United States securities and exchange commission logo





                               December 18, 2020

       Erik Engelson
       President and Chief Executive Officer
       Lucira Health, Inc.
       1412 62nd Street
       Emeryville, California 94608

                                                        Re: Lucira Health, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            CIK No. 0001652724
                                                            Submitted November
23, 2020

       Dear Mr. Engelson:

              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
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.

       Draft Registration Statement on Form S-1

       Overview, page 1

   1.                                                   We note that you have
"conducted clinical trials that demonstrate that the molecular
                                                        accuracy of our
COVID-19 test kit is comparable to the Hologic, Inc. Panther Fusion
                                                        SARS-CoV-2 Assay."
Please provide more details on this level of accuracy, including
                                                        your measurements of
accuracy. Also indicate whether the trials were head-to-head. If not,
                                                        please tell us on what
basis you believe it is appropriate to make this comparison, or
                                                        alternatively delete
the comparison.
   2.                                                   We note that "clinical
trials of [your] COVID-19 test kit showed 100% of patients
                                                        successfully performed
self-testing at home in less than two minutes." Please provide
                                                        more details on this
clinical trial, including the study size, where it was performed, and
 Erik Engelson
FirstName LastNameErik   Engelson
Lucira Health, Inc.
Comapany18,
December   NameLucira
               2020    Health, Inc.
December
Page 2    18, 2020 Page 2
FirstName LastName
         your measure for successful performance.
Our Solution, page 3

3.       We note your product pipeline chart on pages 5. Please expand your
disclosure in your
         Prospectus Summary to discuss in more detail the FDA approval process
to which your
         products will be subjected. We note your disclosures on pages 43 and
140. Please also
         more prominently disclose here the information included in the
footnote to your chart (i.e.,
         in the main text of the Summary).
4.       Please revise to disclose the basis for your statement that the limit
of detection of your
         COVID-19 test kit is 40 to 60 times more sensitive than that of
antigen tests.
Influenza Market, page 6

5.       Please discuss here whether there are other FDA approved
over-the-counter testing
         products. Please also discuss if you have any known current of
possible competitors.
Summary of Risk Factors , page 8

6.       Please add a bullet point highlighting the risk discussed on pages
25-26 regarding your
         prior clinical trials related to the influenza indication, and the
possibility that the FDA
         may weigh the results of the trials and the issues raised in its
January 2020 additional
         information letter more heavily than anticipated, potentially
hindering future FDA
         approval of your influenza test kit or your combination COVID-19 and
influenza test kit.
7.       Consider adding a summary risk factor that discusses your license from
Eiken and its
         significance. We note your disclosure on page 30 in this regard.
8.       We note that on page 17 that you state "that the production and widely
administered use of
         an efficacious vaccine or other treatment for COVID-19 may reduce the
demand for
         diagnostic tests and, as a result, the COVID-19 diagnostic testing
market may not develop
         or substantially grow" and that "[if] the market develops in a manner
that does not
         facilitate demand for our COVID-19 test kit, or fails to develop or
grow in the manner in
         which we expect or at all, our business, financial condition, results
of operations and cash
         flows may be negatively affected." Please include similar disclosures
in your Summary
         Risk Factors.
We may be unable to obtain and maintain adequate levels of coverage and
reimbursement from
third-party payors for our test kits, page 28

9.       Please state explicitly whether your COVID-19 test kit currently
qualifies for coverage
         and reimbursement from third-party payors. Please also revise your
Prospectus Summary
         to include this information as necessary.
We depend on intellectual property licensed from Eiken Chemical Co., Ltd., or
Eiken, page 30

10.      We note that you are dependent on patents licensed from Eiken and that
some of these
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FirstName LastNameErik   Engelson
Lucira Health, Inc.
Comapany18,
December   NameLucira
               2020    Health, Inc.
December
Page 3    18, 2020 Page 3
FirstName LastName
         patent licenses are non-exclusive. Please expand your risk factor to
discuss whether any
         of these non-exclusive licenses could allow a competitor to develop a
similar product and
         whether, to your knowledge, Eiken has granted any such licenses to
other parties.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies and Significant Management Estimates
Determination of Fair Value of Common Stock, page 104

11.      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 and
         beneficial conversion features. Please discuss with the staff how to
submit your response.

Clinical Performance and Data, page 127

12.      Please provide a narrative to your chart that discusses what
information it is presenting
         and why it is significant.
License Agreement with Eiken Chemical Co., Ltd., or Eiken , page 140

13.      Please disclose the payment terms of your of your license agreement
with Eiken,
         including the royalty percentage (or a range not greater than ten
percentage points),
         amounts paid to date, and payment(s) due in the future. Please also
clarify the termination
         date by disclosing the expiration date of the last-to-expire patent
underlying the license.
Employees, page 152

14.      With reference to Release No. 33-10825, please revise your disclosure
to reflect the
         amendments to Item 101 of Regulation S-K, which became effective as of
November 9,
         2020, including Item 101(c)(2)(ii).

Exhibits

15.      We note that your disclosures on pages 73 and 185 you state that your
exclusive forum
         provisions do not apply to Exchange Act claims and that the federal
district courts of the
         United States will be the exclusive forum for Securities Act claims.
Please ensure that
         your certificate of incorporation and bylaws are consistent with your
disclosures with
         respect to your exclusive forum provisions.
General

16.      A number of entities recently announced their FDA approval or plans to
seek FDA
         approval of COVID-19 vaccines. Please update your registration
statement throughout to
 Erik Engelson
Lucira Health, Inc.
December 18, 2020
Page 4
         discuss these specific recent developments, and how they are affecting
your strategies and
         the potential market for your products.
17.      Please supplementally provide us with 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,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
       You may contact Eric Atallah at (202) 551-3663 or Angela Connell at
(202) 551-3426 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Courtney Lindsay at (202) 551-7237 or Mary Beth Breslin at (202)
551-3625 with any
other questions.



FirstName LastNameErik Engelson                                Sincerely,
Comapany NameLucira Health, Inc.
                                                               Division of
Corporation Finance
December 18, 2020 Page 4                                       Office of Life
Sciences
FirstName LastName