SecProbe.io

<DOCUMENT>
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<TEXT>
 August 5, 2025

Erez Raphael
Chief Executive Officer
DarioHealth Corp.
322 W. 57th St. #33B
New York, NY 10019

 Re: DarioHealth Corp.
 Registration Statement on Form S-3
 Filed July 31, 2025
 File No. 333-289126
Dear Erez Raphael:

 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 Juan Grana at 202-551-6034 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Ron Ben-Bassat, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 DarioHealth Corp.

 322 W. 57th St. #33B

 New York, New York 10019

 August 5, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE:
 DarioHealth Corp. (CIK: 0001533998)

 Registration Statement No. 333-289126 on Form S-3 (the "Registration Statement"), as amended

 Ladies and Gentlemen:

 DarioHealth Corp. (the " Registrant ")
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the " Securities Act "), so that it may become effective on August 7, 2025, at 5:00 p.m., Eastern
Time, or as soon thereafter as is practicable.

 The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities Exchange
Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

 Very truly yours,

 DARIOHEALTH CORP.

 By:
 /s/ Chen Franco Yehuda

 Chen Franco Yehuda, Chief Financial
 Officer

CORRESP
 1
 filename1.htm

 DarioHealth Corp.

 322 W. 57th St. #33B

 New York, New York 10019

 June 4, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE:
 DarioHealth Corp. (CIK: 0001533998)

 Registration Statement No. 333-287615 on Form S-3 (the "Registration Statement"), as amended

 Ladies and Gentlemen:

 DarioHealth Corp. (the " Registrant ")
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the " Securities Act "), so that it may become effective on June 5, 2025, at 4:30 p.m., Eastern
Time, or as soon thereafter as is practicable.

 The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities Exchange
Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

 Very truly yours,

 DARIOHEALTH CORP.

 By
 /s/ Chen Franco Yehuda

 Chen Franco Yehuda, Chief Financial Officer

<DOCUMENT>
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<TEXT>
 June 2, 2025

Erez Raphael
Chief Executive Officer
DarioHealth Corp.
322 W. 57th St. #33B
New York, NY 10019

 Re: DarioHealth Corp.
 Registration Statement on Form S-3
 Filed May 28, 2025
 File No. 333-287615
Dear Erez Raphael:

 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 Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Ron Ben-Bassat, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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DarioHealth Corp.

322 W. 57th St. #33B

New York, New York

May 6, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    DarioHealth Corp. (CIK: 0001533998)

    Registration Statement No. 333-278865 on Form S-3 (the “Registration Statement”), as amended

Ladies and Gentlemen:

DarioHealth Corp. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on May 8, 2024, at 4:30 p.m., Eastern
Time, or as soon thereafter as is practicable.

The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities Exchange
Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

    Very truly yours,

    DARIOHEALTH CORP.

    By:
    /s/ Zvi Ben-David

    Zvi Ben David, Chief Financial Officer

United States securities and exchange commission logo
April 30, 2024
Erez Raphael
Chief Executive Officer
DarioHealth Corp.
322 W. 57th St. #33B
New York, NY 10019
Re:DarioHealth Corp.
Registration Statement on Form S-3
Filed April 22, 2024
File No. 333-278865
Dear Erez Raphael:
            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 Juan Grana at 202-551-6034 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ron Ben-Bassat, Esq.

CORRESP
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DarioHealth Corp.

18 W. 18th St, 5th Floor

New York, New York 10011

July 12, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    DarioHealth Corp. (CIK: 0001533998)

    Registration Statement No. 333-273019 on Form S-3 (the “Registration Statement”), as amended

Ladies and Gentlemen:

DarioHealth Corp. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on July 13, 2023, at 4:00 p.m., Eastern
Time, or as soon thereafter as is practicable.

The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities Exchange
Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

    Very truly yours,

    DARIOHEALTH CORP.

    By:
    /s/ Zvi Ben David

    Zvi Ben David, Chief Financial Officer

United States securities and exchange commission logo
July 6, 2023
Erez Raphael
Chief Executive Officer
DarioHealth Corp.
18 W. 18th St.
New York, New York
Re:DarioHealth Corp.
Registration Statement on Form S-3
Filed June 29, 2023
File No. 333-273019
Dear Erez Raphael:
            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 Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ron Ben-Bassat, Esq.

CORRESP
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DarioHealth Corp.

18 W. 18th St, 5th Floor

New York, New York 10011

January 9, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    DarioHealth Corp. (CIK: 0001533998)

    Registration Statement No. 333-269092 on Form S-3 (the “Registration Statement”)

Ladies and Gentlemen:

DarioHealth Corp. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on January 12, 2023, at 4:00 p.m.,
Eastern Time, or as soon thereafter as is practicable.

The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities Exchange
Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

 Very truly yours,

  DARIOHEALTH CORP.

  By: /s/ Zvi Ben David

    Zvi Ben David, Chief Financial Officer

United States securities and exchange commission logo
January 6, 2023
Erez Raphael
Chief Executive Officer
DarioHealth Corp.
18 W. 18th St, 5th Floor
New York, New York 10011
Re:DarioHealth Corp.
Registration Statement on Form S-3
Filed December 30, 2022
File No. 333-269092
Dear Erez Raphael:
            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 Jordan Nimitz at 202-551-5831 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ron Ben-Bassat, Esq.

CORRESP
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DarioHealth Corp.

18 W. 18th St, 5th Floor

New York, New York 10011

July 11, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    DarioHealth Corp. (CIK: 0001533998)

    Registration Statement No. 333-265992 on Form S-3 (the “Registration Statement”)

Ladies and Gentlemen:

DarioHealth Corp. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on July 12, 2022, at 4:00 p.m., Eastern
Time, or as soon thereafter as is practicable.

The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities Exchange
Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

    Very truly yours,

    DARIOHEALTH CORP.

    By:
    /s/ Zvi Ben David

    Zvi Ben David, Chief Financial Officer

United States securities and exchange commission logo
July 8, 2022
Zvi Ben-David
Chief Financial Officer
DarioHealth Corp.
18 W 18th St, 5th Floor
New York, NY 10011
Re:DarioHealth Corp.
Registration Statement on Form S-3
Filed July 1, 2022
File No. 333-265992
Dear Mr. Ben-David:
            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 Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ron Ben-Bassat, Esq.

CORRESP
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DarioHealth Corp.

142 W. 57th St., 8th Floor

New York, New York

November 10, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    DarioHealth Corp. (CIK: 0001533998)

    Registration Statement No. 333-260439 on Form S-3 (the “Registration Statement”)

Ladies and Gentlemen:

DarioHealth Corp. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on November 12, 2021, at 4:00 p.m.,
Eastern Time, or as soon thereafter as is practicable.

The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities Exchange
Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

    Very truly yours,

    DARIOHEALTH CORP.

    By: /s/ Zvi Ben David

    Zvi Ben David, Chief Financial Officer

United States securities and exchange commission logo
October 28, 2021
Erez Raphael
Chief Executive Officer
DarioHealth Corp.
142 W. 57th St., 8th Floor
New York, NY 10019
Re:DarioHealth Corp.
Registration Statement on Form S-3
Filed October 22, 2021
File No. 333-260439
Dear Mr. Raphael:
            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 Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ron Ben-Bassat, Esq.

CORRESP
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DarioHealth Corp.

142 W. 57th St., 8th Floor

New York, New York

    April 7, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    DarioHealth Corp. (CIK: 0001533998)

    Registration Statement No. 333-254968 on Form S-3 (the “Registration Statement”)

Ladies and Gentlemen:

DarioHealth Corp. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on April 9, 2021, at 4:00 p.m., Eastern
Time, or as soon thereafter as is practicable.

The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities Exchange
Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

    Very truly yours,

    DARIOHEALTH CORP.

    By:
    /s/ Zvi Ben David

    Zvi Ben David, Chief Financial Officer

United States securities and exchange commission logo
April 6, 2021
Erez Raphael
Chief Executive Officer
DarioHealth Corp.
142 W. 57th St., 8th Floor
New York, NY
Re:DarioHealth Corp.
Registration Statement on Form S-3
Filed April 1, 2021
File No. 333-254968
Dear Mr. Raphael:
            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 David Gessert at 202-551-2326 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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DarioHealth Corp.

8 HaTokhen Street

Caesarea Industrial Park

3088900, Israel

September 16, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    DarioHealth Corp. (CIK: 0001533998)

    Registration Statement No. 333-248653 on Form S-3 (the “Registration Statement”)

Ladies and Gentlemen:

DarioHealth Corp. (the
 “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may become
effective on September 18, 2020, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration
Statement as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities
Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration
Statement.

    Very truly yours,

    DARIOHEALTH CORP.

