SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 30, 2026

Joseph Corso
Chief Financial Officer
nLIGHT, Inc.
4637 NW 18 th Avenue
Camas, Washington 98607

 Re: nLIGHT, Inc.
 Form 10-K for the Year Ended December 31, 2025
 File No. 001-38462
Dear Joseph Corso:

 We have completed our review of your filing. 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
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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 Document April 28, 2026 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention:    Melissa Gilmore Kevin Woody Re:        nLIGHT, Inc. Form 10-K for the fiscal year ended December 31, 2025 File No. 001-38462 Dear Ms. Gilmore and Mr. Woody: We are writing to respond to the comments raised in the letter to nLIGHT, Inc. (the “ Company ”), dated April 20, 2026, from the staff (the “Staff ”) of the Securities and Exchange Commission relating to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. For ease of reference in this letter, the Staff’s comment appears in bold directly above the Company’s response. Form 10-K for the fiscal year ended December 31, 2025 Notes to Consolidated Financial Statements Note 18 - Segment Information, page 62 1. You disclose that your CODM uses revenue, gross profit, and gross margin to evaluate segment performance. Please revise in future filings to clarify which of the disclosed metrics constitute the CODM’s primary measure of segment profit or loss. Response: We respectfully acknowledge the Staff’s comment, and in response to the Staff’s comment, we will revise the disclosure in our next 10-Q to clarify that gross profit is the primary measure of segment profit or loss as follows: Segment Financial Data Our Chief Executive Officer serves as the chief operating decision maker (CODM) and is responsible for reviewing segment performance and making decisions regarding resource allocation. Our CODM uses revenue, gross profit, and gross margin to evaluate each segment's performance by comparing the metrics to historical results and previously forecasted financial information. Segment gross profit is the primary measure of segment profit or loss, and cost of revenue is the only significant expense category, and therefore we have no other segment items. In addition, our CODM does not evaluate operating segments using asset or liability information. 2. We note that in your table of selected financial data by business segment, you have a column titled “Corporate and Other” and that this column consists of general and administrative overhead costs and unallocated expenses related to stock-based compensation and purchased intangible amortization, which are not used in evaluating the results of, or in the allocation of resources to, your reportable segments. As this amount appears to represent the reconciling items between the total of the gross margin segment measures and your consolidated gross margin, rather than revenue/expenses related to other segments, it should not be given prominence as a separate column, but instead should be reflected as a reconciling item in a reconciliation which totals the segment profitability measures and reconciles to consolidated income before income taxes. Refer to the guidance in ASC 280-10-50-30. Please revise your disclosure in future filings. Response: We respectfully acknowledge the Staff’s comment and, in response to the Staff’s comment, we will revise the table of segment financial data in our next 10-Q based on the guidance in ASC 280-10-50-30 as follows: 3. Please more fully explain to us how you believe you have complied with the requirements to disclose significant expenses and other segment items required by ASC 280-10-50-26A and 26B or explain how you intend to revise your disclosures in future filings to comply with this guidance. If you have no significant expense categories, please tell us where and how you explain the nature of the expense information the CODM uses to manage operations as required by ASC 280-10-50-26C or explain how you intend to revise your disclosures in future filings to comply with this guidance. Response: The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, we will revise the disclosure in our next 10-Q to comply with the requirements of ASC 280-10-50-26C, which will state that cost of sales is the only significant expense category and we have no other segment items, as noted above in our response to comment #1. * * * If the Staff has any further questions or comments concerning the Company’s response, please do not hesitate to contact me at joe.corso@nlight.net. Sincerely, NLIGHT, INC. /s/ Joseph Corso Joseph Corso Chief Financial Officer cc:    Scott Keeney, President and Chief Executive Officer, nLIGHT, Inc. James Nias, Chief Accounting Officer, nLIGHT, Inc. Julie Dimmick, General Counsel, nLIGHT, Inc. Patrick J. Schultheis and Victor Nilsson, Wilson Sonsini Goodrich & Rosati, Professional     Corporation Ryan Marquez, KPMG LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 20, 2026

Joseph Corso
Chief Financial Officer
nLIGHT, Inc.
4637 NW 18 th Avenue
Camas, Washington 98607

