SecProbe.io

Mail Stop 3030
March 23, 2017

Amir Avniel
Chief Executive Officer
AIT Therapeutics, Inc.
2 Ilan Ramon, Science Park
Ness Ziona, 7403635 Israel

Re: AIT Therapeutics, Inc.
Registration Statement on Form S -1
Filed February 27, 2017
  File No. 333-216287

Dear Mr. Avniel :

We have reviewed your 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 amending your registration 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 appropr iate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Prospectus

1. We note that you have included your financial statements after your outside back cover
page of the prospectus and Part II information.  Please revise to include your financial
statements in the prospectus, as required by Item 11 of Form S -1.

Prospectus Cover

2. There does not appear to be an existing established trading market for your securities.
Accordingly, please revise your disclosure here and throughout your prospectus to
include the fixed price at which the selling shareholders will sell their shar es until such
time as they are quoted on the OTC Bulletin Board, OTCQX, OTCQB or a national
securities exchange, at which time they may be sold at prevailing market prices or in
privately negotiated transactions, if applicable.

Amir Avniel
AIT Therapeutics, Inc.
March 23, 2017
Page 2

 3. It appears that you qualify  as an “emerging growth company” as defined in the Jumpstart
Our Business Startups Act.  If so, please disclose that fact in your filing.

4. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securit ies 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.

Business Overview, page 4

5. Safety and efficacy ar e terms of art used in describi ng FDA clearances and approvals.
Considering your disclosure regarding lack of FDA approval for you products,  please
refrain from describing your products with terms like “safely” and/or your test results as
evaluating “effi cacy.”  Instead, throughout your disclosure, please limit your conclusions
about performance of your  products and results  of studies  to your belief and  the actual
results of your studies.  Similarly, please limit your conclusions regarding the lack of
“efficacy” of treatments using products other than yours, like your disclosure on page 4,
to specifically identify the market need not currently being met that you believe your
product will address if your product is approved by the FDA.

6. If the NTM indication  you are developing is limited only to NTM Abscessus in children
with CF, as indicated by your disclosure on page 13, please revise each disclosure
referring to this indication to clearly define its scope and the limited market opportunity
presented.

Competition, page 5

7. Please clarify the uncertainty that Novoteris “may” be eligible for orphan drug
exclusivity if the FDA approves its product candidate.

The Offering, page 7

8. Please revise to describe in clear, understandable terms the registration de lay payments
referenced here.  Also note your disclosure obligations pursuant to Item 404 of
Regulation S -K.

It is highly likely . . ., page 9

9. Please discuss in this risk factor the impact the going concern opinion issued by your
auditor may have on yo ur ability to raise needed capital.  For example, could it make
accessing capital more difficult or costly?

Amir Avniel
AIT Therapeutics, Inc.
March 23, 2017
Page 3

 We are heavily dependent on the Aeronox system…, page 14

10. Please revise to clarify why you are dependent on the system only for trials “outside  the
United States.”

We will be seeking Fast Track review by the FDA…, page 19

11. Please specify the indications you mention on page 4 for which you will seek Fast Track
review.

If we fail to comply with our obligations . . ., page 32

12. Please disclose the “several milestones” referenced in your disclosure and how the dates
of those milestones compare with your time line on page 68.  In this regard, we note that
Exhibit 10.11 currently omits Exhibit B.  Please file a complete version of Exhibit 10.11.

We will incur significant increased costs as a result…, page 37

13. Please clarify your statement in the last paragraph of this risk factor that “[u]pon
completion of this offering, [y]our securities will be quoted on the OTCQB.”  It is
unclear why you are certain your securities will be quoted on the OTCQB and when this
offering will be “completed.”

Use of Proceeds, page 53

14. Please revise this section  to disclose the amount of proceeds you will obtain in the event
warrant holders exercise their warrants and describe how you plan to use those proceeds.

