SecProbe.io

January 4, 2013

Via E -mail
Oren Fuerst, Ph.D.
Chief Executive Officer
LabStyle Innovations Corp.
40 E. Main Street
Newark, DE 19711

Re: LabStyle Innovations Corp.
 Amendment No. 1 to
Confidential Draft Registration Statement on Form S -1
Submitted December 10, 2012
  CIK No. 0001533998

Dear Dr. Fuerst :

We have reviewed your amended confidential 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 confidential 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 prov ide in response to these  comments  and your
amended confidential draft registration statement or filed registration statement,  we may have
additional comments .

General
1. We note your response to prior comment 2.  Please expand the disclosure in the fifth
paragraph on page 1 to disclose that you expect to launch Dario in the United States by
the third quarter of 2013 as you mentioned in your supplemental response.  Also tell us,
with a view to disclosure, whether in 2012 you filed for regulatory approval in  the United
States with the FDA as you mentioned in your response.  If your filing has been delayed,
disclose why the filing has been delayed.
2. We note from disclosure on page 13 that you believe that your relationship with Apple
and Google are important to  your business.  Please revise throughout as necessary to
explain what relationship you must develop, if any, with these entities in order to achieve

Oren Fuerst, Ph.D.
LabStyle Innovations Corp.
January 4, 2013
Page 2

 your desired results and whether you have taken steps to do so.
3. Please revise the disclosure on page 1 and  throughout your document to explain the basis
for your statement that you will apply your technology to address the multi -billion dollar
market.
4. We note your “emerging growth company” Risk Factor disclosures on page 28 of this
document and the disclosures  of your intent to take advantage of certain “emerging
growth company” exemptions.  However, we do not see where you have addressed all the
concerns included in our prior comment 3.  Please revise your prospectus to state your
election under Section 107(b)  of the JOBS Act.   Specifically, please address the
following:

o If you have elected to opt out of the extended transition period for complying
with new or revised accounting standards pursuant to Section 107(b), include
a statement that the election is ir revocable; or
o If you have elected to use the extended transition period for complying with
new or revised accounting standards under Section 102(b)(1), provide a risk
factor explaining that this election allows you to delay the adoption of the new
or revis ed accounting standards that have different effective dates for public
and private companies until those standards apply to private companies.
Please state in your risk factor that, as a result of this election, your financial
statements may not be compar able to companies that comply with public
company effective dates.  Include a similar statement in your critical
accounting policy disclosures.
Prospectus Cover Page
5. Please ensure that your cover page risk factor reference provides the correct page
number.

Our Company, page 1
6. We note your response to prior comment 7.  Please continue to remove marketing
statements from your prospectus.  For example, we note that you now refer in the second
paragraph of this section to a “desirable alternative” and in the p enultimate paragraph on
page 2 to a “stylish look and feel.”
7. Revise your disclosure in the first paragraph on page 3 to explain how you determined
that the patient clinical usability study is the correct study “required for approvals of
Dario in Europe and  the United States.”
8. Revise to describe the terms of your agreement with the commercial sale manufacturer.

Oren Fuerst, Ph.D.
LabStyle Innovations Corp.
January 4, 2013
Page 3

 9. We note your response to prior comment 9; however, we have not yet received the copies
requested in that comment.  Please provide the copies when you  respond to this comment
letter.

Management’s Discussion and Analysis, page 3 3
10. We note your disclosure on page 37 that you will need additional funds for a number of
things, including regulatory approvals and further product development.  Please expand
your discussion here in light of other disclosure on page 36 suggesting that you believe
that you will be able to achieve commercial launch without additional funding.

Government Regulation, page 45
11. We note your response to prior comment 19; however, it doe s not appear that you
expanded this section to  disclose material government regulations applicable to your
business where you intend to sell your products.  Please advise or revise.

Executive Compensation, page 61
12. Please update the compensation disclosur e for the fiscal year ended December 31, 2012.

Selling Stockholders, page 76
13. Please expand the disclosure in this section to identify the selling shareholder who
received shares pursuant to the consulting agreement mentioned in the Calculation of
Registr ation Fee table.  Also, disclose the material terms of the agreement.  In addition,
explain to us why at this time you have registered for resale shares issuable for services
yet to be rendered pursuant to the consulting agreement.
14. Please ensure that the dis closure in the table of the number of shares beneficially owned
by selling stockholders as of the date of the prospectus is consistent with the disclosure in
the table of the number of shares offered by this prospectus.  In this regard, it is unclear
how t he number of shares beneficially owned is less than the number of shares offered.

Index to Financial Statements, page F -1

Consolidated Balance Sheets, page F -3
15. We see your September 30, 2012 balance sheet reflects a “Receivable on account of
shares” of $1,050,074 for 801,733 shares of Common Stock issued in September 2012.
Please tell us and revise the subsequent events note to the financial statements to disclo se
if the referenced receivable has been paid.  If it has not, tell us and revise the notes to the
financial statements to disclose when you expect it to be paid and also tell us why you

Oren Fuerst, Ph.D.
LabStyle Innovations Corp.
January 4, 2013
Page 4

 have presented the amount as an asset in your September 30, 2012 bala nce sheet rather
than a contra -equity account.

If you intend to respond to these comments with an amended draft registration statement ,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s Octobe r 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

You may contact Dennis Hult, Staff Accountant, at (202) 551 -3618  or Jay Webb,
Accounting Reviewer, at (202) 551 -3603 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 -3528 with any other questions.

Sincerely,

 /s/ Amanda Ravitz

Amanda Ravitz
Assistant Director

cc (via e -mail): Lawrence A. Rosenbloom, Esq.