SecProbe.io

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 March 26, 2026

Siddharth Sitaram
Chief Accounting Officer
Doximity, Inc.
300 3rd St; Suite 510
San Francisco, CA 94107

 Re: Doximity, Inc.
 Form 10-K for the Year Ended March 31, 2025
 Form 10-Q for the Period Ended December 31, 2025
 File No. 001-40508
Dear Siddharth Sitaram:

 We have completed our review of your filings. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
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</DOCUMENT>

CORRESP
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 Document March 23, 2026 VIA EDGAR Division of Corporation Finance Office of Technology Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Ms. Lisa Etheredge Mr. Robert Littlepage Re: Doximity, Inc. Form 10-K for the Year Ended March 31, 2025 Form 10-Q for the Period Ended December 31, 2025 File No. 001-40508 Dear Ms. Etheredge and Mr. Littlepage: Doximity, Inc. (the “Company” or “we”) submits this letter in response to the comments from the staff of the Division of Corporation Finance (the “Staff”), Office of Technology, of the U.S. Securities and Exchange Commission with respect to the Company’s Form 10-K for the fiscal year ended March 31, 2025, filed on May 20, 2025 (the “Form 10-K”) and the Company’s Form 10-Q for the three months ended December 31, 2025, filed on February 5, 2026 (the “Form 10-Q”), as set forth in the Staff’s letter dated February 23, 2026 (the “Comment Letter”), addressed to Siddharth Sitaram. For reference purposes, the text of the Comment Letter has been reproduced herein with responses below the numbered comment. For your convenience, the reproduced Staff comments from the Comment Letter are included and italicized below. Form 10-K for the Year Ended March 31, 2025 Business, page 3 1. You disclose you had more than 620,000 unique active providers use your clinical workflow tools in the quarter ended March 31, 2025. To enhance comparability for investors, please show us how you intend to revise to define “use” of your clinical workflow tools (for e xample, clarify the types of activities and useage duration needed for this metric). Please also provide comparable metrics for all periods presented. RESPONSE : The Company respectfully acknowledges the Staff’s comment and confirms that beginning with its Annual Report on Form 10-K for the fiscal year ending March 31, 2026 (the “2026 10-K”) it will provide (i) additional disclosure defining the use of its clinical workflow tools by unique active providers on a quarterly basis and (ii) comparable data on the metric for the prior period. 1 The following is an example of how the Company expects to provide this additional disclosure, which will be included in the Key Business and Financial Metrics section of Management’s Discussion and Analysis of Financial Condition and Results of Operations beginning with the 2026 10-K. “Quarterly Unique Active Providers using Workflow Tools. Quarterly unique active providers 1 using our Workflow Tools is a key performance indicator of our platform’s adoption and long-term growth potential among providers on our platform. We calculate the number of unique active providers by counting providers who securely login and use any of the following workflow functions on our technology platform during the quarter: placing phone calls or video calls lasting more than 10 seconds, sending voicemails, or sending secure text messages using our Dialer communications tools; sending or receiving faxes; submitting a prompt on Doximity GPT, our HIPAA‑compliant generative AI clinical research tool and writing assistant; conducting research on prescription drugs; reviewing AI responses for our PeerCheck feature; scheduling via our on-call scheduling tool, Amion; or using our HIPAA-compliant ambient note taking tool, Scribe, for a patient visit. Each provider is counted once per quarter, even if they use multiple tools or use them many times.” March 31, 2026 2025 Quarterly unique active providers using our workflow tools [●] 634,000 If, in the future, the Company adds new functions to its technology platform, it will assess whether those functions affect its methodology for calculating unique active providers and update its disclosures as appropriate. Management’s Discussion and Analysis of Financial Condition and Results of Operations Key Business and Financial Metrics, page 46 2. In your earnings calls for the year ended March 31, 2025 and the six months ended September 30, 2025, you make reference to a number of user engagement metrics that are not described or defined in your MD&A. Among the metrics discussed in those earnings calls were: ● Number of quarterly, monthly, weekly and daily active users ● Number of unique newsfeed users ● Number of newsfeed articles read or tapped ● Number of unique active prescribers using workflow tools ● Adoption of AI-driven features Since user engagement metrics appear to be an important factor management considers in evaluating the business and allocating resources, please show us how you intend to revise to define, quantify and analyze these metrics as part of your MD&A. Refer to SEC Release 33-10751. 1 Providers are health care professionals with clinical / prescribing roles specifically Physicians (MD/DO), Nurse practitioners (NPs), Certified registered nurse anesthetist (CRNAs), Physician assistants (PAs), Pharmacists, and Medical students 2 RESPONSE : The Company respectfully acknowledges the Staff’s comment and refers the Staff to its response to comment 1 above for future disclosures regarding the number of quarterly unique active providers using its workflow tools. The Company notes that user engagement metrics have been referenced on earnings calls periodically, primarily in response to analyst and investor questions from prior periods, to provide supplemental context regarding platform activity. These references were not intended to convey that management relies on such metrics to evaluate financial condition or allocate resources. The majority of the engagement metrics identified in the Staff's comment were referenced qualitatively, without quantification, over the relevant periods. The one metric that was consistently quantified — the number of unique active providers using workflow tools — is the same metric the Company is committing to disclose in the 2026 10-K as described in its response to comment 1 above, which reflects the Company's view that this metric is a relevant indicator of platform adoption. The Company does not plan on disclosing other user engagement metrics on earnings calls on a go-forward basis since these metrics would not enhance a reader’s understanding of the Company’s financial condition, changes in financial condition and results of operations, as outlined in SEC Release 33-10751. The Company generates its Marketing Solutions revenue through subscription contracts that provide the right to host customer-sponsored content on its platform and to access the Company’s professional database for referral or marketing purposes during the subscription term. Our customers generally prefer focused marketing campaigns targeted to specific healthcare professionals as opposed to campaigns focused on all users regardless of their role or specialty. As a result, the Company does not believe that engagement metrics are necessary for disclosure in its filings because they do not correlate highly with its subscription revenue from Marketing Solutions which is recognized ratably. The Company currently utilizes key business and financial metrics disclosed in its Form 10-K and Form 10-Q filings to monitor its ability to retain and grow its business, such as number of customers with at least $500,000 of revenue and net revenue retention rate. In addition, the Company plans to disclose the number of quarterly unique active providers using its workflow tools as noted above. If, in the future, the Company utilizes additional metrics with respect to the Company’s business, we will assess such metric’s materiality, ability to enhance an understanding of the Company’s financial condition and changes in financial condition and results of operations, and include quantitative discussion, as appropriate. 