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CORRESP
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 Nanobiotix S.A.
 60, rue de Wattignies
 75012 Paris, France
 March 13, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Life Sciences
 100 F Street, N.E.
 Washington, D.C. 20549

 Attention:

 Alan Campbell

 RE:

 Nanobiotix S.A.

 Registration Statement on Form F-3 (File No. 333-285604)

 Dear Mr. Campbell:

 In accordance with Rules 460 and 461 under the Securities Act of 1933, as amended, Nanobiotix S.A. (the “ Registrant ”) hereby requests that the Securities and Exchange Commission (the “ Commission ”) take
 appropriate action to cause the above-referenced Registration Statement on Form F-3 to become effective on March 14, 2025 at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

 The Registrant also hereby requests that the Commission notify Peter Devlin of Jones Day at 212-326-3978 or pdevlin@jonesday.com to confirm that the Registration Statement has become effective.

 Please contact Peter Devlin of Jones Day if you have any questions concerning the foregoing. Thank you for your attention to this matter.

 Very truly yours,

 NANOBIOTIX S.A.

 By:

 /s/ François Chamoun

 Name:

 François Chamoun

 Title:

 VP General Counsel

 cc:

 Peter Devlin, Jones Day

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 11, 2025

Bart Van Rhijn
Chief Financial Officer
Nanobiotix S.A.
60, rue de Wattignies
75012 Paris, France

 Re: Nanobiotix S.A.
 Registration Statement on Form F-3
 Filed March 6, 2025
 File No. 333-285604
Dear Bart Van Rhijn:

 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 Alan Campbell at 202-551-4224 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Peter E. Devlin
</TEXT>
</DOCUMENT>

CORRESP
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      Nanobiotix S.A.

      60, rue de Wattignies

      75012 Paris, France

      February 14, 2022

      VIA EDGAR

      United States Securities and Exchange Commission

      Division of Corporation Finance

      Office of Life Sciences

      100 F Street, N.E.

      Washington, D.C. 20549

              Attention:

              Dorrie Yale

      RE: Nanobiotix S.A.

      Registration Statement on Form F-3 (File No. 333-262545)

      Ladies and Gentlemen:

      In accordance with Rules 460 and 461 under the Securities Act of 1933, as amended, Nanobiotix S.A. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take
        appropriate action to cause the above-referenced Registration Statement on Form F-3 to become effective on February 16, 2022 at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

      Once the Registration Statement has been declared effective, please orally confirm the event with Peter Devlin of Jones Day at (212) 326-3978. Thank you for your attention to this matter.

              Very truly yours,

              NANOBIOTIX S.A.

              By:

              /s/ Laurent Levy

              Laurent Levy

              Chief Executive Officer

              cc:

              Peter Devlin, Jones Day

United States securities and exchange commission logo
February 10, 2022
Bart Van Rhijn
Chief Financial Officer
Nanobiotix S.A.
60, rue de Wattignies
75012 Paris, France
Re:Nanobiotix S.A.
Registration Statement on Form F-3
Filed February 4, 2022
File No. 333-262545
Dear Mr. Van Rhijn:
            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 Dorrie Yale at 202-551-8776 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Peter E. Devlin

CORRESP
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    Nanobiotix S.A.

    60, rue de Wattignies

    75012 Paris, France

    December 8, 2020

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Life Sciences

    100 F Street, N.E.

    Washington, D.C. 20549

            Attention:

            David Burton

            Kate Tillan

            Laura Crotty

            Dorrie Yale

    RE: Nanobiotix S.A.

      Registration Statement on Form F-1 (File No. 333-250707)

    Ladies and Gentlemen:

    In accordance with Rule 461 under the Securities Act of 1933, as amended, Nanobiotix S.A. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the
      above-referenced Registration Statement on Form F-1 to become effective on December 10, 2020 at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable. The Registrant hereby authorizes Peter Devlin, an attorney with our legal counsel, Jones
      Day, to orally modify or withdraw this request for acceleration.

    Once the Registration Statement has been declared effective, please orally confirm the event with Peter Devlin of Jones Day at 212-326-3978. Thank you for
      your attention to this matter.

            Very truly yours,

            NANOBIOTIX S.A.

            By:

             /s/ Laurent Levy

            Laurent Levy, Ph.D.

