SecProbe.io

CORRESP
 1
 filename1.htm

 Venus Concept Inc.
 235 Yorkland Blvd., Suite 900
 Toronto, Ontario M2J 4Y8

 July 24, 2025

 VIA EDGAR

 Securities and Exchange Commission
 Division of Corporation Finance
 100 F. Street, N.E.
 Washington, D.C. 20549

 Re:

 Venus Concept Inc.

 Registration Statement on Form S-1

 Initially filed on June 20, 2025, as amended on July 24, 2025

 File No. 333-288215

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced
 Registration Statement be accelerated so that the same will become effective at 4:30 p.m. EST on July 28, 2025, or as soon thereafter as is practicable.

 Very truly yours,

 Venus Concept Inc.

 By:

 /s/ Michael Mandarello

 Name:

 Michael Mandarello

 Title:

 Chief Legal Officer & Head of Strategy & Operations

 cc: Dorsey & Whitney LLP

CORRESP
 1
 filename1.htm

 July 18, 2025

 VIA EDGAR

 Division of Corporation Finance
 Office of Industrial Applications and
 Services
 Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549
 Attn: Jane Park and Margaret Sawicki

 Re:

 Responses to the Securities and Exchange Commission

 Staff Comment dated July 8, 2025, regarding
 Venus Concept Inc.
 Registration Statement on Form S-1
 Filed June 20, 2025
 File No. 333-288215

 Dear Sirs and Madams:

 This letter responds to the written comment from the staff (the “ Staff ”) of the Securities
 and Exchange Commission (the “ SEC ”) set forth in the July 8, 2025 letter regarding the above-referenced Registration Statement on Form S-1 (the “ Form S-1 ”) of Venus Concept Inc. (the “ Company ”, “ we ,”
 “ our ,” or “ us ”) filed on June 20, 2025. For your convenience, the Staff’s comment is included
 below.

 Form S-1 Filed June 20, 2025

 Recent Developments, page 3

 Staff Comment No. 1.

 We note your disclosure that on June 5, 2025, you entered into a purchase agreement for the sale of your hair
 business, including your hair restoration and hair transplant technologies, intellectual property, and related equipment, services and assets, to Meta Healthcare Group in an all-cash transaction valued at $20 million, subject to the satisfaction or
 waiver of certain closing conditions, including certain required consents from customers and suppliers. Please provide your analysis on how the sale of your hair business does not constitute a probable disposition of a significant portion of your
 business, which would require pro forma financial information to be included in the registration statement. Refer to Rule 8-05 and Article 11 of Regulation S-X and the SEC’s Financial Reporting Manual Section 3120.1. In your response, please also
 discuss the status of the various closing conditions under the purchase agreement.

 July 18, 2025
 Page 2

 The Company’s Response:

 The Company acknowledges the Staff’s comment. The sale of the Company’s hair business, including its hair restoration and hair transplant
 technologies, intellectual property, and related equipment, services and assets (the “ Venus Hair Business ”), to Meta Healthcare Group (“ Buyer ”) in an all-cash transaction valued at $20 million (the “ Transaction ”) is not probable and therefore pro forma
 financial information is not required in the Form S-1.

 In its Current Report on Form 8-K filed on June 6, 2025, which is incorporated by reference into the Form S-1 (see page 15 of the Form S-1), the
 Company highlighted that the closing of the Transaction is subject to the satisfaction or waiver of, inter alia , the below closing conditions (with  the
 current status of each condition in bold , which has been updated since the Company’s previous July 3, 2025 response letter, as supplemented orally via a
 telephone conference held on July 17, 2025 amongst the Staff, the Company and Dorsey & Whitney LLP, the Company’s outside counsel).

 (i)

 an internal reorganization of the Venus Hair Business within Meta Robotics LLC;

 Status : The Transaction requires a complete
 reorganization of the Venus Hair Business within a newly-formed, wholly-owned subsidiary of the Company. This is a major undertaking that entails the assignment of virtually every asset and contract associated with the Venus Hair Business to a new
 entity. Certain of these assets are difficult to assign, whether due to third party consent requirements (some of which are discussed below) or regulatory hurdles (e.g., registered intellectual property and business licenses and registrations).
 While the Company has expended significant effort toward the reorganization since the announcement of the Transaction, the Company has made limited progress to date and believes the reorganization will not be completed before September.

 (ii)

 governmental and regulatory approvals;

 Status : Venus will need to work with certain regulatory authorities, such as the United States Food and Drug Administration and our notified body, GMED, and other foreign regulatory agencies in order transfer
 existing regulatory clearances and effect change of the legal manufacturer and address of both the spun-out hair restoration business and the remaining energy-based device business. We expect that a regulatory audit is required in order to ensure an orderly transition of the business, which cannot be scheduled before September.

 July 18, 2025
 Page 3

 (iii)

 required consents of certain customers;

 Status : While the Company has
 received some of the required consents for the Transaction with certain customers, however, a number of required consents still remain outstanding.

 (iv)

 required consents of certain suppliers;

 Status : While the Company has begun to socialize the
 Transaction with certain suppliers, few consents have been obtained to date. In particular, the Company is in negotiations with its landlord regarding the transfer of the facility lease used in the Venus Hair Business, while the landlord has not
 executed a consent, the Company believes it has an agreement in principal with the landlord.

 (v)

 required consent under the Republic of Korea foreign exchange regulation;

 Status : This consent, which must be obtained for
 Buyer to pay the cash purchase price, has not yet been obtained. Following the announcement of the Transaction, Buyer has made several requests for financial and other information, which Buyer states are necessary to obtain this consent, and the
 Company is in the process of obtaining this information. Given the informational requirements, the Company believes this consent likely cannot be obtained before September, if at all.

 (vi)

 a financial statement review; and

 Status : This review is ongoing and scheduled for
 completion in the next few weeks.

 (vii)

 the execution of a license agreement.

 Status : A draft of the license agreement has been
 prepared by the Company but has not yet been provided to Buyer.

 The purchase agreement also contains a customary “fiduciary out” in favor of the Company. The Company believes this provision is meaningful in light
 of the Company’s previously-publicized desire to explore strategic alternatives, a process that remains ongoing with respect to the remaining business. It is possible that the Company’s board of directors would consider an unsolicited bid involving
 the Company’s entire business to be superior to the sale of the Venus Hair Business alone, particularly if such unsolicited bid presents more favorable terms, including less onerous closing conditions, compared to the Transaction.

 Given the above, the Company believes the closing of the Transaction is not probable at this time and therefore pro forma financial information is
 not required in the Form S-1.

 * * * * *

 July 18, 2025
 Page 4

 Thank you for your review of the filing. If you should have any questions regarding this response letter, please do not hesitate to contact the undersigned at
 (416)-907-0115, or Richard Raymer or Nicholas Arruda of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7388 or (416)-367-7377, respectively.

 Sincerely,

 Venus Concept Inc.

 /s/ Michael Mandarello

 Michael Mandarello

 Chief Legal Officer & Head of
 Strategy & Operations

 cc:

 Richard Raymer, Dorsey & Whitney LLP

 Nicholas Arruda, Dorsey & Whitney LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 8, 2025

Rajiv De Silva
Chief Executive Officer
Venus Concept Inc.
235 Yorkland Blvd, Suite 900
Toronto, Ontario M2J 4Y8

 Re: Venus Concept Inc.
 Registration Statement on Form S-1
 Response dated July 3, 2025
 File No. 333-288215
Dear Rajiv De Silva:

 We have reviewed your response letter dated July 3, 2025 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 a 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 letter, we may have additional comments.

Registration Statement on Form S-1 filed June 20, 2025
Recent Developments, page 3

1. We note your response to previous comment 1 and reissue the comment in
part.
 Please provide a more detailed analysis of why the Company believes the
closing of
 the Transaction is not probable at this time. In your Current Report on
Form 8-K filed
 on June 6, 2025 and in your registration statement, you state that the
Transaction is
 expected to close in the third quarter of 2025. Please clarify if you no
longer expect
 the Transaction to close or if you expect closing to be significantly
delayed. Similarly,
 your response letter indicates that various closing conditions or
consents cannot be
 completed or obtained for several more months but it does not explain if
you no
 longer expect to be able to satisfy the closing conditions to the
Transaction at all or if
 there is significant doubt about your ability to do so. Finally, with
respect to the
 fiduciary out in favor of the Company, please explain whether you have
received any
 July 8, 2025
Page 2

 unsolicited bids or any indication from a third-party that an
unsolicited bid is
 forthcoming.
 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.

 Please contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at
202-551-
7153 with any questions.

 Sincerely,

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

CORRESP
 1
 filename1.htm

 July 3, 2025

 VIA EDGAR

 Division of Corporation Finance
 Office of Industrial Applications and
 Services
 Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549
 Attn: Jane Park and Margaret Sawicki

 Re:

 Responses to the Securities and Exchange Commission

 Staff Comment dated June 27, 2025, regarding
 Venus Concept Inc.
 Registration Statement on Form S-1
 Filed June 20, 2025
 File No. 333-288215

 Dear Sirs and Madams:

 This letter responds to the written comment from the staff (the “ Staff ”) of the Securities
 and Exchange Commission (the “ SEC ”) set forth in the June 27, 2025 letter regarding the above-referenced Registration Statement on Form S-1 (the “ Form S-1 ”) of Venus Concept Inc. (the “ Company ”, “ we ,”
 “ our ,” or “ us ”) filed on June 20, 2025. For your convenience, the Staff’s comment is included
 below.

 Form S-1 Filed June 20, 2025

 Recent Developments, page 3

 Staff Comment No. 1.

 We note your disclosure that on June 5, 2025, you entered into a purchase agreement for the sale of
 your hair business, including your hair restoration and hair transplant technologies, intellectual property, and related equipment, services and assets, to Meta Healthcare Group in an all-cash transaction valued at $20 million, subject to the
 satisfaction or waiver of certain closing conditions, including certain required consents from customers and suppliers. Please provide your analysis on how the sale of your hair business does not constitute a probable disposition of a significant
 portion of your business, which would require pro forma financial information to be included in the registration statement. Refer to Rule 8-05 and Article 11 of Regulation S-X and the SEC’s Financial Reporting Manual Section 3120.1. In your response,
 please also discuss the status of the various closing conditions under the purchase agreement.