Capitalization, page 55

15. Please revise the table to present total capitalization equal to the sum of total debt and
stockholders’ deficit.  Also, remove the label “audited” from the header to the table and
add formatting to clarify that cash and cash equivalents are not included i n total
capitalization.

16. As a related matter, please revise the presentation to show the impact of the reverse
merger recapitalization and to show the pro forma impact of the subsequent changes in
capitalization described in Note 14 to your financial sta tements and elsewhere in your
filing.

Amir Avniel
AIT Therapeutics, Inc.
March 23, 2017
Page 4

 Research and Development Expenses, page 56

17. Your disclosure here about your intent to “initiate clinical activity” appears inconsistent
with your disclosures regarding clinical trials you have already conducted outside the
United States.  Please revise or advise.

Comparison of the year ended Dece mber 31, 2016 . . ., page 59

18. Given your disclosures that you have never submitted applications to the FDA and have
conducted clinical trials only outside the United States, please clarify the reference here
to “preparation for FDA regulatory submission.”  Please also clarify the reasons expenses
related to device development efforts decreased over the periods presented, in light of
your disclosure on page 66 that you are in the process of designing an improved version
of the delivery system.

Taxes on In come, page 61

19. To assist readers of your filing, please expand your disclosure to briefly explain the
reference to the cost plus method.

Liquidity and Capital Resources, page 61

20. We note that your cash and cash equivalents significantly decreased in fisca l year 2016
compared to fiscal year 2015.  Please identify and separately describe your internal and
external sources of liquidity, such as the lines of credit mentioned on page F -16 and loans
from related parties discussed on page F -28, and discuss how yo u plan to fund your
operations, including your future clinical trials, development of your delivery system and
short and long -term liabilities.   This also includes the significant  changes in debt and
equity disclosed in Note 14 to your financial statements  and elsewhere in your filing on
your liquidity and capital resources and your ability to continue as a going concern.
Please also file as exhibits the agreements for the lines of credit and related -party loans
mentioned on pages F -16 and F -28.

Business Overview, page 64

21. Please revise to describe clearly and consistently the regulatory status of your product
candidates and product development efforts to date.  As one example, you refer on page
10 to the early development stage of your products and that you have never submitted
marketing applications to the FDA.  However, on page 36, you indicate that you have
received orphan drug designation.

Amir Avniel
AIT Therapeutics, Inc.
March 23, 2017
Page 5

 AITT Technology, page 66

22. Please limit your disclosure to your belief regarding your delivery system’s advantages
over other NO formulation delivery systems given that your delivery system has not been
approved by any regulatory agency.

23. Please revise to clarify the development s tatus of the delivery system for which you
intend to seek FDA approval.  It is unclear from your disclosure what you mean by you
are “in the process of designing an improved version as compared to the model used” in
clinical trials to date.

24. Your disclos ure here refers to your “novel delivery system,” referred to as
NOxSysBSTM , and indicates this system is not yet developed and you have not yet
contracted with a third party to manufacture this system for you.  However, on page 73,
you state that you curre ntly rely on third -party contract manufacturers for the production
of this system.   Additionally, on page 14, you refer to being dependent on “our Aeronox
system,” which is manufactured for you by a third party.  Please revise to clarify the
references to  these systems, your dependence on third parties, and regulatory status of
each system.  Ensure you revisions describe the nature of your arrangements with third
parties who produce the system for you, geographical limitations on use of the systems
they pr oduce for you and file any material agreements as exhibits.

Nitric Oxide and Infection, page 66

25. Please tell us whether you commissioned any of the studies you cite.  See Rule 436 of
Regulation C.

Our Clinical Results to Date, page 69

26. Throughout your  disclosure on pages 69 -72 where you discuss your clinical results,
please revise so that an investor without scientific training can understand the purpose of
the studies and the significance of your findings.  As one example only, it is unclear from
your disclosure why you tested  met hemoglobin levels and the significance and effect of
increased levels of met hemoglobin.  Also clarify the meaning of significant scientific or
technical terms the first time they are used to ensure the reader understands the
disclosure. We note as examples only the terms “2 log reduction” on page 70,  “systemic
inflammation” or “CRP levels” on pages 70 -71 and “LOS>24 hours” on page 71.