 Re: nLIGHT, Inc.
 Form 10-K for the Year Ended December 31, 2025
 Filed February 27, 2026
 File No. 001-38462
Dear Joseph Corso:

 We have limited our review of your filing 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 December 31, 2025
Notes to Consolidated Financial Statements
Note 18 - Segment Information, page 62

1. You disclose that your CODM uses revenue, gross profit, and gross margin
to evaluate
 segment performance. Please revise in future filings to clarify which of
the disclosed
 metrics constitute the CODM s primary measure of segment profit or
loss.
2. We note that in your table of selected financial data by business
segment, you have a
 column titled Corporate and Other and that this column consists of
general and
 administrative overhead costs and unallocated expenses related to
stock-based
 compensation and purchased intangible amortization, which are not used
in evaluating
 the results of, or in the allocation of resources to, your reportable
segments. As this
 amount appears to represent the reconciling items between the total of
the gross margin
 segment measures and your consolidated gross margin, rather than
revenue/expenses
 related to other segments, it should not be given prominence as a
separate column, but
 instead should be reflected as a reconciling item in a reconciliation
which totals the
 segment profitability measures and reconciles to consolidated income
before income
 April 20, 2026
Page 2

 taxes. Refer to the guidance in ASC 280-10-50-30. Please revise your
disclosure in
 future filings.
3. Please more fully explain to us how you believe you have complied with
the
 requirements to disclose significant expenses and other segment items
required by ASC
 280-10-50-26A and 26B or explain how you intend to revise your
disclosures in future
 filings to comply with this guidance. If you have no significant expense
categories,
 please tell us where and how you explain the nature of the expense
information the
 CODM uses to manage operations as required by ASC 280-10-50-26C or
explain how
 you intend to revise your disclosures in future filings to comply with
this guidance.
 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 Melissa Gilmore at 202-551-3777 or Kevin Woody at
202-551-3629 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
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September 4, 2018

VIA EDGAR & FACSIMILE

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:                             nLIGHT, Inc.

Registration Statement on Form S-1 (Registration File No. 333-227177)

Dear Sir/Madam:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we, the representatives of the several underwriters for the proposed public offering of shares of common stock, par value $0.0001 per share, of nLIGHT, Inc. pursuant to the above-named Registration Statement, hereby join in the request of nLIGHT, Inc. for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 p.m., Eastern Time, on September 6, 2018, or as soon as possible thereafter.

Pursuant to Rule 460 under the Act, we wish to advise you that as of the time of this filing, the underwriters have not yet made any distribution of the preliminary prospectus dated September 4, 2018. However, the underwriters are taking steps to see that all underwriters, brokers or dealers participating in the public offering of shares of common stock of nLIGHT, Inc. pursuant to the above-captioned Registration Statement are promptly furnished with sufficient copies of the preliminary and final prospectus to enable them to comply with the prospectus delivery requirements of Section 5(b)(1) and (2) of the Act.

We, the undersigned, as representatives of the several underwriters for the proposed public offering, have complied and will continue to comply, and we have been informed by the participating underwriters 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, in connection with the proposed public offering.

Very truly yours,

STIFEL, NICOLAUS & COMPANY, INCORPORATED
 RAYMOND JAMES & ASSOCIATES, INC.

By:   Stifel, Nicolaus & Company, Incorporated

By:

/s/   Keith Lister

Name:   Keith Lister

Title:   Managing Director

By:   Raymond James & Associates, Inc.

By:

/s/   Kent Nelson

Name:   Kent Nelson

Title:   Senior Managing Director

CORRESP
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September 4, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3720

Attention:

Amanda Ravitz

David Burton

Lynn Dicker

Tim Buchmiller

Geoff Kruczek

Re:

nLIGHT, Inc.

Registration Statement on   Form S-1

(File No. 333-227177)

Acceleration Request

Requested Date:

Thursday, September 6, 2018

Requested Time:

4:00 P.M. Eastern Daylight Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, nLIGHT, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-227177) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Ross Tanaka at (206) 883-2651.

The Company understands that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the offering of the securities covered by the Registration Statements.

[Signature page follows]

Sincerely,

NLIGHT, INC.

