SecProbe.io

CORRESP
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filename1.htm

January 15, 2020

Eric Atallan

Lynn Dicker

United States Securities & Exchange
Commission

Division of Corporation Finance

100 F Street, NE

Washington , D.C. 20549

Dear Division of Corporation Finance:

We received your comments
and questions concerning our registration statement. Please find herein our responses. In addition, we refiled the registration
statement.

Thank you for your
prompt attention to our responses and our refiling on Form S-1A.

Sincerely,

/s/ Matthew Wolfson

Matthew Wolfson

CEO

Electromedical Technologies, Inc. Form
S-1 Responses to the U.S. Securities & Exchange Commission January 15, 2020

Comment 1. (Cover Page)

Because you are not eligible to conduct
a primary at-the-market offering, please revise your prospectus throughout to clarify that the shares in the Primary Direct Offering
will be made at a fixed price for the duration of the offering. In addition, we note that selling stockholders may sell the shares
of common stock described in the prospectus in a number of different ways and at varying prices. Please note that the OTC Markets
Pink is not an established public trading market into which the selling stockholder may offer and sell its shares of common stock
at other than a fixed price. Given the absence of an existing trading market for your common stock, please disclose the fixed price
at which the selling stockholders will sell the shares for the duration of the offering. Refer to Item 501(b)(3) of Regulation
S-K.

Comment 1 Response:

We revised Form S-1/A to reflect
shares in the Primary Direct Offering will be made at a fixed price for the duration of the offering. Please reference Page 2 for
this revision.

As requested, we also disclosed
the fixed price at which the selling stockholders will sell the shares for the duration of the offering. These changes are reflected
on Page 2 and in “Plan of Distribution” on Page 24 within Form S-1/A.

Comment 2. (Cover Page)

Since you do not meet the requirements
in General Instruction VII to Form S-1, please delete the statement that your subsequently filed periodic and current reports are
incorporated by reference into the prospectus.

Comment 2 Response:

The reference has been deleted
in Form S-1/A. This has been reflected on the Cover Page.

Comment 3. (Page 6)

Please quantify the amount of common shares
that were sold and proceeds that were received in the Regulation A offering. Please also disclose when that offering was terminated.

Comment 3 Response:

Please
reference Page 6 “Our Business and Corporate History” where we updated the text to include;

The
Company’s Reg A+ filing with the Securities and Exchange Commission became effective in January 2018. The offering consisted
of 7,042,254 shares of common stock at a price of $0.71 per share. The Company’s Reg A+ offering was closed on August 27,
2018. Pursuant to that offering, the Company sold and issued a total of 724,674 common shares to 46 shareholders with net proceeds
of $441,662 which includes costs totaling $72,856. The Company incurred additional costs totaling $194,146, which have been recorded
as a reduction in stockholders’ deficit as of December 31, 2018.

We
revised Form S-1/A to reflect the above quantification.

Electromedical Technologies, Inc. Form S-1 Responses to the
U.S. Securities & Exchange Commission January 15, 2020

Comment 4. (Page 6)

To the extent that you highlight in the
Summary a product that has not yet received FDA clearance/approval, please clarify the current lack of FDA regulatory approval.
In this regard, it does not appear that you have FDA clearance/approval for the new POD devices that you intend to offer to military
veterans.

Comment 4 Response:

Please
reference Page 6 “Our Business and Corporate History” where we added a clarification regarding your comment.

The
new paragraph reads as follows:

Electromedical
Technologies is a bioelectronics manufacturing and marketing company. Our WellnessPro device has received U.S. Food and Drug Administration
(FDA) clearance (FDA K062616. In the future, we plan to apply for FDA clearance for our Wellness Pro Pod product under the 510(K)
clearance process. Other products we sell do not require FDA Clearance and do not have FDA Clearance.

Comment 5. (Page 6)

Please provide the basis for the market
statistics cited in the sixth paragraph of this section. Please also clarify what portion of the 22 million military veterans have
conditions that would be addressed by your products.

Comment 5 Response:

Please
reference Page 6 “Our Business and Corporate History” where we revised this paragraph as follows to clarify
the statics and to cite a recent government source at https://www.va.gov/vetdata/docs/Demographics/VetPop_Infographic_2019.pdf:

The new paragraph is as follows:

We believe that we can provide
an opioid-free solution to millions of people suffering from chronic and acute pain just in the US market alone. In recent years,
we have also focused on the market for U.S. military service veterans, many of which do not have many options other than powerful
drugs that can cause side effects when it comes to treating chronic or acute pain. We intend to offer a special program that will
offer our new POD devices at no upfront cost for veterans of the U.S. armed forces, which according to the National Center for
Veterans Analysis and Statistics – Veteran Population Report dated May 3, 2019, consisted of 20.8 million individuals as
of 2015. We also plan to offer the program to the immediate families of these veterans.