3. You disclose that (as of March 31, 2025) your platform has over two million registered members, including more than 80% of U.S. physicians. We note from your disclosures on page 4 that your platform provides most medical professions with a pre-populated professional profile based on publicly and commercially available third-party data. Please show us how you intend to revise to clarify if the 80% figure includes only actively practicing physicians who have completed your identity and credential verification process or if some other criteria were used. Please also show us how you intend to revise to clarify how the number of registered members compares to the number of quarterly, monthly, weekly and daily active users of your platform. 3 RESPONSE : The Company respectfully acknowledges the Staff’s comment and confirms that beginning with its 2026 10-K it will provide additional clarifying disclosure regarding the U.S. physicians that are included in the percentage of U.S. physician calculations. The following is an example of how the Company expects to provide this additional disclosure, which will be included in the Business section of the 2026 10-K. “We are the leading digital platform for U.S. medical professionals, with over [●] registered members 2 as of March 31, 2026. Our registered members represent more than [●]% of U.S. physicians, spanning all 50 states and every medical specialty, along with over [●]% of U.S. nurse practitioners and physician assistants, and over [●]% of graduating U.S. medical students. As of March 31, 2026, the total number of U.S. physicians was [●]. We calculate U.S. physicians as all U.S. physicians (MDs/DOs) who are under the age of 76, not retired, hold an active medical license, and have a physician status on the NPI registry. To be included in our calculation of registered members as a percentage of U.S. physicians, we include those U.S. physicians who meet the above criteria and have registered on Doximity by claiming their pre-populated profile or creating a new profile.” The Company refers the Staff to its response to comment 2 above for a discussion on user engagement metrics. Accordingly, the Company believes additional disclosure of user engagement metrics are not necessary at this time. Comparison of the Fiscal Years Ended , page 50 4. You indicate that average revenue per existing Marketing Solutions customer increased by 22% during fiscal 2025. In your May 15, 2025 earnings call, your CEO indicated that newsfeed was both your most widely used and most monetized product. Please show us how you intend to revise to provide greater insight to investors about your revenue trends over time by disclosing disaggregated revenues by modules (Newsfeed, Workflow, and Peer) for each period presented. It appears you have this information readily available and that management is actively using it to evaluate your business. Refer to Item 303(b)(2) of Regulation S-K. 2 A registered member is a user who has completed the registration flow on Doximity by either claiming a pre-populated profile or creating a new profile 4 RESPONSE : The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has considered the disclosure requirements of Item 303(b)(2) of Regulation S-K, however, the Company does not track or manage revenue at the individual module level, and its financial systems do not have the capability to identify or allocate revenue by module. Although the Company tracks module usage for operational purposes, and available data indicates that the newsfeed module was the most widely used product during the period, management does not use module-level usage data to assess revenue performance. As noted in the Company’s response to comment 2 above, the Company does not believe user engagement metrics correlate highly with revenue. With respect to monetization, while the substantial majority of products sold are deployed via the newsfeed module, it is not feasible to disaggregate revenue tied to newsfeed from overall subscriptions purchased. A significant portion of the Company’s pharmaceutical revenue is generated from Integrated subscriptions. Integrated subscriptions are not tied to a single module on a monthly basis but instead allow customers to access a combination of modules, including newsfeed, during the subscription term, subject to contractual limits on the number of modules launched, active concurrently, and members targeted. The Company’s performance obligation for these subscriptions is to stand ready throughout the subscription period, and revenue is recognized at the Integrated subscription level rather than at the module level. Accordingly, module‑level demand indicators for the newsfeed module reflect customer usage patterns but do not provide a meaningful basis for disaggregating revenues by modules. At this time, the Company does not anticipate providing module‑level disaggregated revenue information in its filings. If future changes to the Company’s contractual arrangements occur that require module-level revenue recognition, the Company will consider whether disclosure regarding disaggregated revenues by modules is warranted. Form 10-Q for the Period Ended December 31, 2025 Management’s Discussion and Analysis of Financial Condition and Results of Operations Key Business and Financial Metrics, page 33 5. In your February 5, 2026 earnings call, management spent time discussing some “short-term industry-wide policy headwinds” that are impacting client budgets and advertising booking rates for pharmaceutical companies. Management also indicated that higher AI infrastructure investment has impacted the results through the period ended December 31, 2025 and is expected to continue impacting future periods. Please show us how you intend to revise to address (and quantify where possible) any known material trends, demands, commitments, events or uncertainties that are reasonably likely to result in a material change to your liquidity or results from operations. Please refer to Item 303(c) of Regulation S-K. 5 RESPONSE : The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has considered the disclosure requirements of Item 303(c) of Regulation S-K, however, the discussion regarding policy headwinds in the February 5, 2026 earnings call did not result in a material change to our liquidity and results from operations for the three and nine months ended December 31, 2025, and was only intended to provide additional color to analysts and investors on industry dynamics due to uncertainty surrounding the Most Favored Nation (“MFN”) pricing negotiations between certain pharmaceutical companies and the federal government. As of February 5, 2026, sixteen out of the seventeen pharmaceutical companies that were issued letters requesting participation by the White House had signed MFN agreements and these negotiations had been resolved. The Company continues to monitor the industry uncertainties impacting our business and will include enhanced disclosures in our risk factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations, as appropriate. In addition, the Company confirms that, beginning with its 2026 Form 10-K, it will provide enhanced disclosures regarding the impact of AI-related expenditures on cost of revenue and gross profit. The Company does not currently expect AI-related expenditures to have a material impact on its liquidity, as it has not invested in, and has no present plans to invest in proprietary AI infrastructure. However, the increased usage of the Company’s new AI product has resulted in higher generative AI platform and inference costs. During the three and nine months ended December 31, 2025, such expenditures were not material. As this is a new product in the early stages of adoption, we cannot determine when AI-related expenditures will become material. The Company will add more quantitative disclosures in the Results of Operations as these cost fluctuations become material. The following is an example of how the Company expects to provide this additional disclosure, which will be included in the Components of Results of Operations section of the 2026 10-K.