/s/ Ran Bareket

Ran Bareket

Chief Financial Officer

Enclosures

cc:                                Scott H. Keeney, nLIGHT, Inc.

Kerry Hill, nLIGHT, Inc.

Patrick J. Schultheis, Wilson Sonsini Goodrich & Rosati, P.C.

Jeana S. Kim, Wilson Sonsini Goodrich & Rosati, P.C.

Bryan D. King, Wilson Sonsini Goodrich & Rosati, P.C.

Warren T. Lazarow, O’Melveny & Myers LLP

Eric C. Sibbitt, O’Melveny & Myers LLP

2

August 24, 2018
Scott Keeney
President and Chief Executive Officer
nLIGHT, Inc.
5408 Northeast 88th Street, Building E
Vancouver, Washington 98665
Re:nLIGHT, Inc.
Draft Registration Statement on Form S-1
Submitted August 20, 2018
CIK No. 0001124796
Dear Mr. Keeney:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. 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 Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Jeana S. Kim, Esq.

CORRESP
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April 23, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3720

Attention:

Amanda Ravitz

David Burton

Lynn Dicker

Tim Buchmiller

Geoff Kruczek

Re:

nLIGHT, Inc.

Registration Statement on   Form S-1

(File No. 333-224055)

Acceleration Request

Requested Date:

Wednesday, April 25, 2018

Requested Time:

4:00 P.M. Eastern Daylight Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, nLIGHT, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-224055) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Ross Tanaka at (206) 883-2651.

The Company understands that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the offering of the securities covered by the Registration Statements.

[Signature page follows]

Securities and Exchange Commission

April 23, 2018

Page 2

Sincerely,

NLIGHT, INC.

/s/ Ran Bareket

Ran Bareket

Chief Financial Officer

Enclosures

cc:                                Scott H. Keeney, nLIGHT, Inc.

Kerry Hill, nLIGHT, Inc.

Patrick J. Schultheis, Wilson Sonsini Goodrich & Rosati P.C.

Jeana S. Kim, Wilson Sonsini Goodrich & Rosati P.C.

Bryan D. King, Wilson Sonsini Goodrich & Rosati P.C.

Warren T. Lazarow, O’Melveny & Myers LLP

Eric C. Sibbitt, O’Melveny & Myers LLP

CORRESP
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April 23, 2018

VIA EDGAR & FACSIMILE

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:                             nLIGHT, Inc.

Registration Statement on Form S-1 (Registration File No. 333-224055)

Dear Sir/Madam:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we, the representatives of the several underwriters for the proposed public offering of shares of common stock, par value $0.0001 per share, of nLIGHT, Inc. pursuant to the above-named Registration Statement, hereby join in the request of nLIGHT, Inc. for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 p.m., Eastern Time, on April 25, 2018, or as soon as possible thereafter.

Pursuant to Rule 460 under the Act, we wish to advise you that we have distributed approximately 3,170 copies of the preliminary prospectus dated April 16, 2018, through the date hereof, to prospective institutional and retail investors. No copies of the preliminary prospectus were distributed to prospective underwriters or dealers.

We, the undersigned, as representatives of the several underwriters for the proposed public offering, have complied and will continue to comply, and we have been informed by the participating underwriters 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, in connection with the proposed public offering.

Very truly yours,

STIFEL,   NICOLAUS & COMPANY, INCORPORATED

RAYMOND   JAMES & ASSOCIATES, INC.

By:

Stifel,   Nicolaus & Company, Incorporated

By:

/s/   Keith Lister

Name:

Keith Lister

Title:

 Managing   Director

By:

Raymond   James & Associates, Inc.

By:

/s/   Justin Roman

Name:

Justin Roman

Title:

Senior Vice President

CORRESP
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April 16, 2018

Via EDGAR and Overnight Delivery

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3720

Attention:                                         Amanda Ravitz

David Burton

Lynn Dicker

Tim Buchmiller

Geoff Kruczek

Re:                             nLIGHT, Inc.

Registration Statement on Form S-1
 Submitted March 30, 2018
 File No. 333-224055

Ladies and Gentlemen:

On behalf of nLIGHT, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated April 11, 2018, relating to the Company’s Registration Statement on Form S-1 (File No. 333-224055) submitted to the Commission on March 30, 2018 (the “Registration Statement”).