    By: /s/ Zvi Ben David

    Zvi Ben David, Chief Financial Officer

United States securities and exchange commission logo
September 15, 2020
Erez Raphael
Chief Executive Officer
DarioHealth Corp.
8 HaTokhen Street
Caesarea Industrial Park
3088900, Israel
Re:DarioHealth Corp.
Registration Statement on Form S-3
Filed September 8, 2020
File No. 333-248653
Dear Mr. Raphael:
            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 Deanna Virginio at 202-551-4530 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ron Ben-Bassat, Esq.

CORRESP
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DarioHealth Corp.

8 HaTokhen Street

Caesarea Industrial Park

3088900, Israel

March 25, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    DarioHealth Corp. (CIK: 0001533998)

    Registration Statement No. 333-237275 on Form S-3 (the “Registration Statement”)

Ladies and Gentlemen:

DarioHealth Corp. (the
 “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may become
effective on March 26, 2020, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration
Statement as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities
Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration
Statement.

    Very truly yours,

    DARIOHEALTH CORP.

    By: /s/ Zvi Ben David

    Zvi Ben David, Chief Financial Officer

March 24, 2020
Erez Raphael
Chief Executive Officer
DarioHealth Corp.
8 HaTokhen Street
Caesarea Industrial Park
3088900, Israel
Re:DarioHealth Corp.
Registration Statement on Form S-3
Filed March 19, 2020
File No. 333-237275
Dear Mr. Raphael:
            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 Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Oded Har-Even, Esq.

CORRESP
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DarioHealth Corp.

8 HaTokhen Street

Caesarea Industrial Park

3088900, Israel

February 6, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    DarioHealth Corp. (CIK: 0001533998)

    Registration Statement No. 333-229259 on Form S-3 (the “Registration Statement”)

Ladies and Gentlemen:

DarioHealth Corp. (the
“Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may become
effective on February 8, 2019, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration
Statement as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities
Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration
Statement.

Very truly yours,

DARIOHEALTH CORP.

By: /s/ Zvi Ben David

Zvi Ben David, Chief Financial Officer

February 5, 2019
Erez Raphael
Chief Executive Officer
DarioHealth Corp.
8 HaTokhen Street
Caesarea Industrial Park
3088900, Israel
Re:DarioHealth Corp.
Registration Statement on Form S-3
Filed January 15, 2019
File No. 333-229259
Dear Mr. Raphael:
            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 Caleb French at 202-551-6947 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Robert V. Condon III, Esq.

November 16, 2018
Zvi Ben David
Chief Financial Officer
DarioHealth Corp.
8 HaTokhen Street
Caesarea Industrial Park 3088900, Israel
Re:DarioHealth Corp.
Registration Statement on Form S-3
Filed November 6, 2018
File No. 333-228201
Dear Mr. Ben David:
            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 Eric Atallah at (202) 551-3663 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Robert V. Condon III

CORRESP
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DarioHealth Corp.

8 HaTokhen Street

Caesarea Industrial Park

3088900, Israel

November 27, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    DarioHealth Corp. (CIK: 0001533998)

    Registration Statement No. 333-228201 on Form S-3 (the “Registration Statement”)

Ladies and Gentlemen:

DarioHealth Corp. (the
“Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may become
effective on November 29, 2018, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration
Statement as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities
Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration
Statement.

    Very truly yours,

    DARIOHEALTH CORP.

    By: /s/ Zvi Ben David

    Zvi Ben David, Chief Financial Officer

Mail Stop 3030
May 1 4, 2018

Via E -mail
Erez Raphael
Chief Executive Officer
DarioHealth Corp.
8 HaTokhen Street
Caesarea Industrial Park
3088900, Israel

Re: DarioHealth Corp.
  Registration Statement on Form S-3
Filed  April 26, 2018
  File No.  333-224458

Dear Mr. Raphael :

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 Caleb French  at (202) 551 -6947  with any questions.

Sincerely,

 /s/ Caleb French for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Robert V. Condon III, Esq.
 Sullivan & Worcester LLP

CORRESP
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DarioHealth Corp.

8 HaTokhen Street

Caesarea Industrial Park

3088900, Israel

May 14, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    DarioHealth Corp. (CIK: 0001533998)

    Registration Statement No. 333-224458 on Form S-3 (the “Registration Statement”)

Ladies and Gentlemen:

DarioHealth Corp. (the
“Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may become
effective on May 16, 2018, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration
Statement as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities
Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration
Statement.

    Very truly yours,

    DARIOHEALTH CORP.

    By: /s/ Zvi Ben David

    Zvi Ben David, Chief Financial Officer

CORRESP
1
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DarioHealth Corp.

9 Halamish Street

Caesarea Industrial Park

3088900, Israel

October 26, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    DarioHealth Corp. (CIK: 0001533998)

    Registration Statement No. 333-221025 on Form S-3 (the “Registration Statement”)

Ladies and Gentlemen:

DarioHealth Corp. (the
“Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may become
effective on October 30, 2017 at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration
Statement as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities
Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration
Statement.

    Very truly yours,

    DARIOHEALTH CORP.

    By: /s/
    Zvi Ben David

    Zvi Ben David, Chief Financial Officer

Mail Stop 3030
October 26, 2017

Via E -mail
Erez Raphael
Chief Executive Officer
DarioHealth Corp.
9 Halamish Street
Caesarea Industrial Park
3088900, Israel

Re: DarioHealth  Corp.
  Registration Statement on Form S-3
Filed  October 19, 2017
  File No.  333-221025

Dear Mr. Raphael :

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 Heather Percival  at (202) 551 -3498  with any questions.

Sincerely,

 /s/ Heather Percival for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Robert V. Condon III, Esq.
 Sullivan & Worcester LLP

CORRESP
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DarioHealth Corp.

9 Halamish Street

Caesarea Industrial Park

3088900, Israel

July 20, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    DarioHealth Corp. (CIK: 0001533998)

    Post-Effective Amendment No. 1 to Registration Statement No. 333-209002 on Form S-1 (the “Registration Statement”)

Ladies and Gentlemen:

DarioHealth Corp. (the
“Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may become
effective on July 21, 2017 at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration
Statement as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities
Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration
Statement.

    Very truly yours,

    DARIOHEALTH CORP.

    By:
    /s/ Zvi Ben David

    Zvi Ben David, Chief Financial Officer

CORRESP
1
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DARIOHEALTH CORP.

9 Halamish Street

Caesarea Industrial Park

3088900, Israel

July 13, 2017

Via EDGAR

Amanda Ravitz, Assistant Director

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

 Re: DarioHealth Corp. (the “Company”)

Post-Effective
Amendment No. 1 to Registration Statement on Form S-1

Filed
May 25, 2017

File
No. 333-209002

Dear Ms. Ravitz:

The purpose of this letter is to respond
to your letter of June 29, 2017 regarding the above-referenced registration statement (the “Registration Statement”).
For your convenience, each comment is repeated in italics below followed by the Company’s response. The Company is concurrently
filing an amendment to the Registration Statement.

Registration Statement

 1. We note your stated intent to file a Post-Effective Amendment “to reflect the reduced number of shares of common stock
underlying warrants that were properly registered,” presumably to remove common shares offered and sold without proper registration
under the Securities Act of 1933. It is unclear, however, how you may decrease the number of shares of common stock offered and/or
sold in the original offering, even if the offers and sales were not properly registered. In this regard, the shares of common
stock underlying the unexercised warrants remain part of an ongoing offering. Please (1) provide a legal analysis of how you are
able to reduce the number of common shares reflected in the disclosure and (2) tell us (a) how warrant holders will exercise the
warrants if you are able to remove some of the underlying shares and (b) what purpose the removal is intended to serve.

Response: The Company acknowledges the comment and upon further
consideration respectfully retracts its stated intent to decrease the number of shares of common stock underlying warrants in the
Registration Statement.

Risk Factors, page 3

 2. Revise your risk factor to quantify the amount of shares of common stock, warrants, and shares of common stock underlying
warrants registered and sold. Also, revise to remove the mitigating language in the fourth sentence of the risk factor. Finally,
given that the common shares underlying unexercised warrants are still subject to an ongoing offer, it is unclear how time bars
would significantly reduce the stated risk. Revise as appropriate.

Response: The Company has revised the risk factor in response
to the comment as follows:

We may be subject to claims for rescission or damages
in connection with certain sales of shares of our securities.

In March 2016, the Securities and Exchange Commission declared
effective a registration statement of which this prospectus is a part that we filed to cover the sale of 1,333,333 shares of common
stock, 1,533,333 warrants to purchase common stock, 1,533,333 shares of common stock underlying such warrants, and underwriters’
warrants to purchase up to 153,333 shares of common stock. Sales of approximately 55,555 shares of common stock, approximately
255,555 shares of common stock underlying warrants and approximately 25,555 shares of common stock underlying underwriters’
warrants may not have been made in accordance with Section 5 of the Securities Act of 1933, as amended. Accordingly, the purchasers
of those securities may have rescission rights or be entitled to damages. The amount of such liability, if any, is uncertain. In
the event that we are required to make payments to investors as a result of these unregistered sales of securities, our liquidity
could be negatively impacted.

