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 Brainsway Ltd.

 16 Hartum Street, RAD Tower, 14 th Floor

 Har HaHotzvim

 Jersusalem, 9777516, Israel

 April 28, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance
Office of Industrial Applications and Services
Washington, D.C. 20549

 Attention: Nicholas O'Leary

 Re: Brainsway Ltd.

 Registration Statement on Form F-3

 Filed on April 22, 2025

 File No. 333-286672 (the " Registration Statement ")

 Request for Acceleration

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the Rules and Regulations of the
Securities and Exchange Commission (the " Commission ") under the Securities Act of 1933, as amended, Brainsway
Ltd. hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective at
4:00 p.m., Eastern Time, on April 30, 2025, or as soon thereafter as practicable.

 Should any member of the staff of the Commission have any
questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: Jayun Koo, Esq. at (212)
835-4823.

 Very truly yours,

 BRAINSWAY LTD.

 By:
 /s/ Hadar Levy

 Hadar Levy

 Chief Executive Officer

 cc: Rick A. Werner, Esq., Haynes and Boone, LLP

 Jayun Koo, Esq., Haynes and Boone, LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 25, 2025

Hadar Levy
Chief Executive Officer
Brainsway Ltd.
16 Hartum Street
RAD Tower, 14th Floor
Har HaHotzvim
Jerusalem, 9777516, Israel

 Re: Brainsway Ltd.
 Registration Statement on Form F-3
 Filed April 22, 2025
 File No. 333-286672
Dear Hadar Levy:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Nicholas O'Leary at 202-551-4451 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Jayun Koo, Esq.
</TEXT>
</DOCUMENT>

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Brainsway Ltd.

16 Hartum Street RAD Tower, 14th Floor

Har HaHotzvim

Jerusalem, 9777516,
Israel

August 5, 2024

By EDGAR

United States Securities and Exchange Commission Division
of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

RE:	        Brainsway Ltd.

Registration Statement on Form F-3 Filed July 22, 2024

File No. 333-280934

Ladies and Gentlemen:

Pursuant to Rules
460 and 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended, Brainsway Ltd. (the “Company”) hereby requests acceleration of the effective date of the above-mentioned
Registration Statement on Form F-3 to 4:00 p.m., Eastern Time on August 7, 2024, or as soon thereafter as practicable.

Should any member
of the staff of the U.S. Securities and Exchange Commission have any questions or comments with respect to this request, please contact
our counsel, Goldfarb Gross Seligman & Co., attention: Oded Bejarano at (972) 3-6074547.

  Very truly yours,

  Brainsway Ltd.

  By:
  /s/ Ido Marom

  Ido Marom

  Chief Financial Officer

July 30, 2024
Hadar Levy
Chief Executive Officer
Brainsway Ltd.
16 Hartum Street
RAD Tower, 14th Floor
Har HaHotzvim
Jerusalem, 9777516, Israel
Re:Brainsway Ltd.
Registration Statement on Form F-3
Filed July 22, 2024
File No. 333-280934
Dear Hadar Levy:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Nicholas O'Leary at 202-551-4451 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Alok Choksi, Esq.

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Brainsway Ltd.

19 Hartum Street

Bynet Building, 3rd Floor

Har HaHotzvim

Jerusalem, 9777518, Israel

October 6, 2021

By EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

    RE:
    Brainsway Ltd.

    Registration Statement on Form F-3

    Filed September 17, 2021

    File No. 333-259610

Ladies and Gentlemen:

Pursuant to Rules 460 and 461
of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act
of 1933, as amended, Brainsway Ltd. (the “Company”) hereby requests acceleration of the effective date of the above-mentioned
Registration Statement on Form F-3 to 4:00 p.m., Eastern Time on October 8, 2021, or as soon thereafter as practicable.

Should any member of the staff
of the U.S. Securities and Exchange Commission have any questions or comments with respect to this request, please contact our counsel,
Gross & Co., attention: Oded Bejarano at (972) 3-6074547.