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response.  Except as otherwise specifically indicated, page references herein correspond to the page of the Registration Statement.

Comparison of Years Ended December 31, 2017 and 2016, page 54

1.                                      Given the “offset” mentioned in your response to prior comment 2, it remains unclear how price decreases did not materially change your results of operations. Please expand to describe and quantify the “impact of price decreases on maturing products [which] was offset by growth in sales volumes and introduction of new products.” Also expand to clarify why disclosing such information would be “artificial” and “could potentially confuse investors.”

In response to the Staff’s comment, the Company has revised page 52 of the Registration Statement.

****

Please direct any questions regarding the Company’s responses to me at (206) 883-2575 or jskim@wsgr.com.

Sincerely,

WILSON SONSINI   GOODRICH & ROSATI

Professional   Corporation

/s/ Jeana S. Kim

Jeana S. Kim

cc:                                Scott H. Keeney, nLIGHT, Inc.

Ran Bareket, nLIGHT, Inc.

Kerry Hill, nLIGHT, Inc.

Patrick J. Schultheis, Wilson Sonsini Goodrich & Rosati P.C.

Bryan D. King, Wilson Sonsini Goodrich & Rosati P.C.

Warren T. Lazarow, O’Melveny & Myers LLP

Eric C. Sibbitt, O’Melveny & Myers LLP

Rod Clark, KPMG LLP

2

Mail Stop 3030
April 11, 2018

Scott H. Keeney
President and Chief Executive Officer
nLIGHT, Inc.
5408 Northeast 88th Street, Building E
Vancouver, Washington 98665

Re: nLIGHT, Inc.
Registration Statement on Form S -1
Filed March 30, 2018
  File No. 333-224055

Dear Mr. Keeney :

We have reviewed your 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 amending your registration statement and providing the
requested information .  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 reviewin g any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Comparison of Years Ended December  31, 2017 and 2016, page  54

1. Given the “offset” mentioned in your response to prior comment 2, it remains unclear
how price decreases did not materially change your results of operations.  Please expand
to describe and quantify the “impact of price decreases on maturing products [which] was
offset by growth in sales volumes and i ntroduction of new products.”  Also expand to
clarify why disclosing such information would be “artificial” and “could potentially
confuse investors.”

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.

Scott H. Keeney
nLIGHT, Inc.
April 11 , 2018
Page 2

 Refer to Rules 460 and 461 regarding requests for  acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective dat e of the registration
statement.

You may contact David Burton at (202) 551 -3626 or Lynn Dicker , Senior Accountants,
at (202) 551 -3616 if you have questions regarding comments on the financial statements and
related matters.  Please contact Tim Buchmiller at (202) 551 -3635 or Geoff Kruczek , Senior
Attorney , at (202)  551-3641 with any other questions.

Sincerely,

 /s/ Geoff Kruczek for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Jeana S. Kim, Esq.
 Wilson Sonsini Goodrich & Rosati
 Professional Corporation

CORRESP
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March 30, 2018

Via EDGAR and Overnight Delivery

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3720

Attention:                                         Amanda Ravitz

David Burton

Lynn Dicker

Tim Buchmiller

Geoff Kruczek

Re:                             nLIGHT, Inc.

Amendment No. 2 to

Draft Registration Statement on Form S-1
 Submitted March 6, 2018
 CIK No. 0001124796

Ladies and Gentlemen:

On behalf of nLIGHT, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated March 15, 2018, relating to Amendment No. 2 to the Company’s Draft Registration Statement on Form S-1 (CIK No. 0001124796) submitted to the Commission on March 6, 2018 (the “Draft Registration Statement”). We are concurrently submitting via EDGAR this letter and filing a Registration Statement on Form S-1 (the “Registration Statement”).  For the Staff’s reference, we are providing the Staff with both an unmarked copy of the Registration Statement and a copy marked to show all changes from the Draft Registration Statement.

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response.  Except as otherwise specifically indicated, page references herein correspond to the page of the Registration Statement.

