SecProbe.io

CORRESP
 1
 filename1.htm

 March 11, 2026

 Via EDGAR Transmission

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: 908 Devices Inc.

 Acceleration Request for Registration Statement on Form S-3

 File No. 333-294130

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the " Act "), 908 Devices Inc. (the " Company ") hereby requests that the effective
date of the above-referenced registration statement (the " Registration Statement ") be accelerated to March 13,
2026, at 4:01 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Cooley LLP, request by telephone
that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges
that it is aware of its responsibilities under the Act.

 If you have any questions regarding this request,
please contact Eric Blanchard of Cooley LLP at (617) 937-2445.

 Sincerely,

 908 DEVICES INC.

 /s/ Kevin J. Knopp

 Kevin J. Knopp, Ph.D.

 Chief Executive Officer

 cc:
 Joseph H. Griffith IV, Chief Financial Officer, 908 Devices Inc.

 Mark S. Levine, Chief Legal and Administrative Officer

 Eric Blanchard, Esq., Cooley LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 11, 2026

Kevin Knopp
Chief Executive Officer
908 Devices Inc.
44 3rd Avenue
Burlington, MA 01803

 Re: 908 Devices Inc.
 Registration Statement on Form S-3
 Filed March 09, 2026
 File No. 333-294130
Dear Kevin Knopp:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 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 Nicholas O'Leary at 202-551-4451 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
cc: Trevor Bossi, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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May 18, 2022

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: 908 Devices Inc.

Acceleration Request for Registration Statement on Form S-3

File No. 333-264828

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), 908 Devices Inc. (the “Company”) hereby requests that the effective
date of the above-referenced registration statement (the “Registration Statement”) be accelerated to May 20, 2022,
at 4:01 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone
that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges
that it is aware of its responsibilities under the Act.

If you have any questions regarding this request,
please contact Michael J. Minahan of Goodwin Procter LLP at (617) 570-1021.

    Sincerely,

    908 DEVICES INC.

    /s/ Kevin J. Knopp

    Kevin J. Knopp

    Chief Executive Officer

    cc:
    Joseph H. Griffith IV, Chief Financial Officer, 908 Devices Inc.

    Michael S. Turner, Vice President, General Counsel, 908 Devices Inc.

    Michael J. Minahan, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
May 18, 2022
Kevin Knopp
Chief Executive Officer
908 Devices Inc.
645 Summer Street
Boston, MA 02210
Re:908 Devices Inc.
Registration Statement on Form S-3
Filed May 10, 2022
File No. 333-264828
Dear Mr. Knopp:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            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 Michael Davis at 202-551-4385 or Christopher Edwards at 202-551-
6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael J. Minahan

CORRESP
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November 8, 2021

Office of Life Sciences

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: 908 Devices Inc.

Registration
Statement on Form S-1 (File No. 333-260865)

Request for Acceleration

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 as of the date hereof, approximately 1,000 copies
of the Preliminary Prospectus dated November 8, 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 4:01 p.m. Eastern Time, on Wednesday,
November 10, 2021 or as soon thereafter as practicable.

[Signature page follows]

Very truly yours,

Cowen and Company, LLC

SVB Leerink LLC

As representatives of the Underwriters

  By:
  Cowen and Company, LLC

    By:
    /s/ E. James Streator, III

    Name: E. James Streator,
    III

    Title: Managing Director

  By:
  SVB Leerink LLC

    By:
    /s/ Ryan Lindquist

    Name: Ryan Lindquist

    Title: Senior Managing Director

[Signature Page to 908 Devices Inc. Acceleration
Request]

CORRESP
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November 8, 2021

Office of Life Sciences

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:          908 Devices Inc.

Registration Statement on Form S-1 (File No. 333-260865)

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “Act”), 908 Devices Inc. (the “Company”) hereby requests that the effective date and
time of the above-referenced registration statement (the “Registration Statement”) be accelerated to November 10, 2021 at
4:01 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 Evyn W. Rabinowitz at (212) 459-7146. 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: Evyn W. Rabinowitz.

Under separate cover, Cowen and Company, LLC and
SVB Leerink 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 Evyn W. Rabinowitz of Goodwin Procter LLP at (212) 459-7146.