*      *      *

We appreciate your comments. Please call
our attorney, Oded Har-Even, (212) 660-5002, or Robert Condon, (212) 660-3049, of Zysman, Aharoni, Gayer and Sullivan & Worcester
LLP, if you have any questions or require additional information.

    Sincerely,

    DarioHealth Corp.

    By:  /s/ Zvi Ben David

    Name: Zvi Ben David

    Title: Chief Financial Officer

Mail Stop 3030
June 29, 2017

Via E -mail
Erez Raphael
Chief Executive Officer
DarioHealth Corp.
9 Halamish Street
Caesarea Industrial Park
3088900, Israel

Re: DarioHealth Corp.
 Post-Effective Amendment to Form  S-1
Response dated June 22, 2017
 File No.  333-209002

Dear Mr. Raphael:

We have reviewed your  June 22, 2017 response to our oral comment  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 no t 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.

Registration Stat ement

1. We note your stated intent to file a Post -Effective Amendment “to reflect the reduced
number of shares of common stock underlying warrants that were properly registered, ”
presumably to remove common shares offered and sold without proper registratio n under
the Securities Act of 1933 .  It is unclear, however, how you may decrease the number of
shares of common stock offered and/or sold in the original offering , even if the offers and
sales were not properly registered.  In this regard, the shares of c ommon stock underlying
the unexercised warrants remain part of an ongoing offering.   Please (1) provide a legal
analysis of how you are able to reduce the number of common shares reflected in the
disclosure and (2) tell us (a) how warrant holders will exer cise the warrants if you are

Erez Raphael
DarioHealth Corp.
June 29, 2017
Page 2

 able to remove some of the underlying shares and (b) what purpose the removal is
intended to serve.

Risk Factors, page 3

2. Revise your risk factor to quantify the amount of shares of common stock, warrants, and
shares of common stock underlying warrants registered and sold.  Also, revise to remove
the mitigating language in the fourth sentence of the risk factor.  Finally, given that the
common shares underlying unexercised warrants are still subject to an ongoing offer, i t is
unclear how time bars would significantly reduce the stated risk.  Revise as appropriate.

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 Heather Percival  at (202) 551 -3498 or me  at (202) 551 -3528 with any
questions.

Sincerely,

 /s/ Amanda Ravitz

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Robert V. Condon III, Esq.
 Sullivan & Worcester LLP

CORRESP
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DARIOHEALTH CORP.

9 Halamish Street

Caesarea Industrial Park

3088900, Israel

June 22, 2017

Via EDGAR

Amanda Ravitz, Assistant Director

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

 Re: DarioHealth Corp. (the “Company”)

Post-Effective
Amendment No. 1 to Registration Statement on Form S-1

Filed
May 25, 2017

File
No. 333-209002

Dear Ms. Ravitz:

The purpose of this letter is to respond
to your oral comment of June 12, 2017 to our counsel regarding the above-referenced registration statement (the “Registration
Statement”).

On March 3, 2016, the Securities and Exchange
Commission (the “Commission”) declared the Registration Statement effective, and on March 8, 2016, the Company delivered
securities subject to the Registration Statement to investors in the related offering (the “Offering”). Certain of
the securities registered by the Registration Statement were shares of the Company’s common stock underlying warrants issued
in the Offering.

On May 25, 2017, the Company filed Post-Effective
Amendment No. 1 to the Registration Statement to include the information contained in the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2016 that was filed with the Commission on March 22, 2017, to cover the sale of the
shares of the Company’s common stock issuable from time to time upon exercise of such warrants that remain unexercised.

On June 12, 2017, you advised our counsel
that the sale of certain of the shares of common stock and certain of the shares of common stock underlying warrants issued in
the Offering may not have been properly registered with the Commission and that the sales of such securities may have violated
Section 5 of the Securities Act of 1933, as amended (the “Securities Act”).

The Company acknowledges the Commission’s
comment and believes that the sale of approximately 55,555 shares of common stock and approximately 255,555 shares of common stock
underlying warrants sold in the Offering may have been inadvertently sold in violation of Section 5 of the Securities Act. Accordingly,
the Company may be subject to rescission offer liabilities or other potential contingent liabilities to the purchasers of those
securities. The Company notes that no purchaser has asserted any claim for damages and that claims for rescission must generally
be brought within one year of the violation. Furthermore, none of the warrants have been exercised to date and all of the warrants
are currently out of the money. As a result, any analysis of potential liability is merely speculative and the Company is unable
to determine the amount, if any, of potential liability as a result of these sales. Based on the Company’s current financial
condition, the Company believes that the amount, if any, of potential liability for rescission or other contingent liabilities
would not be material to its financial condition.

Because the Company is unable to accurately
estimate its potential liability, the Company intends to file Post-Effective Amendment No. 2 to the Registration Statement to reflect
the reduced number of shares of common stock underlying warrants that were properly registered by the Registration Statement and
intends to add to Post-Effective Amendment No. 2 to the Registration Statement the following risk factor:

We may be subject to claims for rescission or damages
in connection with certain sales of shares of our securities.

In March 2016, the Securities and Exchange Commission declared
effective a registration statement that we filed to cover the sale of shares of common stock and shares of common stock underlying
warrants. A small portion of the sales of common stock and shares of common stock underlying warrants may not have been made in
accordance with Section 5 of the Securities Act of 1933, as amended. Accordingly, the purchasers of those securities may have rescission
rights or be entitled to damages. However, claims for rescission must generally be brought within one year of the violation and
therefore are likely time barred. The amount of such liability, if any, is uncertain. In the unlikely event that we are required
to make payments to investors as a result of these unregistered sales of securities, our liquidity could be negatively impacted.

* * *

We appreciate your comment. Please call
our counsel, Oded Har-Even, (212) 660-5002, of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP, if you have any questions
or require additional information.

    Sincerely,

    DarioHealth Corp.

    By:  /s/ Zvi Ben David

    Name: Zvi Ben David

    Title: Chief Financial Officer

CORRESP
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DarioHealth Corp.

9 Halamish Street

Caesarea Industrial Park

3088900, Israel

March 29, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    DarioHealth Corp. (CIK: 0001533998)

    Registration Statement No. 333-216607 on Form S-3 (the “Registration Statement”)

Ladies and Gentlemen:

DarioHealth Corp. (the
“Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may become
effective on March 31, 2017 at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration
Statement as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities
Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration
Statement.

    Very truly yours,

    DARIOHEALTH CORP.

    By: /s/
    Zvi Ben David

    Zvi Ben David, Chief Financial Officer

CORRESP
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DARIOHEALTH CORP.

9 Halamish Street

Caesarea Industrial Park

3088900, Israel

March 23, 2017

Via EDGAR

Amanda Ravitz, Assistant Director

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

 Re: DarioHealth Corp.

Registration
Statement on Form S-3

Filed
March 10, 2017

File
No. 333-216607

Dear Ms. Ravitz:

The purpose of this letter is to respond
to your letter of March 15, 2017 regarding the above-referenced registration statement. We are concurrently filing via EDGAR Amendment
No. 1 to the Form S-3 to present updated financial statements.

* * *

We appreciate your letter. Please call
our attorney, Robert Condon, (212) 660-3049, of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP, if you have any questions
or require additional information.

    Sincerely,

    DarioHealth Corp.

    By:  /s/ Zvi Ben David

    Name: Zvi Ben David

    Title: Chief Financial Officer

cc, with a marked copy of Amendment No. 1: Caleb French

Mail Stop 3030
March 15 , 2017

Via E -mail
Erez Raphael
Chief Executive Officer
DarioHealth Corp.
9 Halamish Street
Caesarea Industrial Park
3088900, Israel

Re: DarioHealth Corp.
 Registration Statement on Form S-3
 Filed  March 10, 2017
 File No.  333-216607

Dear Mr. Raphael :

Our preliminary review of your registration statement indicates that it fails in numerous
material respects to comply with the requirements of the Securities Act of 1933, the rules and
regulations under that Act, and the requirements of the form.  In particular, your filing must be
amended to present updated financial statements required by Rule 8 -08 of Regulation S -X.  We will
not perform a detailed examinatio n of the registration statement and we will not issue comments.
We suggest that you consider filing a substantive amendment to correct the deficiencies.

If you were to request acceleration of the effective date of the registration statement in its
present form, we would likely recommend that the Commission deny your request.

Sincerely,

 /s/ Amanda Ravitz

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Robert V. Condon III, Esq.
 Sullivan & Worcester LLP

CORRESP
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DarioHealth Corp.

