United States securities and exchange commission logo

                               July 23, 2021

       Reza Zadno, Ph.D.
       Chief Executive Officer
       PROCEPT BioRobotics Corporation
       900 Island Drive
       Redwood City, CA 94065

                                                        Re: PROCEPT BioRobotics
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted June 25,
                                                            CIK No. 0001588978

       Dear Dr. Zadno:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             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

       Draft Registration Statement on Form S-1 submitted June 25, 2021

       Market and Industry Data, page ii

   1.                                                   We note your statement
cautioning investors not to give undue reliance to estimates or
                                                        market data included in
the prospectus. Such statement may imply an inappropriate
                                                        disclaimer of
responsibility with respect to the third party information; therefore, please
                                                        either remove the
potential disclaiming language or clearly state in this section whether
                                                        such information is
reliable and that you are liable for such information.
 Reza Zadno, Ph.D.
PROCEPT LastNameReza     Zadno, Ph.D.
           BioRobotics Corporation
July       NamePROCEPT BioRobotics Corporation
     23, 2021
July 23,
Page  2 2021 Page 2
FirstName LastName
Our Company, page 1

2.       Please clarify the meaning of scientific or technical terms the first
time they are used here
         and in the Business section or in close proximity thereto in order to
ensure that lay readers
         will understand the disclosure. For example, please briefly explain
what you mean by
         cystoscopic, endoscopic, CPU, resective surgery, hemostatis and
3.       We note your disclosure on pages 38 and 125 that your currently
marketed AquaBeam
         Robotic System is a Class II medical device, which was initially
granted marketing
         authorization pursuant to a de novo classification. Please revise to
include disclosure of
         the Class II classification in the Summary as well.
4.       We note your disclosure on pages 1, 4 and throughout the Business
section that your
         Aquablation therapy delivers outcomes that are    effective, safe and
durable    across all
         prostate sizes and shapes. Please note that determinations of safety
and efficacy are solely
         within the authority of the FDA and comparable foreign regulators;
therefore, please
         revise the prospectus to remove all references and/or implications of
safety and efficacy
         for the use of your devices in treating indications for which you have
not received an
         approved PMA from the FDA.
5.       Please revise to explain when you commenced work designing the
AquaBeam Robotic
         System, when you conducted the studies referenced in the prospectus
and when your
         product received 510(k) clearance. Please also include a detailed
description of the patient
         population for which your AquaBeam Robotic System for which you have
received FDA
         510(k) clearance.
Our Solution, page 3

6.       Please balance your disclosure with equally prominent disclosure of
the disadvantages of
         your AquaBeam Robotic System, such as observed hemostatis,
peri-operative transfusions
         and any other adverse side effects observed in your clinical trials,
as applicable.
Our Success Factors, page 4

7.       We refer to your disclosure on page 4 and elsewhere in the prospectus
to nine clinical
         studies and over 100 peer-reviewed publications demonstrating the
efficacy, safety and
         durability of your Aquablation therapy. Please revise your disclosure
in this section and
         in greater detail elsewhere to disclose, if true, whether you funded
or sponsored the
         clinical studies and if your employees were involved in both the
studies and publications.
 Reza Zadno, Ph.D.
PROCEPT LastNameReza     Zadno, Ph.D.
           BioRobotics Corporation
July       NamePROCEPT BioRobotics Corporation
     23, 2021
July 23,
Page  3 2021 Page 3
FirstName LastName
Summary Risk Factors, page 6

8.       Please disclose as a principal risk factor the risk of substantial
dilution as discussed on
         page 65. Also when discussing the risk of dilution in the risk factors
section, please
         discuss the affect that the redeemable convertible preferred stock may
have upon
We depend on third-party suppliers..., page 22

9.       We note your risk factor disclosure on page 22 that for certain
critical components and
         raw materials for your products, you rely on single source suppliers
and for which there
         are relatively few alternative sources of supply. Please expand your
disclosure in the
         Business section to discuss your sources, the availability of raw
materials and the names
         of any principal suppliers. See Item 101(h)(4)(v) of Regulation S-K.
Delaware law and provisions in our amended and restated certificate of
incorporation..., page 66

10.      We note your disclosure that the forum selection provision in your
amended certificate of
         incorporate may have the effect of discouraging lawsuits against you
and your directors
         and officers. Please revise this risk factor and your disclosure in
the Business section to
         disclose that there is also a risk that your forum selection provision
may result in increased
         costs for investors to bring a claim.
Components of Our Results of Operations, page 83

11.      We note your disclosure on page 83 that sales of your products outside
the United States
         represented that approximately 66% and 47% of revenue for the years
ended December
         31, 2019 and 2020. You also disclose on page 102 that you are growing
your existing
         presence in the large European markets, including Germany, France,
Italy, Spain and the
         United Kingdom. Please expand your disclosure here to identify the key
foreign markets
         that represented the sales of your products outside of the United
Critical Accounting Policies and Estimates
Common Stock Valuations, page 94