Security Ownership of Certain Beneficial Owners and Management, page 84

27. Please revise to  clarify the references in the first paragraph to “Minimum Offering and
Maximum Offering amounts.”  Please  also reconcile the number of shares underlying
warrants included in this table and the table on page 86 for Messrs. Grossman and Lisi

Amir Avniel
AIT Therapeutics, Inc.
March 23, 2017
Page 6

 and the number of shares underlying options held by Ms. Vizman, as disclosed in note 8
and on page 93.

28. Note 11 refers to 12,730 RSUs and 12,730 options, but only 12,730 is included in the
table.  Please revise to clarify why the number in the table is no t 25,460.

Selling Stockholders, page 85

29. We note the disclosure that you calculated beneficial ownership in accordance with the
rules and regulations of the SEC.  Please revise to clarify which of these rules or
regulations led you to determine that Mr.  Bentsur beneficially owned a negative number
of securities after this offering, as disclosed on page 86.

Management, page 88

30. We note that your Web site indicates Professors David Greenberg and Asher Tal are part
of your management team.  Please revise to include the information required by Items
401, 402, 403 and 404 of Regulation S -K to the extent applicable.

Employment or Se rvice Agreements . . ., page 94

31. Please revise to clarify the reference on page 97 to “this Current Report on Form 8 -K.”

Certain Relationships and Related Transactions, page 97

32. We note your disclosure on pages 57 and 60 -62 regarding “loans from related  parties.”
We also note the related -party transactions referenced on pages F -28 and F -29.   Please
provide the information required by Item 404 of Regulation S -K with regard to these
transactions or advise.

Director Independence, page 97

33. Please revise  to clarify how you determined that only Messrs. Avniel and Av -Gay are not
independent, given your disclosure on page 93 listing Mr. Bentsur in the Summary
Compensation Table under the heading “Executive Compensation” and with the title
“Executive Chairman .”

Description of Securities, page 98

34. Please revise this section to provide all information required by Item 202(c) of
Regulation S -K with regard to the warrants issued in the “Israeli Private Placement.”

35. Please revise to discuss Section VII of Exhib it 3.1 and any material risks that provision
presents.

Amir Avniel
AIT Therapeutics, Inc.
March 23, 2017
Page 7

 Item 16. Exhibits, page II -3

36. Please revise the list of exhibits to reflect the changes in the amended Form 8 -K filed on
March 15, 2017.  Please also indicate what exhibits are subject to a pending confidential
treatment request.

Audited Financial Statements as of December 31, 2016 and 2015, page F -1

37. Please revise to retroactively reflect the changes in capitalization arising from the reverse
merger recapitalization on the reissued financial statements included in the Form S -1.
Refer to SAB Topic 4 -C.

Note 14, Subsequent Events, p age F -31

38. We note that subsequent to December 31, 2016 you amended your certification of
incorporation, declared a dividend and repurchased shares.  Tell us why those matters
should not be described in the subsequent events footnote pursuant to ASC 855 -10.

Exhibit 5.1

39. The assumption in (ii) in the second paragraph on page 2 does not appear appropriate.  It
is also unclear why such assumption is necessary given your limitation in the next
paragraph.  Please revise.

We remind you that the company and its  management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Amir Avniel
AIT Therapeutics, Inc.
March 23, 2017
Page 8

 You may contact Andri Carpenter  at (202) 551 -3645 or Gary Todd, Senior Accountant,  at
(202) 551 -3605  if you have questions regarding comments on the financial statements and
related matters.  Please contact Heather Percival  at (202) 551 -3498 or Geoff Kruczek, Special
Counsel,  at (202) 551 -3641 with any other questions.

Sincerely,

 /s/ Geoff Kruczek for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Robert L. Grossman, Esq.
Drew M. Altman, Esq.