 July 3, 2025
 Page 2

 The Company’s Response:

 The Company acknowledges the Staff’s comment. The sale of the Company’s hair business, including its hair restoration and hair transplant technologies, intellectual property, and related equipment, services and assets (the “ Venus Hair Business ”), to Meta Healthcare Group (“ Buyer ”) in an all-cash transaction valued at $20 million (the “ Transaction ”) is not probable and therefore pro forma financial information is not required in the Form S-1.

 In its Current Report on Form 8-K filed on June 6, 2025, which is incorporated by reference into the Form S-1 (see page 15 of the Form S-1), the
 Company highlighted that the closing of the Transaction is subject to the satisfaction or waiver of, inter alia , the below closing conditions (with current
 status in bold ).

 (i)

 an internal reorganization of the Venus Hair Business within Meta Robotics LLC;

 Status : The Transaction requires a complete
 reorganization of the Venus Hair Business within a newly-formed, wholly-owned subsidiary of the Company. This is a major undertaking that entails the assignment of virtually every asset and contract associated with the Venus Hair Business to a new
 entity. Certain of these assets are difficult to assign, whether due to third party consent requirements (some of which are discussed below) or regulatory hurdles (e.g., registered intellectual property and business licenses and registrations). While
 the Company has expended significant effort toward the reorganization since the announcement of the Transaction, the Company has made limited progress to date and believes the reorganization likely cannot be completed for several more months.

 (ii)

 governmental and regulatory approvals;

 Status : Venus will need to work with certain regulatory authorities, such as the United States Food and Drug Administration and our notified body, GMED, and other foreign regulatory agencies in order transfer
 existing regulatory clearances and effect change of the legal manufacturer and address of both the spun-out hair restoration business and the remaining energy-based device business. We expect that a regulatory audit is required in order to ensure an orderly transition of the business, which may take several months to schedule.

 (iii)

 required consents of certain customers;

 Status : While the Company has begun to socialize the
 Transaction with certain customers, no required consents have been obtained to date.

 July 3, 2025
 Page 3

 (iv)

 required consents of certain suppliers;

 Status : While the Company has begun to socialize the
 Transaction with certain suppliers, few consents have been obtained to date. In particular, the Company is in negotiations with its landlord regarding the transfer of the facility lease used in the Venus Hair Business, but the terms of such
 assignment have not yet been agreed.

 (v)

 required consent under the Republic of Korea foreign exchange regulation;

 Status : This consent, which must be obtained for Buyer
 to pay the cash purchase price, has not yet been obtained. Following the announcement of the Transaction, Buyer has made several requests for financial and other information, which Buyer states are necessary to obtain this consent, and the Company is
 in the process of obtaining this information. Given the informational requirements, the Company believes this consent likely cannot be obtained for several months, if at all.

 (vi)

 a financial statement review; and

 Status : This review is ongoing and scheduled for
 completion in the next few weeks.

 (vii)

 the execution of a license agreement.

 Status : A draft of the license agreement has been
 prepared by the Company but has not yet been provided to Buyer.

 The purchase agreement also contains a customary “fiduciary out” in favor of the Company. The Company believes this provision is meaningful in light
 of the Company’s previously-publicized desire to explore strategic alternatives, a process that remains ongoing with respect to the remaining business. It is possible that the Company’s board of directors would consider an unsolicited bid involving
 the Company’s entire business to be superior to the sale of the Venus Hair Business alone, particularly if such unsolicited bid presents more favorable terms, including less onerous closing conditions, compared to the Transaction.

 Given the above, the Company believes the closing of the Transaction is not probable at this time and therefore pro forma financial information is not
 required in the Form S-1.

 * * * * *

 July 3, 2025
 Page 4

 Thank you for your review of the filing. If you should have any questions regarding this response letter, please do not hesitate to contact the undersigned at
 (416)-907-0115, or Richard Raymer or Nicholas Arruda of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7388 or (416)-367-7377, respectively.

 Sincerely,

 Venus Concept Inc.

 /s/ Michael Mandarello

 Michael Mandarello

 Chief Legal Officer & Head of Strategy & Operations

 cc:

 Richard Raymer, Dorsey & Whitney LLP

 Nicholas Arruda, Dorsey & Whitney LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 27, 2025

Rajiv De Silva
Chief Executive Officer
Venus Concept Inc.
235 Yorkland Blvd, Suite 900
Toronto, Ontario M2J 4Y8

 Re: Venus Concept Inc.
 Registration Statement on Form S-1
 Filed June 20, 2025
 File No. 333-288215
Dear Rajiv De Silva:

 We have conducted a limited review of your registration statement and
have the
following comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a 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 letter, we may have additional comments.

Form S-1 filed June 20, 2025
Recent Developments, page 3

1. We note your disclosure that on June 5, 2025, you entered into a
purchase agreement
 for the sale of your hair business, including your hair restoration and
hair transplant
 technologies, intellectual property, and related equipment, services and
assets, to Meta
 Healthcare Group in an all-cash transaction valued at $20 million,
subject to the
 satisfaction or waiver of certain closing conditions, including certain
required
 consents from customers and suppliers. Please provide your analysis on
how the sale
 of your hair business does not constitute a probable disposition of a
significant portion
 of your business, which would require pro forma financial information to
be included
 in the registration statement. Refer to Rule 8-05 and Article 11 of
Regulation S-X and
 the SEC s Financial Reporting Manual Section 3120.1. In your response,
please also
 discuss the status of the various closing conditions under the purchase
agreement.
 June 27, 2025
Page 2

 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.

 Please contact Jane Park at 202-551-7439 or Margaret Sawicki at
202-551-7153 with
any other questions.

 Sincerely,

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

CORRESP
1
filename1.htm

    Venus Concept Inc.

    235 Yorkland Blvd., Suite 900

    Toronto, Ontario M2J 4Y8

    October 30, 2024

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

          Re:

            Venus Concept Inc.

              Registration Statement on Form S-3

                Initially filed October 24, 2024

              File No. 333-282811

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced
      Registration Statement be accelerated so that the same will become effective at 4:30 p.m. EST on Friday, November 1, 2024, or as soon thereafter as is practicable.

            Very truly yours,

            Venus Concept Inc.

            By: /s/ Michael Mandarello

            Name: Michael Mandarello

            Title: General Counsel and Corporate Secretary

            cc: Dorsey & Whitney LLP

October 30, 2024
Rajiv De Silva
Chief Executive Officer
Venus Concept Inc.
235 Yorkland Blvd, Suite 900
Toronto, Ontario M2J 4Y8
Re:Venus Concept Inc.
Registration Statement on Form S-3
Filed October 24, 2024
File No. 333-282811
Dear Rajiv De Silva:
            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 Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Richard Raymer, Esq.

CORRESP
1
filename1.htm

      Venus Concept Inc.

      235 Yorkland Blvd., Suite 900

      Toronto, Ontario M2J 4Y8

      April 23, 2024

      VIA EDGAR

      Securities and Exchange Commission

      Division of Corporation Finance

      100 F. Street, N.E.

      Washington, D.C. 20549

            Re:

              Venus Concept Inc.

      Registration Statement on Form S-1

      Initially filed April 3, 2024

      File No. 333-278489

      Ladies and Gentlemen:

      Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the
        above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 p.m. EST on April 25, 2024, or as soon thereafter as is practicable.

      Very truly yours,

      Venus Concept Inc.

              By:

              /s/ Michael Mandarello

              Name:

              Michael Mandarello

              Title:

              General Counsel and Corporate Secretary

              cc: Dorsey & Whitney LLP

United States securities and exchange commission logo
April 15, 2024
Rajiv De Silva
Chief Executive Officer
Venus Concept Inc.
235 Yorkland Blvd, Suite 900
Toronto, Ontario M2J 4Y8
Re:Venus Concept Inc.
Registration Statement on Form S-3
Filed April 8, 2024
File No. 333-278561
Dear Rajiv De Silva:
            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:       Richard Raymer, Esq.

CORRESP
1
filename1.htm

    Venus Concept Inc.

    235 Yorkland Blvd., Suite 900

    Toronto, Ontario M2J 4Y8

    April 15, 2024

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

          Re:

            Venus Concept Inc.

    Registration Statement on Form S-3

    Initially filed April 8, 2024

    File No. 333-278561

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced
      Registration Statement be accelerated so that the same will become effective at 5:00 p.m. EST on Wednesday, April 17, 2024, or as soon thereafter as is practicable.

            Very truly yours,

            Venus Concept Inc.

            By:

            /s/ Michael Mandarello

            Name:

            Michael Mandarello

            Title:

            General Counsel and Corporate Secretary

            cc: Dorsey & Whitney LLP

United States securities and exchange commission logo
April 11, 2024
Rajiv De Silva
Chief Executive Officer
Venus Concept Inc.
235 Yorkland Blvd, Suite 900
Toronto, Ontario M2J 4Y8
Re:Venus Concept Inc.
Registration Statement on Form S-1
Filed April 3, 2024
File No. 333-278489
Dear Rajiv De Silva:
            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:       Richard Raymer, Esq.

CORRESP
1
filename1.htm

  Venus Concept Inc.

  235 Yorkland Blvd., Suite 900

  Toronto, Ontario M2J 4Y8

  December 18, 2023

  VIA EDGAR

  Securities and Exchange Commission

  Division of Corporation Finance

  100 F. Street, N.E.

  Washington, D.C. 20549

          Re:

          Venus Concept Inc.

          Registration Statement on Form S-3, as amended

          Initially filed July 14, 2023

          File No. 333-273251

  Ladies and Gentlemen:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become
    effective at 5:00 p.m. EST on Wednesday, December 20, 2023, or as soon thereafter as is practicable.

