SecProbe.io

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 CORRESP

 Neuronetics, Inc.
 3222 Phoenixville Pike Malvern,
Pennsylvania 19355 July 16, 2025
 VIA EDGAR J. Conlon Danberg
 Division of Corporation Finance United States Securities and
Exchange Commission 100 F Street, NE Washington, D.C. 20549

 Re:
 Neuronetics, Inc.
 Registration Statement on Form S-3 (File
 No. 333-288526) Dear Mr. Danberg,
 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Neuronetics, Inc. (the “Registrant”) hereby requests
acceleration of effectiveness of its registration statement on Form S-3 (File No. 333-288526), to 4:00 p.m., Eastern Time, on July 18, 2025, or as
soon as practicable thereafter. The Registrant requests that it be notified of such effectiveness by a telephone call to Brian D. Short
of Ballard Spahr LLP at (215) 864-8230.

 Very truly yours,

 Neuronetics, Inc.

 By:

 /s/ W. Andrew Macan

 Name:

 W. Andrew Macan

 Title:

 Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 9, 2025

Stephen Furlong
Executive Vice President, Chief Financial Officer, and Treasurer
Neuronetics, Inc.
3222 Phoenixville Pike
Malvern, Pennsylvania 19355

 Re: Neuronetics, Inc.
 Registration Statement on Form S-3
 Filed July 3, 2025
 File No. 333-288526
Dear Stephen Furlong:

 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 Conlon Danberg at 202-551-4466 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
</TEXT>
</DOCUMENT>

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Neuronetics, Inc.

3222 Phoenixville Pike

Malvern, Pennsylvania 19355

​

November 9, 2022

VIA EDGAR

​

Dorrie Yale

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

​

Re:Neuronetics, Inc.

Registration Statement on Form S-3 (File No. 333-266617)

​

Dear Ms. Yale,

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Neuronetics, Inc. (the “Registrant”) hereby requests acceleration of effectiveness of its registration statement on Form S-3 (File No. 333-266617), to 4:00 p.m., Eastern Time, on November 11, 2022, or as soon as practicable thereafter.

The Registrant requests that it be notified of such effectiveness by a telephone call to Scott Lesmes of Morrison & Foerster LLP at (202) 887-1585.

​

​

​

 Very truly yours,

​

 ​

​

 Neuronetics, Inc.

​

 ​

 ​

​

 By:

 /s/ W. Andrew Macan

​

 Name:

 W. Andrew Macan

​

 Title:

 General Counsel and Chief Compliance Officer

​

United States securities and exchange commission logo
August 10, 2022
Stephen Furlong
SVP, Chief Financial Officer and Treasurer
Neuronetics, Inc.
3222 Phoenixville Pike
Malvern, PA 19355
Re:Neuronetics, Inc.
Registration Statement on Form S-3
Filed August 5, 2022
File No. 333-266617
Dear Mr. Furlong:
            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:       Scott Lesmes

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 3222 Phoenixville Pike

Malvern, Pennsylvania 19355

 August 13, 2019

 VIA EDGAR

 U.S. Securities
and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, DC 20549

Attention: Heather Percival

Re:
 Neuronetics, Inc.

Registration Statement on Form S-3

Filed August 6, 2019

File No. 333-233047

Acceleration Request

Requested Date:         August 15, 2019

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

Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-233047) (the “Registration Statement”) to become effective at 4:00 p.m. Eastern Time on August 15, 2019, or as soon
thereafter as is practicable.

 Once the Registration Statement has been declared effective, please orally confirm that event with Joshua
A. Kaufman of Cooley LLP, counsel to the Registrant, at (212) 479-6495.

 [Signature page
follows]

 Very truly yours,

NEURONETICS, INC.

 By:

 /s/ Steve Furlong

 Steve Furlong

Chief Financial Officer

cc:
 Chris Thatcher, Neuronetics, Inc.

Divakar Gupta, Cooley LLP

Joshua Kaufman, Cooley LLP

Brandon Fenn, Cooley LLP

August 12, 2019
Chris Thatcher
Chief Executive Officer
Neuronetics, Inc.
3222 Phoenixville Pike
Malvern, Pennsylvania 19355
Re:Neuronetics, Inc.
Registration Statement on Form S-3
Filed August 6, 2019
File No. 333-233047
Dear Mr. Thatcher:
            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 Heather Percival at 202-551-3498 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Joshua A. Kaufman, Esq.

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 Neuronetics, Inc.