Sincerely,

908 DEVICES INC.

    By:
    /s/ Kevin J. Knopp

    Name: Kevin J. Knopp

    Title: Chief Executive Officer and Director

cc:            Joseph H. Griffith IV, Chief Financial
Officer, 908 Devices Inc.

Michael S. Turner, Vice President,
General Counsel, 908 Devices, Inc.

Michael J. Minahan, Esq.,
Goodwin Procter LLP

Evyn W. Rabinowitz, Esq.,
Goodwin Procter LLP

[Signature Page to 908 Devices Inc. Acceleration Request]

United States securities and exchange commission logo
May 6, 2021
Kevin J. Knopp
Chief Executive Officer
908 Devices Inc.
645 Summer Street
Boston, MA 02210
Re:908 Devices Inc.
Draft Registration Statement on Form S-1
Submitted April 30, 2021
CIK No. 0001555279
Dear Mr. Knopp:
            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 Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael J. Minahan, Esq.

CORRESP
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VIA EDGAR

December 15, 2020

Division of Corporation Finance

Office of Life Sciences

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Ms. Christine Westbrook

 Re: 908 Devices Inc.

Acceleration Request for Registration Statement on Form S-1

File No. 333-250954

Requested Date:         December
17, 2020

Requested Time:        4:00 p.m.
Eastern Standard Time

Dear Ms. Westbrook:

Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), 908 Devices Inc. (the “Company”)
hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”)
be accelerated to December 17, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside
counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. 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 Evyn W. Rabinowitz at
(212) 459-7146. We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the
 “Commission”) verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin
Procter LLP, Attention: Evyn W. Rabinowitz, by email at ERabinowitz@goodwinlaw.com.

[Remainder of page left intentionally
blank]

If you have any questions regarding this
request, please contact Evyn W. Rabinowitz of Goodwin Procter LLP at (212) 459-7146.

    Sincerely,

    908 Devices INC.

    /s/ Kevin J. Knopp

    Kevin J. Knopp

    Chief Executive Officer and Director

 cc: Joseph H. Griffith IV, Chief Financial Officer, 908 Devices Inc.

Michael S. Turner, Vice President,
General Counsel, 908 Devices, Inc.

Michael J. Minahan, Esq., Goodwin Procter LLP

[Signature Page to Acceleration Request]

CORRESP
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filename1.htm

December 15, 2020

Office of Life Sciences

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:        908 Devices Inc.

Registration Statement on Form S-1 (File No. 333-250954)

Request for Acceleration

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 as of the date hereof,
approximately 860 copies of the Preliminary Prospectus dated December 14, 2020 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 4:00 p.m. Eastern Time, on
Thursday, December 17, 2020 or as soon thereafter as practicable.

[Signature page follows]

    Very truly yours,

    Cowen and Company, LLC

    SVB Leerink LLC

    As representatives of the Underwriters

    By:
    Cowen and Company, LLC

    By:
    /s/ Bill Follis

    Name:
    Bill Follis

    Title:
    Managing Director

    By:
    SVB Leerink LLC

    By:
    /s/ Ryan Lindquist

    Name:
    Ryan Lindquist

    Title:
    Managing Director

[Signature Page to 908 Devices Inc. Acceleration Request]

CORRESP
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    Michael
    J. Minahan
    Goodwin
    Procter LLP

    +1
    617 570 1021
    100
    Northern Avenue

    mminahan@goodwinlaw.com
    Boston,
    MA 02210

    goodwinlaw.com

    +1
    617 570 1000

December 4, 2020

CERTAIN
PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A
PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

VIA EDGAR AND HAND DELIVERY

CONFIDENTIAL

Division of Corporation Finance

Office of Life
Sciences

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

   Re: 908 Devices Inc.

Draft Registration Statement on Form S-1

Submitted October 2, 2020

CIK No. 0001555279

Dear Ladies and
Gentlemen:

This
letter is submitted on behalf of 908 Devices Inc. (the “Company”) in response to the comments of the staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
 “Commission”) with respect to the Company’s Draft Registration Statement on Form S-1 submitted on
October 2, 2020 and (the “Draft Registration Statement”), as amended on November 6, 2020, and as filed
with the Commission on November 25, 2020 (the “Registration Statement”), and as amended on December 1,
2020 (“Amendment No.1”), as set forth in comment 5 of your letter dated October 30, 2020 addressed to
Kevin J. Knopp, Chief Executive Officer of the Company (the “Comment Letter”). We are providing this
letter on the basis of information provided to us by the Company.