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<TEXT>
 February 23, 2026

Siddharth Sitaram
Chief Accounting Officer
Doximity, Inc.
300 3rd St; Suite 510
San Francisco, CA 94107

 Re: Doximity, Inc.
 Form 10-K for the Year Ended March 31, 2025
 Form 10-Q for the Period Ended December 31, 2025
 File No. 001-40508
Dear Siddharth Sitaram:

 We have limited our review of your filings to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Year Ended March 31, 2025
Business, page 3

1. You disclose you had more than 620,000 unique active providers use your
clinical
 workflow tools in the quarter ended March 31, 2025. To enhance
comparability for
 investors, please show us how you intend to revise to define "use" of
your clinical
 workflow tools (for example, clarify the types of activities and useage
duration needed
 for this metric). Please also provide comparable metrics for all periods
presented.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Business and Financial Metrics, page 46

2. In your earnings calls for the year ended March 31, 2025 and the six
months ended
 September 30, 2025, you make reference to a number of user engagement
metrics that
 are not described or defined in your MD&A. Among the metrics discussed
in those
 earnings calls were:
 Number of quarterly, monthly, weekly and daily active users
 February 23, 2026
Page 2

 Number of unique newsfeed users
 Number of newsfeed articles read or tapped
 Number of unique active prescribers using workflow tools
 Adoption of AI-driven features
 Since user engagement metrics appear to be an important factor
management considers
 in evaluating the business and allocating resources, please show us how
you intend to
 revise to define, quantify and analyze these metrics as part of your
MD&A. Refer to SEC
 Release 33-10751.

3. You disclose that (as of March 31, 2025) your platform has over two
million registered
 members, including more than 80% of U.S. physicians. We note from your
disclosures
 on page 4 that your platform provides most medical professions with a
pre-populated
 professional profile based on publicly and commercially available
third-party data.
 Please show us how you intend to revise to clarify if the 80% figure
includes only
 actively practicing physicians who have completed your identity and
credential
 verification process or if some other criteria were used. Please also
show us how you
 intend to revise to clarify how the number of registered members
compares to the
 number of quarterly, monthly, weekly and daily active users of your
platform.
Comparison of the Fiscal Years Ended , page 50

4. You indicate that average revenue per existing Marketing Solutions
customer increased
 by 22% during fiscal 2025. In your May 15, 2025 earnings call, your CEO
indicated that
 newsfeed was both your most widely used and most monetized product.
Please show us
 how you intend to revise to provide greater insight to investors about
your revenue trends
 over time by disclosing disaggregated revenues by modules (Newsfeed,
Workflow, and
 Peer) for each period presented. It appears you have this information
readily available
 and that management is actively using it to evaluate your business.
Refer to Item
 303(b)(2) of Regulation S-K.
Form 10-Q for the Period Ended December 31, 2025
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Comparison of the three and nine months ended December 31, 2025 and 2024, page
33

5. In your February 5, 2026 earnings call, management spent time discussing
some "short-
 term industry-wide policy headwinds" that are impacting client budgets
and advertising
 booking rates for pharmaceutical companies. Management also indicated
that higher AI
 infrastructure investment has impacted the results through the period
ended December
 31, 2025 and is expected to continue impacting future periods. Please
show us how you
 intend to revise to address (and quantify where possible) any known
material trends,
 demands, commitments, events or uncertainties that are reasonably likely
to result in a
 material change to your liquidity or results from operations. Please
refer to Item 303(c)
 of Regulation S-K.
 February 23, 2026
Page 3

 In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

 Please contact Lisa Etheredge at 202-551-3424 or Robert Littlepage at
202-551-3361
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
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June 23, 2021

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Matthew Derby

Larry Spirgel

Joseph Cascarano

Robert Littlepage

Re:

 Doximity, Inc.