Prospectus Summary, page 1

1.                                      Please tell us the reasons for the changed market data disclosed in your prospectus.  Please provide us copies of the data used in your prior submissions and the data used in this submission relating to the size of your addressable markets.  Please also provide us with copies of the “industry sources” referenced in your response to prior comment 3.

The Company acknowledges the Staff’s comment and submits that it will supplementally provide the Staff with the reasons for the changed market data in the prospectus, copies of the data used in the Registration Statement and prior submissions and copies of the “industry sources” referenced in its response to prior comment 3.

Comparison of Years Ended December 31, 2017 and 2016, page 54

2.                                      It remains unclear from your response to prior comment 4 and your revised disclosure whether your results of operations were materially affected by decreases in the prices of your products which you indicate throughout your prospectus is a known trend.  Your disclosure should address all material factors impacting your operations for each period presented and should quantify those factors.  Please revise your disclosure as appropriate.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that decreases in the prices of the Company’s products did not materially affect the Company’s results of operations for the year ended December 31, 2017 compared to the year ended December 31, 2016. Moreover, the Company’s gross margin increased from 22.9% to 31.9% for the year ended December 31, 2017.

Products in the laser industry, like many other technology and high growth industries, have historically experienced declining prices in a competitive market. Over time, as a specific product of the Company matures, it experiences price decreases. In the periods presented, the revenue impact of price decreases on maturing products was offset by growth in sales volumes and introduction of new products with improved capabilities.  The Company submits to the Staff that quantifying these factors would be artificial and could potentially confuse investors. The Company respectfully submits that it has disclosed and quantified all of the relevant factors that materially impacted the Company’s revenues in 2017 compared to 2016 on page 54 of the Registration Statement.

In addition, as disclosed on page 54 of the Registration Statement, the Company’s gross margin increased over this period due to manufacturing efficiencies realized in its laser production, cost reductions for raw materials, a reduction in manufacturing overhead as a percentage of revenues, and an increase in overhead capitalized in inventory due to higher inventory levels at the end of 2017.

In response to the Staff’s comment, the Company has revised page 50 of the Registration Statement to remove disclosure regarding erosion in the average selling prices of the Company’s products as a factor affecting the Company’s performance in the periods presented. In addition, in response to the Staff’s comment, the Company has revised pages 6, 14 and 20 of the Registration Statement.

****

2

Please direct any questions regarding the Company’s responses or the revised draft of the Registration Statement to me at (206) 883-2575 or jskim@wsgr.com.

Sincerely,

WILSON SONSINI   GOODRICH & ROSATI

Professional   Corporation

/s/ Jeana S. Kim

Jeana S. Kim

cc:

Scott H. Keeney,   nLIGHT, Inc.

Ran Bareket,   nLIGHT, Inc.

Kerry Hill,   nLIGHT, Inc.

Patrick J. Schultheis,   Wilson Sonsini Goodrich & Rosati P.C.

Bryan D. King, Wilson   Sonsini Goodrich & Rosati P.C.

Warren T. Lazarow,   O’Melveny & Myers LLP

Eric C. Sibbitt,   O’Melveny & Myers LLP

Rod Clark, KPMG LLP

3

Mail Stop 3030
March 15, 2018

Scott H. Keeney
President and Chief Executive Officer
nLIGHT, Inc.
5408 Northeast 88th Street, Building E
Vancouver, Washington 98665

Re: nLIGHT, Inc.
Amendment No. 2 to
Draft Registration Statement on Form S -1
Submitted March 6, 2018
  CIK No. 0001124796

Dear Mr. Keeney :

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 discl osure.

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.

Prospectus Summary, page 1

1. Please tell us the reasons for the changed market data disclosed in your prospectus.
Please provide us copies of the data used in your prior submissions and the data used in
this submission relating to the size of your addressable markets.  Please also provide us
with copies of the “industry sources” referenced in your response to prior comment 3.

Comparison of Years Ended December 31, 2017 and 2016 , page 54

2. It remains unclear from your res ponse to prior comment 4 and your revised disclosure
whether your results of operations were materially affected by decreases in the prices of
your products which you indicate throughout your prospectus is a known trend.  Your

Scott H. Keeney
nLIGHT, Inc.
March 15 , 2018
Page 2

 disclosure should address all  material  factors  impacting your operations for each period
presented  and should quantify those factors .  Please revise your disclosure as appropriate .