9 Halamish Street

Caesarea Industrial Park

3088900, Israel

December 13, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    DarioHealth Corp. (CIK: 0001533998)

    Registration Statement No. 333-214849 on Form S-3 (the “Registration Statement”)

Ladies and Gentlemen:

DarioHealth Corp. (the
“Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may become
effective on December 15, 2016 at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration
Statement as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities
Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration
Statement.

Very truly yours,

DARIOHEALTH CORP.

By: /s/ Zvi Ben David

Zvi Ben David, Chief Financial Officer

Mail Stop 3030
December 12, 2016

Via E -mail
Erez Raphael
Chief Executive Officer
DarioHealth Corp.
9 Halamish Street
Caesarea Industrial Park
3088900, Israel

Re: DarioHealth  Corp.
Registration Statement on Form S-3
Filed November 30, 2016
 File No. 333 -214849

Dear M r. Raphael :

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 Tom Jones at (202) 551 -3602 with any questions.

Sincerely,

 /s/ Tom Jones for

 Amanda Ravitz
Assistant Director
        Office of Electronics and Machinery

cc: Oded Har -Even, Esq.

CORRESP
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DarioHealth Corp.

9 Halamish Street

Caesarea Industrial Park

3088900, Israel

August 1, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    DarioHealth Corp. f/k/a LabStyle Innovations Corp. (CIK: 0001533998)

    Registration Statement No. 333-212644 on Form S-3 (the “Registration Statement”)

Ladies and Gentlemen:

DarioHealth Corp.,
formerly known as LabStyle Innovations Corp. (the “Registrant”), hereby requests acceleration of the effectiveness
of the above-referenced Registration Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities
Act”), so that it may become effective on August 3, 2016 at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant acknowledges
that:

    ·
    should the Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    ·
    the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    ·
    The Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Registrant
understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities
Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration
Statement.

    Very truly yours,

    DARIOHEALTH CORP.

    By: /s/
    Zvi Ben David

    Zvi Ben David, Chief Financial Officer

Mail Stop 3030
August 1, 2016

Via E -mail
Erez Raphael
Chief Executive Officer
LabStyle Innovations Corp.
9 Halamish Street
Caesarea Industrial Park
3088900, Israel

Re: LabStyle Innovations Corp.
  Registration Statement on Form S-3
Filed  July 22, 2016
  File No.  333-212644

Dear Mr. Raphael :

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

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Erez Raphael
LabStyle Innovations Corp.
August 1, 2016
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Heather Percival  at (202) 551 -3498  with any questions.

Sincerely,

 /s/ Heather Percival for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Robert V. Condon III, Esq.
 Sullivan & Worcester LLP

CORRESP
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LabStyle Innovations Corp.

9 Halamish Street

Caesarea Industrial Park

3088900, Israel

May 25, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    LabStyle Innovations Corp. (CIK: 0001533998)

    Registration Statement No. 333-211396 on Form S-3 (the “Registration Statement”)

Ladies and Gentlemen:

LabStyle Innovations
Corp. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration
Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that
it may become effective on May 27, 2016 at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant acknowledges
that:

    ·
    should the Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    ·
    the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    ·
    The Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Registrant
understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities
Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration
Statement.

    Very truly yours,

    LABSTYLE INNOVATIONS CORP.

    By:
    /s/ Zvi Ben David

    Zvi Ben David, Chief Financial Officer

Mail Stop 3030
May 23, 2016

Via E -Mail
Erez Raphael
Chief Executive Officer
LabStyle Innovations Corp.
9 Halamish Street
Caesarea Industrial Park
3088900, Israel

Re: LabStyle Innovations Corp.
  Registration Statement on Form S-3
Filed  May 16,  2016
  File No.  333-211396

Dear Mr. Raphael :

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

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of t he effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclos e the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the ad equacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the Unit ed States.

Erez Raphael
LabStyle Innovations Corp.
May 23, 2016
Page 2

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are a ware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Laurie Abbott  at (202) 551 -8071  with any questions.

Sincerely,

/s/ Laurie Abbott for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery
cc:  Robert V. Condon III , Esq.
Sullivan & Worcester  LLP

CORRESP
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March 2, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    LabStyle Innovations Corp. (CIK: 0001533998)

    Registration Statement No. 333-209002 on Form S-1 (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules
and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”), H.C. Wainwright & Co., LLC and Joseph Gunnar & Co., LLC, as representatives of the underwriters, hereby request
acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m.
Eastern Time, March 3, 2016, or as soon thereafter as practicable.

Pursuant to Rule 460 under
the Securities Act, please be advised that during the period from February 17, 2016 to March 2, 2016, we, acting on behalf of
the several underwriters, distributed as many electronic copies of the preliminary prospectus dated February 16, 2016 and the preliminary prospectus dated February 25, 2016 as appears to be
reasonable to secure adequate distribution.

    By:
    H.C. WAINWRIGHT & CO., LLC
    By:
    Joseph Gunnar & Co., LLC

    By:  /s/ Mark W. Viklund

    By:  /s/ Eric Lord

    Name: Mark W. Viklund

    Name:  Eric Lord

    Title: Chief Executive Officer

        Title: Head of Investment Banking/Underwritings

CORRESP
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LabStyle Innovations Corp.

9 Halamish Street

Caesarea Industrial Park

3088900, Israel

March 2, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    LabStyle Innovations Corp. (CIK: 0001533998)

    Registration Statement No. 333-209002 on Form S-1 (the “Registration Statement”)

Ladies and Gentlemen:

LabStyle Innovations
Corp. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration
Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that
it may become effective on March 3, 2016 at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant acknowledges
that:

    ·
    should the Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    ·
    the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    ·
    The Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Registrant
understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the
proposed public offering of the securities specified in the Registration Statement.

Very truly yours,

LABSTYLE INNOVATIONS CORP.

By: /s/ Zvi Ben David

Zvi Ben David, Chief Financial Officer

CORRESP
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February 26, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    LabStyle Innovations Corp. (CIK: 0001533998)

    Registration Statement No. 333-209002 on Form S-1 (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules
and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”), H.C. Wainwright & Co., LLC and Joseph Gunnar & Co., LLC, as representatives of the underwriters, hereby request
acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m.
Eastern Time, February 29, 2016, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities
Act, please be advised that during the period from February 17-26, 2016, we, acting on behalf of the several underwriters, distributed
as many electronic copies of the preliminary prospectus dated February 16, 2016 and the preliminary prospectus dated February 25,
2016 as appears to be reasonable to secure adequate distribution.

    By:
    H.C. WAINWRIGHT & CO., LLC
    By:
    Joseph Gunnar & Co., LLC

    By: /s/ Mark W. Viklund

    By: /s/ Eric Lord

    Name: Mark W. Viklund

    Name:  Eric Lord

    Title: Chief Executive Officer

        Title: Head of Investment Banking/Underwritings

CORRESP
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LabStyle Innovations Corp.

9 Halamish Street

Caesarea Industrial Park

3088900, Israel

February 26, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    LabStyle Innovations Corp. (CIK: 0001533998)

    Registration Statement No. 333-209002 on Form S-1 (the “Registration Statement”)

Ladies and Gentlemen:

LabStyle Innovations
Corp. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration
Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that
it may become effective on February 29, 2016 at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant acknowledges
that:

    ·
    should the Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    ·
    the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    ·
    The Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Registrant
understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the
proposed public offering of the securities specified in the Registration Statement.

    Very truly yours,

    LABSTYLE INNOVATIONS CORP.

    By: /s/
    Zvi Ben David

    Zvi Ben David, Chief Financial Officer

CORRESP
1
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February 23, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    LabStyle Innovations Corp. (CIK: 0001533998)

    Registration Statement No. 333-209002 on Form S-1 (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules
and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”), H.C. Wainwright & Co., LLC and Joseph Gunnar & Co., LLC, as representatives of the underwriters, hereby request
acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m.
Eastern Time, February 25, 2016, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities
Act, please be advised that during the period from February 17-23, 2016, we, acting on behalf of the several underwriters, distributed
as many electronic copies of the Preliminary Prospectus, dated February 16, 2016, as appears to be reasonable to secure adequate
distribution of the Preliminary Prospectus.

    By:
    H.C. WAINWRIGHT & CO., LLC
    By:
    Joseph Gunnar & Co., LLC

    By: /s/ Mark W. Viklund

    By: /s/ Eric Lord

    Name: Mark W. Viklund

    Name:  Eric Lord

    Title: Chief Executive Officer

        Title: Head of Investment Banking/Underwritings

CORRESP
1
filename1.htm

LabStyle Innovations Corp.

9 Halamish Street

Caesarea Industrial Park

3088900, Israel

February 23, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    LabStyle Innovations Corp. (CIK: 0001533998)

    Registration Statement No. 333-209002 on Form S-1 (the “Registration Statement”)

Ladies and Gentlemen:

LabStyle Innovations
Corp. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration
Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that
it may become effective on February 25, 2016 at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant acknowledges
that:

    ·
    should the Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    ·
    the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    ·
    The Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Registrant
understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the
proposed public offering of the securities specified in the Registration Statement.