We are respectfully requesting
confidential treatment for certain portions of this letter pursuant to Rule 83 promulgated by the Commission, 17 C.F.R. §200.83.
This letter is accompanied by such request for confidential treatment because of the commercially sensitive nature of the information
discussed in this letter. A redacted letter will be filed on EDGAR, omitting the confidential information contained in this letter.

For reference purposes, the
text of the Comment Letter has been reproduced and italicized herein followed by the Company’s response.

Unless otherwise indicated, page references in
the descriptions of the Staff’s comments refer to the Draft Registration Statement, and page references in the response refers
to the Registration Statement. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in
the Registration Statement.

Management's Discussion and Analysis of
Financial Condition and Results of

Operation Critical Accounting Policies and Significant Judgments and Estimates

Stock Based Compensation - Determination of
Fair Value of Common Stock, page 79

5. Once you have an estimated offering price or range, please explain to us how you determined
the fair value of the awards underlying your incentive units and the reasons for any differences between the recent valuations
of your units leading up to the IPO and the estimated offering price. Please clarify how you considered issuances of preferred
stock at significantly higher prices in your valuation. This information will help facilitate our review of your accounting for
equity issuances including unit-based compensation. Please discuss with the staff how to submit your response.

Division of Corporation Finance

Office of Life Sciences

 United States Securities and Exchange Commission

December 4, 2020

Page 2

Preliminary IPO Price Range

To assist the Staff in its
evaluation of stock compensation disclosures and certain other matters, the Company advises the Staff that the Company currently
estimates a price range of $[***] to $[***] per share (the “Preliminary Price Range”) for the initial
public offering (the “IPO”) of its common stock, resulting in a midpoint of the Preliminary Price Range of $[***]
per share. The Preliminary Price Range has been estimated based on several factors, including developments in the Company’s
business, input received from the Company’s “testing-the-waters” meetings, current market conditions and input
received from representatives of the underwriters.

The Preliminary Price Range
does not take into account the current lack of liquidity for the Company’s common stock and assumes a successful IPO with
no weighting attributed to any other outcome for the Company’s business, such as remaining a privately held company or being
sold in an acquisition transaction. As is typical for initial public offerings, the Preliminary Price Range was not derived using
a formal determination of fair value but was determined as a result of discussions among representatives of both the Company and
the underwriters. During these discussions regarding the Preliminary Price Range, the parties considered quantitative factors,
as well as non-quantitative factors, such as the valuations of other recently completed public offerings and evaluating those issuers’
respective stages of development as compared to the Company, the current valuations of other comparable public companies, and recent
market conditions. The Preliminary Price Range also does not reflect any stock split (or reverse stock split) that may be effected
by the Company prior to the IPO; however, the Company would not expect any such stock split (or reverse stock split) to impact
the Preliminary Price Range in any manner other than to decrease (or increase) it in proportion to the stock split (or reverse
stock split) itself.

The actual bona fide price
range to be included in the Registration Statement has not yet been determined and remains subject to adjustment based on further
discussions between the Company and the underwriters, developments in the Company’s business, market conditions and other
factors, a number of which are outside of the Company’s control. However, the Company expects that the actual bona fide price
range to be included in the Registration Statement will be within the Preliminary Price Range, and will be reflected in an amendment
to the Registration Statement that will be filed before the commencement of the road show and in compliance with the Staff’s
interpretation regarding the parameters of a bona fide price range.

Determining the Fair Value
of Common Stock Prior to the IPO

As there has been no public
market for the Company’s common stock to date, the estimated fair value of the Company’s common stock has been determined
by the Board of Directors (the “Board”) as of the date of each option grant, with input from management, considering
the Company’s most recent arm’s-length sales of its preferred stock, including the superior rights and preferences
of the preferred stock relative to the common stock at the time of each grant, third-party valuations of its common stock and the
Board’s assessment of additional objective and subjective factors that it believed were relevant and which may have changed
from the date of the most recent third-party valuation through the date of the grant.