12.      Once you have an estimated offering price or range, please explain to
us how you
         determined the fair value of the common stock underlying your equity
issuances and the
         reasons for any differences between the recent valuations of your
common stock leading
         up to the IPO and the estimated offering price. This information will
help facilitate our
         review of your accounting for equity issuances, including stock
compensation. Please
         discuss with the staff how to submit your response.
 Reza Zadno, Ph.D.
PROCEPT LastNameReza     Zadno, Ph.D.
           BioRobotics Corporation
July       NamePROCEPT BioRobotics Corporation
     23, 2021
July 23,
Page  4 2021 Page 4
FirstName LastName
Business, page 97

13.      We refer to your disclosure on page 98 under the first bullet point
under the heading
            Significant and durable symptom relief    and the surgical
retreatment rates observed in
         your clinical studies. Please balance your disclosure to describe the
surgical retreatment
         rates observed for patients who underwent TURP and other treatments,
as applicable. We
         refer to your disclosure on page 116.
Market Overview, page 102

14.      We note your disclosure on page 105 relating to dissatisfaction among
patients with the
         effectiveness of their BPH medications. We also refer to your
disclosure in the first bullet
         point on page 106 of your belief that the high rates of irreversible
complications are
         largely due to use of heat-based technology to resect prostate tissue.
Please revise to
         clarify the studies and the data that support your conclusions.
Our Clinical Results and Studies, page 111

15.      Please revise to clarify whether each of your core clinical trials
were powered for
         statistical significance and expand your discussion of the statistical
significance and p-
         values with respect to improvements in IPSS and QoL scores, surgical
retreatment rates
         and operative times, as applicable.
16.      Please expand on the significance of peri-operative transfusion rates
and hemostatis
         observed in your core clinical studies, including how the transfusion
rates and hemostatis
         observed compare to TURP and other alternative surgical treatments.
17.      We note your disclosure that you plan to follow patients in the WATER
         clinical studies for a total of five years, with three-year data
already having been collected
         and analyzed. Please clarify your follow-up plans for patients in your
         clinical study beyond the 12-month follow-up.
Intellectual Property, page 123

18.      We note your disclosure on page 123 relating to your patent portfolio
in the U.S. and in
         foreign jurisdictions. Please expand your disclosure to identify for
each material patent
         and patent application, as applicable, the scope and technology of
each such patent or
         patent application, the type of patent protection and expiration
dates. Consider adding
         tabular disclosure in addition to the narrative for ease of use.
 Reza Zadno, Ph.D.
PROCEPT LastNameReza     Zadno, Ph.D.
           BioRobotics Corporation
July       NamePROCEPT BioRobotics Corporation
     23, 2021
July 23,
Page  5 2021 Page 5
FirstName LastName
19.      You disclose on page 62 that you are dependent on intellectual
property licensed from
         third parties, including AquaBeam LLC. To the extent material, please
expand your
         disclosure in this section to disclose any additional third parties
from whom you license
         intellectual property, the scope of and technology related to such
patent rights and the
         material terms of such license agreements. Please also revise your
disclosure here and in
         the risk factor disclosure section to identify AquaBeam LLC as an
entity affiliated with
         your company.
License Agreement with AquaBeam, page 124

20.      Please revise to disclose when the last-to-expire licensed patent and
PROCEPT Patent is
         set to expire under the AquaBeam license agreement. Please also
disclose the upfront fee
         and the aggregate amount of milestone payments to be paid or received,
if any, as well as
         the aggregate amounts paid or received under the license agreement.
Principal Stockholders, page 152

21.      In your revised prospectus, please include in the footnotes to your
table to identify the
         natural persons who are the beneficial owners of the shares held by
Viking Global
         Opportunities Illiquid Investments Sub-Master LP and for the Entitles
Associated with
         Fidelity, as well as the address of each such natural person, as
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-12

22.      We note that you record revenue for both the sale and rental of
equipment and that on
         page F-18 you have $1.2 million of capitalized rental equipment.
Please revise the filing
         to clearly describe the accounting treatment for your rental revenue,
including general or
         material terms of the lease agreements including any minimum purchase
         Tell us how your accounting treatment complies with ASC 842. Tell us
and disclose, if
         material, the amount of rental revenue that is outside the scope of
ASC 606. Refer to ASC

23.      Please provide us with supplemental 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,
         have presented or expect to present to potential investors in reliance
on Section 5(d) of the
         Securities Act, whether or not you retained, or intend to retain,
copies of those
 Reza Zadno, Ph.D.
PROCEPT LastNameReza     Zadno, Ph.D.
           BioRobotics Corporation
July       NamePROCEPT BioRobotics Corporation
     23, 2021
July 23,
Page  6 2021 Page 6
FirstName LastName
       You may contact Christine Torney at 202-551-3652 or Kevin Kuhar at
202-551-3662 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jane Park at 202-551-7439 or Thomas Kluck at 202-551-3233 with any
other questions.


                                                          Division of
Corporation Finance
                                                          Office of Life
cc:      Drew Capurro, Esq.