    Very truly yours,

    LABSTYLE INNOVATIONS CORP.

    By: /s/
    Zvi Ben David

    Zvi Ben David, Chief Financial Officer

Mail Stop 3030
January 27, 2016

Via E -mail
Erez Raphael
Chief Executive Officer
LabStyle Innovations Corp.
9 Halamish Street
Caesarea Industrial Park
3088900, Israel

Re: LabStyle  Innovations Corp.
  Registration Statement on Form S-1
Filed  January 15, 2016
  File No.  333-209002

Dear Mr. Raphael:

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

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Erez Raphael
LabStyle Innovations Corp.
January 27, 2016
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Caleb French  at (202) 551 -6947  with any questions.

Sincerely,

 /s/ Caleb French for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Robert V. Condon III, Esq.

CORRESP
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filename1.htm

LabStyle Innovations Corp.

9 Halamish Street

Caesarea Industrial Park

3088900, Israel

September 30, 2015

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549

Attn: Amanda Ravitz, Assistant Director

 Re: LabStyle Innovations Corp.

Registration Statement on
Form S-1

Filed September 21, 2015

File No. 333-207066

Ladies and Gentlemen:

LabStyle Innovations Corp. (the “Company”)
hereby requests acceleration of the effectiveness of the above-referenced registration statement pursuant to Rule 461 under the
Securities Act of 1933, as amended (the “Securities Act”), so that it may become effective on October 2, 2015,
at 4:00 p.m., Eastern Daylight Time, or as soon thereafter as is practicable.

The Company acknowledges that:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the above-referenced registration statement
effective, it does not foreclose the Commission from taking any action with respect to the above-referenced registration statement;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the above-referenced registration
statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the above-referenced registration statement; and

 · The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Securities and Exchange Commission

September 30, 2015

Page 2

The Company understands that
the Commission will consider this request for acceleration of the effective date of this above-referenced registration statement
as a confirmation of the fact that the Company is aware of its respective responsibilities under the Securities Act and the Securities
Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the above referenced
registration statement.

    Sincerely,

    LabStyle Innovations Corp.

    By: /s/ Erez Raphael

    Name: Erez Raphael

    Title: Chief Executive Officer

 cc: Tim Buchmiller

Oded Har-Even

Robert V. Condon III

Mail Stop 3030

September 28, 2015

Via E -mail
Mr. Erez Raphael
President and Chief Executive Officer
LabStyle Innovations Corp.
9 Halamish Street
Caesarea Industrial Park
3088900, Israel

Re: LabStyle Innovations Corp.
  Registration Statement on Form S-1
Filed  September 21 , 2015
  File No. 333-207066

Dear Mr. Raphael :

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

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Erez Raphael
LabStyle Innovations Corp.
September 28, 2015
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Tim Buchmiller  at (202) 551 -3635 with any questions.

Sincerely,

 /s/ Tim Buchmiller for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc (via e -mail):  Oded Har -Even, Esq.
 Zysman, Aharoni, Gayer and Sullivan & Worcester LLP

CORRESP
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LabStyle Innovations Corp.

9 Halamish Street

Caesarea Industrial Park

38900, Israel

June 2, 2014

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Russell Mancuso

 Re: LabStyle Innovations Corp.

  Registration Statement on Form S-1, as amended

  File No. 333-194710

Dear Mr. Mancuso:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, LabStyle Innovations Corp. (the “Company”) hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:30 p.m. on Tuesday, June 3, 2014, or as soon
as thereafter practicable.

Please note that we acknowledge the following:

 · should the Securities and Exchange Commission (the “Commission”) or the staff (the “Staff”),
acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

 · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    /s/ Gadi Levin

    Gadi Levin

    Chief Financial Officer, Secretary and Treasurer

CORRESP
1
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        1345 AVENUE OF THE AMERICAS, 11th
        FLOOR

        NEW YORK, NEW YORK 10105

        TELEPHONE:
        (212) 370-1300

        FACSIMILE:
        (212) 370-7889

        www.egsllp.com

VIA EDGAR

May 29, 2014

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3010

Washington, D.C. 20549

Attention: Russell Mancuso

 Re: LabStyle Innovations Corp.

Amendment No. 2 to Registration Statement on Form
S-l

(the “Registration Statement”)

File No. 333-194710

Dear Mr. Mancuso:

On behalf of LabStyle Innovations Corp.,
a Delaware corporation (the “Company”), we hereby submit for review by the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) Amendment No. 2 to the Registration Statement
(“Amendment No. 2”). Amendment No. 2 is being filed in response to a comment letter received by the Staff on
May 28, 2014, and below we respond to the Staff’s comments. For the Staff’s convenience, the Staff’s comments
are listed below in bold-faced type followed by the Company’s response.

Form S-1 Facing Page

 1. Please revise your fee table to show the number of shares currently offered for sale via this registration statement.

We have revised the Registration Statement
via Amendment No. 2 in accordance with the Staff’s comment.

Prospectus

 2. We note the statement in your letter to us dated May 19, 2014 that you have not entered into any written or oral amendments
or modifications to the agreements related to the February 2014 financing. Note that generally it also would be inconsistent with
Section 5 of the Securities Act to enter into negotiations regarding such amendment or modification while the registration statement
is pending. In this regard, if there are no negotiations regarding such amendment or modifications, please disclose any material
failure or inability to satisfy your obligations to the investors in the February 2014 unregistered offering, including your registration
obligations; quantify any related liabilities.

The Company acknowledges the
Staff’s comment and has revised the Registration Statement via Amendment No. 2 in accordance with the Staff’s
comment by adding disclosure regarding: (i) the Company’s inability to register the full amount of securities required
to be registered for resale under the registration rights agreement associated with the February 2014 private placement (the
“RRA”) and (ii) the registration penalties that will be incurred by the Company under the RRA as a result. See
the section of Amendment No. 2 captioned “Selling Stockholders.”

 3. Please tell us the authority on which you rely to delete the disclosure required by Regulation S-K Item 303(a) as it applies
to your full fiscal years.

The Company acknowledges the Staff’s
comment and has included the referenced information in Amendment No. 2.

We thank the Staff in advance for its consideration
of the Amendment No. 2. Should you have any questions regarding the foregoing, please contact me at (212) 370-1300.

    Sincerely,

    /s/ Lawrence A. Rosenbloom

    Lawrence A. Rosenbloom

 cc: LabStyle Innovations Corp.

May 28, 2014

Via E -mail
Erez Raphael
President and Chief Executive Officer
LabStyle Innovations Corp.
9 Halamish Street
Caesarea Industrial Park
38900, Israel

Re: LabStyle  Innovations Corp.
 Amendment No. 1 to Registration Statement on Form S -1
Filed May 19, 2014
  File No. 333 -194710

Dear Mr. Raphael :

We have limited our review  of your registration statement to those issues we have
addressed in our 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.   Where 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 S -1 Facing Page

1. Please revise your fee table to show the number of shares currently offered for sale via
this registration statement.

Prospectus

2. We note the statement in your letter to us dated May 19, 2014 that you ha ve not entered
into any written or oral amendments or modifications to the agreements related to the
February 2014 financing.  Note that generally it also would be inconsistent with Section 5
of the Securities Act to enter into negotiations regarding such amendment or modification
while the registration statement is pending.  In this regard, if there are no negotiations

Erez Raphael
LabStyle Innovations Corp.
May 28, 2014
Page 2

 regarding such amendment or modifications, please disclose any material failure or
inability to satisfy your obligations to the investors i n the February 2014 unregistered
offering, including  your regis tration ob ligations ; quantify any related liabilities.

Results of Operations, page 26

3. Please tell us the authority on which you rely to delete the disclosure required by
Regulation S -K Item 303(a) as i t applies to your full fiscal years.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible  for the accuracy
and adequacy of the disclosures they have made.

            Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the com pany
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or th e staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Ac t of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Erez Raphael
LabStyle Innovations Corp.
May 28, 2014
Page 3

 Please contact Tom Jones at (202) 551 -3602 or me at (202) 551 -3617 with any questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief

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

CORRESP
1
filename1.htm

    1345
AVENUE OF THE AMERICAS, 11th FLOOR

NEW YORK, NEW YORK 10105

TELEPHONE:
(212) 370-1300

FACSIMILE:
(212) 370-7889

www.egsllp.com

 VIA EDGAR

May 19, 2014

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3010

Washington, D.C. 20549

Attention: Russell Mancuso

 Re: LabStyle Innovations Corp.Registration
Statement on Form S-l (the “Registration Statement”)

File
No. 333-194710

Dear Mr. Mancuso:

On behalf of LabStyle Innovations Corp.,
a Delaware corporation (the “Company”), we hereby respond to a comment letter related to the Registration Statement
received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
on May 8, 2014, which was in response to the Company’s letter to the Staff dated April 24, 2014. Concurrently with the submission
of this letter, the Company has filed Amendment No. 1 to the Registration Statement for review by the Staff. For the Staff’s
convenience, the Staff’s comment is listed below in bold-faced type followed by the Company’s response.