June 1, 2020 Valuation

As disclosed in the Registration
Statement, the Company completed a third-party retrospective valuation of its common stock as of June 1, 2020 (the “June
1, 2020 valuation”). This third-party valuation was performed in accordance with the guidance outlined in the AICPA’s
Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation and was prepared
using a hybrid method, which used both an income and market approach as indicators of equity value.

The June 1, 2020 valuation
considered two future-event scenarios: an IPO scenario and a remain private (“Private”) scenario. The enterprise
values of the Company in the IPO scenario and the Private scenario were determined using a market approach and an income approach,
respectively. The IPO scenario assumed that all shares of preferred stock would convert into shares of common stock and would no
longer have the liquidation preferences and preferential rights attributable to the shares of preferred stock as compared to the
shares of common stock prior to the IPO. The June 1, 2020 valuation probability weighted the IPO scenario at [***]% and the Private
scenario at [***]%. The [***]% weighting of the IPO scenario, with a per share value of $[***] (before giving effect to
any discount for lack of marketability), was selected due to the high perceived risk, of successfully completing an IPO in the
near term, given significant uncertainties for two principal reasons:

 · the COVID-19 pandemic had resulted in wide-ranging and severe impacts upon financial markets, including
stock markets worldwide, and initially disrupted and brought uncertainty to the IPO market for several months; and

 · the Company had not engaged any underwriters or advisors to gather insight into investor sentiment
for an IPO by the Company.

For the two future-event scenarios,
the Company then applied a discount for lack of marketability of [***]% for the Private scenario and a discount for lack of marketability
of [***]% for the IPO scenario, in each case determined by a put option analysis that considered the timing of each future-event
scenario. The June 1, 2020 valuation resulted in a valuation of the Company’s common stock of $1.06 per share.

Division of Corporation Finance

Office of Life Sciences

 United States Securities and Exchange Commission

December 4, 2020

Page 3

August 31, 2020
Valuation

As disclosed in the Registration
Statement, the Company completed a third-party valuation of its common stock as of August 31, 2020 (the “August 31, 2020
valuation”). This third-party valuation was performed in accordance with the guidance outlined in the AICPA’s Accounting
and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation and was prepared using
a hybrid method, which used both an income and market approach as indicators of equity value. The Board relied, in part, on the
results of the August 31, 2020 valuation in its determination of the fair value of common stock of $1.99 per share as of August
31, 2020, when it granted options in September 2020 for the purchase of an aggregate of 1,316,000 shares of common stock.

The August 31, 2020 valuation
considered two future-event scenarios: an IPO scenario and a Private scenario. The enterprise values of the Company in the IPO
scenario and the Private scenario were determined using a market approach and an income approach, respectively. The IPO scenario
assumed that all shares of preferred stock would convert into shares of common stock and would no longer have the liquidation preferences
and preferential rights attributable to the shares of preferred stock as compared to the shares of common stock prior to the IPO.
The August 31, 2020 valuation probability weighted the IPO scenario at [***]% and the Private scenario at [***]% reflecting
the progress made by the Company since June 1, 2020, including the following:

 · Revised forecasts reflecting operational progress and achievements, including the initial deployment
of 150 handheld devices to a government customer, the commitment of a customer to buy handheld devices to perform a pilot for broader
adoption of the technology, an increase in the pipeline for the Rebel desktop device that was launched in November 2019 and the
initial successes of Rebel customers over the first eight months of 2020;

 · Since June, the laboratories of the Company's Pharmaceutical and Biotech customers have reopened
and have begun to utilize their devices and order consumables; and

 · Between June 2020 and August 2020, the valuation of the Company increased, in part, due to increases
in publicly traded comparable companies’ total enterprise value of a mean and median of 73% percent and 57% percent, respectively.
Additionally, the market indices increased by a mean and median of 15% percent and 13% percent, respectively.

The [***]% weighting of
the IPO scenario, with a per share value of $[***] (before giving effect to any discount for lack of marketability), was selected
due to the high perceived risk, at that time, of successfully completing an IPO in the near term, given significant uncertainties
that needed to be resolved before progressing with an IPO including the following:

 · completing market assessments and further developing the positioning of the Company;

 · support at the board level to proceed with the IPO option and related investments; and

 · the Company had not conducted any “testing-the-waters” meetings and did not have insight
into investor sentiment for an IPO by the Company.