            Chief Executive Officer

          cc:

            Peter Devlin, Jones Day

CORRESP
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      December 8, 2020

      United States Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, DC  20549-3720

              Attention:

              David Burton

              Kate Tillan

              Laura S. Crotty

              Dorrie Yale

                Re:

                Nanobiotix S.A.

                Registration Statement on Form F-1 (File No. 333-250707)

      Ladies and Gentlemen:

      In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the
        request of Nanobiotix S.A. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM, Eastern Time, on December 10, 2020 or as
        soon thereafter as practicable, or at such other time as the Company or its outside counsel, Jones Day, request by telephone that such Registration Statement be declared effective.

      Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus
        dated December 7, 2020:

              (i)

              Dates of distribution: December 7, 2020 through the date hereof

              (ii)

              Number of prospective underwriters to which the preliminary prospectus was furnished: 5

              (iii)

              Number of prospectuses furnished to investors: approximately: 822

              (iv)

              Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: none

      We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the
        requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

      [Signature page follows]

      Very truly yours,

      JEFFERIES LLC

      EVERCORE GROUP, L.L.C.

      UBS SECURITIES LLC

      JEFFERIES INTERNATIONAL LTD

      GILBERT DUPONT SNC

      As representative of the Underwriters listed in Schedule A of the Underwriting Agreement

              By:

              Jefferies LLC

              By:

            /s/ Matthew Kim

              Name: Matthew Kim

              Title: Managing Director

              By:

              Evercore Group, .L.L.C.

              By:

            /s/ Francois Maisonrouge

              Name: Francois Maisonrouge

              Title: Senior Managing Director

              By:

              UBS Securities LLC

              By:

            /s/ Arun Master

              Name: Arun Master

              Title: Managing Director

                By:

                UBS Securities LLC

                By:

              /s/ Christian Parrish

                Name: Christian Parrish

                Title: Director

              By:

              Jefferies International LTD

              By:

            /s/ Gil Bar-Nahum

              Name: Gil Bar-Nahum

              Title: Managing Director

              By:

              Gilbert Dupont SNC

              By:

            /s/ Pascal MATHIEU

              Name: Pascal MATHIEU

              Title: CEO

      Signature Page to Nanobiotix S.A.. Acceleration Request

CORRESP
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    December 7, 2020

    CORRESPONDENCE FILING VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Life Sciences

    100 F Street, N.E.

    Washington, D.C.  20549

            Attention:

            David Burton

            Kate Tillan

            Laura Crotty

            Dorrie Yale

            Re:

            Nanobiotix S.A.

            Registration Statement on Form F-1

            Filed November 20, 2020

            File No. 333-250707

    Ladies and Gentlemen:

    Nanobiotix S.A., a société anonyme organized under the laws of France (“Nanobiotix,” the “Company,” “we,” “our” or “us”), hereby responds to
      the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the Commission’s letter dated December 4, 2020 with respect to our Registration Statement on Form F-1, filed with the
      Commission on November 20, 2020 (the “Registration Statement”). We are concurrently filing Amendment No. 1 to the Registration Statement on Form F-1/A (the “Amended Registration Statement”) that includes changes in response to the
      Staff’s comments.

    Securities and Exchange Commission

      December 7, 2020

      Page 2

    Below are the Company’s responses. For the convenience of the Staff, the Company has repeated each of the Staff’s comments before the corresponding response. Terms used, but not otherwise defined in this response letter,
      have the meanings assigned to them in the Amended Registration Statement.

    Registration Statement on Form F-1

    Overview, page 1

          1.

            We refer to your revised disclosures on page 3 regarding Study 1100 and your disclosures on page 108 that there were two serious adverse events that were reported that could relate to NBTXR3 and considered
              dose-limiting toxicities. Please update your disclosure in this section here to disclose that there were two SAEs.

    Response:

    In response to the Staff’s comment, the Company has revised its disclosures on pages 3 and 84 of the Amended Registration Statement.

    NBTXR3 Development Pipeline, page 4

          2.

            We note your revised footnote disclosure to the pipeline table that you believe PharmaEngine is in material breach to use commercially reasonable efforts to develop NBTXR3 in the Asia-Pacific region, and that
              these trials may not progress any further. We also note that you have deleted narrative disclosures regarding PharmaEngine’s trials in the Summary section and elsewhere in your prospectus. In light of these developments, please also delete
              the PharmaEngine trials from your pipeline table.