Electromedical Technologies, Inc. Form S-1 Responses to the
U.S. Securities & Exchange Commission January 15, 2020

Comment 6. (Page 7)

Please reconcile the net loss disclosed
here for the year ended December 31, 2017 of $(53,707) with the financial statements on page 47 which disclose a net loss of $(510,412).

Comment 6 Response:

Please reference Page 7 “SUMMARY
FINANCIAL INFORMATION” where we corrected the referenced chart to reflect the correct Net Loss of $(510,412).

Comment 7: (Page 9)

Please add a risk factor to disclose that
there is substantial doubt about your ability to continue as a going concern. In this risk factor, please describe this going concern
opinion and how it impacts your business operations. Additionally, please disclose your working capital deficit and net losses
to date.

Comment 7 Response:

Please reference Page 9 “RISKS RELATED
TO OUR BUSINESS” where we added the following risk factor:

We will need to raise substantial
capital in order to continue operations and our financial condition raises substantial doubts about our ability to continue as
a going concern.

The Company expects to incur
additional losses as it executes its business strategy. The Company will be subject to the risks, uncertainties, and difficulties
frequently encountered by early-stage companies. The Company may not be able to successfully address any or all of these risks
and uncertainties. Failure to adequately do so could cause the Company’s business, results of operations, and financial condition
to suffer. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s
ability to continue as a going concern is an issue due to its net losses and negative cash flows from operations, and its need
for additional financing to fund future operations. Management plans to obtain necessary funding from outside sources and through
the sales of Company shares. There can be no assurance that such funds, if available, can be obtained on terms reasonable to the
Company.

Comment 8. (Page 9)

With reference to your disclosures on pages
19-20, please add a risk factor highlighting that the primary offering does not require that a minimum number of shares be sold
and as such you may not receive sufficient funding to achieve the $4.85 million in gross proceeds necessary to "implement
your minimum business plan." Also, disclose, if true, that investor funds are at risk to be utilized solely for offering and
routine administrative expenses if you do not raise sufficient funds in the offering.

Electromedical Technologies, Inc. Form S-1 Responses to the
U.S. Securities & Exchange Commission January 15, 2020

Comment 8 Response:

Please reference Page 14 “RISKS RELATED
TO OUR COMMON STOCK OFFERING” where added the following risk factor as requested:

This Offering does not
require a minimum number of shares to be sold. As such, we may not receive sufficient funds from this Offering. Thus, investors
could be at risk.

This offering does not require
a minimum number of shares to be sold. We may raise less than the amount required to execute our stated minimum business plan,
which calls for funding of $4.85 million. If we are unable to raise sufficient funding to achieve the $4.85 million in gross proceeds
need to implement this minimum business plan, we may not be able to execute our business plan as currently designed. Investors
could be at risk if we are unable to raise this minimum business plan amount because funds will be need to be reserved for fees
and expenses related to this offering and for administrative expenses. As is outlined elsewhere in this filing, we estimate our
total offering registration costs to be approximately $3,843.27 and our legal, auditor and related fees will be $220,000 equaling
a total expense to the Company of $223,843.27 relating to the registration. A significant portion of these fees will be incurred
by the Company regardless of the amount of gross proceeds raised via this Offering.

Comment 9. (Page 24)

Please explain why potential investors
must confirm that they are purchasing shares in a state providing for an exemption from registration.

Comment 9 Response:

Please reference Page 24 where
we removed that sentence as we determined it was not correct.

Comment 10. (Page 26)

For each transaction described in this
section, please name the related person and the basis on which the person is a related person.

Comment 10 Response:

Please reference page 26 where
we updated Section “Certain Relationships and Related Transactions” to include the additional disclosure of the related
persons and the basis on which the person is a related person.

Comment 11. (Page 26)

Please describe how the estimated number
of conversion shares issuable pursuant to the KISS agreement is calculated. Discuss, as applicable, whether the current default
impacts the terms of the note.

Comment 11 Response

Footnote Number 6 on Page 56
has been updated to address the methodology used in the calculation of the estimated conversion shares pursuant to the KISS agreement.
The current default of the note does not impact the current terms of the note and the disclosure has been updated accordingly.