For the two future-event scenarios,
the Company then applied a discount for lack of marketability of [***]% for the Private scenario and a discount for lack of marketability
of [***]% for the IPO scenario, in each case determined by a put option analysis that considered the timing of each future-event
scenario. The August 31, 2020 valuation resulted in a valuation of the Company’s common stock of $1.99 per share.

Division of Corporation Finance

Office of Life Sciences

 United States Securities and Exchange Commission

December 4, 2020

Page 4

October
31, 2020 Valuation

As disclosed in the Registration
Statement, the Company’s most recent third-party valuation of its common stock was prepared as of October 31, 2020 (the “October
31, 2020 valuation”). This third-party valuation was performed in accordance with the guidance outlined in the AICPA’s
Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation and was prepared
using income and market approaches as indicators of equity value. The Board relied, in part, on the results of the October 31,
2020 valuation in its determination of the fair value of common stock of $4.86 per share as of October 31, 2020, when it granted
options for the purchase of an aggregate of 204,000 shares of common stock.

The October 31, 2020 valuation
considered two future-event scenarios: an IPO scenario and a Private scenario. The enterprise values of the Company in the IPO
scenario and the Private scenario were determined using a market approach and an income approach, respectively. The IPO scenario
assumed that all shares of preferred stock would convert into shares of common stock and would no longer have the liquidation preferences
and preferential rights attributable to the shares of preferred stock as compared to the shares of common stock prior to the IPO.
The October 31, 2020 valuation probability weighted the IPO scenario at [***]% and the Private scenario at [***]% reflecting
the progress made by the Company since August 31, 2020, including the following:

 · On September 3, 2020, the Company held its IPO organizational meeting with its management, underwriters
and advisors;

 · On October 2, 2020, the Company confidentially submitted its draft registration statement on Form
S-1 to the Commission;

 · The Company was on track to achieve its forecasted financial results for 2020, as discussed and
presented to the Company’s board of directors in June 2020;

 · The Company’s assessment of the initial “testing-the-waters” meetings held on
October 29, 2020 and October 30, 2020; and

 · Feedback from the underwriters and Board on momentum for pursuing an IPO option for the Company.

The [***]% weighting of the IPO scenario, with a
per share value of $[***] (before giving effect to any discount for lack of marketability), was selected due to the perceived
risk of successfully completing an IPO in the near term, given significant uncertainties that needed to be resolved, which included
the need for feedback from “testing-the-waters” meetings discussed above and thoughts on valuation from the underwriters
and other factors discussed below.

For the two future-event scenarios,
the Company then applied a discount for lack of marketability of [***]% for the Private scenario and a discount

United States securities and exchange commission logo
December 2, 2020
Kevin J. Knopp
Chief Executive Officer
908 Devices Inc.
645 Summer Street
Boston, MA 02210
Re:908 Devices Inc.
Registration Statement on Form S-1
Filed November 25, 2020
Amendment No. 1 to Registration Statement on Form S-1
Filed December 1, 2020
File No. 333-250954
Dear Mr. Knopp:
            We have reviewed your registration statement and have the following comment.  Please
respond to this letter by amending your registration statement and providing the requested
information.  If you do not believe our comment applies to your facts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-1 filed November 25, 2020
Description of Capital Stock
Choice of Forum, page 143
1.Refer to comment 13 of our October 30, 2020 letter and your disclosure indicating your
Delaware Court of Chancery forum selection provision does not apply to claims arising
under the Securities Act or Exchange Act. Please revise Section 8 of of your amended and
restated by-laws filed as Exhibit 3.5 to clearly state that this provision does not apply to
claims arising under the Securities Act or Exchange Act. Additionally, Section 8 does not
reflect the federal forum selection provision described on page 143. Please revise to
address this inconsistency.
            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.

 FirstName LastNameKevin J. Knopp
 Comapany Name908 Devices Inc.
 December 2, 2020 Page 2
 FirstName LastName
Kevin J. Knopp
908 Devices Inc.
December 2, 2020
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 date of the registration
statement.
            You may contact Christine Torney at (202) 551-3652 or Brian Cascio at (202) 551-
3676 if you have questions regarding the financial statements and related matters.  Please contact
Abby Adams at (202) 551-6902 or Christine Westbrook at (202) 551-5019 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael J. Minihan, Esq.