    Response:

    In response to the Staff’s comment, the Company has made the required revisions to its pipeline tables on pages 4 and 84 of the Amended Registration Statement.

    * * * * * * * * *

    Securities and Exchange Commission

      December 7, 2020

      Page 3

    If you have any questions regarding these matters, please do not hesitate to contact the undersigned at +33 1 40 26 04 70.

            Very truly yours,

            /s/ Philippe Mauberna

            Philippe Mauberna

            Chief Financial Officer

            cc:

            Laurent Levy, Chief Executive Officer, Nanobiotix S.A.

            Peter E. Devlin, Jones Day

United States securities and exchange commission logo
December 4, 2020
Philippe Mauberna
Chief Financial Officer
Nanobiotix S.A.
60, rue de Wattignies
75012 Paris, France
Re:Nanobiotix S.A.
Registration Statement on Form F-1
Filed November 20, 2020
File No. 333-250707
Dear Mr. Mauberna:
            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 reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
Summary
Overview, page 1
1.We refer to your revised disclosures on page 3 regarding Study 1100 and your disclosures
on page 108 that there were two serious adverse events that were reported that could relate
to NBTXR3 and considered dose-limiting toxicities. Please update your disclosure in this
section here to disclose that there were two SAEs.
NBTXR3 Development Pipeline, page 4
2.We note your revised footnote disclosure to the pipeline table that you believe
PharmaEngine is in material breach to use commercially reasonable efforts to develop
NBTXR3 in the Asia-Pacific region, and that these trials may not progress any further.

 FirstName LastNamePhilippe Mauberna
 Comapany NameNanobiotix S.A.
 December 4, 2020 Page 2
 FirstName LastName
Philippe Mauberna
Nanobiotix S.A.
December 4, 2020
Page 2
We also note that you have deleted narrative disclosures regarding PharmaEngine's trials
in the Summary section and elsewhere in your prospectus. In light of these developments,
please also delete the PharmaEngine trials from your pipeline table.
            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.
            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 David Burton at 202-551-3626 or Kate Tillan at 202-551-3604 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Laura Crotty at 202-551-7614 or Dorrie Yale at 202-551-8776 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Peter Devlin, Esq.

CORRESP
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    November 20, 2020

    CORRESPONDENCE FILING VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Healthcare & Insurance

    100 F Street, N.E.

    Washington, D.C.  20549

          Attention:

            David Burton

              Kate Tillan

              Laura Crotty

              Dorrie Yale

          Re:

            Nanobiotix S.A.

              Amendment No. 3 to Draft Registration Statement on Form F-1

              Submitted October 22, 2020

              CIK No. 0001760854

    Ladies and Gentlemen:

    Nanobiotix S.A., a société anonyme organized under the laws of France (“Nanobiotix,” the “Company,” “we,” “our” or “us”), hereby responds to
      the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the Commission’s letter dated November 18, 2020 with respect to Amendment No. 3 to our Draft Registration Statement on
      Form F-1/A, submitted confidentially on October 22, 2020 (the “Draft Registration Statement”). We are concurrently publicly filing a Registration Statement on Form F-1 (the “Amended Registration Statement”) that includes changes in
      response to the Staff’s comments.

    Below are the Company’s responses. For the convenience of the Staff, the Company has repeated each of the Staff’s comments before the corresponding response. Terms used, but not otherwise defined in this response letter,
      have the meanings assigned to them in the Amended Registration Statement.

    Securities and Exchange Commission

    November 20, 2020

    Page 2

    Amendment to Draft Registration Statement on Form F-1 filed October 22, 2020

    Summary, page 1

          1.

            We note your response to prior comment 2. Please shorten your bar for the MD Anderson trial for pancreatic cancer as we note from your disclosure that it appears you have only started dosing the first patient in
              September 2020 and that patient recruitment remains ongoing, or advise. Also clarify your use of the dotted line for Study 312. Please also ensure your pipeline table, as well as other tables in the prospectus, such as your table on page 99,
              are clearly legible.

    Response:

    In response to the Staff’s comment, the Company has revised its pipeline tables on pages 4 and 84 of the Amended Registration Statement.