3222 Phoenixville Pike

Malvern, Pennsylvania 19355

 VIA
EDGAR

 June 25, 2018

 United
States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attention:
   Amanda Ravitz, Assistant Director, Office of Electronics and Machinery

   Daniel Morris, Special Counsel

   Tom Jones, Legal Staff Attorney

Re:
Neuronetics, Inc.

 Acceleration Request for Registration Statement on Form S-1

 File No. 333-225307

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), Neuronetics, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration
Statement”) be accelerated to Wednesday, June 27, 2018, at 4:00 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.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Cooley LLP, by calling Joshua A. Kaufman at
(212) 479-6495, or in his absence, Brandon Fenn at (212) 479-6626.

 If you have any questions regarding this request, please contact Joshua A. Kaufman of Cooley LLP
at (212) 479-6495 or Brandon Fenn of Cooley LLP at (212) 479-6626. Thank you for your assistance with this matter.

Sincerely,

NEURONETICS, INC.

 /s/ Christopher Thatcher

Christopher Thatcher

Chief Executive Officer

cc:

Peter Donato, Neuronetics, Inc.

Divakar Gupta, Cooley LLP

Joshua A. Kaufman, Cooley LLP

Brandon Fenn, Cooley LLP

B. Shayne Kennedy, Latham & Watkins LLP

Brian J. Cuneo, Latham & Watkins LLP

Drew Capurro, Latham & Watkins LLP

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CORRESP

 Piper Jaffray & Co.

800 Nicollet Mall

Minneapolis, Minnesota 55402

 William Blair & Company, L.L.C.

150 N. Riverside Plaza

Chicago, Illinois 60606

 June 25, 2018

 VIA
EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

Re:
Neuronetics, Inc.

 Registration Statement on Form
S-1 (File No. 333-225307)

 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 (the “Underwriters”), hereby join in the request of Neuronetics, Inc. with respect to the effective time of the above-referenced Registration Statement so that it will become effective Wednesday, June 27,
2018, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable.

 In connection with this acceleration request and pursuant to Rule
460 under the Act, please be advised that, during the period from June 15, 2018 to the date of this letter, we have effected approximately the following distribution of copies of the preliminary prospectus, dated June 15, 2018:

 To Whom Distributed

Number of Copies

 Institutions, Brokers and Others

1,337

 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,

PIPER JAFFRAY & CO.

 WILLIAM BLAIR & COMPANY, L.L.C.

on behalf of themselves and as representatives of the Underwriters

PIPER JAFFRAY & CO.

By:

 /s/ Neil Riley

Name:

Neil Riley

Title:

Managing Director

WILLIAM BLAIR & COMPANY, L.L.C.

By:

 /s/ Steve Maletzky

Name:

Steve Maletzky

Title:

Managing Director, Equity Capital Markets

 [Signature Page to Underwriters’ Acceleration Request Letter]

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 Divakar Gupta

 (212) 479-6474

 dgupta@cooley.com

VIA EDGAR AND HAND DELIVERY

June 6, 2018

 *FOIA Confidential Treatment Request*

Confidential Treatment Requested by

 Neuronetics, Inc. in connection
with

 Registration Statement on Form S-1 (File

No. 333-225307)

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Mail Stop 4546

 Washington, D.C. 20549

Attn:
Daniel Morris, Special Counsel

 Amanda Ravitz, Assistant Director, Office of Electronics and
Machinery

 Tom Jones, Legal Staff Attorney

RE:
Neuronetics, Inc.

Registration Statement on Form S-1

File No. 333-225307

 Ladies and Gentlemen:

On behalf of Neuronetics, Inc. (the “Company”), we are submitting this letter to the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”), relating to the Company’s Registration Statement on Form S-1 (File No. 333-225307), originally confidentially submitted to the Commission on March 16, 2018 and resubmitted to the Commission on April 26, 2018, and subsequently filed with the Commission on May 31,
2018 (the “Registration Statement”).

 Because of the commercially sensitive nature of information contained
herein, this submission is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in
connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83.

The Company respectfully submits the below additional information to assist the Staff in its review of the Company’s position with
respect to its determination of the fair value of its common stock underlying its outstanding equity awards and the reasons for the differences between the recent valuation of its common stock and the estimated offering price of the common stock to
be sold in its proposed initial public offering (“IPO”), which is the subject of the Registration Statement.

 Preliminary
IPO Price Range

 The Company advises the Staff that it preliminarily estimates a price range of $[***] per share to $[***] per
share (the “Price Range”) for its IPO, before giving effect to an anticipated reverse stock split. This range implies a pre-money equity valuation for the Company of $[***] to $[***].

