3222 Phoenixville Pike
Malvern, Pennsylvania 19355
August 13, 2019
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Heather Percival
| Re: | Neuronetics, Inc. |
Registration Statement on Form S-3
Filed August 6, 2019
File No. 333-233047
Acceleration Request
Requested Date: August 15, 2019
Requested Time: 4:00 p.m. Eastern Time
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-233047) (the “Registration Statement”) to become effective at 4:00 p.m. Eastern Time on August 15, 2019, or as soon thereafter as is practicable.
Once the Registration Statement has been declared effective, please orally confirm that event with Joshua A. Kaufman of Cooley LLP, counsel to the Registrant, at (212) 479-6495.
[Signature page follows]
Very truly yours,
| NEURONETICS, INC. | ||
| By: |
/s/ Steve Furlong | |
| Steve Furlong Chief Financial Officer | ||
| cc: | Chris Thatcher, Neuronetics, Inc. |
Divakar Gupta, Cooley LLP
Joshua Kaufman, Cooley LLP
Brandon Fenn, Cooley LLP