    Very truly yours,

    Brainsway Ltd.

    By:
    /s/ Scott Areglado

    Scott Areglado

    Senior Vice President and Chief Financial Officer

United States securities and exchange commission logo
October 4, 2021
Scott Areglado
Chief Financial Officer
Brainsway Ltd.
19 Hartum Street
Bynet Building, 3rd Floor
Har HaHotzvim
Jerusalem, 9777518, Israel
Re:Brainsway Ltd.
Registration Statement on Form F-3
Filed September 17, 2021
File No. 333-259610
Dear Mr. Areglado:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Michael Davis at 202-551-4385 or Jeffrey Gabor at 202-551-2544 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Oded Bejarano

United States securities and exchange commission logo
June 23, 2021
Scott Areglado
SVP and Chief Financial Officer
Brainsway Ltd.
19 Hartum Street
Bynet Building, 3rd Floor
Har HaHotzvim
Jerusalem, 9777518, Israel
Re:Brainsway Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2020
Filed April 19, 2021
File No. 001-35165
Dear Mr. Areglado:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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June 17, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Li Xiao

Daniel Gordon

 Re: Brainsway Ltd.

Form 20-F for the Fiscal Year Ended December 31, 2020

Filed April 19, 2021

File No. 001-35165

Ladies and Gentlemen:

We are writing to respond
to the comments set forth in the comment letter of the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”), dated June 7, 2021 (the “Comment Letter”), relating to the Form 20-F of Brainsway
Ltd. (the “Company”) for the fiscal year ended December 31, 2020 (File No. 001-35165), filed with the Commission on
April 19, 2021 (the “Annual Report”). In connection with this response to the Comment Letter, the Company is contemporaneously
filing an Amendment No. 1 to the Annual Report (“Amendment No. 1”).

The following are the Company’s
responses to the Comment Letter. For your convenience, the Staff’s comments contained in the Comment Letter have been restated below
in their entirety in bold type, with the Company’s corresponding responses set forth immediately under such comments, including,
where applicable, a cross-reference to the location of changes made in Amendment No.1 in response to the Staff’s comment. All page
references in the responses set forth below refer to page numbers in Amendment No. 1.

Form 20-F for the Fiscal Year Ended December 31, 2020

Item 15. Controls and Procedures

Management's Annual Report on Internal Control over Financial Reporting,
page 128

 1. Here you state that this annual report does not include a report of management’s assessment regarding
internal control over financial reporting due to the transition period established by rules of the SEC for newly public companies. However,
we note that you have been required to file and have filed an annual report on Form 20-F for the year ended December 31, 2019 pursuant
to section 13(a) or 15(d) of the Exchange Act. Please tell us how you have considered Instruction 1 to Item 15 on Form 20-F or Instruction
1 to Item 308 of Regulation S-K in determining that you were
not required to provide management’s report on internal control over financial reporting in your Form 20-F for the year ended December
31, 2020.

U.S. Securities and Exchange Commission

June 17, 2021

Page 2

Response:

The Company acknowledges
the Staff’s comment and respectfully advises the Staff that (i) management’s assessment on internal control over financial
reporting for the fiscal year ended December 31, 2020, was concluded as of the date of the Annual Report, and (ii) the Company unintentionally
omitted the disclosure under Item 15. The Company has updated the disclosure under Item 15 on page 5
in Amendment No. 1 to reflect management’s report on internal control over financial reporting.

Consolidated Financial Statements

Note 15. Taxes on Income, page F-35

 2. You state here that you reported a current tax expense in respect of income of Brainsway USA Inc. Considering
your expected future revenues and income in the U.S., please consider providing additional disclosures in future filings, for example,
major components of tax expenses (income), rate reconciliations, and components of your deferred tax assets and liabilities, in accordance
with the IAS 12.

