SecProbe.io

December 12, 2018
Yaacov Michlin
Chief Executive Officer
Brainsway Ltd.
19 Hartum Street
Bynet Building, 3rd Floor
Har HaHotzvim
Jerusalem, 9777518, Israel
Re:Brainsway Ltd.
Draft Registration Statement on Form F-1
Submitted November 16, 2018
CIK No. 0001505065
Dear Mr. Michlin:
            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.
Form F-1 filed November 16, 2018
Overview, page 1
1.We note your disclosure on page 17 that Medicare coverage for Deep TMS as a treatment
for MDD generally requires four failures of anti-depressant medications and private
insurance coverage for Deep TMS generally requires three to four failures of anti-
depressant medications.  Please include disclosure of the current coverage conditions in
your prospectus summary.  Also, if true, disclose that there is currently no coverage for
Deep TMS as a treatment for OCD.
2.Please revise to describe the "discomfort and noise of TMS," as referenced on page 20.

 FirstName LastNameYaacov Michlin
 Comapany NameBrainsway Ltd.
 December 12, 2018 Page 2
 FirstName LastNameYaacov Michlin
Brainsway Ltd.
December 12, 2018
Page 2
Implications of Being an Emerging Growth Company and a Foreign Private Issuer6, page 6
3.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.
Risk Factors, page 11
4.Given your one-third quorum and simple majority vote requirements, please include
appropriate risk factor disclosure regarding your current concentration of ownership.
Use of Proceeds, page 58
5.Please revise the second bullet point to clarify which specific clinical trials you intend to
fund.  Also clarify the amounts you intend to devote to each trial and whether you
anticipate you will have sufficient funds to complete those trials.
6.Please revise the third bullet point to describe the interest rate and maturity of
indebtedness intended to be repaid and, for indebtedness incurred within the past year, the
uses to which the proceeds of such indebtedness were put.
Dilution, page 61
7.Please disclose the "other terms" that will be determined at pricing that could impact your
net tangible book value following the offering.
8.Revise the penultimate paragraph of this section to clarify whether you have shown the
dilution that may result from the issuances of shares that could result from the options and
warrants described in clauses (i) and (iv) in the last footnote on page 10.
9.Disclose how the numbers, amounts, percentages and average price per share in the table
on page 62 would change, assuming all outstanding options and warrants were exercised.
Committed Payments, page 68
10.It is not clear what the second row of the table on page 69 is intended to show.  Please
advise or revise your disclosure as appropriate.
Principal Shareholders, page 136
11.Revise to identify the natural persons who have or share beneficial ownership of the
securities held by the entities listed in your table on page 137.
Law for the Encouragement of Industry (Taxes), 5729-1969, page 149
12.We note your disclosure that you "may qualify as an Industrial Company and be eligible
for various tax benefits."  Please disclose why you cannot indicate if you are an Industrial

 FirstName LastNameYaacov Michlin
 Comapany NameBrainsway Ltd.
 December 12, 2018 Page 3
 FirstName LastNameYaacov Michlin
Brainsway Ltd.
December 12, 2018
Page 3
Company and qualify for the disclosed tax benefits.  We note in this regard your
disclosure on page F-40 that one of your subsidiaries appears to be an "industrial
company" and will be entitled to various tax benefits.  Ensure that you disclose the
material benefits or consequences if you do not qualify as an industrial company or are not
entitled to the benefits described.
New Tax Benefits under the 2017 Amendment, page 150
13.Update your disclosure for the regulations that were expected to be released before March
31, 2017.  Also revise this section to clarify which benefits apply to you.
Other Activities and Relationships, page 161
14.We note your reference to past relationships with the underwriters and certain of their
affiliates.  Please clarify which underwriters and affiliates you are referring to and the
nature and terms of such relationships.
Stamp Taxes, page 162
15.Disclose whether U.S. investors will be required to pay the stamp taxes and other charges
and quantify such amounts.
Audited Consolidated Financial Statements
Note 7: Trade Receivables, Net, page F-31
16.Please revise to disclose the reason for the significant increase in past due trade
receivables with aging greater than 120 days at December 31, 2017.
Note 9 - Property and Equipment, Net, page F-32
17.Please explain to us how you considered the disclosures required by paragraphs 47 and 56
of IAS 17 related to lessors.
Note 13: Non-Current Liabilities, page F-34
18.Please explain the difference between the liability in respect of research and development
grants in this table and the amount in the table on page F-37.

 FirstName LastNameYaacov Michlin
 Comapany NameBrainsway Ltd.
 December 12, 2018 Page 4
 FirstName LastName
Yaacov Michlin
Brainsway Ltd.
December 12, 2018
Page 4
            You may contact Michael Fay at (202) 551-3812 or Brian Cascio, Accounting Branch
Chief, at (202) 551-3676 if you have questions regarding comments on the financial statements
and related matters.  Please contact Tim Buchmiller at (202) 551-3635 or Geoff Kruczek, Special
Counsel, at (202) 551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Cheryl Reicin, Esq.