 As is typical in IPOs, the Price Range was not derived using a formal determination of fair value, but was determined on a preliminary
basis pursuant to negotiations between the Company and the underwriters for the IPO. Among the factors that were considered in setting the Price Range were the following:

 CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS,

 HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
17 CFR §200.83

 U.S. Securities and Exchange Commission

June 6, 2018

 Page Two

•

the general conditions of the securities markets and the recent market prices of, and the demand for, publicly traded common stock of comparable companies;

•

the Company’s financial condition and prospects;

•

estimates of business potential and earnings prospects for the Company and the industry in which it operates;

•

recent performance of IPOs of companies in the healthcare sector, and the medical device sector in particular;

•

business developments impacting the Company; and

•

input received from the lead underwriter, including discussions that took place with senior management of the Company and its board of directors (the “Board”).

The 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.

The Company expects to include the Price Range in an amendment to the Registration Statement that will shortly precede the commencement of the
Company’s road show. However, due to the recent volatility in the financial markets and the volatility evident in the market for recent IPOs, the Price Range may change between now and the date of such amendment. The Company confirms to the
Staff that, in accordance with Item 501(b)(3) of Regulation S-K and CD&I 134.04, the Price Range will be no more than $2.00, if the maximum price is $10.00 per share or less, or 20%, if the
maximum price is greater than $10.00 per share. The parameters of the Price Range will be subject to then-current market conditions, continuing discussions with the underwriters and any business developments impacting the Company.

Summary of Recent Equity Awards

The Company is providing the following supplemental information to the Staff to facilitate its review process. Since January 1, 2017, the
Company has issued the following equity awards to its employees and members of its Board, all in the form of stock option grants:

 CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS,

 HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
17 CFR §200.83

 U.S. Securities and Exchange Commission

June 6, 2018

 Page Three

 Grant Date

Number of
Shares
Underlying
Options
(in thousands)

Exercise
Price per
Share

 February 6, 2017

9,348

$
0.11

 February 14, 2017

426

$
0.11

 April 12, 2017

3,152

$
0.11

 July 20, 2017

10,108

$
0.08

 September 22, 2017

500

$
0.14

 October 19, 2017

2,818

$
0.14

 December 6, 2017

974

$
0.14

 December 7, 2017

731

$
0.14

 January 24, 2018

3,081

$
0.16

 March 16, 2018

4,948

$
0.16

 April 25, 2018

3,446

$
0.18

 June 8, 2018

2,893

$
0.21

 Historical Determinations of Fair Value of Common Stock

As there has been no public market for the Company’s common stock to date, the estimated fair value of its common stock has been
determined by 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 and third-party valuation of
its common stock as well as the Board’s assessment of additional objective and subjective factors that the Board believed were relevant and which may have changed from the date of the most recent third-party valuation through the date of the
grant. The Board considered various objective and subjective factors to determine the fair value of the common stock as of each grant date, including:

•

the prices at which the Company sold preferred stock and the superior rights and preferences of the preferred stock relative to the common stock at the time of each grant;

•

the progress of the Company’s research and development programs, including the status and results of clinical trials for the NeuroStar Advanced Therapy System;

•

the Company’s commercialization of the NeuroStar Advanced Therapy System and results of its sales and marketing efforts;

•

the Company’s stage of development and its business strategy;

•

external market conditions affecting the healthcare industry in general, and the medical device industry in particular, and trends within such industries;

•

the Company’s financial position, including cash on hand, and its historical and forecasted performance and operating results;

•

the lack of an active public market for the common stock and preferred stock;

•

the likelihood of achieving a liquidity event, such as an IPO, in light of prevailing market conditions;

•

the Company’s IPO timeline and related activities; and

 CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS,

 HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
17 CFR §200.83

 U.S. Securities and Exchange Commission

June 6, 2018

 Page Four

•

the analysis of IPOs and the market performance of similar companies in the healthcare and medical device industries.

In the course of granting stock options and preparing for its IPO, the Company obtained third-party valuations of its common stock as of
September 30, 2016, June 1, 2017, August 31, 2017, December 31, 2017, March 31, 2018 and April 30, 2018. The third-party valuations resulted in valuations of the Company’s common stock of:

•

$0.11 per share as of September 30, 2016;

•

$0.08 per share as of June 1, 2017;

•

$0.14 per share as of August 31, 2017

•

$0.16 per share as of December 31, 2017;

•

$0.18 per share as of March 31, 2018; and

•

$0.21 per share as of April 30, 2018.