Response:

In the Company's 20-F, filed April 19, 2021, the Company
disclosed the following qualitative attributes:

 o The Company disclosed the main difference between statutory corporate tax to effective tax rate in Note 15a2 (last paragraph).

 o The Company disclosed in Note 15(e) that it was not probable that taxable income will be derived in the next years, hence, no deferred
tax assets were recorded (and deferred tax income) with respect to its carryforward losses.

The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it will consider also providing the quantitative disclosures in future
filings with the Commission in accordance with IAS 12 and IFRIC 23.

* * * * *

Please direct any questions or
comments concerning this response to the undersigned at 617-771-2287.

Very truly yours,

Scott Areglado

  cc:
  Rick A. Werner, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
June 7, 2021
Scott Areglado
SVP and Chief Financial Officer
Brainsway Ltd.
19 Hartum Street
Bynet Building, 3rd Floor
Har HaHotzvim
Jerusalem, 9777518, Israel
Re:Brainsway Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2020
Filed April 19, 2021
File No. 001-35165
Dear Mr. Areglado:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2020
Item 15. Controls and Procedures
Management's Annual Report on Internal Control over Financial Reporting , page 128
1.Here you state that this annual report does not include a report of management’s
assessment regarding internal control over financial reporting due to the transition period
established by rules of the SEC for newly public companies.  However, we note that you
have been required to file and have filed an annual report on Form 20-F for the year ended
December 31, 2019 pursuant to section 13(a) or 15(d) of the Exchange Act.  Please tell us
how you have considered Instruction 1 to Item 15 on Form 20-F or Instruction 1 to Item
308 of Regulation S-K in determining that you were not required to provide
management’s report on internal control over financial reporting in your Form 20-F for
the year ended December 31, 2020.

 FirstName LastNameScott  Areglado
 Comapany NameBrainsway Ltd.
 June 7, 2021 Page 2
 FirstName LastName
Scott  Areglado
Brainsway Ltd.
June 7, 2021
Page 2
Consolidated Financial Statements
Note 15. Taxes on Income, page F-35
2.You state here that you reported a current tax expense in respect of income of Brainsway
USA Inc.  Considering your expected future revenues and income in the U.S., please
consider providing additional disclosures in future filings, for example, major components
of tax expenses (income), rate reconciliations, and components of your deferred tax assets
and liabilities, in accordance with the IAS 12.
            In closing, 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.
            You may contact Li Xiao at (202) 551-4391 or Daniel Gordon at (202) 551-3486 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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Brainsway
Ltd.

19 Hartum Street

Bynet Building, 3rd Floor

Har HaHotzvim

Jerusalem, 9777518, Israel

October
14, 2020

By
EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington,
D.C. 20549

    RE:
    Brainsway
    Ltd.

    Registration
    Statement on Form F-3

    Filed
    September 4, 2020

    File
    No. 333-248601

Ladies
and Gentlemen:

Pursuant
to Rules 460 and 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended, Brainsway Ltd. (the “Company”) hereby requests acceleration of
the effective date of the above-mentioned Registration Statement on Form F-3 to 4:00 p.m., Eastern Time on October 16, 2020, or
as soon thereafter as practicable.

Should
any member of the staff of the U.S. Securities and Exchange Commission have any questions or comments with respect to this request,
please contact our counsel, Gross, Kleinhendler, Hodak, Halevy, Greenberg, Shenhav & Co., attention: Oded Bejarano at (972)
3-6074479.

    Very
    truly yours,

    Brainsway
    Ltd.

    By:
    /s/
    Christopher R. von Jako

    Christopher
    R. von Jako

    President
    and Chief Executive Officer

United States securities and exchange commission logo
September 11, 2020
Judy Huber
Chief Financial Officer
Brainsway Ltd.
Bynet Building, 3rd Floor
Har HaHotzvim
Jerusalem, 9777518, Israel
Re:Brainsway Ltd.
Registration Statement F-3
Filed September 4, 2020
File No. 333-248601
Dear Ms. Huber:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Courtney Lindsay at (202) 551-7237 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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CANTOR FITZGERALD & CO.