          Very truly yours,

          Venus Concept Inc.

          By:

          /s/ Michael Mandarello

          Name:

          Michael Mandarello

          Title:

          General Counsel and Corporate Secretary

          cc: Dorsey & Whitney LLP

CORRESP
1
filename1.htm

  Venus Concept Inc.

  235 Yorkland Blvd., Suite 900

  Toronto, Ontario M2J 4Y8

  December 18, 2023

  VIA EDGAR

  Securities and Exchange Commission

  Division of Corporation Finance

  100 F. Street, N.E.

  Washington, D.C. 20549

          Re:

          Venus Concept Inc.

          Registration Statement on Form S-3

          Initially filed December 1, 2023

          File No. 333-275862

  Ladies and Gentlemen:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced
    Registration Statement be accelerated so that the same will become effective at 5:00 p.m. EST on Wednesday, December 20, 2023, or as soon thereafter as is practicable.

  Very truly yours,

  Venus Concept Inc.

          By:

          /s/ Michael Mandarello

          Name:

          Michael Mandarello

          Title:

          General Counsel and Corporate Secretary

          cc: Dorsey & Whitney LLP

United States securities and exchange commission logo
December 12, 2023
Rajiv De Silva
Chief Executive Officer
Venus Concept Inc.
235 Yorkland Blvd, Suite 900
Toronto, Ontario M2J 4Y8
Re:Venus Concept Inc.
Registration Statement on Form S-3
Filed December 1, 2023
File No. 333-275862
Dear Rajiv De Silva:
            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:       Josh Pleitz, Esq.

United States securities and exchange commission logo
July 24, 2023
Rajiv De Silva
Chief Executive Officer
Venus Concept Inc.
235 Yorkland Blvd, Suite 900
Toronto, Ontario M2J 4Y8
Re:Venus Concept Inc.
Registration Statement on Form S-3
Filed July 14, 2023
File No. 333-273251
Dear Rajiv De Silva:
            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:       Josh Pleitz, Esq.

CORRESP
1
filename1.htm

    Venus Concept Inc.

      235 Yorkland Blvd., Suite 900

      Toronto, Ontario M2J 4Y8

    December 21, 2022

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

          Re:

            Venus Concept Inc.

    Registration Statement on Form S-3

    Filed December 19, 2022

    File No. 333-268863

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced
      Registration Statement be accelerated so that the same will become effective at 4:00 p.m. EST on Friday, December 23, 2022, or as soon thereafter as is practicable.

            Very truly yours,

            Venus Concept Inc.

            By:

            /s/ Michael Mandarello

            Name:

            Michael Mandarello

            Title:

            General Counsel and Corporate Secretary

            cc: Dorsey & Whitney LLP

United States securities and exchange commission logo
December 20, 2022
Rajiv De Silva
Chief Executive Officer
Venus Concept Inc.
235 Yorkland Blvd, Suite 900
Toronto, Ontario M2J 4Y8
Re:Venus Concept Inc.
Registration Statement on Form S-3
Filed December 19, 2022
File No. 333-268863
Dear Rajiv De Silva:
            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 Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Josh Pleitz, Esq.

CORRESP
1
filename1.htm

    Venus Concept Inc.

      235 Yorkland Blvd., Suite 900

      Toronto, Ontario M2J 4Y8

    January 20, 2022

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

            Re:

            Venus Concept Inc.

            Registration Statement on Form S-3

            Filed January 14, 2022

            File No. 333-262160

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:00 p.m. EST
      on Monday, January 24, 2022, or as soon thereafter as is practicable.

            Very truly yours,

            Venus Concept Inc.

            By:

            /s/ Michael Mandarello

            Name:

            Michael Mandarello

            Title:

            General Counsel and Corporate Secretary

            cc:

            Dorsey & Whitney LLP

United States securities and exchange commission logo
January 20, 2022
Michael Mandarello, Esq.
General Counsel
Venus Concept Inc.
235 Yorkland Blvd., Suite 900
Toronto, Ontario M2J 4Y8
Re:Venus Concept Inc.
Registration Statement on Form S-3
Filed January 14, 2022
File No. 333-262160
Dear Mr. Mandarello:
            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 Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard Raymer

CORRESP
1
filename1.htm

    Venus Concept Inc.

      235 Yorkland Blvd., Suite 900

      Toronto, Ontario M2J 4Y8

    January 20, 2022

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

          Re:

            Venus Concept Inc.

    Registration Statement on Form S-3

    Filed January 14, 2022

    File No. 333-262160

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced
      Registration Statement be accelerated so that the same will become effective at 4:00 p.m. EST on Monday, January 25, 2022, or as soon thereafter as is practicable.

            Very truly yours,

            Venus Concept Inc.

            By:

            /s/ Michael Mandarello

            Name:

            Michael Mandarello

            Title:

            General Counsel and Corporate Secretary

    cc:          Dorsey & Whitney LLP

United States securities and exchange commission logo
January 6, 2022
Domenic Della Penna
Chief Financial Officer
Venus Concept Inc.
235 Yorkland Blvd. Suite 900
Toronto, Ontario M2J 4Y8
Re:Venus Concept Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed March 29, 2021
File No. 001-38238
Dear Mr. Della Penna:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

    December 22, 2021

    VIA EDGAR

    Division of Corporation Finance

    Office of Life Sciences

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: Eric Atallah and Tara Harkins

    Re:      Responses to the Securities and Exchange Commission

    Staff Comment dated December 16, 2021, regarding

    Venus Concept Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2020

    Filed March 29, 2021

    File No. 001-38238

    Dear Sirs and Madams:

    This letter responds to the written comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) set forth in the December 16, 2021 letter regarding the above-referenced Form
      10-K (the “Form 10-K”) of Venus Concept Inc. (the “Company”, “we,” “our,” or “us”) submitted on March 29, 2021. For your convenience, the Staff’s comment is included below. Simultaneously with the transmission of
      this letter, the Company is submitting via EDGAR an amendment to the Form 10-K, responding to the Staff’s comment.

    Our response is as follows:

    Form 10-K for the Fiscal Year Ended December 31, 2020

    Exhibits

    Staff Comment No. 1.

    We note that your certification filed on Exhibit 31.1 was signed by your Chief Financial Officer rather than your Chief Executive Officer. Please file an amended Form 10-K to
      revise this certification accordingly. Refer to Item 601(B)(31) of Regulation S-K.

    Company’s Response:

    In response to the Staff’s comment, we are filing an amendment to the Form 10-K to include the correct signature page of our Chief Executive Officer to the certification filed on Exhibit 31.1.

    * * * * *

      December 22, 2021

      Page 2

    Thank you for your review of the filing. If you should have any questions regarding this response letter, please do not hesitate to contact the undersigned at (604) 365-1097, or Richard Raymer or Nicole Strydom of Dorsey & Whitney LLP, our
      outside legal counsel at (416) 367-7388 or (612) 492-6214, respectively.

          Sincerely,

            Venus Concept Inc.

            /s/    Domenic Serafino

            Domenic Serafino

          Chief Executive Officer

    cc:          Richard Raymer, Dorsey & Whitney LLP

    Nicole Strydom, Dorsey & Whitney LLP

United States securities and exchange commission logo
December 16, 2021
Domenic Della Penna
Chief Financial Officer
Venus Concept Inc.
235 Yorkland Blvd. Suite 900
Toronto, Ontario M2J 4Y8
Re:Venus Concept Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed March 29, 2021
File No. 001-38238
Dear Mr. Della Penna:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2020
Exhibits
1.We note that your certification filed on Exhibit 31.1 was signed by your Chief Financial
Officer rather than your Chief Executive Officer. Please file an amended Form 10-K to
revise this certification accordingly. Refer to Item 601(B)(31) of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameDomenic Della Penna
 Comapany NameVenus Concept Inc.
 December 16, 2021 Page 2
 FirstName LastName
Domenic Della Penna
Venus Concept Inc.
December 16, 2021
Page 2
            Please contact Eric Atallah at (202) 551-3663 or Tara Harkins, Senior Accountant, at
(202) 551-3639 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

    Venus Concept Inc.

      235 Yorkland Blvd., Suite 900

      Toronto, Ontario M2J 4Y8

    October 22, 2021

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

          Re:

            Venus Concept Inc.

    Registration Statement on Form S-3

    Filed October 15, 2021

    File No. 333-260267

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced
      Registration Statement be accelerated so that the same will become effective at 4:00 p.m. EST on Monday, October 25, 2021, or as soon thereafter as is practicable.

            Very truly yours,

            Venus Concept Inc.

            By:

            /s/ Michael Mandarello

            Name:

            Michael Mandarello

            Title:

            General Counsel and Corporate Secretary

              cc:

              Dorsey & Whitney LLP

United States securities and exchange commission logo
October 21, 2021
Domenic Serafino
Chief Executive Officer
Venus Concept Inc.
235 Yorkland Blvd, Suite 900
Toronto, Ontario M2J 4Y8
Re:Venus Concept Inc.
Registration Statement on Form S-3
Filed October 15, 2021
File No. 333-260267
Dear Mr. Serafino:
            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 Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Josh Pleitz, Esq.

CORRESP
1
filename1.htm

    Venus Concept Inc.

    235 Yorkland Blvd., Suite 900

    Toronto, Ontario M2J 4Y8

    February 5, 2021

    VIA EDGAR

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Courtney Lindsay

            Re:

            Venus Concept Inc.

            Registration Statement on Form S-3

            Filed January 29, 2021

            File No. 333-252562

    Dear Ms. Lindsay:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Venus Concept Inc. hereby requests acceleration of effectiveness of
      the above referenced Registration Statement so that it will become effective at 4:00 p.m. EST on Monday, February 8, 2021, or as soon as thereafter practicable.