 1. We note your response to prior comment 1. We are unable to agree with your conclusion that it is appropriate to register
for resale at this time the shares that are not outstanding or do not currently underlie the outstanding warrants. Please revise
your registration statement accordingly.

Following our telephone discussions with
the Staff relating to the Staff’s comment, the Company has elected follow the Staff’s guidance and has therefore amended
the Registration Statement to include only the primary shares and shares underlying the warrants issued in its February 2014 financing.
The Company has also revised the Registration Statement to include: (i) its March 31, 2014 financial statements and related data
and (ii) factual updates based on the passage of time.

Per our discussions with the Staff, please
be advised that the Company has confirmed to us that it has not as of the date hereof entered into any written or oral amendments
or modifications to the agreements related to its February 2014 financing.

We thank the Staff in advance for its consideration
of the revised Registration Statement. The Company looks forward to working with the Staff on having the Registration Statement
declared effective at the earliest possible time. Should you have any questions regarding the foregoing, please contact me at (212)
370-1300.

    Sincerely,

/s/
Lawrence A. Rosenbloom

Lawrence
A. Rosenbloom

cc: 	LabStyle Innovations Corp.

    2

May 8, 2014

Via E -mail
Erez Raphael
President and Chief Executive Officer
LabStyle Innovations Corp.
9 Halamish Street
Caesarea Industrial Park
38900, Israel

Re: LabStyle  Innovations Corp.
 Registration Statement on Form S -1
  Response dated  April 24, 2014
File No. 333 -194710

Dear Mr. Raphael :

We have reviewed your response letter and have the following comment.  Ple ase respond
to this letter by amending your registration statement .  If you do not believe our comment appl ies
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 registra tion statement and the information you
provide in response to the comment, we may have additional comments.

1. We note your response to prior comment 1.   We are unable to agree with your conclusion
that it is appropriate to register for resale at this time  the shares that are not outstanding or
do not currently underlie the outstanding warrants.   Please revise your registration
statement accordingly.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be  certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Erez Raphael
LabStyle Innovations Corp.
May 8, 2014
Page 2

             Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and th e declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Tom Jones at (202) 551 -3602 or me at (202) 551 -3617 with any questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief

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

CORRESP
1
filename1.htm

        1345 AVENUE OF THE AMERICAS, 11th
        FLOOR

        NEW YORK, NEW YORK 10105

        TELEPHONE:
        (212) 370-1300

        FACSIMILE:
        (212) 370-7889

        www.egsllp.com

VIA EDGAR

April 24, 2014

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3010

Washington, D.C. 20549

Attention: Russell Mancuso

    Re:
    LabStyle Innovations Corp.

    Registration Statement on Form S-l (the “Registration Statement”)

    File No. 333-194710

Dear Mr. Mancuso:

On behalf of LabStyle Innovations Corp.,
a Delaware corporation (the “Company”), we hereby respond to a comment letter related to the Registration Statement
received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
on April 16, 2014. For the Staff’s convenience, the Staff’s comment is listed below in bold-faced type followed by
the Company’s response.

 1. We note that you have not yet determined the number of securities to be issued in your February 2014 unregistered transaction
nor finalized the terms of the securities. For example, it appears that the number of securities and the terms of the warrants
will be established in part by the market price for your common stock during a period established relative to the effective time
of this registration statement. Please provide us your analysis of how it is consistent with Section 5 of the Securities Act to
register for resale at this time the shares included in the fee table of this registration statement; cite with specificity all
authority on which you rely, and include your analysis of why that authority is applicable to your transaction.

We have reviewed the Staff’s comment
and believe, contrary to the Staff’s assertion, that (i) the structure of the Company’s February 2014 private placement
(the “February 2014 Private Placement”), (ii) the nature of the securities issued or to be issued in the February
2014 Private Placement and (ii) the method by which the amount of securities to be issued in the February 2014 Private Placement
is consistent with Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), and the public
guidance of the Staff related thereto.

As disclosed in the Registration Statement,
investors in the February 2014 Private Placement invested in a standard “public investment in private equity” (or PIPE)
transaction and received three types of securities or rights related thereto:

    1

 · shares of Company common stock (the “Common Stock”);

 · warrants to purchase Common Stock (the “Warrants” and the shares of Common Stock underlying such Warrants,
the “Warrant Shares”)1; and

 · the right to receive additional shares of Common Stock (the “Adjustment Shares”) if the price per share
of the Common Stock paid by investors in the February 2014 Private Placement (namely, $1.88 per share) is greater than the 90%
of the average of the ten (10) lowest weighted average prices of the publicly-traded Common stock during the twenty (20) trading
day period starting immediately following the earlier of (i) the date on which the Base Shares, Warrant Shares and Adjustment Shares
have been registered for resale with the Commission or (ii) are able to be sold without restriction under Rule 144 under the Securities
Act (the “Reset Price”).

The Staff is advised that under its agreements
with the investors in the February 2014 Private Placement, the Company is only required to register for public resale a definitive
number of Adjustment Shares, assuming a $0.80 Reset Price (or a total of 3,006,095 shares of Common Stock). The Company is not
required to register for resale any additional Adjustment Shares. In addition, since the Warrants by their terms contain full
ratchet anti-dilution protection and an assumed issuance of Adjustment Shares at $0.80 would trigger such protection, the Company
is seeking to register for resale an additional 3,325,045 Warrant Shares, again assuming the exercise price of the Warrants was
adjusted to $0.80 and the number of Warrant Shares was adjusted upward accordingly. Thus, a total of 6,242,140 shares of Common
Stock, representing Adjustment Shares and additional Warrant Shares based on a contractually agreed upon assumed Reset Price of
$0.80 per share, are registered for resale, as indicated in the third line of the Calculation of Registration Fee table in the
Registration Statement.2

Mindful of the potential Section 5 issues
articulated by the Staff in its comment, the Company acknowledges that (i) the maximum number of Adjustment Shares to be issued
(if any are to be issued) has not yet been determined and (ii) the potential issuance of the Adjustment Shares that are registered
for resale is a price protection mechanism for investors which is intended to ameliorate some (although not all) of the market
risk to investors. However, these aspects of the February 2014 Private Placement do not mean that the structure of the offering
was inconsistent with Section 5 of the Securities Act. In fact, the offering was fully closed and the mutual consideration received
by both the Company and the investors was fully paid for without further conditions as of February 18, 2014. The Company is now
only seeking to afford investors the benefit of what they purchased and the rights they were afforded as of the closing of the
offering.

It is of critical importance to note that
the structure of the February 2014 Private Placement does not require any additional investment decision or any additional funding
by investors and, importantly, the Company is not seeking to complete such offering after the effectiveness of, and with the use
of, the Registration Statement (which would be the essence of a Section 5 violation). Moreover, the issuance of any
Adjustment Shares is not within the control of the investors. While such investors bargained for and received a price protection
benefit in the February 2014 Private Placement, if Adjustment Shares are to be issued, they are not required to be paid for. As
such, the structure of the February 2014 Private Placement falls outside of the traditional PIPE analysis covered in the Commission’s
publicly available Compliance and Disclosure Interpretations (“CDI”), particularly CDI 139.11. In CDI 139.11,
the issuer was seeking to register as a secondary offering shares that had not yet been paid for. That is simply not the case here
as the February 2014 Private Placement was completed, and thus the regulatory concerns at issue in CDI 139.11 are not at issue
in this case.3

1
The Warrants contain a “full ratchet” anti-dilution protection mechanism such that if the Company (subject to
certain exceptions) issues securities at a price that is less than the exercise price of the warrants (namely, $2.35) in the
future (including upon the potential issuance of Adjustment Shares), the exercise price of the Warrants will be reduced to
such lower price and the number of Warrant Shares shall be increased proportionally.

2 We
have previously supplementally provided the Staff with a detail Excel file showing the calculations for Adjustment Shares and
additional Warrant Shares for each investor in the February 2014 Private Placement.

3 	In CDI 139.11, the
Staff noted that a condition to be met was that “the investor must be irrevocably
bound to purchase a set number of securities for a set purchase price that is not based on market price or a
fluctuating ratio . . .” (emphasis added). In the present case, we note that no additional securities are being
purchased, so the conditions related to a permissible resale registration stated in CDI 139.11 (including the
investor’s market risk) are not applicable.