499 Park Avenue

New York, New York 10022

April 12, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Tim Buchmiller

Re:                  Brainsway Ltd.

Registration Statement on Form F-1, as amended

File No. 333-229233

Dear Mr. Buchmiller:

In accordance with the above-referenced Registration Statement, and pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as the representative of the several underwriters (the “Representative”), hereby joins in the request of Brainsway Ltd. (the “Registrant”) that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on Tuesday, April 16, 2019, or as soon thereafter as practicable, or at such later time as Registrant’s counsel may request via telephone call to the staff.

Pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies of the preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as the representative of the several underwriters, represents that the several underwriters have and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

Very truly yours,

CANTOR FITZGERALD &   CO.

As representative of   the several underwriters

By:

/s/ Bala Murty

Name: Bala Murty

Title:   Chief Operating Officer, Investment   Banking

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19 Hartum Street

VIA EDGAR AND E-MAIL

Bynet Building, 3rd Floor

Har HaHotzvim

Jerusalem, 9777518

Israel

April 12, 2019

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Mr. Tim Buchmiller

Re:

Brainsway Ltd.

Registration Statement on Form F-1

File No. 333-229233

Acceleration Request

Requested Date:     Tuesday, April 16, 2019

Requested Time:    4:00 P.M. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form F-1 to become effective on April 16, 2019, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable, or at such later time as its counsel may orally request via telephone call to the staff. The Registrant hereby authorizes Christopher R. Bornhorst of Torys LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Christopher R. Bornhorst of Torys LLP at + 1 212 880 6047. Thank you for your assistance with this matter.

Sincerely,

BRAINSWAY LTD.

By:

/s/ Yaacov Michlin

Yaacov Michlin

Chief Executive Officer

cc:

Hadar Levy, Brainsway Ltd.

Menachem Klein, Brainsway Ltd.

Cheryl   Reicin, Esq., Torys LLP

Christopher R.   Bornhorst, Esq., Torys LLP

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Torys LLP
   1114 Avenue of the Americas, 23rd Floor
   New York, New York  10036.7703 USA
   Telephone:212.880.6000
   Facsimile: 212.682.0200

www.torys.com

March 26, 2019

VIA EDGAR AND E-MAIL

Mr. Tim Buchmiller
 Senior Attorney
 Division of Corporation Finance
 Office of Electronics and Machinery
 Securities and Exchange Commission
 100 F Street, N.E.
 Mail Stop 4631
 Washington, DC  20549

Re:                             Brainsway Ltd.
 Registration Statement on Form F-1
 Filed January 14, 2019

Registration No. 333-229233

Dear Mr. Buchmiller:

On behalf of our client, Brainsway Ltd. (the “Company”), we are responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in its letter of January 30, 2019 (the “Comment Letter”) with respect to the Company’s registration statement on Form F-1 filed on January 14, 2019 (the “Registration Statement”).

On the date hereof, the Company is filing an amended Registration Statement (the “Amended Registration Statement”) incorporating the revisions described herein and including other changes intended to update, clarify and render more complete the information contained therein. For the convenience of the Staff and to facilitate the Staff’s review of the Amended Registration Statement, the Company is supplementally providing with this letter a marked copy of the Amended Registration Statement against the Registration Statement as filed on January 14, 2019.

To facilitate the Staff’s review, we have included in this letter the captions and numbered comments from the Comment Letter and have provided the Company’s responses immediately following each numbered comment. Unless otherwise noted, page references in our responses correspond to the pages in the Amended Registration Statement. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Amended Registration Statement.

Form F-1 filed January 14, 2019

Preliminary Results for Fourth Quarter of 2018, page 6

1.              Please tell us why you believe it is appropriate to present only revenue from your fourth quarter operating results without also presenting appropriate measures of net income (loss). See Regulation S-K Item 10(b)(2).

Response:

The Company respectfully advises the Staff that the Amended Registration Statement now includes the Company’s audited financial statements for the year ended December 31, 2018.  Accordingly, the section captioned “Preliminary Results for Fourth Quarter of 2018” has been removed from the Amended Registration Statement.