Electromedical Technologies, Inc. Form S-1 Responses to the
U.S. Securities & Exchange Commission January 15, 2020

We added the following in the
revised filing:

KISS conversion shares are equal
to the quotient obtained by dividing the Conversion Amount by the Conversion Price as defined in the agreement. At December 31,
2018, the Conversion Amount is the purchase price of $35,000. The conversion price is the quotient resulting from dividing (A)
the Valuation Cap by (B) the Fully-Diluted Capitalization immediately prior to the conversion. "Valuation Cap" shall
mean (i) US $82,497 for shares converted prior to July 1, 2020 (the "2020 Valuation Cap").

Comment 12. (Page 30)

Please identify clearly each product that
is FDA cleared/approved for marketing in the United States and also identify any other material market(s) where the product is
sold. With respect to FDA cleared/approved products, please disclose:

• when you received FDA clearance/approval
and the indicated use(s) for the device;

• whether the product is a Class I,
II, or III device; and

• whether it received 510(k) clearance
or premarket approval.

Comment 12 Response:

Please reference Pages 6, 13
and 30 where we clarified our FDA clearance in the area you referenced and in several other areas of the document. We either changed
the previously stated text or added the following in various sections:

Our Wellness Pro product received
FDA clearance on July 6, 2007 (FDA K062616) as a Class II Medical Device, under the 510(K) clearance process. In the future, we
plan to apply for FDA clearance for our Wellness Pro Pod product under the 510(K) clearance process, which is a compact version
of our core product technology.

Comment 13. (Page 30)

In this section and elsewhere in the prospectus
you refer to your WellnessPro POD device as a "clinical-grade" device. Please explain what you mean by clinical-grade.
Please also disclose the status of FDA approval for the WellnessPro POD and the Wellness ION Pen

Comment 13 Response:

Please reference Page 13 where
were we removed that reference. While the term “clinical-grade” is widely used in our industry to mean a device suitable
for direct therapeutic use, there not a referenceable source to define this term. Therefore, we removed the reference.

Electromedical Technologies, Inc. Form S-1 Responses to the
U.S. Securities & Exchange Commission January 15, 2020

Comment 14. (Page 31)

Please revise to provide support for your
claim concerning your "product’s ability to deliver uncommon levels of pain relief (and) better quality of life and
wellness for thousands of customers."

Comment 14 Response:

Please reference Page 31 where
we revised that section removing the cited reference. The paragraph now reads:

Electromedical Technologies,
for the first fifteen years of its existence, has been fortunate to have grown “organically” without formal sales and
marketing programs and investments. We believe this is fundamentally because of the many customers who have provided positive testimonials
concerning their experiences with our products.

Comment 15. (Page 33)

Please disclose the duration of your material
patents and indicate whether you directly own or license the patents.

Comment 15 Response:

Please reference Page 33 where
we updated to include the following additional information:

The Company’s Wellness
Pro+Plus Pro received it registration number from the U.S. Patent and Trademark Office on May, 24, 2016. It is scheduled for renewal
on May 24, 2022. The Company’s WellnessPro Pod received it registration number from the U.S. Patent and Trademark Office
on January 18, 2018 with a renewal date of January 9, 2024. It is scheduled for renewal on May 24, 2022. The Company owns these
patents.

Comment 16. (Page 33)

Please reference Page 33 and the remaining
portion of that section where we expanded the disclosure to more fully describe the FDA approval process and the nature of regulatory
oversight. For example, include in your disclosure the duration of the process, post-market reporting and record keeping requirements
and remedies for noncompliance.

Comment 16 Response:

We extensively expanded this
section to outline the duration of the process, post-market reporting and record-keeping requirements and remedies for noncompliance.

Comment 17. (Page 34)

Please revise to expand your disclosure
in this section to cover the production facility to which you refer in the Manufacturing section on page 33. Alternatively, please
revise your disclosure on page 33 to clarify that all production, including product assembly, is conducted at third-party facilities.

Electromedical Technologies, Inc. Form S-1 Responses to the
U.S. Securities & Exchange Commission January 15, 2020

Comment 17 Response:

We updated that section, which
is now on Page 32 as follows:

We outsource our inventory production
to a number of manufacturers in the United States and in Asia, ship these components to the United States where final assembly,
testing and quality assurance takes place. We then ship completed products from U.S. locations to our customers. Our primary manufacturer
is located in Shenzhen province of Th