    2

Instead, the potential issuance of the
Adjustment Shares falls within the scope of the guidance provided by the Staff in CDI 139.10. In CDI 139.10, the issuer agreed
with its investors to file a registration statement to register the resale of the common
stock issuable on conversion of convertible securities. The securities were convertible into common stock using a conversion ratio
based on the issuer’s common stock trading price at the time of conversion. In that case, the Staff advised that the issuer
“must make a good-faith estimate of the maximum number of shares that it may issue on conversion to determine the number
of shares to register for resale”. In the case of the February 2014 Private Placement, the principle is the same, the only
difference being that the Company issued common equity rather than convertible securities. In fact, the Company submits that the
two cases are indistinguishable from both an economic and regulatory perspective. The Company was aware that it could not register
for public resale all of the Adjustment Shares which could, hypothetically, be issued in the price protection mechanism (assuming,
for example, a reset price of $0.01). Rather, in negotiation with the investors, it made a good faith estimate of the lowest potential
Reset Price (i.e., $0.80)4 and registered that number
of Adjustment Shares for resale accordingly.

The
structure whereby price protection and anti-dilution features are based on market prices is not atypical where preferred stock,
convertible notes or warrants are utilized, and while the feature is rarer in the case of common equity, it is not unheard of.
In CDI 132.06, the Staff addressed the situation where shares were acquired “pursuant to anti-dilution rights attaching to
restricted securities”. There, the Staff advised that purposes of calculating the Rule 144 holding period, shares acquired
pursuant to anti-dilution rights “dates back to the original placement of shares, not the exercise of the anti-dilution provisions.”
While the price protection mechanism memorialized in the Company’s obligation to issue a certain number of Adjustment Shares
registered for public resale is not necessarily an “anti-dilution provision,” the Section 5 concept is the same –
the anti-dilution securities are acquired at the time of original placement. Analogously, the Adjustment Shares should be viewed
as being issued as of the closing date of the February 2014 Private Placement as no additional investment decision need be made
by investors. In addition, an identical price mechanism was registered for resale relatively recently in KIT Digital’s Registration
Statement (File No. 333-181987, declared effective by the Commission on June 15, 2012). We note for the benefit of the Staff that
KIT Digital’s filing does not appear from the public record to have been reviewed by the Staff, although presumably it was
screened and no concerns about the structure appear to have been raised.

In our discussions with the Staff relating
to its comment, the Staff has rightfully inquired as to the limits of permissible resale registration for the price protection
structure appearing in the February 2014 Private Placement. For example, could an issuer register for resale Adjustment Shares
assuming a Reset Price of $0.01? The Company submits that, mindful of the regulatory concerns raised by the price protection feature,
in connection with the February 2014 Private Placement it has:

(i)	as demonstrated above, concluded
a valid private placement as of February 18, 2014 without utilizing shares registered for resale on the Registration Statement
to complete such private placement, as investors have no further investment decision to make or obligation to purchase Company
securities;

4 	We note that originally the assumed
reset price was $0.50, but prior to the filing of the Registration Statement, and mindful of the potential regulatory concerns
at hand, the Company and the majority of the investors agreed to increase the assumed reset price to $0.80.

    3

(ii)	in accordance with CDI guidance,
negotiated a good faith estimated maximum floor on the amount of registered Adjustment Shares that investors may receive; and

(iii)	structured the offering in terms
of the number of securities issued (relative to the Company’s outstanding Common Stock) and the number of investors participating
in the offering (19 investors, with no single investor holding more than 15% of the securities registered for resale) so as to
avoid any concerns that the Company is seeking to conduct in indirect primary offering in contravention of Commission Rule 415.

Therefore, since the structure of the February
2014 Private Placement adheres to the foregoing principles, the Company submits that such structure is consistent with the requirements
of the Securities Act.

* * * *

We thank the Staff in advance for its consideration
of the foregoing response. We welcome the opportunity to discuss this with you further. Should you have any questions regarding
the foregoing, please contact me at (212) 370-1300.

    Sincerely,

    /s/ Lawrence A. Rosenbloom

    Lawrence A. Rosenbloom

cc:   LabStyle Innovations Corp.

    4

April 16, 2014

Via E -mail
Erez Raphael
President and Chief Executive Officer
LabStyle Innovations Corp.
9 Halamish Street
Caesarea Industrial Park
38900, Israel

Re: LabStyle  Innovations Corp.
 Registration Statement on Form S -1
Filed March 20, 2014
  File No. 333 -194710

Dear Mr. Raphael :

We have limited our review  of your registration statement to those issues w e have
addressed in our comment .  Please respond to this letter by providing the requested
information.   Where you do not believe our comment applies  to your fac ts and circumstances ,
please tell us why in your response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have additional c omments.

1. We note that you have not yet determined the number  of securities  to be issued  in your
February 2014 unregistered transaction  nor finalized the terms of the securities .  For
example, it appears that the number  of securities and the terms of the warrants will be
establi shed in part by t he market pr ice for your common stock during a period established
relative to the effective time of this registration  statement.  Please provide us your
analysis of how it is consistent with Sectio n 5 of the Securities Act to register for resale  at
this time  the shares included in the fee table  of this registration statement ; cite with
specificity all authority on which you rely, and include your analysis of why that
authority is applicable to your trans action.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes t he information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the di sclosures they have made.

Erez Raphael
LabStyle  Innovations Corp.
April 1 6, 2014
Page 2

             Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Com mission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated au thority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective  date of the
registration statement.

Please contact Tom Jones at (202) 551 -3602 or me at (202) 551 -3617 with any questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief

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

CORRESP
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LabStyle Innovations Corp.

40 E. Main Street, Suite 759

Newark, Delaware 19711

February 12, 2013

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Amanda Ravitz

 Re: LabStyle Innovations Corp.

Registration Statement on Form S-1, as amended

File No. 333-186054

Dear Ms. Ravitz:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, LabStyle Innovations Corp. (the “Company”) hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:00 p.m. on Thursday, February 14, 2013, or
as soon as thereafter practicable.

Please note that we acknowledge the following:

 · should the Securities and Exchange Commission (the “Commission”) or the staff (the “Staff”),
acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

 · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    /s/ Oren Fuerst

    Oren Fuerst

    Chief Executive Officer

CORRESP
1
filename1.htm

    150 EAST 42nd STREET, 11th FLOOR

    NEW YORK, NEW YORK 10017

    TELEPHONE: (212) 370-1300

    FACSIMILE:   (212) 370-7889

    www.egsllp.com

VIA EDGAR

February 11, 2013

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3010

Washington, D.C. 20549

Attention: Amanda Ravitz

Re: 	        LabStyle Innovations Corp.

Registration Statement on Form
S-l

File No. 333-186054

Dear Ms. Ravitz:

On behalf of LabStyle Innovations Corp.,
a Delaware corporation (the “Company”), we hereby supplementally submit for review by the staff (the “Staff”)
of the Securities and Exchange Commission a proposed Addendum (the “Addendum”) to the Securities Purchase Agreement
between the Company and the investors in the Company’s August 2012 private placement.

Further to our discussions with the Staff
on this topic, the Addendum is intended to memorialize certain clarifications to tranches 2 and 3 to the Company’s August
2012 private placement. Once finalized, the Addendum will be filed as an exhibit to the Company’s registration statement
on Form S-1 and described therein.

We thank the Staff in advance for its consideration
of the Addendum. Should you have any questions or comments, please contact me at (212) 370-1300.

    Sincerely,

    /s/ Lawrence A. Rosenbloom

    Lawrence A. Rosenbloom

    cc:     LabStyle Innovations Corp.

ADDENDUM TO SECURITIES PURCHASE AGREEMENT

This ADDENDUM TO
SECURITIES PURCHASE AGREEMENT (this “Addendum”), dated as of February 11, 2013, is made and entered into
by and between LabStyle Innovations Corp., a company incorporated under the laws of the Delaware (the “Company”),
and each of the purchasers who have executed a signature page to this Addendum (each a “Purchaser”
and collectively the “Purchasers”).

WHEREAS, the
Company and the Purchasers are parties to that certain Securities Purchase Agreement, dated August 29, 2012, under which the
Company agreed to issue to the Purchasers, and the Purchasers irrevocably agreed to purchase from the Company, an aggregate of
1,500,000 units (each, a “Unit”), at a price of US$1.00 per Unit, with each Unit consisting of: (i) one (1)
share of the Company’s common stock, par value US$0.0001 per share (the
“Common Stock”) and (ii) one (1) warrant (the “Warrants”) to purchase one (1) share
(collectively, the “Warrant Shares”) of Common Stock at a price per share of US$1.00 (such Units, Common Stock,
Warrants and Warrant Shares offered hereby, the “Purchased Securities”);
and

WHEREAS, in
order to be compliant with the requirements of the United States federal securities laws, the Company and the Purchasers desire
to memorialize certain items with respect to their rights and obligations under the Agreement.