    Governing Law/Waiver of Jury Trial, page 188

          2.

            We note the revised disclosure on page 188 and the form of deposit agreement filed, which indicate that the jury trial waiver now applies to federal securities law claims. Please add a risk factor to the
              prospectus describing the provision, the risks of the provision or other impacts on shareholders, any uncertainty about enforceability, the impact on claims arising under other laws, and whether or not the provision applies to purchasers in
              secondary transactions.

    In response to the Staff’s comment, the Company has added a risk factor regarding the provision on pages 44 and 45 of the Amended Registration Statement.

    Additional Changes

    In addition to the above-noted changes in response to your comments, the Company has revised the Amended Registration Statement to reorder certain information under the captions “Our Clinical Programs” and
      “Collaborations and Research Agreements” to highlight MD Anderson’s role as our principal collaboration partner and to provide supplemental disclosure regarding recent developments with respect to its collaboration with PharmaEngine.  As noted in the
      Amended Registration Statement, in light of the Company’s development priorities, it does not expect such developments with respect to PharmaEngine to have a material impact on the Company’s overall development program.

    * * * * * * * * *

    Securities and Exchange Commission

    November 20, 2020

    Page 3

    If you have any questions regarding these matters, please do not hesitate to contact the undersigned at +33 1 40 26 04 70.

            Very truly yours,

            /s/ Philippe Mauberna

            Philippe Mauberna

            Chief Financial Officer

          cc:

            Laurent Levy, Chief Executive Officer, Nanobiotix S.A.

              Peter E. Devlin, Jones Day

United States securities and exchange commission logo
November 18, 2020
Philippe Mauberna
Chief Financial Officer
Nanobiotix S.A.
60, rue de Wattignies
75012 Paris, France
Re:Nanobiotix S.A.
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted October 22, 2020
CIK No. 0001760854
Dear Mr. Mauberna:
            We have reviewed your amended draft offering 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 offering statement or publicly filing your offering 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 any amendment
to your draft offering statement or filed offering statement and the information you provide in
response to these comments, we may have additional comments.
Amendment to Draft Registration Statement on Form F-1 filed October 22, 2020
Summary, page 1
1.We note your response to prior comment 2. Please shorten your bar for the MD Anderson
trial for pancreatic cancer as we note from your disclosure that it appears you have only
started dosing the first patient in September 2020 and that patient recruitment remains
ongoing, or advise. Also clarify your use of the dotted line for Study 312. Please also
ensure your pipeline table, as well as other tables in the prospectus, such as your table on
page 99, are clearly legible.
Governing Law/Waiver of Jury Trial, page 188
2.We note the revised disclosure on page 188 and the form of deposit agreement filed,
which indicate that the jury trial waiver now applies to federal securities law claims.
Please add a risk factor to the prospectus describing the provision, the risks of the

 FirstName LastNamePhilippe Mauberna
 Comapany NameNanobiotix S.A.
 November 18, 2020 Page 2
 FirstName LastName
Philippe Mauberna
Nanobiotix S.A.
November 18, 2020
Page 2
provision or other impacts on shareholders, any uncertainty about enforceability, the
impact on claims arising under other laws, and whether or not the provision applies to
purchasers in secondary transactions.
            You may contact David Burton at 202-551-3626 or Kate Tillan at 202-551-3604 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Laura Crotty at 202-551-7614 or Dorrie Yale at 202-551-8776 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Peter Devlin, Esq.

United States securities and exchange commission logo
July 2, 2020
Philippe Mauberna
Chief Financial Officer
Nanobiotix S.A.
60, rue de Wattignies
75012 Paris, France
Re:Nanobiotix S.A.
Draft Registration Statement on Form F-1/A
Filed June 5, 2020
CIK No. 0001760854
Dear Mr. Mauberna:
            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.
Draft Registration Statement on Form F-1/A, filed on June 5, 2020
Summary
NBTXR3 Development Pipeline, page 4
1.We note your response to prior comment 1 that there are no immediate plans to pursue
application for market approval for NBTRX3 in soft tissue sarcoma in Asia. Please clarify
this fact in your pipeline table here and in the Business section. Please also clarify your
disclosure regarding whether Hensify has been commercialized or if commercialization is
pending.
2.Please ensure that your pipeline table accurately reflects the stages of your trials. For
example, you state on page 3 that you "intend to initiate" the Phase III Study 312 once the