            Very truly yours,

            /s/ Michael Mandarello

            Michael Mandarello

            Assistant General Counsel and Corporate Secretary

            cc:

            Reed Smith LLP

United States securities and exchange commission logo
February 4, 2021
Michael Mandarello
Assistant General Counsel
Venus Concept Inc.
235 Yorkland Blvd., Suite 900
Toronto, Ontario M2J 4Y8
Re:Venus Concept Inc.
Registration Statement on Form S-3
Filed January 29, 2021
File No. 333-252562
Dear Mr. Mandarello:
            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 Courtney Lindsay at (202) 551-7237 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

CORRESP

 Venus Concept Inc.

235 Yorkland Blvd, Suite 900

Toronto, Ontario M2J 4Y8

 (877) 848-8430

 May 13, 2020

VIA EDGAR

 United States Securities and
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Division of Corporation Finance, Office of Life Sciences

Re:
 Venus Concept Inc. – Request for Acceleration

Registration Statement on Form S-3

Filed April 17, 2020

File No. 333- 237737

Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, Venus Concept Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333- 237737)
(the “Registration Statement”), so that it may become effective at 5:30 p.m. Eastern Standard Time on May 14, 2020, or as soon thereafter as practicable.

The Registrant hereby authorizes Danielle Carbone, Esq. of Reed Smith LLP, attorney for the Registrant, to orally modify or withdraw this
request for acceleration.

 The Registrant requests that it be notified of such effectiveness by a telephone call to Danielle Carbone at
(212) 549-0229.

Venus Concept Inc.

By:

/s/ Domenic Della Penna

 Domenic Della Penna

 Chief Financial
Officer

CORRESP
1
filename1.htm

CORRESP

 Danielle Carbone

 Direct
Phone: +1 212 549 0229

 Email: dcarbone@reedsmith.com

 Reed Smith LLP

599 Lexington Avenue

 New York, NY
10022-7650

 +1 212 521 5400

 Fax +1
212 521 5450

 reedsmith.com

 May 1, 2020

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Office of Life Sciences

 Washington, DC 20549

Re:
 Venus Concept Inc.

Registration Statement on Form S-3

Filed April 17, 2020

File No. 333-237737

Ladies and Gentlemen:

 On behalf of our client, Venus Concept
Inc. (the “Company”), we are hereby providing the Company’s response to the comment letter on the Company’s Registration Statement on Form S-3 (File No. 333-237737) filed on April 17, 2020 received on April 28, 2020 from the Staff of the Office of Life Sciences (the “Staff”) of the Securities and Exchange Commission (the
“Commission”).

 For ease of review, we have set forth below the numbered comment of your letter in bold type followed by the
Company’s response thereto.

 Registration Statement on Form S-3 General

1.
 We note that under Article VIII of your Amended and Restated Certificate of Incorporation that the
federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. 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 include disclosure in your prospectus to state that there is uncertainty
as to whether a court would enforce your exclusive forum provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. We also note that your forum selection provision in Article VIII
identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.”

Please disclose whether this provision applies to actions arising under the Exchange Act. In that regard, we note that Section 27
of the Exchange Act creates exclusive federal jurisdiction

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

May 1, 2020

 Page 2

over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. If this provision does not apply to actions arising under the Exchange
Act, please tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Exchange Act.

Response:

 The Company
acknowledges the Staff’s comment and respectfully directs the Staff’s attention to the risk factor set forth below which appears on page 97 of the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2019 (the “Form 10-K”) filed with the Commission on March 30, 2020 (emphasis added). The Company believes that this risk factor, which is incorporated by
reference into the prospectus contained in the Registration Statement, adequately addresses the Staff’s comment and informs investors of the issues raised in the Staff’s comment by Article VIII of the Company’s Amended and Restated
Certificate of Incorporation.

 “Our certificate of incorporation provides that the Court of Chancery of the State of Delaware
is the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

 Our certificate of incorporation provides that the Court of Chancery of the State of Delaware is the sole and exclusive forum for
any derivative action or proceeding brought on our behalf, any action asserting a breach of fiduciary duty owed by any of our directors, officers or other employees to us or ours stockholders, any action asserting a claim against us arising pursuant
to any provisions of the DGCL, our certificate of incorporation or our bylaws, or any action asserting a claim against we that are governed by the internal affairs doctrine; provided that, the exclusive forum provision will not apply to suits
brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Our certificate of incorporation also provides that the federal district courts of the
United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. However, the enforceability of similar federal court choice of forum provisions in other
companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find this type of provision to be inapplicable or unenforceable. If a court were to find the federal choice of
forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions.

The choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for
disputes with the combined company or its directors, officers or other employees, which may discourage such lawsuits against the combined company and its directors, officers and other employees.”

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

May 1, 2020

 Page 3

 Similar disclosure appears in the Company’s Description of Securities filed as Exhibit
4.1 with its Form 10-K and the Company intends to add the following disclosure to address the Staff’s comment in a revised Exhibit 4.1 – Description of Registrant’s Securities under the heading
“Choice of Forum” to be filed as an exhibit to the Company’s upcoming Form 10-Q for the quarter ended March 31, 2020, which it intends to file with the Commission on or before May 15,
2020.

 “provided that, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the
Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.”

 Based on the foregoing, the Company does not believe that
it is necessary to amend the Registration Statement.

 We hope the foregoing answers are responsive to your comment. Please do not hesitate to contact me
by telephone at (212) 549-0229 or by email at dcarbone@reedsmith.com with any questions or comments regarding this correspondence.

Very truly yours,

 /s/Danielle Carbone

Danielle Carbone

 DC:sm

cc:
 Domenic DiSisto, General Counsel and Secretary, Venus Concept Inc.

United States securities and exchange commission logo
April 28, 2020
Domenic DiSisto
General Counsel and Corporate Secretary
Venus Concept Inc.
235 Yorkland Blvd., Suite 900
Toronto, Ontario M2J 4Y8
Re:Venus Concept Inc.
Registration Statement on Form S-3
Filed April 17, 2020
File No. 333-237737
Dear Mr. DiSisto:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 the comment, we may have additional comments.
Registration Statement on Form S-3
General
1.We note that under Article VIII of your Amended and Restated Certificate of
Incorporation that the federal district courts of the United States of America shall be the
exclusive forum for the resolution of any complaint asserting a cause of action arising
under the Securities Act. 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 include disclosure
in your prospectus to state that there is uncertainty as to whether a court would enforce
your exclusive forum provision and that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder.  We also note that your
forum selection provision in Article VIII identifies the Court of Chancery of the State of
Delaware as the exclusive forum for certain litigation, including any “derivative action.”

 FirstName LastNameDomenic DiSisto
 Comapany NameVenus Concept Inc.
 April 28, 2020 Page 2
 FirstName LastName
Domenic DiSisto
Venus Concept Inc.
April 28, 2020
Page 2
Please disclose whether this provision applies to actions arising under the Exchange Act.
In that 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.  If this provision does not apply to actions
arising under the Exchange Act, please tell us how you will inform investors in future
filings that the provision does not apply to any actions arising under the Exchange Act.
            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.
            Please contact Chris Edwards at (202) 551-6761 or Mary Beth Breslin at (202) 551-
3625 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Danielle Carbone, Esq.

CORRESP
1
filename1.htm

CORRESP

 Domenic Serafino

Chief Executive Officer

Venus Concept Inc.

 235
Yorkland Blvd, Suite 900

 Toronto, Ontario M2J 4Y8

February 10, 2020

 VIA EDGAR

 United States Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Attention:   Ada D. Sarmento

Re:
 Venus Concept Inc.

Registration Statement on Form S-3

File No. 333-236207

Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, Venus Concept Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-236207) (the “Registration Statement”), so that it may become effective at 4:30 p.m. Eastern Standard Time on February 12, 2019, or as soon thereafter as
practicable.

 The Registrant hereby authorizes each of Danielle Carbone, Esq. and Aron Izower, Esq.. of Reed Smith LLP, attorneys for the
Registrant, to orally modify or withdraw this request for acceleration.

 The Registrant requests that it be notified of such effectiveness
by a telephone call to Danielle Carbone at (212) 549-0229 or, in her absence, Mr. Izower at (212) 549-0393.

VENUS CONCEPT INC.

By:

/s/ Domenic Della Penna

Domenic Della Penna

Chief Financial Officer

February 6, 2020
Domenic Serafino
Chief Executive Officer
Venus Concept Inc.
235 Yorkland Blvd, Suite 900
Toronto, Ontario M2J 4Y8
Re:Venus Concept Inc.
Registration Statement on Form S-3
Filed January 31, 2020
File No. 333-236207
Dear Mr. Serafino:
            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 Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Danielle Carbone, Esq.

September 10, 2019
Ryan Rhodes
President and Chief Executive Officer
Restoration Robotics, Inc.
128 Baytech Drive
San Jose, CA 95134
Re:Restoration Robotics, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 20, 2019
File No. 001-38238
Dear Mr. Rhodes:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Brian J. Cuneo

CORRESP
1
filename1.htm

Company Acceleration Request

 Restoration Robotics, Inc.

128 Baytech Drive

 San Jose,
California 95134

 September 6, 2019

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-6010

Re:      Restoration Robotics, Inc. Registration Statement on Form S-4 (File
No. 333-232000)

   Request for Acceleration of Effectiveness

 Requested Date: September 10, 2019

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

 Ladies
and Gentlemen:

 In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Restoration Robotics, Inc. (the
“Registrant”) hereby requests acceleration of the effective date of the Registration Statement on Form S-4 (File No. 333-232000), as amended
(the “Registration Statement”), so that it may become effective at 4:00 p.m. Eastern Time on September 10, 2019, or as soon as possible thereafter.

The Registrant hereby authorizes Brian J. Cuneo, of Latham & Watkins LLP, to orally modify or withdraw this request for acceleration.

 The Registrant hereby acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff of the
Division of Corporation Finance (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 Thank you for your assistance. We request that we be notified of such effectiveness by a
telephone call to Mr. Cuneo at (650) 463-3014, or in his absence Adam H. Whitaker, of Latham & Watkins LLP, at (650) 470-4865. We also
respectfully request that a copy of the written order from the Commission verifying the effective time and date of such Registration Statement be sent to Latham & Watkins LLP, attention: Brian J. Cuneo, via facsimile at (650) 463-2600.