 As of each award date set forth in the table above
under “Summary of Recent Equity Awards,” the Board established the per-share exercise prices of these awards based upon the valuation of the common stock as of the applicable award dates. On
February 6, 2017 and February 14, 2017, the Board approved a valuation of the common stock as of such dates of $0.11 per share based, in part, on the third-party valuation of the Company’s common stock as of September 30, 2016 at
the same valuation. On April 12, 2017, the Board determined the fair value of the Company’s common stock as of such date to be $0.11 per share based, in part, on the third-party valuation of the Company’s common stock as of
September 30, 2016 at the same valuation. On July 20, 2017, the Board determine the fair value of the Company’s common stock as of such date to be $0.08 per share based, in part, on the third-party valuation of the Company’s
common stock performed as of June 1, 2017 at the same valuation. On September 22, 2017, the Board determined the fair value of the common stock as of such date to be $0.14 per share based, in part, on the third-party valuation of the
Company’s common stock as of August 31, 2017 at the same valuation. On October 19, 2017, the Board determined the fair value of the Company’s common stock as of such date to be $0.14 per share based, in part, on the third-party
valuation of the Company’s common stock as of August 31, 2017 at the same valuation. On December 6, 2017 and December 7, 2017, the Board determined the fair value of the Company’s common stock as of such dates to be $0.14
per share based, in part, on the third-party valuation of the Company’s common stock as of August 31, 2017 at the same valuation. On January 24, 2018 and March 16, 2018, the Board determined the fair value of the Company’s
common stock as of such date to be $0.16 per share based, in part, on the third-party valuation of the Company’s common stock as of December 31, 2017 at the same valuation. On April 25, 2018, the Board determined the fair value of the
Company’s common stock to be $0.18 per share based, in part, on the third-party valuation of the Company’s common stock as of March 31, 2018 at the same valuation. On May 3, 2018, the Compensation Committee approved the
compensation package, including the promise of a grant of options, to the Company’s new Chief Commercial Officer, and determined to use an exercise price of $0.21 per share based, in part, on the third-party valuation of the Company’s
common stock as of April 30, 2018 at the same valuation, which was the most recent valuation conducted prior to the approval of the compensation package. These options are anticipated to be formally approved by the Compensation Committee on
June 8, 2018 based on the terms previously approved on May 3, 2018.

 CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS,

 HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
17 CFR §200.83

 U.S. Securities and Exchange Commission

June 6, 2018

 Page Five

 The third-party valuations described above were performed in accordance with the guidance
outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

In order to determine the estimated fair value of the shares of common stock, the Company and the third-party valuation firms utilized the
hybrid method, employing both the Probability-Weighted Expected Return Method (the “PWERM”) and the option-pricing method (the “OPM”) and providing a relative weighting to each to estimate the
Company’s enterprise value. Using the PWERM, the value of the Company’s outstanding equity securities were estimated based upon an analysis of various future outcomes such as an IPO, merger or sale, dissolution, or continued operation as a
viable enterprise. The values calculated under the PWERM were based upon the probability-weighted present value of then-expected future investment returns, considering each of the possible outcomes as well as the rights of each share class. The OPM
treats a Company’s security classes as call options on total equity value, with exercise prices based on the relative seniority of payments among such security classes. The value of junior equity interests under the OPM is based on the value of
optionality over-and-above the value of securities that are senior to them in the capital structure. The hybrid method represents a combination of these two methods,
employing the PWERM to contemplate reasonable near-term liquidity events and the OPM to capture a scenario in which the liquidity events incorporated in the PWERM do not come to fruition.

In the case of the June 1, 2017 valuation, the value of the Company’s common stock was primarily derived based on the option pricing
model backsolve method using the recent Series G preferred financing, The fair value of the common stock using OPM was determined to be $[***] per share based on an equity value for the Company of $[***] million. In the same valuation, the fair
value of the common stock using PWERM was $[***] per share based on a pre-money equity valuation for the Company of $[***] million, with the IPO being the only scenario under the PWERM. The valuation weighted
the OPM backsolve at [***]% and the PWERM at [***]%, with a resulting fair value of the Company’s common stock being $[***] per share. These probability weightings were reasonable in light of the Company’s expectations at the time
regarding the feasibility of an IPO, especially in light of the recent Series G preferred financing and the status of the Company’s operations.