 Registration Statement on Form S-1 (File No. 333-256584)

Ladies and Gentlemen:

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between June 22, 2021 and the date hereof, approximately 5,100 copies of the Preliminary Prospectus dated June 22, 2021 were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement.

We wish to advise you that the participating underwriters have informed us that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 2:00 p.m. Eastern Time, on Wednesday, June 23, 2021 or as soon thereafter as practicable.

[Signature page follows]

Very truly yours,

MORGAN STANLEY & CO. LLC

GOLDMAN SACHS & CO. LLC

J.P. MORGAN SECURITIES LLC

As representatives of the Underwriters

By: Morgan Stanley & Co. LLC

By: /s/ Daniel Tay

 Name: Daniel Tay

 Title: Executive Director

By: Goldman Sachs & Co. LLC

By: /s/ Rebecca Steinthal

 Name: Rebecca Steinthal

 Title: Managing Director

By: J.P. Morgan Securities LLC

By: /s/ Lucy Wang

 Name: Lucy Wang

 Title: Managing Director

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Doximity, Inc.

500 3rd St.

Suite 510

San Francisco, California 94107

VIA EDGAR

June 23, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:  Matthew Derby

 Larry Spirgel

 Joseph Cascarano

 Robert Littlepage

Re: Doximity, Inc.

 Acceleration Request for Registration Statement on Form S-1

 File No. 333-256584

Dear Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Doximity, Inc. (the “Company”) hereby requests that the effective date and time of the above-referenced registration statement (the “Registration Statement”) be accelerated to June 23, 2021 at 2:00 p.m., Eastern Time, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”).  In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.  Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Heidi Mayon at (650) 752-3227.  We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Heidi Mayon, by email at HMayon@goodwinlaw.com.

Under separate cover, Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC, as representatives of the underwriters, will send the Commission a letter joining in this request for acceleration of the effective date.  The representatives will also provide you with information with respect to clearance from the Financial Industry Regulatory Authority prior to the effective date.

Signature page follows.

If you have any questions regarding this request, please contact Heidi Mayon of Goodwin Procter LLP at (650) 752-3227.

Sincerely,

DOXIMITY, INC.

By:  /s/ Jeffrey Tangney

Name: Jeffrey Tangney

Title: Chief Executive Officer

cc: Anna Bryson, Doximity, Inc.

 Jennifer Chaloemtiarana, Doximity, Inc.

 Heidi Mayon, Goodwin Procter LLP

 Jon Novotny, Goodwin Procter LLP

 Julia White, Goodwin Procter LLP

 Jon Casnocha, Goodwin Procter LLP

 Dave Peinsipp, Cooley LLP

 Charles S. Kim, Cooley LLP

 Kristin VaderPas, Cooley LLP

 Denny Won, Cooley LLP

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  Goodwin Procter llp
601 Marshall Street
Redwood City, CA 94063

goodwinlaw.com
+1 650 752 3100

CONFIDENTIAL TREATMENT REQUESTED BY DOXIMITY, INC.

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO 17 CFR 200.83 WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[****].” THE OMITTED PORTIONS ARE BRACKETED IN THE UNREDACTED PAPER SUBMISSION FOR EASE OF IDENTIFICATION.

June 4, 2021

Via EDGAR and Email

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Information Technologies and Services

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Matthew Derby

 Larry Spirgel

 Joseph Cascarano

 Robert Littlepage

Re: Doximity, Inc.

 Registration Statement on Form S-1

 File No. 333-256584

Ladies and Gentlemen:

On behalf of our client, Doximity, Inc. (“Doximity” or the “Company”), we submit this supplemental letter to assist the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its review of the Company’s Registration Statement on Form S-1 (File No.

CONFIDENTIAL TREATMENT REQUESTED

BY DOXIMITY, INC.

Securities and Exchange Commission

June 4, 2021

Page 2

333-256584, confidentially submitted to the Commission on March 5, 2021, April 16, 2021, and May 7, 2021, and publicly filed on May 28, 2021 (the “Registration Statement”).

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations, as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

Prior to the completion of the Company’s initial public offering (the “IPO”), the Company intends to file an amended and restated certification of incorporation which will effect the reclassification of its common stock into Class A common stock and Class B common stock (the “Reclassification”) and a [****]-for-[*****] forward stock split (the “Split”) of the Company’s capital stock. All information presented in this supplemental letter has been adjusted to reflect such Reclassification as if it had already occurred prior to the date hereof. No information presented in this supplemental letter has been adjusted to reflect such Split, and all numbers in this supplemental letter are presented on a pre-Split basis.

The Company supplementally advises the Staff that on June 2, 2021, representatives of Morgan Stanley & Co. LLC, Goldman Sachs & Co., LLC, and J.P. Morgan Securities LLC, the lead underwriters for the IPO (the “Lead Underwriters”), on behalf of the underwriters, advised the Company that, based on then-current market conditions, they anticipated that the underwriters would recommend to the Company a preliminary price range of $[****] to $[****] per share (the “Preliminary Price Range”), resulting in a midpoint of the Preliminary Price Range of $[****] per share (the “Midpoint Price”).