Very truly yours,

Restoration Robotics, Inc.

/s/ Mark Hair

Mark Hair

Chief Financial Officer

cc:
 Brian J. Cuneo, Latham & Watkins LLP

  Adam H. Whitaker, Latham & Watkins LLP

  Mark Hair, Restoration Robotics, Inc.

  Gary Stokes, Restoration Robotics, Inc.

  Domenic Della Penna, Venus Concept Ltd.

  Danielle Carbone, Reed Smith LLP

CORRESP
1
filename1.htm

CORRESP

 August 23, 2019

 VIA EDGAR AND HAND DELIVERY

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-6010

Attention:
 Eric Atallah

 Kevin Kuhar

 Thomas Jones

 Heather Percival

Re:
 Restoration Robotics, Inc.

Amendment No. 1 to Registration Statement on Form S-4

Filed on July 29, 2019

 File No. 333-232000

 Ladies and Gentlemen:

On behalf of our client, Restoration Robotics, Inc. (the “Company”), we are hereby filing Amendment No. 2 to the
Registration Statement on Form S-4/A (the “Registration Statement”). The Company previously filed a Registration Statement on Form S-4 on
June 7, 2019, as well as Amendment No. 1 to Registration Statement on Form S-4/A on July 29, 2019 (the “Amended Registration Statement”). The Registration Statement has
been revised to reflect the Company’s responses to the comment letter to the Amended Registration Statement received on August 9, 2019 from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”). For your convenience, we are providing by overnight delivery a courtesy package that includes copies of the Registration Statement, including copies which have been marked to show changes from the Amended
Registration Statement, as well as a copy of this letter.

 For ease of review, we have set forth below each of the numbered comments of
your letter in bold type followed by the Company’s responses thereto.

 August 23, 2019

 Page
 2

 Equity Commitment Letter, page 14

1.
 Please reconcile your disclosure on page 14 about the $3,500,000 commitment from an investor with the
commitment amounts mentioned on page 172.

 Response: The Company respectfully acknowledges the Staff’s
comment and has revised the disclosure throughout the Registration Statement accordingly.

 Restoration Robotics is not in compliance with the
continued listing requirements, page 35

2.
 Please disclose the listing standards and continued listing standards and whether the company complies with
the standards.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the
disclosure on page 37 of the Registration Statement accordingly.

 Background of the Merger, page 85

3.
 We note your response to prior comment 11; however, from your revised disclosure, it remains unclear how the
percentage of ownership was determined. Please revise as appropriate.

 Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 90 of the Registration Statement accordingly.

 Restoration Robotics
Reasons for the Merger, page 93

4.
 We note your response to prior comment 14. Please revise the disclosure on page 93 and 98 to include more
detail about the synergies, such as quantify the amounts.

 Response: The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure on page 95 of the Registration Statement. The Company respectively advises the Staff that while certain operation and strategic synergies were considered by the board of directors of
Restoration Robotics or Venus Concept in evaluating the merger transaction, other than as disclosed in the Registration Statement neither board of directors evaluated any other quantitative measures in regards to operational synergies leading to the
approval of the Merger Agreement. In particular, neither board of directors evaluated a quantitative assessment of cost savings that could result in combining operational positions at the companies. Accordingly, the disclosures in the Registration
Statement reflects the quantitative measures and level of detail at which the boards of Restoration Robotics and Venus Concept considered the potential synergies that may result from the transaction.

Opinion of Restoration Robotics Financial Advisor, page 99

5.
 We note your response to prior comment 16. Please include a separate section that discloses the forecasts
mentioned in prior comment 16. In this regard, we note your website includes the “Restoration Robotics and Venus Concept Merger Presentation”

 August 23, 2019

 Page
 3

that mentions “[E]stimated $130-135 million revenue” and “[E]stimated high 60s% gross margin” in 2019 and it appears from your
disclosure on pages 93-95 that the board considered the “potential growth” and “prospects for growth” of the combined company and the fairness opinion of the financial adviser as factors in
reaching its conclusion to approve the merger agreement.

 Response: The Company respectfully acknowledges the
Staff’s comment and has included a separate forecast section beginning on page 114 of the Registration Statement accordingly.

 The Merger
Agreement, page 126

6.
 We note your response to prior comment 18. Regarding your disclosure in the second paragraph of this section
about the assertions, to the extent the representations and warranties are included in your disclosure, please revise to remove any potential implication that the referenced information does not constitute public disclosure under the federal
securities laws.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised
the disclosure on page 133 of the Registration Statement accordingly.

 Exhibits

7.
 Please refer to the second paragraph of the opinion filed as exhibit 8.1. Please clarify whether the Tax
Certificates are limited to factual matters. For guidance, see Section III.C.3 of Staff Legal Bulletin No. 19 available on the Commission’s website.

Response: The Company respectfully acknowledges the Staff’s comment and confirms that the Tax Certificates are limited to factual
matters consistent with Section III.C.3. of Staff Legal Bulletin No. 19.

8.
 Please ease refer to the third paragraph of the opinion. We note that the opinion states that it is based in
part on the assumption that “the merger will qualify as a statutory merger under applicable Israeli or local laws.” Please delete the assumption. For guidance, see Section III.C.3 of Staff Legal Bulletin No. 19.

 Response: The Company respectfully acknowledges the Staff’s comment and notes that Reed Smith LLP
(“Reed Smith”), counsel to Venus Concept Ltd., has deleted this assumption from the third paragraph of its tax opinion.

9.
 Please refer to the sixth paragraph of the opinion. When using a short form opinion, the tax disclosure in
the prospectus and the exhibit 8 short form opinion must clearly state that the disclosure in the tax consequences section of the prospectus is the opinion of the named counsel. For guidance, see Section III.B. of Staff Legal Bulletin No. 19.

 August 23, 2019

 Page
 4

 Response: The Company respectfully acknowledges the Staff’s comment and notes
that the tax disclosure in the prospectus and the exhibit 8 short form opinion clearly state that the disclosure in the tax consequences section of the prospectus is the opinion of Reed Smith, consistent with Section III.B. of Stall Legal Bulletin
No. 19.

10.
 Please delete the term “generally” mentioned in the sixth paragraph of the opinion.

 Response: The Company respectfully acknowledges the Staff’s comment and notes that Reed Smith has
deleted the term “generally” mentioned in the sixth paragraph of its tax opinion.

 * * *

We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (650) 463-3014 or by fax at (650) 463-2600 with any questions or comments regarding this correspondence.

Very truly yours,

 /s/ Brian Cuneo

 Brian J. Cuneo

of LATHAM & WATKINS LLP

cc:
 Ryan Rhodes, Restoration Robotics, Inc.

 Mark Hair, Restoration Robotics, Inc.

 Gary Stokes, Restoration Robotics, Inc.

 Phillip S. Stoup, Latham & Watkins LLP

 Domenic Della Penna, Venus Concept Ltd.

 Danielle Carbone, Reed Smith LLP

August 9, 2019
Ryan Rhodes
President and Chief Executive Officer
Restoration Robotics, Inc.
128 Baytech Drive
San Jose, CA 95134
Re:Restoration Robotics, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed July 29, 2019
File No. 333-232000
Dear Mr. Rhodes:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our July 3, 2019 letter.
Amendment No. 1 to Registration Statement on Form S-4
Equity Commitment Letter, page 14
1.Please reconcile your disclosure on page 14 about the $3,500,000 commitment from an
investor with the commitment amounts mentioned on page 172.
Restoration Robotics is not in compliance with the continued listing requirements, page 35
2.Please disclose the listing standards and continued listing standards and whether the
company complies with the standards.

 FirstName LastNameRyan Rhodes
 Comapany NameRestoration Robotics, Inc.
 August 9, 2019 Page 2
 FirstName LastName
Ryan Rhodes
Restoration Robotics, Inc.
August 9, 2019
Page 2
Background of the Merger, page 85
3.We note your response to prior comment 11; however, from your revised disclosure, it
remains unclear how the percentage of ownership was determined.  Please revise as
appropriate.
Restoration Robotics Reasons for the Merger, page 93
4.We note your response to prior comment 14.  Please revise the disclosure on pages 93 and
98 to include more detail about the synergies, such as quantify the amounts.
Opinion of Restoration Robotics Financial Advisor, page 99
5.We note your response to prior comment 16.  Please include a separate section that
discloses the forecasts mentioned in prior comment 16.  In this regard, we note your
website includes the "Restoration Robotics and Venus Concept Merger Presentation" that
mentions "[E]stimated $130-135 million revenue" and "[E]stimated high 60s% gross
margin" in 2019 and it appears from your disclosure on pages 93-95 that the board
considered the "potential growth" and "prospects for growth" of  the combined company
and the fairness opinion of the financial adviser as factors in reaching its conclusion to
approve the merger agreement.
The Merger Agreement, page 126
6.We note your response to prior comment 18.  Regarding your disclosure in the second
paragraph of this section about the assertions, to the extent the representations and
warranties are included in your disclosure, please revise to remove any potential
implication that the referenced information does not constitute public disclosure under the
federal securities laws.
Exhibits
7.Please refer to the second paragraph of the opinion filed as exhibit 8.1.  Please clarify
whether the Tax Certificates are limited to factual matters. For guidance, see Section
III.C.3 of Staff Legal Bulletin No. 19 available on the Commission's website.
8.Please refer to the third paragraph of the opinion.  We note that the opinion states that it is
based in part on the assumption that "the merger will qualify as a statutory merger
under applicable Israeli or local laws."  Please delete the assumption.  For guidance, see
Section III.C.3 of Staff Legal Bulletin No. 19.
9.Please refer to the sixth paragraph of the opinion.  When using a short form opinion, the
tax disclosure in the prospectus and the exhibit 8 short form opinion must clearly state that
the disclosure in the tax consequences section of the prospectus is the opinion of the
named counsel.  For guidance, see Section III.B. of Staff Legal Bulletin No. 19.