 FirstName LastNamePhilippe Mauberna
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 FirstName LastNamePhilippe Mauberna
Nanobiotix S.A.
July 2, 2020
Page 2
FDA determines that your trial may proceed, and accordingly, please revise the line in
your pipeline table for Study 312 here and in the Business section so that it extends no
further than Phase II.  Similarly, revise the lines in the table here and in the Business
section for lung cancer and esophageal cancer to the beginning of the IND phase as you
state on page 6 that MD Anderson is preparing to submit IND applications to the FDA for
these trials, and revise the line for the pancreatic trial to reflect that the Phase I trial has
not yet begun. Additionally, we note your statement that the FDA has accepted available
data from your Study 102 Escalation for its evaluation of Study 312, but please explain
whether you expect to need to provide any additional data before proceeding to Phase III,
including any data from your ongoing Phase 1 Study 102 Expansion trial, which you state
will produce final data in mid-2021.
Our Competitive Strengths, page 5
3.We refer to your revised disclosure that none of the patents covering your NBTXR3
technology is expected to expire until at least 2036. However, the table on page 107
relating to your owned patents appears to indicate earlier expiration dates for your
NanoXray technology. Please revise your disclosure to address this discrepancy, and also
revise your intellectual property disclosure in the Business section to clarify which patents
are relevant to the NBTXR3 technology, the type of patent protection provided by the
various patents (e.g., composition of matter), and their applicable expiration dates.
Business
Our Clinical Programs
Locally Advanced Head and Neck Cancers, page 90
4.We refer to the newly included table on page 91 referencing published results from other
head and neck trials and your statement on page 92 comparing preliminary data to these
results. Please revise your disclosures to remove this comparison as your results are
preliminary, your comparisons are not based on a head-to-head study, and you
acknowledge on page 96 that the data "cannot be compared."
Dose Escalation Results, page 93
5.Please revise the second chart on page 94 so that all information is legible.
6.We refer to your revised disclosure on page 96 regarding serious adverse events, and your
examples of certain of these events. Please revise to identify the other serious adverse
events. In addition, to the extent there are any, please also identify any serious adverse
events for the other trials you describe elsewhere, such as the trials for liver cancer and
prostate cancer.
Liver Cancers
Phase I/II Trial Design (“Study 103”), page 97
7.We refer to your revised disclosure on page 97 that your preliminary results showed  a

 FirstName LastNamePhilippe Mauberna
 Comapany NameNanobiotix S.A.
 July 2, 2020 Page 3
 FirstName LastNamePhilippe Mauberna
Nanobiotix S.A.
July 2, 2020
Page 3
"favorable safety and tolerability profile," and that there were "positive signs of
efficacy." As we have previously noted, safety and efficacy determinations are within the
authority of the FDA or comparable regulatory authorities, and such statements are not
appropriate.  Please remove all such statements in your registration statement.
Significant Collaborations and Research Agreements
NBTXR3 Clinical Collaboration with MD Anderson, page 104
8.We note your revised disclosure in response to prior comment 6. Please further revise to
disclose the aggregate amount of milestone payments that may be payable.
Other Collaborations, page 105
9.In your revised disclosure, you refer to partnerships with various research institutions to
conduct preclinical research that contributed to the rationale for the I-O program you are
developing. Please disclose the ownership and rights to the research conducted in
collaboration with these partners.
Intellectual Property, page 106
10.You state that there are material patents and patent applications in co-ownership. Please
revise to disclose the co-owner(s) and any material terms of such co-ownership.
Note 4. Significant Transactions
4.2 Financing Agreement with the European Investment Bank, page F-15
11.You disclose that you agreed to pay EIB an additional fee based on the consolidated
“forecasted” sales generated by the company. Please clarify whether the contractual
royalties are based on actual sales or forecasted sales.
Note 12. Financial Liabilities, page F-31
12.Please disclose how the company accounts for subsequent changes in the estimated
amount of royalties owed on the EIB loan. Refer to IFRS 7.21. Tell us whether you apply
paragraph B5.4.6 of IFRS 9.
Note 14. Financial Instruments Included in the Statement of Financial Position and Impact on
Income
Fair Value, page F-38
13.Consistent with IFRS 13.97, please disclose how you determined the fair value of your
non-current financial liabilities as shown on page F-36.
Exhibits
14.On page 130, you refer to employment agreements with Mr. Philippe Mauberna
and Ms. Anne-Juliette Hermant.  Please file such agreements as exhibits to your