The Company further advises the Staff that the Preliminary Price Range represents the Company’s belief of what the indicative price range to be disclosed in the preliminary prospectus may be, but that the actual indicative price range to be included in the preliminary prospectus will not be determined until the Company completes a valuation process with the underwriters and will be narrower than the Preliminary Price Range. This valuation process is expected to occur shortly before the printing and filing of the preliminary prospectus for the commencement of the roadshow for the IPO. Therefore, the Preliminary Price Range is subject to further change, which may result from various factors, including then-current market conditions and subsequent business, market, and other developments affecting the Company. The indicative price range to be included in the preliminary prospectus, when determined,

CONFIDENTIAL TREATMENT REQUESTED

BY DOXIMITY, INC.

Securities and Exchange Commission

June 4, 2021

Page 3

will be included in an amendment to the Registration Statement prior to the distribution of any preliminary prospectuses to potential investors.

This letter provides a discussion of the Company’s approach to option pricing and fair value determinations with respect to the option grants made by the Company’s board of directors (the “Board”) for the preceding twelve months through the date of this letter. Reference is made to Comment No. 19 in the letter from the Staff dated April 1, 2021 addressed to Anna Bryson, Chief Financial Officer of the Company, with respect to the Company’s Confidential Draft Registration Statement on Form S-1 submitted on March 5, 2021 regarding the fair value assumptions used to determine share-based compensation expense for equity grants made after December 31, 2020. In this response, the Company has included a table with the details and fair value assumptions for grants after December 31, 2020 through the date of this letter and has provided general commentary on the fluctuations in the estimated fair value of its common stock.

Equity Award Issuances by the Company in the Preceding Twelve Months

Information regarding grants of stock options to the Company’s directors and employees in the preceding twelve months is summarized in the following table:

Stock Options

Grant Date Number of Shares Underlying Options Granted Exercise Price Per Share

($)

 Fair Value of Underlying Share of Common Stock

($)

06/10/2020 3,308,650 3.08 4.12

09/02/2020 1,372,650 4.41 7.07

09/29/2020 1,083,000 4.41 8.19

11/21/2020 353,100 8.23 12.92

12/22/2020 366,000 8.23 15.71

01/28/2021 80,700 16.52 19.20

02/05/2021 352,000 16.52 19.96

02/16/2021 3,391,000 16.52 21.02

05/07/2021 798,200 25.12 32.90*

05/26/2021 184,800 25.12 36.90*

CONFIDENTIAL TREATMENT REQUESTED

BY DOXIMITY, INC.

Securities and Exchange Commission

June 4, 2021

Page 4

*Fair value determined for financial reporting purposes by assuming that the fair value of the Company’s common stock increased on a linear basis from the March 31, 2021 fair value of $25.12 to the midpoint of the Preliminary Price Range to be set forth in the preliminary prospectus filed in connection with the IPO.

As described in the section titled “Common Stock Valuation” on page 91 of the Registration Statement, the fair value of the Company’s Class A common stock has historically been determined by the Board. Given the absence of a public trading market for the Company’s Class A common stock, and in accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide: Valuation of Privately-Held Company Equity Securities Issued as Compensation (the “AICPA Practice Guide”), the Board exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair value of the Company’s Class A common stock, including contemporaneous third-party valuations of its Class A common stock (each, a “Valuation Report,” and collectively, the “Valuation Reports”).

Summary of Valuation Reports

For the March 31, 2020 and June 30, 2020 Valuation Reports, the fair value of the total shareholders’ equity was derived using a weighting of an income approach and a market approach.  For the September 30, 2020, December 31, 2020, and March 31, 2021 Valuation Reports, the fair value of the total shareholders’ equity was derived using a weighting of an income approach and a market approach for the Non-IPO scenario. For the IPO scenario, the fair value of the total shareholders’ equity was derived using the discounted value of the estimated pre-money IPO equity value.

The income approach uses the Discounted Cash Flow (“DCF”) method, which estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate based on our estimated weighted-average cost of capital. In deriving enterprise value using the market approach, the Company used the Guideline Public Company (“GPC”) method.  The GPC method involves a three-step methodology: (i) identifying publicly-traded companies in the same or similar lines of business; (ii) calculating market multiples for such identified companies based on their respective historical financial results and projected growth as of the valuation date; and (iii) applying such market multiples to the Company’s historical financial data and internal financial forecast.

CONFIDENTIAL TREATMENT REQUESTED

BY DOXIMITY, INC.

Securities and Exchange Commission

June 4, 2021

Page 5

After determining enterprise value, the Valuation Reports utilized an option pricing method (“OPM”) to allocate the enterprise value of the Company to the various classes and series of the Company’s capital stock. The March 31, 2020 and June 30, 2020 Valuation Reports employed single scenario option pricing models.

The September 30, 2020, December 31, 2020, and March 31, 2021 Valuation Reports each employed a multiple-scenario OPM whereby such reports considered two potential future scenarios (an IPO scenario and a Non-IPO scenario) to allocate the enterprise value of the Company to the various classes and series of the Company’s capital stock.