 FirstName LastNameRyan Rhodes
 Comapany NameRestoration Robotics, Inc.
 August 9, 2019 Page 3
 FirstName LastName
Ryan Rhodes
Restoration Robotics, Inc.
August 9, 2019
Page 3
10.Please delete the term "generally" mentioned in the sixth paragraph of the opinion.
            You may contact Eric Atallah at 202-551-3663 or Kevin Kuhar, Accounting Branch
Chief, at 202-551-3662 if you have questions regarding comments on the financial statements
and related matters.  Please contact Tom Jones at 202-551-3602 or Heather Percival, Senior
Attorney, at 202-551-3498 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Brian J. Cuneo

CORRESP
1
filename1.htm

CORRESP

 July 10, 2019

VIA EDGAR AND HAND DELIVERY

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-6010

Attention:

Eric Atallah

Kevin Kuhar

Thomas Jones

Heather Percival

Re:

Restoration Robotics, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2018

Filed March 20, 2019

Form 10-Q for the Quarterly Period Ended March 31, 2019

Filed May 15, 2019

File No. 001-38238

CIK No. 0001409269

 Ladies and Gentlemen:

We, Restoration Robotics, Inc. (the “Company”) hereby submit this letter in response to the comments made by the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) in a letter from the Staff dated July 3, 2019 (the “Staff Letter”) regarding the above referenced
Annual Report on Form 10-K and Quarterly Report on Form 10-Q.

In response to the Staff Letter, we have filed a Second Amendment to the Form 10-K for the Fiscal Year
Ended December 31, 2019 (the “Form 10-K/A”) and an Amendment to the Form 10-Q for the Quarterly Period Ended March 31, 2019 (the
“Form 10-Q/A”). The Company previously filed a Form 10-K for the Fiscal Year Ended December 31, 2019 on March 20, 2019 (the
“Filed 10-K”) and previously filed a Form 10-Q for the Quarterly Period Ended March 31, 2019 on May 15, 2019 (the “Filed 10-Q”).

 The following responses are numbered in accordance with the comments in the Staff
Letter. For your convenience, we restate the comment from the Staff Letter in bold before each response.

 July 10, 2019

 Page
 2

 Form 10-K for the Fiscal Year Ended
December 31, 2018

 Exhibit Index, page 109

1.
 The consent of Grant Thornton LLP included in Exhibit 23.1 refers to their report dated March 19, 2019,
although their audit report included on page 80 of the Form 10-K is dated March 20, 2019. Please amend your filing to have Grant Thornton LLP provide a consent that refers to the correct audit report
date.

 Response: The Company respectfully advises the Staff that it has filed the Form 10-K/A to amend the Filed 10-K to correct the date of the Grant Thornton LLP audit report to March 20, 2019.

Form 10-Q for the Quarterly Period Ended March 31, 2019

Item 6. Exhibits, page 67

2.
 We note the certifications provided in Exhibits 31.1 and 31.2 do not include paragraph 4(b) and the
introductory language in paragraph 4 referring to internal control over financial reporting after the end of the transition period that allows these omissions. Please amend the filing to provide revised certifications. You may file an abbreviated
amendment that is limited to the cover page, explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the certification. Refer to Exchange Act Rule 13a-14(a) and Item 601(b)(31) of Regulation S-K.

 Response: The Company respectfully advises the Staff that it has
filed the Form 10-Q/A to amend the Filed 10-Q to provide the revised certifications.

* * *

 We hope the foregoing
answers are responsive to your comments. Please do not hesitate to contact me by telephone at (408) 883-6759 or by fax at (408) 883-6889 with any questions or comments
regarding this correspondence.

Very truly yours,

/s/ Ryan Rhodes

Ryan Rhodes

President and Chief Executive Officer

Restoration Robotics, Inc.

cc:

Mark Hair, Restoration Robotics, Inc.

Tuan Le, Restoration Robotics, Inc.

Brian Cuneo, Latham & Watkins LLP

Phillip S. Stoup, Latham & Watkins LLP

July 3, 2019
Ryan Rhodes
President and Chief Executive Officer
Restoration Robotics, Inc.
128 Baytech Drive
San Jose, CA 95134
Re:Restoration Robotics, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 20, 2019
Form 10-Q for the Quarterly Period Ended March 31, 2019
Filed May 15, 2019
File No. 001-38238
Dear Mr. Rhodes:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2018
Exhibit Index, page 109
1.The consent of Grant Thornton LLP included in Exhibit 23.1 refers to their report dated
March 19, 2019, although their audit report included on page 80 of the Form 10-K is dated
March 20, 2019.  Please amend your filing to have Grant Thornton LLP provide a consent
that refers to the correct audit report date.

 FirstName LastNameRyan Rhodes
 Comapany NameRestoration Robotics, Inc.
 July 3, 2019 Page 2
 FirstName LastName
Ryan Rhodes
Restoration Robotics, Inc.
July 3, 2019
Page 2
Form 10-Q for the Quarterly Period Ended March 31, 2019
Item 6. Exhibits, page 67
2.We note the certifications provided in Exhibits 31.1 and 31.2 do not include paragraph
4(b) and the introductory language in paragraph 4 referring to internal control over
financial reporting after the end of the transition period that allows these omissions.
Please amend the filing to provide revised certifications.  You may file an abbreviated
amendment that is limited to the cover page, explanatory note, signature page and
paragraphs 1, 2, 4 and 5 of the certification.  Refer to Exchange Act Rule 13a-14(a) and
Item 601(b)(31) of Regulation S-K.
            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.
            You may contact Eric Atallah at (202) 551-3663 or Kevin Kuhar, Accounting Branch
Chief, at (202) 551-3662 if you have questions regarding comments on the financial statements
and related matters.  Please contact Thomas Jones at (202) 551-3602 or Heather Percival, Senior
Attorney, at (202) 551-3498 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Brian J. Cuneo

CORRESP
1
filename1.htm

CORRESP

 Restoration Robotics, Inc.

128 Baytech Drive

 San
Jose, CA 95134

 December 6, 2018

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

Attention:
 Thomas Jones

Re:
 Restoration Robotics, Inc.

 Registration Statement on Form S-3 (Registration No. 333-228562)

 Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration by the Securities and Exchange Commission of the effective date of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) of Restoration Robotics,
Inc. We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on December 10, 2018, or as soon as practicable thereafter.

Thank you for your assistance in this matter.

Very truly yours,

Restoration Robotics, Inc.

By:

/s/ Ryan Rhodes

 Ryan Rhodes

 President and Chief Executive
Officer

December 4, 2018
Ryan Rhodes
President and Chief Executive Officer
Restoration Robotics, Inc.
128 Baytech Drive
San Jose, CA 95134
Re:Restoration Robotics, Inc.
Regstration Statement on Form S-3
Filed November 27, 2018
File No. 333-228562
Dear Mr. Rhodes:
            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 Thomas Jones at 202-551-3602 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Brian J. Cuneo, Esq.

CORRESP
1
filename1.htm

Company Acceleration Request

 Restoration Robotics, Inc.

128 Baytech Drive

 San
Jose, CA 95134

 August 6, 2018

 VIA EDGAR
AND E-MAIL

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:
 Heather Percival

Re:
 Restoration Robotics, Inc. Registration Statement on Form S-1

 (Registration No. 333-226598)

Ladies and Gentlemen:

 In accordance with Rule
461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-226598) (the “Registration Statement”) of Restoration Robotics, Inc. (the “Company”). We respectfully request that the Registration Statement become
effective as of 4:30 p.m., Washington, D.C. time, on August 8, 2018, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins
LLP, by calling Brian Cuneo at (650) 463-3014.

 Thank you for your assistance in this matter.

Very truly yours,

RESTORATION ROBOTICS, INC.

By:

 /s/ Ryan Rhodes

Ryan Rhodes

President and Chief Executive Officer

CC:
 Mark Hair, Restoration Robotics, Inc.

 Brian J. Cuneo, Latham & Watkins LLP

 B. Shayne Kennedy, Latham & Watkins LLP

 Michael D. Maline, Goodwin Procter LLP

CORRESP
1
filename1.htm

Company Acceleration Request

 Restoration Robotics, Inc.

128 Baytech Drive

 San
Jose, CA 95134

 October 6, 2017

 VIA EDGAR AND
E-MAIL

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-6010

 Attention:

 Russell Mancuso, Branch Chief

 Heather Percival,
Reviewing Attorney

 Lynn Dicker, Senior Accountant

 David
Burton, Reviewing Accountant

 Re:

 Restoration Robotics, Inc. Registration Statement on Form S-1

(Registration No. 333-220303)

 Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-220303) (the “Registration Statement”) of Restoration Robotics, Inc. (the “Company”). We
respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on October 11, 2017, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally
confirm that event with our counsel, Latham & Watkins LLP, by calling Brian Cuneo at (650) 463-3014.

 Thank you for your
assistance in this matter.

Very truly yours,

RESTORATION ROBOTICS, INC.

By:

/s/ Ryan Rhodes

 Ryan Rhodes

 President and Chief Executive
Officer

CC:
Charlotte Holland, Restoration Robotics, Inc.

Dave Cordeiro, Restoration Robotics, Inc.

Brian J. Cuneo, Latham & Watkins LLP

Shayne Kennedy, Latham & Watkins LLP

Phillip S. Stoup, Latham & Watkins LLP

John D. Hogoboom, Lowenstein Sandler LLP

CORRESP
1
filename1.htm

CORRESP

 [***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

 140 Scott Drive

 Menlo Park, California 94025

Tel: +1.650.328.4600 Fax: +1.650.463.2600

 www.lw.com

 FIRM / AFFILIATE OFFICES

 September 11, 2017

 VIA EDGAR AND HAND DELIVERY

 Barcelona

 Beijing

Boston

 Brussels

Century City

 Chicago

Dubai

 Düsseldorf

Frankfurt

 Hamburg

Hong Kong

 Houston

London

 Los Angeles

Madrid

 Milan

 Moscow

 Munich

New York

 Orange County

Paris

 Riyadh

Rome

 San Diego

San Francisco

 Seoul

Shanghai

 Silicon Valley

Singapore

 Tokyo

Washington, D.C.