CORRESP
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Michael J. Minahan

+1 617 570 1021

mminahan@goodwinlaw.com

Goodwin Procter llp

100 Northern Avenue

Boston, MA 02210

goodwinlaw.com

+1 617 570 1000

November 25, 2020

Division of Corporation Finance

Office of Life Sciences

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: 908 Devices Inc.

Amendment No. 1 to Draft Registration Statement
on Form S-1

Submitted November 6, 2020

CIK No. 0001555279

Dear Ladies and Gentlemen:

On behalf of our client, 908 Devices Inc.
(the “Company”), we are hereby filing with the Securities and Exchange Commission (the “Commission”)
a Registration Statement on Form S-1 (the “Registration Statement”). The Company previously submitted a draft
Registration Statement on Form S-1 on a confidential basis on October 2, 2020 (the “Draft Submission”) and a
revised Draft Submission on November 6, 2020 (the “Amendment No. 1”). The Registration Statement has been further
revised to reflect the Company’s responses to the comment letter to Amendment No. 1 addressed to Kevin J. Knopp, Chief Executive
Officer of the Company received on November 23, 2020 (the “Comment Letter”) from the staff of the Division of
Corporation Finance (the “Staff”) of the Commission.

For reference purposes, the text of the
Comment Letter has been reproduced and italicized herein with responses below each numbered comment. Unless otherwise indicated,
page references in the descriptions of the Staff’s comments refer to the Amendment No. 1, and page references in the responses
refer to the Registration Statement. All capitalized terms used and not otherwise defined herein shall have the meanings set forth
in the Registration Statement.

The responses provided herein are based
upon information provided to Goodwin Procter LLP by the Company. In addition to submitting this letter via EDGAR, we are sending
via courier four (4) copies of each of this letter and the amended Registration Statement (marked to show changes from Amendment
No. 1).

Division of Corporation Finance

Office of Life Sciences

United States Securities and Exchange Commission

November 25, 2020

Page 2

Draft Registration Statement on Form S-1

Prospectus Summary

Overview, page 1

1. We note your response to comment 1, which we reissue in part. We note your disclosure that you foresee significant future
opportunity from the government sector and that you believe your investment with certain prospects creates a predictable pipeline
of opportunity for your devices and their entrenchment. Please revise your disclosure to remove any implication that you will be
successful in securing any particular sales to the public sector.

RESPONSE: In response to the Staff’s comment,
the Company has revised the disclosure on pages 1, 2 and 83.

Business

Licenses, page 108

2. We note your response to comment 9 and reissue the comment to the extent that you have not revised the disclosure in this
subsection to more specifically describe the subject of the UT-Battelle licenses. Additionally, your disclosure indicates that
your licenses will continue until the last expired patent or last abandoned licensed patent application. Please clarify your revised
disclosure indicating the license agreements are expected to expire in 2035 and 2040, whereas above you state your in-licensed
patents are expected to expire between 2020 and 2029.

RESPONSE: In response to the Staff’s comment,
the Company has revised the disclosure on page 108 to more specifically describe the subject of the UT-Battelle licenses.

If you should have any questions concerning the enclosed matters,
please contact the undersigned at (617) 570-1021.

Sincerely,

Michael J. Minahan

cc: Christine Torney, Securities and Exchange Commission

Brian Cascio, Securities and Exchange
Commission

Abby Adams, Securities and Exchange
Commission

Christine Westbrook, Securities
and Exchange Commission

Kevin J. Knopp, CEO, 908 Devices
Inc.

United States securities and exchange commission logo
November 23, 2020
Kevin J. Knopp
Chief Executive Officer
908 Devices Inc.
645 Summer Street
Boston, MA 02210
Re:908 Devices Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted November 6, 2020
CIK No. 0001555279
Dear Mr. Knopp:
            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 submitted on November 6, 2020
Prospectus Summary
Overview, page 1
1.We note your response to comment 1, which we reissue in part. We note your disclosure
that you foresee significant future opportunity from the government sector and that you
believe your investment with certain prospects creates a predictable pipeline of
opportunity for your devices and their entrenchment. Please revise your disclosure to
remove any implication that you will be successful in securing any particular sales to the
public sector.