The Company also considered the transaction price of secondary market transactions with third-party investors in the Company’s capital stock in its Valuation Reports. No equity financing rounds by the Company occurred during the preceding twelve months.

March 31, 2020 Valuation Report

The results of the March 31, 2020 Valuation Report are summarized in the table below, along with the Company’s assessment of the fair value used for computing stock-based compensation expense.

 GPC and DCF Methods Secondary Sales

Value per share of Common Stock (prior to DLOM) $3.81

DLOM 23%

Indicated value per share of Common Stock $2.93 $10.32

Weighting 98% 2%

Concluded fair market value per share of Common Stock $3.08

The March 31, 2020 Valuation Report applied DCF and GPC methodologies with 70% and 30% weighting, respectively. This valuation report did not include an IPO scenario as the Company had not begun IPO readiness activities until after the valuation date.

The Company also carried out secondary sales prior to the valuation date, which involved the sale of 312,027 shares or 0.35% of the diluted equity in the Company, at a weighted-average share price of $10.32 per share. Given the relative insignificance of the secondary transactions, the weighted-average price of the secondary transactions was provided a 2% weight on the equity value at March 31, 2020, and was considered reasonable.

CONFIDENTIAL TREATMENT REQUESTED

BY DOXIMITY, INC.

Securities and Exchange Commission

June 4, 2021

Page 6

June 30, 2020 Valuation Report

The results of the June 30, 2020 Valuation Report are summarized in the table below, along with the Company’s assessment of the fair value used for computing stock-based compensation expense.

 GPC and DCF Methods Secondary Sales

Value per share of Common Stock (prior to DLOM) $5.63

DLOM 25%

Indicated value per share of Common Stock $4.22 $7.96

Weighting 95% 5%

Concluded fair market value per share of Common Stock $4.41

The June 2020 Valuation Report applied GPC and DCF methodologies at equal weighting. This valuation report did not include an IPO scenario as the Company had not begun IPO readiness activities until after the valuation date.

The Company also carried out secondary sales prior to the valuation date, which involved the sale of 112,117 shares, or 0.12% of the total diluted equity in the Company, at a weighted-average share price of $7.96 per share. Given the relative insignificance of the secondary transactions, the weighted-average price of the secondary transactions was provided a 5% weight on the equity value at June 30, 2020 and was considered reasonable.

CONFIDENTIAL TREATMENT REQUESTED

BY DOXIMITY, INC.

Securities and Exchange Commission

June 4, 2021

Page 7

September 30, 2020 Valuation Report

The results of the September 30, 2020 Valuation Report are summarized in the table below, along with the Company’s assessment of the fair value used for computing stock-based compensation expense.

 GPC and
DCF Methods Secondary
Sales

 Non-IPO Scenario IPO Scenario

Value per share of Common Stock (prior to DLOM) $8.66 $14.66

DLOM 22.5% 12.5%

Indicated value per share of Common Stock $6.71 $12.82 $8.06

Weighting 71.3% 23.7% 5%

Concluded fair market value per share of Common Stock $8.23

In September 2020, the Company began preparing for its potential IPO and anticipated completing the same in June of 2021. The Company selected its legal counsel during this time and started planning potential IPO activities although it had not yet engaged underwriters for the potential IPO.  The Company started using a multiple-scenario OPM to allocate the enterprise value to the various classes and series of the Company’s capital stock. For the Non-IPO scenario, we continued to assign an equal weighting to the GPC and DCF methods to arrive at the enterprise fair value of the Company. The Company added an IPO scenario wherein the discounted expected pre-money total equity valuation was weighted at 25% probability, before consideration of secondary sales. With respect to the IPO scenario, the September 30, 2020 Valuation Report considered the uncertainties around the pricing and execution of a successful IPO when determining the appropriate weighting for such an outcome. The DLOM was determined to be 12.5% under the IPO scenario, which was in line with the market, company maturity and expected exit timing. The DLOM for the Non-IPO scenario was reduced to 22.5% from 25% in the prior valuation.

The secondary sales transactions during the twelve months prior to the valuation date included sales of 439,308 shares, at a weighted-average share price of $8.06 per share, or 0.5% of the total diluted equity in the Company. Given the relative insignificance of the secondary transactions, the weighted-average price of the secondary transactions was provided a 5% weight on the equity value at September 30, 2020 and was considered reasonable.

CONFIDENTIAL TREATMENT REQUESTED

BY DOXIMITY, INC.

Securities and Exchange Commission

June 4, 2021

Page 8

December 31, 2020 Valuation Report

The results of the December 31, 2020 Valuation Report are summarized in the table below, along with the Company’s assessment of the fair value used for computing stock-based compensation expense.

