Mail Stop 3030
                                                                 August 1, 2018

     Via E-mail
     Christopher Capelli
     President and Chief Science Officer
     Soliton, Inc.
     5304 Ashbrook Drive
     Houston, Texas 77081

            Re:    Soliton, Inc.
                   Amendment No. 2 to
                   Offering Statement on Form 1-A
                   Filed July 20, 2018
                   File No. 024-10854

     Dear Dr. Capelli:

            We have reviewed your amended offering 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 offering 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 offering statement and the
information you
     provide in response to these comments, we may have additional comments.

     Offering Circular

     1.     Please address in your offering circular the Terms of Use mentioned
in section 3(o) of
            exhibit 6.4. We note for example the class action waiver and the
arbitration,
            indemnification, and jurisdiction provisions in the Terms of Use.
If the Terms of Use
            apply to claims under the federal securities laws or if investors
will be bound by such
            terms due to exhibit 6.4 or another agreement in connection with
your offering, please
            say so clearly in your offering circular. Also address in your
offering circular the
            provisions in exhibit 4 regarding governing law, jurisdiction,
indemnification, and waiver
            of trial by jury. If any of these provisions would apply to claims
under the federal
            securities laws and the rules and regulations thereunder, revise to
affirmatively state (in
            both your offering circular and the appropriate exhibit) that, by
agreeing to these
            provisions, investors will not be deemed to have waived their
rights under the federal
 Christopher Capelli
Soliton, Inc.
August 1, 2018
Page 2

        securities laws and the rules and regulations thereunder. In addition,
address any
        question under applicable law as to the enforceability of any of the
provisions and
        whether these provisions would apply to transferees.

2.      Please tell us whether section 4.3 of exhibit 8.1 applies to claims
under the federal
        securities laws.

3.      We note your disclosure on pages 94 and 95 regarding an alternative to
online
        subscription. If investors who choose such an alternative will not be
subject to the terms
        mentioned in the comments above, please clarify in your offering
circular.

Description of Capital Stock, page 87

4.      Please address in your offering circular the vote required by Article 8
of your Certificate
        of Incorporation. Also, in an appropriate section of your offering
circular, address the
        exclusive forum provision mentioned in Article 11 of your Certificate
of Incorporation.

Underwriting, page 92

5.      From your disclosure here and on the offering statement cover page, it
is unclear whether
        investors' funds will be received into a separate bank account, as
agent or trustee for
        investors (in compliance with Rule 15c2-4(b)(1)), or to a bank escrow
agent (in
        compliance with Rule 15c2-4(b)(2)). If Boustead Securities, FinTech
Clearing, and SI
        Securities LLC are broker-dealers and not banks, please revise to
clarify how they plan to
        comply with Rule 15c2-4(b) for all funds tendered by investors in the
offering prior to the
        contingency being met. Otherwise, please revise to disclose, if true,
that Bryn Mawr or
        Pacific Mercantile Bank will act as escrow agent in compliance with
Rule 15c2-
        4(b)(2). If the broker-dealers intend to hold funds pursuant to Rule
15c2-4(b)(1), please
        use language consistent with the rule. In this regard, please also
clarify whether the
        deposit accounts mentioned in the last paragraph on page 92 are
distinct from the
        Offering Escrow Accounts mentioned on that page, and clarify what you
mean by your
        disclosure that Fintech Clearing will administer the accounts at
Pacific Mercantile Bank
        given your disclosure that the lead underwriter will administer both
Offering Escrow
        Accounts.

6.      In an appropriate section of your offering circular, please address the
lock up mentioned
        in section 4 of exhibit 1.1.

Exhibits

7.      Please tell us which exhibit represents the agreement with the Bryn
Mawr Trust
        Company of Delaware that you mention on page 92, your arrangement with
SeedInvest
        mentioned on page 93, the Purchaser Questionnaire mentioned in exhibit
1.1, and the
        Purchase Agreement mentioned in exhibit 6.5. Also tell us which exhibit
is the Selected
 Christopher Capelli
Soliton, Inc.
August 1, 2018
Page 3

        Dealer Agreement that your disclosure on page 93 indicates is filed as
an exhibit. In this
        regard, please file the attachments missing from exhibit 6.4.

Exhibit 4

8.      Please tell us the authority on which you rely to disclaim the accuracy
and completeness
        of the information in the offering materials in the manner that you do
on page 2 of exhibit
        4. Also tell us whether section 4(j) applies to offers and sales made
in the United States.

9.      Please provide us your analysis of how your offer of "new, substituted
or additional
        securities" in the event of a recapitalization or other transaction
affecting your stock as
        mentioned in section 8(k) is exempt from registration under the
Securities Act.

        You may contact David Burton at (202) 551-3626 or Kevin Kuhar,
Accounting Branch
Chief, at (202) 551-3662 if you have questions regarding comments on the
financial statements
and related matters. Please contact Tom Jones at (202) 551-3602 or me at (202)
551-3617 with
any other questions.

                                                               Sincerely,

                                                               /s/ Russell
Mancuso

                                                               Russell Mancuso
                                                               Branch Chief
                                                               Office of
Electronics and Machinery


cc:     Cavas Pavri