 FirstName LastNameKevin J. Knopp
 Comapany Name908 Devices Inc.
 November 23, 2020 Page 2
 FirstName LastName
Kevin J. Knopp
908 Devices Inc.
November 23, 2020
Page 2
Business
Licenses, page 108
2.We note your response to comment 9 and reissue the comment to the extent that you
have not revised the disclosure in this subsection to more specifically describe the subject
of the UT-Battelle licenses.  Additionally, your disclosure indicates that your licenses will
continue until the last expired patent or last abandoned licensed patent application. Please
clarify your revised disclosure indicating the license agreements are expected to expire in
2035 and 2040, whereas above you state your in-licensed patents are expected to expire
between 2020 and 2029.
            You may contact Christine Torney at 202-551-3652 or Brian Cascio at 202-551-3676 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Abby Adams at 202-551-6902 or Christine Westbrook at 202-551-5019 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael J. Minihan, Esq.

United States securities and exchange commission logo
October 30, 2020
Kevin J. Knopp
Chief Executive Officer
908 Devices Inc.
645 Summer Street
Boston, MA 02210
Re:908 Devices Inc.
Draft Registration Statement on Form S-1
Submitted October 2, 2020
CIK No. 0001555279
Dear Mr. Knopp:
            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
Prospectus Summary
Overview, page 1
1.Your Summary should provide a balanced and factual presentation of your business.
Please revise to discuss your competitive position and the challenges you face in
implementing your business strategy. As a non-exhaustive list of examples only, please
revise to discuss:
•The significance to your revenues of contracting with government agencies through
the contract procurement process, as discussed on pages 26 and 62;
•Considerable time and expense necessary to commit to sales efforts, as discussed on
page 20, and your strategy to develop devices for a specific purpose rather than for a

 FirstName LastNameKevin J. Knopp
 Comapany Name908 Devices Inc.
 October 30, 2020 Page 2
 FirstName LastNameKevin J. Knopp
908 Devices Inc.
October 30, 2020
Page 2
wide scope of needs, as discussed on pages 3 and 91; and
•Competition from established market participants and new entrants, as discussed on
page 18.

Additionally, where you discuss your estimated total addressable market on page 5 and in
the Business section, revise to disclose assumptions underlying such estimates and risks
related to these assumptions.
Risk Factors, page 6
2.Please add a bullet point highlighting the risks related to concentration of ownership of
your common shares, as discussed on page 44.
Risk Factors
We have limited experience in marketing and sales and are in the early stages of building our
sales channels....., page 16
3.On page 16 you disclose that 28% of total revenue was attributable to two distributors,
and that you “exert limited control over existing distributors under [y]our agreements with
them.”  Please revise to disclose the material terms of your distribution agreements in the
relevant section of your prospectus and file the agreements as exhibits or tell us why you
believe such filing is not required.  Refer to Item 601(b)(10) of Regulation S-K.
Use of Proceeds, page 51
4.Revise to quantify the approximate amount of proceeds to be used for the purposes
identified, and further explain your intentions regarding research and development.  We
note the disclosure on page 23 regarding future expansion of your handheld products and
desktop products.  Refer to Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operation
Critical Accounting Policies and Significant Judgments and Estimates
Stock Based Compensation - Determination of Fair Value of Common Stock, page 79
5.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the awards underlying your incentive units and the reasons for
any differences between the recent valuations of your units leading up to the IPO and the
estimated offering price.  Please clarify how you considered issuances of preferred stock
at significantly higher prices in your valuation. This information will help facilitate our
review of your accounting for equity issuances including unit-based compensation.  Please
discuss with the staff how to submit your response.
Business
Overview, page 84
6.Please revise to disclose the basis for claiming industry-leading expertise in applying