In the valuation conducted as of August 31, 2017, the fair value of the common stock in a stay private scenario using the OPM was
determined to be $[***] per share after applying a [***]% discount for lack of marketability based on an equity value of $[***] million. The fair value of the common stock in an IPO scenario was determined to be $[***] per share based on a pre-money equity valuation of $[***] million. The valuation weighted the probability of the stay private scenario at [***]% and the IPO scenario at [***]%, with a resulting fair value of the Company’s common
stock being $[***] per share. These probability weightings reflected the significant work the Company had undergone to improve its internal organization and sales force. In addition, based on discussions with bankers at the time, the Company
believed that the probability of successfully completing an IPO had increased.

 In the valuation conducted as of December 31, 2017,
the fair value of the common stock in a stay private scenario using the OPM was determined to be [***] per share after applying a [***]% discount for lack of marketability based on an equity value of $[***] million. The fair value of the common
stock in an IPO scenario was determined to be $[***] per share based on a pre-money equity valuation of $[***] million. The fair value of the common stock in a mergers and acquisitions scenario
(“M&A”) was determined to be $[***] per share based on an equity value of $[***] million. The valuation weighted the probability of the stay private scenario at [***]%, the IPO scenario at [***]% and the M&A scenario at

 CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DO

Mail Stop 3030
April 12, 2018

Via E -mail
Chris Thatcher
President and Chief Executive  Officer
Neuronetics, Inc.
3222 Phoenixville Pike
Malvern, Pennsylvania 19355

Re: Neuronetics, Inc.
Draft Registration Statement on Form S -1
Submitted March 16, 2018
  CIK No. 0001227636

Dear Mr. Thatcher :

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 y ou 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 reg istration statement or filed registration statement, we  may have additional
comments.

Prospectus Summary, page 1

1. Please revise the disclosure in your summary and elsewhere in your prospectus to
identify the sources of the industry data.

2. Please discl ose any material disadvantages of your system.

Our Solution, page 4

3. We note your disclosure that your treatment may take at least 19 minutes per session.
Please revise to disclose  the typical  duration of each session and whether deviations fro m
that standard may be expected.  In addition, please clarify whether the duration of your
treatment differs materially from that of your competitors.

Chris Thatcher
Neuronetics, Inc.
April 12, 2018
Page 2

 If we are unable to adequately train psychiatrists, page 13

4. Please disclose how long it will take for training.

The lives of our patents may not be sufficient to effectively protect our products, page 28

5. Please disclose the risk concerning the expiration of the patents covering your core
technology.

Implications of Being an Emerging Growth Company, page 55

6. 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.

Market, Industry and Other Data, page 56

7. Please tell us whether you commissioned any of the data that you attribute to third parties
in your document.

Use of Proceeds, page 57

8. Please tell us whether the proceeds of this offering are sufficient to complete the approval
process mentioned in the second bullet point of this section. If you need other material
funds, disclose the amount that you need to complete the process.

Distribution Agreem ent with Teijin Pharma Limited, page 78

9. We note your reference to termination in certain limited circumstances.  Please revise to
clarify when the agreement may be terminated.

Business, page 84

10. Please expand the disclosure on page 86 to clearly explain each step you must take for
your system to reach commercialization to treat bipolar depression and post -traumatic
stress disorder.

Our Strategy, page 96

11. Please expand the reference in the third bullet point of this section to “a few select other
countrie s” to identify the countries.

Chris Thatcher
Neuronetics, Inc.
April 12, 2018
Page 3

 Principal Stockholders, page 147

12. Please disclose the natural person or persons who have voting and/or investment power
for your securities held in the name of each entity included in your table.

Underwriting, page 163

13. We note your disclosure in the last paragraph on page 163 about changing the offering
price and other selling terms. If true, please revise to clarify that you are referring to
changes after completion of this offering.

14. Please provide more specific informati on regarding the past relationships with the
underwriters mentioned in the penultimate paragraph on page 166.

Revenue Recognition, page F -10

15. We note that you disclose on pages 67 and F -10 that your systems are offered on a rent -
to-own basis to certain cu stomers.   Please revise the financial statements to disclose your
accounting policies for these arrangements.

Note 9. Debt, page F -18

16. We note the final payment fees and deferred issuance costs associated with your credit
facility.   Please disclose the e ffective interest rate on this facility as of each balance sheet
date presented.   Refer to ASC 835 -30-45-2.

You may contact Gary Newberry at (202) 551 -3761 or Lynn Dicker, Senior Accountant,
at (202) 551 -3616 if you have questions regarding comments on the financial  statements and
related matters.  Please contact Tom Jones at (202) 551 -3602 or Daniel Morris, Special Counsel,
at (202) 551 -3314 with any other questions.

Sincerely,

 /s/ Daniel Morris for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:    Divakar Gupta