Use of Proceeds, page 64

2.              As requested by prior comment 6, for indebtedness incurred within the past year, disclose the uses to which the proceeds of such indebtedness were put.

Response:

The Company respectfully advises the Staff that the indebtedness referred to in “Use of Proceeds” is the Company’s borrowings under its credit facility with the Mizrahi Tefahot Bank, which as described on page 77, was incurred on October 8, 2017, and accordingly, no such disclosure regarding the use of proceeds of such indebtedness is required as it was incurred more than one year ago.  The Company has revised its disclosure on page 62 in order to clarify that this indebtedness refers to borrowings under the Mizrahi Tefahot Bank credit facility.

Compensation of Senior Management and Directors, page 125

3.              Please update your senior management and director compensation disclosure to include the registrant´s last completed fiscal year.

Response:

The Company has revised its disclosure on pages 122 to 123 in response to the Staff’s comment.

Other Activities and Relationships, page 178

4.              We continue to note your disclosure that the underwriters and certain of their affiliates may have performed various investment banking and financial advisory services for you and your affiliates. As requested by prior comment 14, please clarify which underwriters and affiliates you are referring to and the nature and terms of such relationships.

2

Response:

The Company respectfully advises the Staff that at the time of the filing of the Registration Statement to which this comment relates, there were no such relationships and the disclosure was intended to convey that such relationships may exist in the future. The Company has revised its disclosure on page 176 to remove the general statement regarding possible past relationships, as no such relationships have existed. We note that the Company has also revised its disclosure on page 173 to describe an advisory agreement that it intends to enter into with one of the underwriters.

We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact me at (212) 880-6047 with any questions or comments regarding this filing or if you wish to discuss the above.

3

Yours truly,

/s/ Christopher R.   Bornhorst

Christopher R.   Bornhorst, Esq.

Enclosures

cc:                         Geoff Kruczek, Special Counsel
 Michael Fay
 Brian Cascio
 (Securities and Exchange Commission)

Yaacov Michlin

Hadar Levy

Menachem Klein

(Brainsway Ltd.)

Cheryl Reicin, Esq.

(Torys LLP)

Gene Kleinhendler

Perry Wildes

(Gross, Kleinhendler, Hodak, Halevy, Greenberg, Shenhav & Co.)

John T. Rudy, Esq.

(Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C.)

January 30, 2019
Yaacov Michlin
Chief Executive Officer
Brainsway Ltd.
19 Hartum Street
Bynet Building, 3rd Floor
Har HaHotzvim
Jerusalem, 9777518, Israel
Re:Brainsway Ltd.
Registration Statement on Form F-1
Filed November 16, 2018
File No. 333-229233
Dear Mr. Michlin:
            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 appropriate, 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.
Form F-1 filed January 14, 2019
Preliminary Results for Fourth Quarter of 2018, page 6
1.Please tell us why you believe it is appropriate to present only revenue from your fourth
quarter operating results without also presenting appropriate measures of net income
(loss).  See Regulation S-K Item 10(b)(2).
Use of Proceeds, page 64
2.As requested by prior comment 6, for indebtedness incurred within the past year, disclose
the uses to which the proceeds of such indebtedness were put.

 FirstName LastNameYaacov Michlin
 Comapany NameBrainsway Ltd.
 January 30, 2019 Page 2
 FirstName LastName
Yaacov Michlin
Brainsway Ltd.
January 30, 2019
Page 2
Compensation of Senior Management and Directors, page 125
3.Please update your senior management and director compensation disclosure to include
the registrant´s last completed fiscal year.
Other Activities and Relationships, page 178
4.We continue to note your disclosure that the underwriters and certain of their
affiliates may have performed various investment banking and financial advisory services
for you and your affiliates.  As requested by prior comment 14, please clarify which
underwriters and affiliates you are referring to and the nature and terms of such
relationships.
            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.
            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.

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.