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-6010

 Attention:

 Russell Mancuso, Branch Chief

Heather Percival, Reviewing Attorney

 Lynn Dicker,
Senior Accountant

 David Burton, Reviewing Accountant

FOIA Confidential Treatment Requested

Under 17 C.F.R §200.83

          Re:

 Restoration Robotics, Inc.

Stock-Based Compensation

 CIK
No. 0001409269

 Ladies and Gentleman:

On behalf of Restoration Robotics, Inc. (the “Company”), we submit this letter (this “Letter”)
to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”). The Company originally filed the above-referenced Registration Statement on Form S-1 (the
“Registration Statement”) with the Commission on September 1, 2017. The purpose of this Letter is to provide supplemental information to the Staff with respect to the accounting treatment for stock-based compensation for
its consideration during the review cycle so that the Company may be in a position to print a preliminary prospectus as promptly as practicable after filing an Amendment to the Registration Statement (the “Amendment”). 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 the Letter.

The Company’s discussion of stock-based compensation is primarily contained within the sections of the Registration Statement entitled
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations—Critical Accounting Policies and Estimates—Common Stock Valuations” (together, the “Section”) and appears on pages 62 through 63 of the Registration Statement, as well as
Note 10 to the Notes to the Consolidated Financial Statements.

 September 11, 2017

Page 2

 The Company supplementally advises the Staff that while not reflected in the Registration
Statement, based on discussions with the Company’s Board of Directors and reflecting the input from the lead underwriter for its initial public offering (“IPO”), the Company currently anticipates an approximate price
range of $[***] to $[***] per share for the Company’s common stock (the “Preliminary IPO Price Range”), with a midpoint of the anticipated range of approximately $[***] per share (the “Preliminary Assumed IPO
Price”). The Preliminary IPO Price Range and Preliminary Assumed IPO Price do not reflect any reverse stock split that the Company might affect prior to the granting of effectiveness by the SEC of the Registration Statement. The Company
is currently anticipating approximately a [***] to 1 reverse stock split, which would result in a post-split Preliminary IPO Price Range of $[***] to $[***] per share, with a midpoint of $[***] per share. The Company’s final post-split
Preliminary IPO Price Range remains under discussion between the Company and the representative of the underwriters, and a bona fide price range will be included in an Amendment prior to any distribution of the preliminary prospectus in connection
with the Company’s road show.

 HISTORICAL FAIR VALUE DETERMINATION AND METHODOLOGY

As previously disclosed, the Company has historically determined the fair value of its common stock using methodologies, approaches and
assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “AICPA Practice
Guide”). In addition, the Company’s Board of Directors also considered numerous objective and subjective factors, along with input from management and third-party valuations, to determine the fair value of the Company’s common
stock as disclosed in the Registration Statement.

 As described in more detail in the Registration Statement, the Company historically
estimated the enterprise value of the Company using both a market approach and an income approach. Under the market approach, a group of publicly traded companies with similar financial and operating characteristics as the Company were selected and
valuation multiples were calculated based on these guideline public companies’ financial information and market data. Based on the observed valuation multiples, an appropriate multiple was selected to apply to the Company’s historical and
forecasted revenue results. Under the income approach, forecasted cash flows were discounted to the present value at a risk adjusted discount rate. The Company determined discrete free cash flows over several years based on forecast financial
information provided by the Company’s management and a terminal value for the residual period beyond the discrete forecast, which are discounted at the Company’s estimated weighted average cost of capital to estimate our enterprise value.
The estimated enterprise value was then allocated to the common stock using the Option Pricing Method (“OPM”). For both methods, we applied a discount for lack of marketability to account for a lack of access to an active
public market.

 DISCUSSION OF MOST RECENT FAIR VALUE DETERMINATION

As of June 30, 2017, the most recent fair value determination date, the Company determined the fair value of its common stock to be $[***]
per share (the “Estimated Fair Value Per Share”). This determination was based in part on a third-party valuation conducted as of June 30, 2017 utilizing the probability-weighted expected return method
(“PWERM”). Under the PWERM, the per share value of the common stock is estimated based upon the probability-weighted present value of expected future equity values for the common stock, under various possible future
scenarios, and then discounted for a lack of marketability.

 The Estimated Fair Value Per Share was derived based on two potential
operating scenarios under the PWERM:

 (i) an initial public offering in the fourth quarter of 2017 (the “IPO”); or

 (ii) remaining a private company (“Remain Private”).

 [***] CERTAIN INFORMATION IN THIS
DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

 September 11, 2017

Page 3

 For each of these potential scenarios, the Company determined an equity value, a discount for a
lack of marketability for each liquidity event and, ultimately, an equity value per share after taking into account the discount for a lack of marketability. A probability weighting of the applicable scenario was then applied and resulted in the
Estimated Equity Value Per Share. The following table sets forth the results of the PWERM analysis as of June 30, 2017 that was utilized by the Company to determine the Estimated Fair Value Per Share (in millions, except per share data and
percentages):

 PWERM

IPO

Remain Private

 Equity Value

$
[
***]

$
[
***]

 Equity Value per share of Common

Stock based on minority interest (prior to

DLOM)

$
[
***]

$
[
***]

 Discount for Lack of Marketability

[
***]%

[
***]%

 Equity Value Per Share

$
[
***]

$
[
***]

 Probability weighting

[
***]%

[
***]%

Estimated Fair Value Per Share

$[***]

 The Company believes that the operating scenarios used in its PWERM analysis and the probability weighting of
each scenario was reasonable at the time, in light of the status of its commercialization of the ARTAS System, the Company’s expected near-term and long-term funding requirements, and an assessment of the current financing environment for
medical device companies, external market conditions affecting the medical device industry, especially with respect to initial public offerings, and the relative likelihood of achieving an initial public offering or sale of the Company in light of
prevailing market conditions. The timing of these future liquidity events was determined primarily from input from the Company’s Board of Directors and its management.

To determine the equity value for the IPO scenario, a range of business enterprise values (“BEV”) was derived from an
analysis of the pre-IPO valuations of the most recent IPOs of medical device companies at the time of their respective IPO, including: [***]. These companies were selected by the third-party conducting the valuation based on a total of 22 IPOs of
companies in the medical device industry. The analysis of these pre-IPO companies indicated (i) a pre-IPO BEV range of $[***] million to $[***] million, with a median pre-IPO BEV of $[***] million, (ii) annual revenue range
of $[***] million to $[***] million, with a median annual revenue of $[***] million and (iii) a BEV to revenue multiple range of [***]x to [***]x, with a median BEV to revenue multiple of [***]x. Based on this analysis and more
comparability to the companies at the median and lower end of the BEV spectrum, the Company selected a pre-IPO valuation based on the median BEV to revenue multiple of [***]x. Based on the Company’s budgeted revenue for the year ended
December 31, 2017, the Company’s BEV was approximated at $[***] million. From the estimated BEV, the Company’s equity value of $[***] million was derived.

To determine the equity value for the Remain Private scenario, the enterprise value of the Company was calculated using a discounted cash flow
(“DCF”) method and a guideline public company

 [***] CERTAIN INFORMATION IN THIS
DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

 September 11, 2017

Page 4

 (“GPC”) method. Based on the DCF method, the third-party valuation firm determined that
the Company’s equity value in the Remain Private scenario would be $[***] million. The GPC method determined the Company’s equity value by utilizing ratios developed from the market price of traded shares from publicly available
companies considered reasonably similar to the Company. Based on the third-party valuation firm’s research, they concluded the following companies should be used for the GPC analysis: [***]. Based on the GPC analysis, the third-party valuation
firm determined the Company’s equity value was $[***] million. Based on input from the Company’s management and a review of the Company’s historical financial performance, the third-party valuation firm weighted the DCF method at
75% and the GPC method at 25%, to arrive at an equity value of $[***] million for the Remain Private scenario.

 PRELIMINARY
ASSUMED IPO PRICE

 As noted above, the Preliminary IPO Price Range is approximately $[***] to $[***] per share, with a Preliminary
Assumed IPO Price of approximately $[***] per share. The foregoing prices per share do not reflect any reverse stock split that the Company might affect prior to the Company’s initial public offering.

The following table summarizes the Company’s anticipated pre-offering equity values (based on the low-end, mid-point and high-end of the
Preliminary IPO Price Range) (in millions, except per share data).

Low-End

Mid-Point

High-End

 Pre-Offering Equity Value

$[***]

$[***]

$[***]

 Pre-Offering Equity Value Per Share (pre-reverse share split)

$[***]

$[***]

$[***]

 COMPARISON OF IPO PRICE RANGE AND ESTIMATED FAIR VALUE PER SHARE

The primary factor that accounts for the higher Preliminary IPO Price Range when compared to the Estimated Fair Value Per Share as of
June 30, 2017 is the inherent discounting and probability weighting in the PWERM methodology. In addition, in September 2017 the Company completed a convertible note financing from its existing institutional venture capital investors adding
$5.0 million in new capital and increasing the likelihood of a successful IPO.

 Inherent Discounting of PWERM Analysis

The primary factor that accounts for the higher Preliminary IPO Price Range when compared to the Estimated Fair Value Per Share is that the
Preliminary IPO Price Range necessarily assumes only a single successful liquidity event, the IPO. The PWERM, on the other hand, utilizes a probability-weighted approach (as outlined above), and the resulting Estimated Fair Value Per Share reflects
the potential for alternative scenarios, in particular a remaining private scenario, which inherently decreases the Estimated Fair Value Per Share due to the lower equity value and increased discount for lack of marketability. The application of a
discount for lack of marketability, which for the IPO scenario is 20% and for the Remain Private scenario is 30%, reflects the reality that the enterprise doesn’t have a marketplace for sales and/or transfers, while the Preliminary IPO Price
Range does not, as an active trading market for the common stock will exist following the IPO. As a result, the Preliminary IPO Price

 [***] CERTAIN INFORMATION IN THIS
DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

 September 11, 2017

Page 5

 Range was neither reduced by the lower equity value from the stay private scenario nor discounted for a lack of
marketability. Notably, however, the assumed equity value of the Company in the IPO scenario is consistent with the estimated pre-offering equity value at the mid-point of the Preliminary IPO Price Range ($[***] million as compared to $[***]
million).