 GPC and DCF Methods Secondary Sales

 Non-IPO Scenario IPO Scenario

Value per share of Common Stock (prior to DLOM) $16.31 $27.13

DLOM 22.5% 12.5%

Indicated value per share of Common Stock $12.64 $23.74 $7.32

Weighting 65% 35% 0%

Concluded fair market value per share of Common Stock $16.52

The same methods that were utilized to determine fair market value in the September 30, 2020 Valuation Report were used in the December 31, 2020 Valuation Report. During the quarter ended December 31, 2020, the Company had a strong sales quarter resulting in an increase in its revenue forecast. As a result, there was a significant increase in the enterprise fair value of the Company for both the IPO scenario and the Non-IPO scenario. During this perio

United States securities and exchange commission logo
April 30, 2021
Anna Bryson
Chief Financial Officer
Doximity, Inc.
500 3rd St. Suite 510
San Francisco, CA 94107
Re:Doximity, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted April 16, 2021
CIK: 0001516513
Dear Ms. Bryson:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No.1 to Draft Registration Statement on Form S-1
Results of Operations, page 70
1.We note your response to prior comment 6.  With respect to revenues, please consider
revising to discuss further the underlying factors that resulted in an increase
in subscription revenues from existing customers.  For instance, since modules are the
core building blocks of your customers’ marketing plan, please discuss and quantify
increases in the number and types of modules sold in your Awareness, Interactivity, and
Peer categories.

 FirstName LastNameAnna Bryson
 Comapany NameDoximity, Inc.
 April 30, 2021 Page 2
 FirstName LastName
Anna Bryson
Doximity, Inc.
April 30, 2021
Page 2
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-11
2.We note your response to prior comment 11.  We also note you determined that integrated
subscriptions are a stand-ready obligation, though your arrangements specifically limit the
number of modules available and members targeted at any one time.  Furthermore,
your example explains that customers may utilize a defined number modules "with up to
20,000 targeted Doximity members at any given time during the subscription period."
Please clarify how a customer's targeting of Doximity members up to contractual limits
does not represent a discrete delivery of underlying services, particularly when you limit
the customer's ability to use one or more modules at a time and your process
of targeting members appears to diminish the targeted quantity available to the customer.
In other words, please explain to us in greater detail the performance obligations that
indicate your integrated subscriptions represent a promise to stand-ready for a period of
time rather than to provide the underlying services, because it appears that you promise to
provide a specified number of services during the contract term.
3.We note your response to prior comment 12.  We also note in comment 11 you
determined  that "an output method of time" was the appropriate measure of progress
when recognizing revenue for your integrated subscriptions.  However, you state that
there is uncertainty when, how often, and what modules the customer will want to present
sponsored content to a target audience over the contract period.  Accordingly, the pattern
of benefit of these services, as well as your effort to fulfill the performance obligation,
generally does not appear to be even throughout the contract period.  Please tell us and
clarify why the output method of elapsed time (i.e. straight-line) rather than upon service
delivery best depicts the transfer of control of services to the customer.  See ASC 606-10-
55-17.
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Matthew Derby, Staff
Attorney, at (202) 551-3334 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology

United States securities and exchange commission logo
April 1, 2021
Anna Bryson
Chief Financial Officer
Doximity, Inc.
500 3rd St. Suite 510
San Francisco, CA 94107
Re:Doximity, Inc.
Draft Registration Statement on Form S-1
Submitted March 5, 2021
CIK: 0001516513
Dear Ms. Bryson:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted March 5, 2021
Prospectus Summary
Overview, page 1
1.You describe yourself as the “leading digital platform for U.S. medical professionals.”
Please provide the basis for your characterization that you have a leading software
platform and describe how this leadership is defined and/or determined.  For example, it is
not clear whether you are basing this on objective criteria such as market share based on
revenues for competing software platforms in your industry.
2.Clarify that your revenue generating customers are pharmaceutical and health care system
subscribers, not medical professionals.

 FirstName LastNameAnna Bryson
 Comapany NameDoximity, Inc.
 April 1, 2021 Page 2
 FirstName LastName
Anna Bryson
Doximity, Inc.
April 1, 2021
Page 2
3.We note that you entered into a partnership with U.S. News & World Report.  Please
revise to provide the material terms of that agreement and file it as an exhibit.
Risk Factors
If we are unable to implement and maintain effective internal controls over financial reporting...,
page 52
4.We note your disclosure on page F-9 where you identified and corrected a number
of errors subsequent to the issuance of the financial statements for the year ended March
31, 2020.  So investors can better understand risks associated with your internal control
over financial reporting, please revise to briefly describe the material weaknesses
management identified, if any, in your internal controls over financial reporting in your (i)
financial statement close process, (ii) deferred revenue reconciliation process and (iii)
capitalization of internal-use software development costs. For example, explain the
reasons for, or the circumstances that resulted in, the weakness in internal controls in these
areas, and address the remedial measures taken to address these material weaknesses, if
any.
Management's Discussion and Analysis of Results of Operations and Financial Condition
Key Business and Financial Metrics, page 66
5.We note your disclosure that Net Revenue Retention Rate captures customer renewals,
expansion, contraction, and churn.  Please tell us if any of those underlying metrics are
key metrics relied upon by management to evaluate the business. If so, provide a
discussion of each metric and include quantified disclosure for each metric for
each period presented.
Results of Operations, page 70
6.For all periods presented, please revise to separately quantify and further analyze each
significant factor contributing to the change for each of the line items discussed within the
results of operations section. In regard to revenues, for example, please separately
identify the amount of revenues generated from Marketing, Hiring, and Telehealth
solutions and discuss the factors that drove growth and provide corresponding
quantification of each factor or offset.  When discussing associated costs, for instance,
please identify and quantify headcount growth for your customer success teams.  Refer to
Item 303(a)(3)(iii) of Regulation S-K.
Non-GAAP Financial Measures, page 78
7.Please accompany your presentations of Adjusted EBITDA margin with an equally
prominent presentation of a comparable ratio calculated using GAAP amounts. Refer to
Item 10(e)1(i)(A) of Regulation S-K and footnote 27 of non-GAAP adopting Release No.
33-8176.

