United States securities and exchange commission logo





                              September 23, 2021

       Albert DaCosta
       Chief Executive Officer
       Paragon 28, Inc.
       14445 Grasslands Drive
       Englewood, CO 80112

                                                        Re: Paragon 28, Inc.
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted September
9, 2021
                                                            CIK No. 0001531978

       Dear Mr. DaCosta:

             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.

       Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
September 9, 2021

       Intellectual Property, page 132

   1.                                                   We note your response
to our prior comment 15. Please clarify the expiration years and
                                                        applicable jurisdiction
for the seven patents licensed from Biedermann. With respect to
                                                        your pending patent
applications pursuant to the Biedermann license agreement, please
                                                        specify the scope and
technology of the patent applications, the type of patent protection,
                                                        jurisdiction and
expected expiration years.
 Albert DaCosta
FirstName
Paragon 28,LastNameAlbert  DaCosta
            Inc.
Comapany 23,
September  NameParagon
               2021      28, Inc.
September
Page 2     23, 2021 Page 2
FirstName LastName
Condensed Consolidated Financial Statements
Notes to Condensed Consolidated Financial Statements
Note 3. Business Combination, page F-37

2.       You disclose that on May 28, 2021 you entered into an asset purchase
agreement
         with Additive Orthopaedics, LLC for the aggregate purchase price of
$15.0 million,
         resulting in approximately $7.8 million in goodwill and $11.6 million
in intangible assets
         under purchase accounting. Please explain to us how you determined the
acquisition met
         the requirements to be treated as a business combination under ASC
805. Provide us with
         your analysis based on the criteria described in ASC 805-10-55-3A
through 55-6 and 805-
         10- 55-8 through 55-9.
       You may contact Ibolya Ignat at 202-551-3636 or Lynn Dicker at
202-551-3616 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jane Park at 202-551-7439 or Laura Crotty at 202-551-7614 with any
other questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Life
Sciences
cc:      Phillip Stoup, Esq.