 FirstName LastNamePhilippe Mauberna
 Comapany NameNanobiotix S.A.
 July 2, 2020 Page 4
 FirstName LastName
Philippe Mauberna
Nanobiotix S.A.
July 2, 2020
Page 4
registration statement. Additionally, we note you filed summaries of various equity plans
with your latest amendment. Please revise to file the plans or explain why it is not
necessary. See Item 601(b)(10) of Regulation S-K and Item 8.a of Form F-1.
            You may contact David Burton at 202-551-3626 or Kate Tillan at 202-551-3604 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Paul Fischer at 202-551-3415 or Dorrie Yale at 202-551-8776 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Peter Devlin, Esq.

April 12, 2019
Philippe Mauberna
Chief Financial Officer
Nanobiotix S.A.
60, rue de Wattignies
75012 Paris, France
Re:Nanobiotix S.A.
Amendment No. 1
Draft Registration Statement on Form F-1
Submitted March 28, 2019
CIK No. 0001760854
Dear Mr. Mauberna:
            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 F-1
NBTXR3 Development Pipeline, page 3
1.We note your response to comment three.  Please revise to clarify whether any regulatory
application has been made in an Asian country for NBTXR3 for patients suffering from
soft tissue sarcoma.  Please revise the pipeline table to separately convey the status in the
EU and in Asia.
2.We note that your table now includes nine clinical trials across a number of cancer types,
in collaboratioon with MD Anderson.  Please revise to provide more detail regarding the
nine clinical trials to be launched, including which of the trials are to be launched in
2019.  To the extent such planning is still in the preliminary stages, please consider

 FirstName LastNamePhilippe Mauberna
 Comapany NameNanobiotix S.A.
 April 12, 2019 Page 2
 FirstName LastNamePhilippe Mauberna
Nanobiotix S.A.
April 12, 2019
Page 2
removing the references from the table.
Our Strategy, page 4
3.We note your response to comment four and revised disclosure that you expect to utilize
the preliminary results from the Phase I clinical trial of NBTXR3 in Europe for patients
suffering from locally advanced head and neck cancers as part of the EU conformity
assessment procedure.  Please disclose your expected timing for initiating the conformity
assessment procedure.
4.We note your response to comment four and revised disclosure that you may also
potentially pursue breakthrough treatment designation.  Please include balancing
disclosure that there is no guarantee you will obtain such a designation, as well as an
explanation of the factors considered by the FDA in making such a designation.
Significant Collaborations And Research Agreements
PharmaEngine, page 88
5.We note your response to comment 14 and your revised disclosure that you will be
entitled to royalties at a rate of “high single to up to low double digits.” This disclosure is
too broad.  Please revise your disclosure to present a range of not more than 10 percentage
points.

NBTXR3 Clinical Collaboration with MD Anderson, page 90
6.We note your revised disclosure that you have entered into a clinical collaboration with
MD Anderson and that you could pay additional amounts upon achieved regulatory
milestones.  Please revise to disclose the amounts that could be payable.  In addition, in
regards to the non-exclusive licenses as part of this agreement, please disclose whether
any royalties will be payable pursuant to the licenses, and if so, please provide the royalty
rates or ranges of royalties.
Governing Law/Waiver of Jury Trial, page 160
7.We note your disclosure on page 160 that investors waive their right to trial by jury in any
legal proceeding arising out of the deposit agreement or the ADRs against you and the
depositary bank.  Please clarify whether this waiver extends to federal securities law
claims.
Note 3.2 Use of judgement, estimates and assumptions
Fair value of financial instruments, page F-12
8.With respect to your EIB loan, please tell us how you considered whether the additional
interest in the form of royalties is an embedded derivative that should be separated from
the host contract under IFRS 9.