 FirstName LastNameKevin J. Knopp
 Comapany Name908 Devices Inc.
 October 30, 2020 Page 3
 FirstName LastNameKevin J. Knopp
908 Devices Inc.
October 30, 2020
Page 3
software automation and machine learning techniques to control your device hardware and
interpret the data streaming off your devices.
Devices, page 102
7.It appears from the disclosure here and in the risk factor on page 22 that you are
substantially dependent on your supply agreement with Spark Holland B.V., the sole
supplier of your autosampler subassembly. Please revise to disclose the material terms of
your contract with Spark Holland. Additionally, please revise to summarize the material
terms of the agreements with the supplier of sampling swabs for MX908 and with
Micronit Microtechnologies B.V. Please file these agreements as exhibits or tell us why
you believe such filing is not required. Refer to Item 601(b)(10) of Regulation S-K.
Intellectual Property, page 105
8.We note your disclosure providing the expected expiry of your patent portfolio grouped
by owned patents and in-licensed patents. Please revise to disclose the scope of the patents
discussed in this section, whether such patents are owned or licensed and the related
expiry. Additionally, we note your disclosure that certain in-licensed patents are expected
to expire in 2020. Please revise to discuss whether such expiry is expected to have a
material effect on your business, including any impact on future operations and the
financial position of the company.
Licenses, page 106
9.You disclose that the UT-Battelle licenses apply to UTB-owned technology related to
Mass Spec technology “covered by such patent rights” in certain defined fields of use.
You state the UNC Agreements relate to “products, services and methods, covered by
certain patent rights owned by UNC.” You state both expire when the last patent expires
or last patent application is abandoned, unless terminated earlier.  Revise to more
specifically describe the subject of the licenses, any milestone payments, and the expected
expiry of the last to expire patent licensed under the agreement.
Executive Compensation, page 117
10.Revise to disclose the material terms of any compensation agreement with any member of
management or director that will be in effect at the time of this offering.
Certain Relationships and Related Party Transactions, page 127
11.On page 129, you disclose that Dr. Ramsey receives a percentage of the royalties you pay
to the University of North Carolina pursuant to your licensing agreement.  Disclose the
percentage of those proceeds he receives and any other material terms of his interest in
that agreement or tell us why disclosure is not required.  Refer to Item 404 of Regulation
S-K.

 FirstName LastNameKevin J. Knopp
 Comapany Name908 Devices Inc.
 October 30, 2020 Page 4
 FirstName LastNameKevin J. Knopp
908 Devices Inc.
October 30, 2020
Page 4

Principal Stockholders, page 131
12.Please identify the natural person or persons who directly or indirectly exercise sole or
shared voting and/or dispositive power with respect to the common stock held by UTEC 2
L.P. Refer to Item 403 of Regulation S-K.
Choice of Forum, page 137
13.We note your disclosure here and in the risk factor on page 48 that your forum selection
provision identifies the Court of Chancery of the State of Delaware as the exclusive forum
for certain litigation, including any "derivative action," and that a plaintiff is required to
first bring suit in that court and the action dismissed for lack of subject matter jurisdiction
before such claims may be brought in another state or federal court in Delaware. Please
disclose whether this provision applies to actions arising under the Exchange Act. In this
regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought to enforce any duty or liability created by the Exchange Act or the
rules and regulations thereunder. In addition, your forum selection provision
designates the federal district courts of the United States as the exclusive forum for claims
arising under the Securities Act. We note that Section 22 of the Securities Act
creates concurrent jurisdiction for federal and state courts over all suits brought to enforce
any duty or liability created by the Securities Act or the rules and regulations thereunder.
Please expand your disclosure to highlight the risk of uncertainty that a court would
enforce such provision and to state that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder.
Item 15. Recent Sales of Unregistered Securities, page II-2
14.We note your disclosure concerning aggregate shares sold or options granted on multiple
dates.  Please revise to more specifically disclose the date of sale and amount of securities
sold or granted and the aggregate consideration for those particular dates.  Refer to Rule
701(a) and (c) of Regulation S-K.
General
15.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone 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 communications.

 FirstName LastNameKevin J. Knopp
 Comapany Name908 Devices Inc.
 October 30, 2020 Page 5
 FirstName LastName
Kevin J. Knopp
908 Devices Inc.
October 30, 2020
Page 5
            You may contact Christine Torney at 202-551-3652 or Brian Cascio at 202-551-3676 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Abby Adams at 202-551-6902 or Christine Westbrook at 202-551-5019 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael J. Minihan, Esq.