 Closing of $5 million in Convertible Note Financing

An additional factor that contributes to the higher Preliminary IPO Price Range when compared to the Estimated Fair Value Per Share is the
Company’s recent convertible note financing. In September 2017, the Company raised $5.0 million in gross consideration from the sale of convertible notes (the “Convertible Notes”) to its venture capital investors which
include entities affiliated with Sutter Hill Ventures, Clarus Lifesciences II, L.P., InterWest Partners IX, LP, Alloy Ventures 2005, L.P. and Alloy Ventures 2002, L.P. Pursuant to the terms thereof, the Convertible Notes are convertible into the
Company’s common stock upon the consummation of the IPO. The Company views the Convertible Notes financing as an important validation of its business prospects and further evidence of its significant investors’ commitment. The
Convertible Note financing, occurring after the June 30, 2017, further increases the probability of a successful IPO, as a result of the additional capital and signaling of the existing investors’ commitment to the Company and its overall
business prospects.

 CONCLUSION

The Company has historically determined the estimated fair value per share of its common stock consistent with the guidance set forth in the
AICPA Practice Guide, including the OPM and later, the PWERM, which are both accepted valuation methods under the AICPA Practice Guide. The Company

Mail Stop 3030
August 29, 2017

Via E -mail
Ryan Rhodes
Chief Executive Officer
Restoration Robotics, Inc.
128 Baytech Drive
San Jose, CA 95134

Re: Restoration Robotics, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S -1
Submitted August 15 , 2017
  CIK No. 0001409269

Dear Mr. Rhodes :

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.

The ARTAS S olution , page 2

1. Expand your response to prior comment 2 to tell us the portion of patients that experience
the results depicted.

Six Months Ended June 30, 2016 and June 30, 2017, page 68

2. We note your response to prior comment 13; however, it appears th at a portion of your
increase in revenue for the six months  ended June 30, 2017 compared to the six months
ended June 30, 2016 is due to increases in price of your ARTAS system given the
number of units you sold in each period.  Please revise your disclosu re accordingly.

Ryan Rhodes
Restoration Robotics, Inc.
August 29 , 2017
Page 2

 Exhibits Index

3. Tell us why you deleted former exhibit 10.25 from your exhibits index.

You may contact David Burton  at (202) 551 -3626 or Lynn Dicker, Senior Accountant,  at
(202) 551 -3616 if you have questions regarding comments on the fin ancial statements and
related matters.  Please contact Heather Percival  at (202) 551 -3498 or me at (202) 551 -3617  with
any other questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc: Brian J. Cuneo, Esq.
 Latham & Watkins LLP

Mail Stop 3030
August 3, 2017

Via E -mail
Ryan Rhodes
Chief Executive Officer
Restoration Robotics, Inc.
128 Baytech Drive
San Jose, CA  95134

Re: Restoration Robotics, Inc.
Draft Registration Statement on Form S -1
Submitted July 7, 2017
  CIK No. 0001409269

Dear Mr. Rhodes :

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 t o 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.

The ARTAS Solution, page 3

1. Disclose your system’s approved marketing indications.  In this regard, we note your
disclosure in the last risk factor on page 22 that your FDA approval is limited to hair
follicle dissection in males t hat have black or brown straight hair.  Revise your disclosure
under “Market Overview” on page 2 to reflect how your addressable market is limited by
that approval.

2. Tell us whether the pictures represent typical results.

Ryan Rhodes
Restoration Robotics, Inc.
August 3, 2017
Page 2

 Risks Associated With Our Bus iness, page 5

3. Expand the third bullet point to dis close  the covenant mentioned on page 26  that you will
not incur additional indebtedness and discuss the potential limitation on your ability to
raise additional capital and the impact on shareholders .

4. Briefly indicate the material risk you face from U.S. and international government
regulations as a provider of medical devices.

Implications of Being an Emerging Growth Company, page 6

5. 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.

Summary Consolidated Financial Data, page 9

6. We note disclosures in this section and throughout the filing that you intend to present
pro forma adjustments that give effect to the automatic conversion of all of your
outstanding shares of preferred stock into share s of common stock and the conversion of
convertible preferred stock warrants into common stock warrants .  We further note your
disclosures on page F -28 that your preferred stock automatically convert into shares of
common stock upon an initial public offering provided that the offering price is not less
than $ 3.58 per share and the aggregate gross proceeds to the company are not less than
$25.0  million.   Please tell us whether you presently expect the offering to meet such
conditions.   If not, expla in to us why you believe these pro forma adjustments are
factually supportable.

We will require substantial additional financing…, page 13

7. Revise your disclosure regarding potential debt financings in this risk factor to indicate
that your current loan agreement contains a covenant that you may not incur additional
indebtedness.

We depend on certain technologies that are licensed to us …, page 33

8. Clarify whether the licenses from third parties that you are dependent on are more than
just the lice nse from HSC.  If you are dependent on other licenses, please expand your
disclosure in your “Business” section to disclose the duration and effect of those licenses
and file any such license agreements as exhibits if appropriate.

Ryan Rhodes
Restoration Robotics, Inc.
August 3, 2017
Page 3

 Industry and Market Da ta, page 50

9. We note your disclosures on pages 2 and 83 referring to published studies involving your
product.  Please tell us whether you commissioned any of the third -party data you cite for
use in connection with your registration statement.

Use of P roceeds,  page 51

10. Revise the last sentence of the fourth paragraph to disclose the amount of proceeds you
will use to make scheduled payments on your loan as well as the interest rate and
maturity date of the loan.

11. Disclose the amount of proceeds you cur rently intend to use for researching and
developing the robotic implantation system and for obtaining regulatory approval for that
system.

Dilution, page 55

12. Expand the disclosure on page 56 to clarify how the numbers and percentages in the table
would change assuming the exercise of all outstanding warrants and options.

Three Months Ended March 31, 2016 and March 31, 2017 , page 67

13. Revise your revenue disc losure  to quantify the increases  in your net revenue during the
first quarter of 2017  attributable to  changes in prices and changes in volume.  Refer to
Item 303(a)(3)(iii)  of Regulation S -K.

Years Ended December 31, 2015 and December 31, 2016, page 69

14. Clarify what the “certain strategic changes” were to your U.S. sales force in 2016 and
disclose the drivers behind the strategic changes.

Business, page 76

15. We note your risk factor disclosure on page 12 regarding physicians being able to obtain
financi ng to purchase your systems.  Expand your disclosure to indicate how your
business model addresses customers being able to purchase your products.

16. We note you are developing ARTAS implantation and seeking regulatory approval for
intended sales of that f eature in 2018.  If potential customers might delay purchases of
your system until that feature is available, please include appropriate risk factor
disclosure.  Also disclose if you intend your current systems to be upgradeable for that
feature.

Ryan Rhodes
Restoration Robotics, Inc.
August 3, 2017
Page 4

 Drawba cks of Strip Surgery and FUE Surgery Using Hand -Held Devices, page 81

17. Briefly c larify how your system addresses each of the drawbacks you mention .

Implantation, page 86

18. Revise this section to remove any suggestion that you will receive regulatory  appro val for
the indication you discuss and clarify whether the clinical trial is part of a regulatory
submission.

Competition , page 9 1

19. We note you compete on the basis of procedure costs to patients.  In an appropriate
location in your prospectus, disclose  the factors that affect procedure costs and indicate a
general range of procedure costs to patients.

Research and Development, page 92

20. Disclose the material amounts spent on research and development in the past three years.
Refer to Item 101(c)( 1)(xi) of Regulation S -K.

License Agreement with HSC Development LLC and James A. Harris, MD, page 93

21. Please disclose the duration and effect of the patents subject to the license agreement.

Manufacturing, page 93

22. Disclose the effective date of the master agreement you disclose in the first paragraph of
this section.

23. Reconcile your disclosure here regarding single -source suppliers with your disclosure in
the last risk factor on page 20 regarding “several sole source suppliers.”

Certain Relationships and Related Party Transactions , page 12 5

24. File the indemnification agreements and the agreement with Aurus as exhibits to your
registration statement.

Voting Agreement, page 126

25. Revise to identify the “certain holders” you mention here an d in the next section and
disclose how each holder is a related party.  Refer to Item 404(a)(1) of Regulation  S-K.

Ryan Rhodes
Restoration Robotics, Inc.
August 3, 2017
Page 5

 Principal Stockholders, page 128

26. Disclose all natural persons who exercise the sole or shares voting and dispositive powers
with respect to the shares held in the name of the entities identified in your table.

Description of Capital Stock , page 131

27. File as an exhibit to your registrati on statement the amended and restated investor rights
agreement referred to in the introductory paragraph of this section.

Shares Eligible for Future Sale, page 136

28. Please clarify the reference to “substantially all” security holders who entered into t he
lock-up agreements.

Underwriter Warrants, page 144

29. It is unclear from your disclosure if the warrants have been exercised.  Clarify if the
outstanding warrants will remain exercisable for Series C preferred stock or will be
exercisable for common st ock after your offering.

You may contact David Burton  at (202) 551 -3626 or Lynn Dicker, Senior Accountant,  at
(202) 551 -3616 if you have questions regarding comments on the financial statements and
related matters.  Please contact Heather Percival  at (202) 551 -3498 or Tim Buchmiller, Senior
Attorney,  at (202) 551 -3635 with any other questions.

Sincerely,

 /s/ Tim Buchmiller for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Brian J. Cuneo, Esq.
 Latham & Watkins LLP