 FirstName LastNamePhilippe Mauberna
 Comapany NameNanobiotix S.A.
 April 12, 2019 Page 3
 FirstName LastName
Philippe Mauberna
Nanobiotix S.A.
April 12, 2019
Page 3
            You may contact Isaac Esquivel at (202) 551-3395 or Kate Tillan at (202) 551-3604 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Coy Garrison at (202) 551-3466 or Tom Kluck at (202) 551-3233 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Boris Dolgonos

February 8, 2019
Philippe Mauberna
Chief Financial Officer
Nanobiotix S.A.
60, rue de Wattignies
75012 Paris, France
Re:Nanobiotix S.A.
Draft Registration Statement on Form F-1
Submitted December 21, 2018
CIK No. 0001760854
Dear Mr. Mauberna:
            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 F-1
Overview, page 1
1.We note your disclosure on pages 2 and 80 that preliminary results from clinical trials of
NBTXR3 in patients with late-stage liver cancers and advanced head and neck cancers
suggest a “favorable safety profile.”  Please remove all statements throughout the filing
that present your conclusions regarding the safety or efficacy of your product, as these
determinations are within the authority of the FDA, your Notified Body, or comparable
regulatory bodies.  With respect to safety, we will not object to statements that your
product candidate was well tolerated.
NBTXR3 Development Pipeline, page 3

 FirstName LastNamePhilippe Mauberna
 Comapany NameNanobiotix S.A.
 February 8, 2019 Page 2
 FirstName LastNamePhilippe Mauberna
Nanobiotix S.A.
February 8, 2019
Page 2
2.We note that the table currently suggests that the Head & Neck Cancers clinical trial in the
EU has completed Phase 1 testing, but your disclosure states that you are currently
conducting the Phase I/II clinical trial and that you are seeking a trial expansion.  Please
revise to reflect the status of the Head & Neck Cancers clinical trial in the EU.  Please also
confirm whether you will be providing expected milestones for each clinical trial in your
pipeline.
3.We note that the table currently states that the Soft Tissue Sarcoma clinical trial is being
conducted in both the European Union and Asia.  However, we do not see any disclosure
in your filing describing a clinical trial that you or PharmaEngine are conducting of
NBTXR3 in Asia for patients suffering from soft tissue sarcoma.  Please revise to either
remove the relevant reference to Asia in the pipeline table or to include a description of
the relevant clinical trial elsewhere in the prospectus.
4.We note your disclosure that based on the preliminary results from the Phase I/II clinical
trial of NBTXR3 in Europe for patients suffering from locally advanced head and neck
cancers, you “intend to rapidly develop, and satisfy applicable pre-marketing regulatory
requirements for, NBTXR3 in locally advanced head and neck cancers.”  Please revise to
provide context and a basis for how the preliminary results would allow you to rapidly
develop and satisfy pre-marketing regulatory requirements, in light of your disclosure on
page 14 that clinical trials are long, expensive, and unpredictable processes.  Please also
clarify whether you are referring to pre-marketing regulatory requirements in the
European Union, the United States, or both.
Complete the regulatory requirements to market NBTXR3 ..., page 4
5.We note your disclosure that you expect to complete “in the near future” the conformity
assessment procedure required for you to be able to market NBTXR3 for locally advanced
STS in the EU.  To provide context, please disclose when you initiated the conformity
assessment procedure and to give a general timeline within which your Notified Body will
make a decision as to the issuance of a certificate.
Expand the opportunity for NBTXR3 as a treatment for liver cancers ..., page 4
6.We note your reference to demonstrating the applicability of NBTXR3 to breast cancer.
Given that breast cancer is a potential cancer indication for NBTXR3-gel, which is in a
preclinical program and not in your pipeline, please remove the reference to breast cancer
here.
Implications of Being an Emerging Growth Company, page 5
7.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 copes of the communications.