 FirstName LastNameAnna Bryson
 Comapany NameDoximity, Inc.
 April 1, 2021 Page 3
 FirstName LastName
Anna Bryson
Doximity, Inc.
April 1, 2021
Page 3
Business, page 88
8.Please revise to provide a discussion regarding the competing interests and priorities of
your customers as compared to your members or users.  In that regard, we note that you
derive a majority of revenue from customers that target your users which may present a
conflict for the company when the interests of your customers do not align with the
interests of your members.  As part of your discussion, address how the company will
manage such conflicts.
9.You disclose that your platform provides members with a feed of relevant articles related
to their field of practice.  Please tell us whether you have any material agreements with
third-party content providers, such as PubMed, and the terms of those agreements.   In
addition, please provide additional disclosure regarding whether access to third-party
content providers are free for your users or if each user has to pay for access separately.
10.We note your disclosure that your Residency Navigator product "provides a transparent
look into U.S. medical residency programs" to allow medical students to compare
different programs.  Please revise to clarify whether hospitals or residency programs can
pay to improve their standing or to be seen by more medical students.  In addition, please
tell us whether you have any material agreements with any schools or residency programs
to highlight those programs.
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-11
11.In order to better understand the nature of the services transferred in your
arrangements, please clearly identify the nature of performance obligations specified in
your contracts for each service line (Marketing, Hiring and Telehealth).  For example, in
regard to Marketing solutions, describe in further detail your typical contractual service
obligations, including hosting sponsored content and messaging.  Also clarify and
explain the contractual provisions in your Marketing solution arrangements that result
in multiple performance obligations, as compared to stand-ready obligations that are
treated as a single performance obligation.
12.For your arrangements that provide a series of stand-ready performance obligations,
please tell us how you determined that this is a stand-ready obligation and recognizing
revenue ratably over the term accurately depicts your performance in transferring control
of the services promised to your customer.  Refer to ASC 606-10-25-31.
13.Your disclosure indicates that you recognize sales generated through the use of third-party
media agencies on a gross basis since the Company is the principal in these
transactions.  Please describe the services provided by each party involved in these third-
party transactions and tell us how you determined you control each service before it is
transferred to the customer.  Reference ASC 606-10-55-36 through 40.

 FirstName LastNameAnna Bryson
 Comapany NameDoximity, Inc.
 April 1, 2021 Page 4
 FirstName LastName
Anna Bryson
Doximity, Inc.
April 1, 2021
Page 4
14.We note that you consider the services provided in Marketing solution subscriptions to be
distinct and separate performance obligations "that represent a promise to provide a
defined quantity of unique periods of services."  Therefore, you allocate revenue to each
individual period and recognize revenue as the control is transferred, which
suggests point-in-time recognition when the services are delivered.  Please clarify how
this method of recognition "generally equates to ratably over the service period."  In
addition, please provide disclosures of revenues recognized at a point in time and over
time for each service line disclosed in your footnote. We refer you to ASC 606-10-50-
91(f).
Revenue Disaggregation, page F-12
15.We refer to your tabular disclosure of revenue by contract type.  Please consider including
disaggregated revenue by type of service since you disclose throughout the prospectus that
you principally monetize your platform through your "Marketing, Hiring, and Telehealth
Solutions."  Reference is made to ASC 606-10-50-5 and ASC 606-10-55-91(a). Please
revise or advise.
Deferred Revenue, page F-13
16.Please clarify how the relationship between the timing of payment from your customer
and the satisfaction of your performance obligation impacts your deferred revenue
balances and when you expect to recognize as revenue the amount recognized as deferred
revenue. Please refer to ASC 606-10-50-9 and 13.  Your presentation should also include
a roll-forward of your deferred revenue liability account, if material.
Note 6. Business Combinations, Intangible Assets, and Goodwill, page F-25
17.Regarding your acquisition of Curative Talent, LLC, please explain to us your
consideration of Rule 3-05 and Article 11 of Regulation S-X.
Note 10. Stock Option Plan, page F-30
18.We note that that the fair value of your common stock is a key input to the determination
of the fair value of your stock options. Please disclose the fair value of your common
stock used in the determination of the fair value of your stock options for the period(s)
presented.
19.Please provide us with a breakdown of all stock-based compensation awards granted since
December 31 2020 including the fair value of the underlying stock used to value such
awards. To the extent there was any significant fluctuations in the fair values, please
describe for us the factors that contributed to such fluctuations, including any intervening
events within the company or changes in your valuation assumptions or methodology.

 FirstName LastNameAnna Bryson
 Comapany NameDoximity, Inc.
 April 1, 2021 Page 5
 FirstName LastName
Anna Bryson
Doximity, Inc.
April 1, 2021
Page 5
General
20.Please provide us with copies of all written communications, as defined in Securities Act
Rule 405, that you, or anyone authorized to do so on your behalf, present to potential
investors in reliance on Securities Act Section 5(d), whether or not they retain copies of
the communications.
            You may contact Joseph Cascarano, Staff Accountant at (202) 551-3376 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Matthew Derby, Staff
Attorney, at (202) 551-3334 or Larry Spirgel, Office Chief,  at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology