November 8, 2018

Joseph Army
Chief Executive Officer
Vapotherm, Inc.
100 Domain Drive
Exeter, NH 03833

       Re: Vapotherm, Inc.
           Amendment No. 1 to Registration Statement on Form S-1
           Filed November 5, 2018
           File No. 333-227897

Dear Mr. Army:

       We have reviewed your 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.

Amendment No. 1 to Form S-1

Capitalization, page 62

1.     Revise your calculation of total stockholders' equity and total
capitalization so that they
       are mathematically accurate.

Dilution, page 64

2.     We note the disclosure that your per share historical and pro forma net
tangible book
       value of your common stock was $4.47 and $0.54 as of September 30, 2108
based
       upon 819,115 and 11,962,686 of your actual and pro forma common shares
outstanding,
 Joseph Army
Vapotherm, Inc.
November 8, 2018
Page 2
      respectively. Please provide us your calculations of the historical and
pro forma net
      tangible book value per share.

Consolidated Financial Statements
Consolidated Balance Sheets, page F-4

3.    We note from Note 15 to the financial statements that holders of your
preferred stock may
      redeem their shares at any time on or after the fifth anniversary of the
original issue date.
      Revise the balance sheet and all other applicable sections of the filing
to present these
      convertible redeemable preferred stock separate from your total
stockholders' equity. See
      Rule 5-02(27) of Regulation S-X.
4.    Revise the total for pro forma September 30, 2018 stockholders' equity so
that it is
      mathematically accurate.
        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.

       You may contact Tara Harkins at 202-551-3639 or Lynn Dicker, Senior
Accountant, at
202-551-3616 if you have questions regarding comments on the financial
statements and related
matters. Please contact Thomas Jones at 202-551-3602 or Amanda Ravitz,
Assistant Director, at
202-551-3412 with any other questions.



                                                            Sincerely,
FirstName LastNameJoseph Army
                                                            Division of
Corporation Finance
Comapany NameVapotherm, Inc.
                                                            Office of
Electronics and Machinery
November 8, 2018 Page 2
cc:       Steven A. Wilcox
FirstName LastName