 FirstName LastNamePhilippe Mauberna
 Comapany NameNanobiotix S.A.
 February 8, 2019 Page 3
 FirstName LastNamePhilippe Mauberna
Nanobiotix S.A.
February 8, 2019
Page 3
Risk Factors, page 11
8.We note from your disclosure on page 116 that Dr. Herrera, one of your supervisory board
members, currently serves as Head of Corporate Development, Managing Director of
PharmaEngine Europe Sarl.  Please revise to disclose the risks of any conflicts of interest
that may arise from Dr. Herrera’s dual roles with you and PharmaEngine, or tell us why
such disclosure is not useful.
We may not have access to raw materials ..., page 21
9.We note that you have entered into agreements related to the supply of the raw materials
used in the manufacturing of your nanoparticles and that the supply could be reduced or
interrupted at any time.  Please revise to expand upon the material terms of your
agreements relating to the supply of such raw materials and to describe whether the prices
of the raw materials are volatile.   Refer to Item 4.B.4 of Form 20-F.
Use of Proceeds, page 46
10.Please expand upon your disclosure regarding the proceeds to be used to initiate and
conduct additional clinical trials of NBTXR3 in your checkpoint inhibitor combination
development program to describe how far in the development process you estimate the
allocated proceeds from this offering will enable you to reach.
Liquidity and Capital Resources, page 60
11.We note your disclosure on page 55 that the amounts of funding you expect to become
available to you under the EIB loan agreement, in addition to other factors, leads you to
believe you will have sufficient working capital to fund your operations to at least the end
of 2019.  Please provide more detail on the specified performance criteria that you must
satisfy in order to have additional tranches of the EIB loan made available to you.
Results, page 75
12.We note that the graph showing the four fold increase in pathological complete response
in the higher grade sarcoma group and narrative description does not include whether the
results of the subgroup were statistically significant.  Please revise to clarify or tell us why
such an explanation is not useful.
Results, page 82
13.Please identify the non-treatment-related adverse events observed.  Additionally, we note
you reference results of seven patients evaluated for best response in HCC, but state that
nine patients were evaluated.  Please clarify the results for the other two patients.
PharmaEngine, page 86

 FirstName LastNamePhilippe Mauberna
 Comapany NameNanobiotix S.A.
 February 8, 2019 Page 4
 FirstName LastNamePhilippe Mauberna
Nanobiotix S.A.
February 8, 2019
Page 4
14.We note your disclosure that you are entitled to receive payments for the supply of
NBTXR3 and “up to double-digit royalties” based on net product sales by PharmaEngine.
Please revise your disclosure to provide the royalty rate or a range of royalties to which
you are entitled under this provision.
15.Please provide more detail on the material terms of your license and collaboration
agreement with PharmaEngine, including the nature and scope of the intellectual property
transferred, each parties’ duties and obligations, the term of the agreement, and the
termination provisions.
Intellectual Property, page 87
16.We note your reference to “more than 300 issued or pending patents and patent
applications in over 20 patent families across the world.”  Please revise to identify your
material patents or patent applications.  Please also include such information as the
specific product or technology to which the patent relates, the type of patent protection,
expiration dates, and the applicable jurisdiction.
Government Regulation, Product Approval and Certification, page 88
17.Please revise to describe the regulation of NBTXR3 in Taiwan and the other Asian-Pacific
countries within which PharmaEngine is responsible for developing and commercializing
NBTXR3.
Executive Board Compensation, page 105
18.We note footnote four to the executive board compensation table.  Please expand upon
your description of the achievement of strategic goals.  Please also explain what you mean
by “performance on the ‘work together’ of 20%.”  Refer to Item 6.B.1. of Form 20-F.
Report of Independent Registered Public Accounting Firm, page F-2
19.Please revise the first paragraph in the basis for opinion to refer to the Public Company
Accounting Oversight Board (United States) consistent with paragraph 9(g) of AS 3101.
Note 2. General Information, Statement of Compliance and Basis of Presentation, page F-8
20.In the first paragraph on page F-9, you refer to IFRS as adopted by the European Union.
Please revise to make an explicit and unreserved statement of compliance with IFRS as
issued by the International Accounting Standards Board consistent with paragraph 16 of
IAS 1.
General
21.Please provide us proofs of all graphics, visual, or photographic information you will
provide in the printed prospectus prior to its use, for example in a preliminary prospectus.
Please note that we may have comments regarding this material.

 FirstName LastNamePhilippe Mauberna
 Comapany NameNanobiotix S.A.
 February 8, 2019 Page 5
 FirstName LastName
Philippe Mauberna
Nanobiotix S.A.
February 8, 2019
Page 5
            You may contact Isaac Esquivel at (202) 551-3395 or Kate Tillan at (202) 551-3604 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Coy Garrison at (202) 551-3466 or Tom Kluck at (202) 551-3233 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Boris Dolgonos