You may contact David Burton at (202) 551 -3626 or Lynn Dicker , Senior Accountants,
at (202) 551 -3616 if you have questions regarding comments on the financial statements and
related matters.  Please contact Tim Buchmiller at (202) 551 -3635 or Geoff Kruczek , Senior
Attorney , at (202)  551-3641 with any other questions.

Sincerely,

 /s/ Geoff Kruczek for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Bryan D. King , Esq.
 Wilson Sonsini Goodrich & Rosati
 Professional Corporation

Mail Stop 3030
February 27, 2018

Scott H. Keeney
President and Chief Executive Officer
nLIGHT, Inc.
5408 Northeast 88th Street, Building E
Vancouver, Washington 98665

Re: nLIGHT, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S -1
Submitted February 12, 2018
  CIK No. 0001124796

Dear Mr. Keeney :

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 underst and 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 y our 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.

Capitalization, page 43

1. Please revise the table to end with a caption labelled as Total debt and total stockholders’
equity instead of Total liabilities and total stockholders’ equity.   Further, present your
Cash and cash equivalent amounts separately by including double lines un der the
amounts and do not include them when calculating your total capitalization or Total debt
and total stockholders’ equity amounts.

Dilution, page 45

2. Please provide us with your calculation of pro forma net tangible book value and pro
forma net tangible book value per share as of December 31, 2017.   In that regard, explain
how you determined total tangible assets.

Scott H. Keeney
nLIGHT, Inc.
February 27 , 2018
Page 2

Management’s Discussion and Analysis . . ., page 49

3. Please expand your revisions in response to prior comment 10 to clarify the exte nt to
which your products are “displacing” other laser and non -laser technologies.  Also, if
these competing technologies hold a significantly greater share of the markets in which
you compete, please revise to clarify your competitive position.

Compariso n of Years Ended December 31, 2017 and 2016 , page 54

4. Please expand your revisions in response to prior comment 11 to quantify the amount of
the disclosed changes attributable to volume and new products.  Please also revise to
quantify any material offsett ing changes in price, given your disclosure on page 50
regarding typical erosion of average selling prices in your industry and as your products
mature.

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm, page F -2

5. Please amend your filing to include an audit report that is signed by your independent
registered public accounting firm as required by Rule 2 -02(a) of Regulation S -X.  Refer
to Item 302(a) of Regulation S -T which provides guidance on including signatures in
electronic filings.

Exhibits

6. We note the disclosure on page 106 regarding the agreement with Mr. Bareket.  Please
file that agreement as an exhibit.  Please also file as exhibits the agreements related to the
“arrangements” referenced on pages 92-93.

Scott H. Keeney
nLIGHT, Inc.
February 27 , 2018
Page 3

 You may contact David Burton at (202) 551 -3626 or Lynn Dicker , Senior Accountants,
at (202) 551 -3616 if you have questions regarding comments on the financial statements and
related matters.  Please contact Tim Buchmiller at (202) 551 -3635 or Geoff  Kruczek , Senior
Attorney , at (202)  551-3641 with any other questions.

Sincerely,

 /s/ Geoff Kruczek for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Bryan D. King , Esq.
 Wilson Sonsini Goodrich & Rosati
 Professional Co rporation

Mail Stop 3030
January 16, 2018

Scott H. Keeney
President and Chief Executive Officer
nLIGHT, Inc.
5408 Northeast 88th Street, Building E
Vancouver, Washington 98665

Re: nLIGHT, Inc.
Draft Registration Statement on Form S -1
Submitted December 20, 2017
  CIK No. 0001124796

Dear Mr. Keeney :

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.

Table of Contents

1. In the first paragraph following the table of contents , please clarify that investors may
also rely on information contained in any free writing prospectus you have authorized for
use in connection with the registration statement .

Prospectus Summary

2. Provide us independent, objective support for your statement in the first paragraph that
you are a “leading provider of high-power semiconductor and fiber lasers” and for your
statement in the second paragraph that your lase rs are “the industry’s most brilliant.”  In
light of your market share, please clarify  the basis for your disclosure that “[y]our lasers
are changing not only the way things are made but also the things that can be made.”

