K&L GATES LLP 1 PARK PLAZA TWELFTH FLOOR IRVINE, CA 92614 T 949.253.0900 F 949.253.0902 klgates.com

October 5, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen,

Axonics Modulation Technologies, Inc., a Delaware corporation (the “Company”), hereby provides the following information in response to the comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its letter to the Company dated September 24, 2018 (the “Comment Letter”). The Company’s responses are preceded by a reproduction of the corresponding Staff comments in italics as set forth in the Comment Letter.

In addition, if the Staff would like hard copies of the Registration Statement on Form S-1 (the “Registration Statement”) as filed with the Commission on the date hereof, marked against the Draft Registration Statement as confidentially submitted to the Commission on August 28, 2018, please so advise and we would be happy to provide such copies. All page number references contained in the Company’s responses below correspond to the page numbers in the Registration Statement.

Draft Registration Statement on Form S-1 submitted August 28, 2018

Overview, page 1

Company Response: The disclosure on page 1 of the Registration Statement states that the global market for sacral neuromodulation (“SNM”) therapy in 2017 was $605 million. The Company respectfully notes that this data is only for SNM therapy and not for all therapies that treat patients with overactive bladder, fecal incontinence and urinary retention. Currently, there is only one approved product for SNM therapy and therefore the historical market data is reflective of the estimated revenue for that product in 2017. Additionally, the growth rate for the SNM market that the Company discloses on page 6 of the Registration Statement is based on historical data.

The Company does not disclose anticipated specific future market size in the Registration Statement. The Company believes that the potential impact of its r-SNM System on the size of the SNM market is a complex analysis with many variables. Although the r-SNM System is expected to have a longer battery life than the current product offering, replacement procedures are estimated to constitute only 25% of the annual SNM procedure volume, which equates to approximately 15% of the revenue for the SNM market. In addition, the Company believes that through patient and physician outreach efforts, more patients in the future could elect to undergo SNM therapy, which would increase the size of the SNM market.

Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 1 and 2 of the Registration Statement accordingly.

Anti-takeover provisions in our certificate of incorporation, page 71

Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 77 of the Registration Statement accordingly.

Use of Proceeds, page 76

Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 81 of the Registration Statement accordingly.

Dilution, page 81

Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 88 and 89 of the Registration Statement accordingly.

Comparison of the Six Months Ended June 30, 2018 and 2017, page 91

Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 99 of the Registration Statement to clarify that, in 2017, the Company sold several of its r-SNM Systems as part of a one-time evaluation agreement (the “Evaluation Agreement”) with a single hospital in Canada, at a discounted price, so that the hospital could evaluate the Company’s r-SNM System. The Company has no continuing or accruing obligations under the Evaluation Agreement and therefore did not generate revenue in 2018 under such agreement.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 91

Company Response: The Company acknowledges the Staff’s comment and advises the Staff that the sale of several of the Company’s r-SNM Systems in 2017 pursuant to the Evaluation Agreement represented a one-time transaction whereby the Company agreed to sell its r-SNM Systems at discounted prices in order for the hospital in Canada to evaluate the Company’s r-SNM System. In 2018, the Company sold only one r-SNM System to a single customer in the United Kingdom. The Company has revised the disclosure on page 99 of the Registration Statement accordingly. The Company further respectfully advises the Staff that the Evaluation Agreement is immaterial to the Company and included only the terms pursuant to which the purchase of the r-SNM Systems was made. As a result, the Company has not revised its disclosure to describe the Evaluation Agreement in further detail.

Liquidity and Capital Resources, page 94

Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 100 of the Registration Statement accordingly.

Indebtedness, page 96

Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 103 of the Registration Statement accordingly.

Contractual Obligations, page 98

Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 104 and 105 of the Registration Statement accordingly.

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ARTISAN-SNM Study, page 128

Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 138-139 of the Registration Statement accordingly. In addition, the Company respectfully advises the Staff that the Company has sufficient funds available to complete any modified or delayed trials and therefore has not modified the Use of Proceeds disclosure.

Intellectual Property, page 134

Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 146 and 147 of the Registration Statement accordingly.

Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 146-147 of the Registration Statement accordingly.

Investors’ Rights Agreement, page 173

Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 186 of the Registration Statement accordingly. The Company respectfully advises the Staff that the Company intends to enter into an amendment to the Fourth Amended and Restated Investors’ Rights Agreement, dated March 29, 2018, by and among the Company and the investors signatory thereto, with the requisite parties thereto (the “Amendment”), prior to the completion of the offering pursuant to which the Registration Statement relates (the “Offering”), to provide for the termination of such obligations in connection with the closing of the Offering. The Company has a reasonable basis to believe the requisite parties will enter into the Amendment.

Share Exchange Agreement, page 174

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Company Response: The Company acknowledges the Staff’s comment and has revised the related statements and disclosures. The Company does not own a majority of the shares of Axonics Europe, S.A.S. (“Axonics Europe”). However, the Company exercises control over and shares a management team with Axonics Europe. Further, the interests held by the other investors in Axonics Europe can be converted at any time into a fixed number of shares of the Company’s preferred stock. Due to this conversion right, the investors’ interests are considered to be protected from any losses of Axonics Europe. Therefore, the Company is considered to be responsible for absorbing the losses of Axonics Europe, and as such, has a variable interest in Axonics Europe. Axonics Europe has no equity at risk and is therefore considered a variable interest entity since it is dependent on the Company to finance its activities. The investors in Axonics Europe have entered into an agreement with the Company acknowledging that their investment is not intended to give them voting control over Axonics Europe and they have agreed to vote as directed by the Company’s board of directors. Therefore, the Company is the primary beneficiary of Axonics Europe and consolidates this entity. Due to the rights of the respective parties under the Fourth Amended and Restated Share Exchange Agreement, dated June 30, 2017, by and among the Company, BioDiscovery 4 FCPR, and Coöperatieve Gilde Healthcare IV U.A. (the “Share Exchange Agreement”), the noncontrolling interest in Axonics Europe is reflected in Mezzanine Equity. The expenses and net loss from Axonics Europe are reported in the consolidated financial results of the Company and the Company absorbs all the losses of this entity. All shares of Axonics Europe subject to the Share Exchange Agreement will automatically exchange and convert into the Company’s common stock upon completion of the Offering.

Company Response: The Company respectfully notes to the Staff that the disclosure on page 187 of the Registration Statements states that the French corporation was established to accommodate a requirement from one of the Company’s investors. However, the Company has added additional disclosure on page 187 to clarify that those proceeds were generally subsequently distributed to the Company.

Principal Stockholders, page 177

Company Response: The Company respectfully advises the Staff that in April 2018, Edmond de Rothschild Investment Partners completed a management buyout and assumed the business name of “Andera Partners”. Exhibit 10.29 filed with the Registration Statement was entered into before such name change took effect.

Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 192 of the Registration Statement accordingly.

General

Company Response: The Company acknowledges the Staff’s comment and has revised the inside front cover page of the Registration Statement to set forth a different phrase altogether.

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If you have any questions or comments concerning these responses, please do not hesitate to call me at (949) 623-3519 or e-mail me at michael.hedge@klgates.com.

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