Scott H. Keeney
nLIGHT, Inc.
January 16, 2018
Page 2

 3. We note your indication of revenu e and net loss during 2016.  Please also indicate, if
true, that you have experienced net losses in each year since inception in 2000 and
disclose your accumulated deficit as of your most recent balance sheet date.

Reliability, page 3

4. Disclose the basis for your belief that your fiber lasers are industry leaders in power
stability .

Emerging Growth Company Status, page 7

5. Supplementally provide us with copies of all written communications, as defined in
Rule  405 under the Securities Act, that you , or anyo ne authorized to do so on your behalf ,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communication.

Summary Consolidated Financial Data, page 10

6. We note disclosures in this section and throughout the filing that you intend to present
pro forma adjustments that give effect to the automatic conversion of all of your
outstanding shares of preferred stock into shares of common stock and the conversion of
convertible preferred sto ck warrants into common stock warrants.   We further note your
disclosures on pages F -24 and F -28 that your preferred stock automatically convert into
shares of common stock upon an initial public offering provided that the offering price is
not less than $ 1.437 per share and the aggregate cash proceeds to the company are not
less than $50  million.   Please tell us whether you presently expect the offering to meet
such conditions.   Otherwise, explain to us why you believe these pro forma adjustments
will be f actually supportable.

Special Note .., page 39

7. The statutory safe harbor to which you refer is inapplicable to statements made in
connection with this initial public offering.  Please revise to eliminate any implication to
the contrary.

Dilution, page 45

8. Please disclose how the numbers and percentages in the table on page 46 would change,
assuming the exerc ise of all outstanding options and warrants.

Management’s Discussion and Analysis…, page 49

9. We note from your disclosure under “Our Market Opportuni ty” on page 4 that the
projected compound annual growth rate appears to be slightly less than 7% for the overall

Scott H. Keeney
nLIGHT, Inc.
January 16, 2018
Page 3

 laser market.  We also note from your disclosure that your industry experiences declining
average selling prices.  Discuss any known trends as to the relation between projected
industry growth rates and anticipated declines in average selling prices.  Clarify how you
intend to achieve profitability if your sales growth does not exceed price declines.
Expand your risk factor disclosure as appropr iate.

10. We note your disclosures regarding the performance and attributes of your products and
your position as a leading provider of lasers, and your disclosure about how
semiconductor and fiber lasers are “displacing” other laser and non -laser technologies .
Given your history of losses in each year since 2000 , please revise to describe these
trend s and your competitive position  in more detail  and discuss and analyze how they
have affected your revenue growth, gross margins and net losses for th e periods
presented.

Revenues, page 53

11. Given your disclosure regarding declining average sales prices, separately address and
quantify how changes in volume, introduction of new products and changes in the prices
of your products affected revenues for th e periods presented, as well as the reasons
underlying those changes.  We note, in this regard, that you list on page 50 factors that
may potentially cause the underlying changes in volume and price; however, it is unclear
what, if any, of those factors ac tually caused the changes for the periods presented.

Business, page 66

12. We note your disclosure on page 17 that two customers accounted for 10% or more of
your revenues in 2016.  Disclose the name of any customer that accounts for 10% or
more of your sale s and the loss of which would have a material adverse effect on you.

Products, page 72

13. Please disclose the amount of revenues for each of the last three fiscal years contributed
by each of the products referenced on this page.

Research and Development, page 75

14. Expand your disclosure to indicate the amount spent on research and development during
each of the last three fiscal years .

Manufacturing, Sources of Supply and Raw Materials, page 77

15. Please revise to clarify the extent of utilization of your ma nufacturing facilities, given
your disclosure on pages 53 -54 regarding improved absorption of fixed costs.

Scott H. Keeney
nLIGHT, Inc.
January 16, 2018
Page 4

 You may contact David Burton at (202) 551 -3626 or Lynn Dicker , at (202) 551 -3616 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Tim Buchmiller at (202) 551 -3635 or Geoff Kruczek , Senior Attorney , at (202)  551-3641
with any other questions.

Sincerely,

 /s/ Geoff Kruczek for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Bryan D. King , Esq.
 Wilson Sonsini Goodrich & Rosati
 Professional Corporation