NOW THEREFORE,
in consideration of the foregoing and the matters forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties enter into the following addendum to the Agreement:

1.           Defined
Terms. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

2.           Addendum
to Timing for Tranches; Registration Rights.

(a)           Second
Tranche. Notwithstanding anything to the contrary in the Agreement, it is understood and agreed that the Section Tranche Funding
Date shall be no later than five (5) business days following the Effective Date (as defined in this Addendum and not in the Agreement).
Each Purchaser irrevocably agrees to fund his, her or its respective portion of the Second Tranche no later than five (5) business
days following such Effective Date.

(b)           Third
Tranche. Notwithstanding anything to the contrary in the Agreement, it is understood and agreed that it shall not be a condition
for the funding of the Third Tranche that the Purchased Securities be registered for resale in a registration statement declared
effective by the Securities and Exchange Commission (the “SEC”) or that the Company shall have received a ticker
symbol for its Common Stock and caused its Common Stock to be eligible for trading on the Over-the-Counter Bulletin Board, OTCQB
Market or similar trading system. The Purchasers shall nonetheless be irrevocably obligated to fund their respective portions
of the Third Tranche on or before the 100th day following the Third Tranche Effective Date (as defined in this Addendum
and not in the Agreement), and the Purchasers agree to so fund their respective portions of the Third Tranche. In addition, the
Purchasers agree that they will exercise the Warrants issued in the Third Tranche within thirty (30) business days of the issuance
of such Warrants.

(c)           Registration
Rights. The Company shall afford the Purchasers the registration rights set forth on Exhibit A hereto with respect
to the Purchased Securities sold in the Third Tranche.

(d)           Effective
Date; Third Tranche Effective Date. For purposes of the Agreement, the term “Effective Date” shall mean
the date that any registration statement covering the sale or resale of any securities of the Company is declared effective by
the SEC. For purposes of the Agreement, the term “Third Tranche Effective Date” shall mean the date
that both: (i) any registration statement covering the sale or resale of any securities of the Company is declared effective by
the SEC and (ii) the Company has received a ticker symbol for its Common Stock and caused its Common Stock to be eligible for
trading on the Over-the-Counter Bulletin Board, OTCQB Market or similar trading system.

(e)           Tranche
Funding Dates. The definitions of “Second Tranche Funding Date” and “Third Tranche Funding Date” appearing
in the Agreement are modified to reflect the dates and timing set forth in this Addendum.

(f)           Promissory
Notes. The Company and each Purchaser agree that the respective promissory notes evidencing the obligations of the Purchasers
to fund the Second Tranche and the Third Tranche shall be deemed modified and amended by this Addendum to reflect the timing for
the funding of the Second Tranche and the Third Tranche as set forth herein.

3.           No
Further Modification. Except as modified hereby, the Agreement shall remain unchanged and in full force and effect. Without
limiting the generality of the foregoing, it is specifically agreed that the amount and pricing of the Purchased Securities to
be purchased shall not be modified or amended in any respect.

4.           Counterparts.
This Addendum may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against
the parties actually executing such counterpart, and all of which together shall constitute one and the same instrument. Such
counterparts may be delivered by facsimile or e-mail/.pdf transmission, which shall constitute valid delivery thereof.

IN WITNESS
WHEREOF, each Purchaser and the Company have caused its respective signature page to this Addendum to be duly executed as
of the date first written above.

    COMPANY:

    LABSTYLE
    INNOVATIONS CORP.

    By:

    Name:

    Title:

[Purchaser Signature Pages Follow]

    2

IN WITNESS WHEREOF,
each Purchaser and the Company have caused its respective signature page to this Addendum to be duly executed as of the date
first written above.

    DIT EQUITY
    HOLDINGS, LLC

    By:

    Name:

    Title:

Purchaser Signature Page to Addendum

IN WITNESS WHEREOF,
each Purchaser and the Company have caused its respective signature page to this Addendum to be duly executed as of the date
first written above.

    Anthony Ivankovich

Purchaser Signature Page to Addendum

IN WITNESS WHEREOF,
each Purchaser and the Company have caused its respective signature page to this Addendum to be duly executed as of the date
first written above.

    FEQ REALTY,
    LLC

    By:

    Name:

    Title:

Purchaser Signature Page to Addendum

IN WITNESS WHEREOF,
each Purchaser and the Company have caused its respective signature page to this Addendum to be duly executed as of the date
first written above.

    VELADEN
    INVESTMENTS CORP, LLC

    By:

    Name:

    Title:

Purchaser Signature Page to Addendum

IN WITNESS WHEREOF,
each Purchaser and the Company have caused its respective signature page to this Addendum to be duly executed as of the date
first written above.

    George Karfunkel

Purchaser Signature Page to Addendum

IN WITNESS WHEREOF,
each Purchaser and the Company have caused its respective signature page to this Addendum to be duly executed as of the date
first written above.

    MOGGLE INVESTORS,
    LLC

    By:

    Name:

    Title:

Purchaser Signature Page to Addendum

IN WITNESS WHEREOF,
each Purchaser and the Company have caused its respective signature page to this Addendum to be duly executed as of the date
first written above.

    Steven B. Rosner

Purchaser Signature Page to Addendum

IN WITNESS WHEREOF,
each Purchaser and the Company have caused its respective signature page to this Addendum to be duly executed as of the date first
written above.

    Sten-Anders Fellman

Purchaser Signature
Page to Addendum

IN WITNESS WHEREOF,
each Purchaser and the Company have caused its respective signature page to this Addendum to be duly executed as of the date first
written above.

    David A. Rosner

Purchaser Signature
Page to Addendum

IN WITNESS WHEREOF,
each Purchaser and the Company have caused its respective signature page to this Addendum to be duly executed as of the date first
written above.

    Lauren Paige Rosner

Purchaser Signature
Page to Addendum

IN WITNESS WHEREOF,
each Purchaser and the Company have caused its respective signature page to this Addendum to be duly executed as of the date first
written above.

    SLD CAPITAL CORP. MPP

    By:

    Name: Steven B. Rosner

    Title: Trustee

Purchaser Signature
Page to Addendum

IN WITNESS WHEREOF,
each Purchaser and the Company have caused its respective signature page to this Addendum to be duly executed as of the date first
written above.

    Ron Eller

Purchaser Signature
Page to Addendum

IN WITNESS WHEREOF,
each Purchaser and the Company have caused its respective signature page to this Addendum to be duly executed as of the date first
written above.

    Henry Rothman

Purchaser Signature
Page to Addendum

Exhibit A

Registration Rights

The shares of Common
Stock underlying the Purchased Securities purchased by the Purchasers in the Third Tranche will be deemed “Registrable
Securities” subject to the provisions of this Exhibit A.

All capitalized terms
used but not defined in this Exhibit A shall have the meanings ascribed to such terms in the Agreement and related Addendum thereto
to which this Exhibit is attached and made a part of.

1.          Demand
Registration.

1.1           Request
for Registration. At any time following the compete funding of the Third Tranche by all Purchasers (but no later than five
(5) years from such funding), the holders of a majority-in-interest of the Registrable Securities, held by the Purchasers or the
transferees of the Purchasers, may make a written demand for resale registration under the Securities Act of 1933, as amended (the
“Securities Act”), of all (but not less than all) of their Registrable Securities (a “Demand Registration”).
Any demand for a Demand Registration shall specify the number and type of Registrable Securities proposed to be sold and the intended
method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand within two (2) business
days from the receipt of the Demand Registration, and each holder of Registrable Securities who wishes to include such holder’s
Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration,
a “Demanding Holder”) shall so notify the Company within two (2) business days after the receipt by the holder
of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities
included in the Demand Registration, subject to potential reduction as set forth on this Exhibit A. The Company shall not
be obligated to effect more than an aggregate of one (1) Demand Registration in respect of Registrable Securities.

1.2           Implementation
of Demand Registration. The Company shall effect the Demand Registration by filing with the U.S. Securities and Exchange Commission
(the “SEC”) a registration statement on Form S-1 (for Form S-3, if the Company is then eligible to use such
form) (a “Registration Statement”) covering the resale of the Registrable Securities within thirty (30) days
of the determination of the Demanding Holders who have elected to participate in the Demand Registration. The Company shall use
its commercially reasonable efforts to have the Registration Statement covering the resale of the Registrable Securities declared
effective by the SEC.

1.3           Effective
Registration. A registration will not count as a Demand Registration until the Registration Statement filed with the SEC with
respect to such Demand Registration has been declared effective.

2.          Piggy-Back
Registration.

	2.1           Piggy-Back
Rights. If at any time following the compete funding of the Third Tranche by all Purchasers (but no later than five (5) years
from such funding), but provided that a Demand Registration has not at that time been effected, the Company proposes to file a
Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders
of the Company for their account (or by the Company and by stockholders of the Company), other than a Registration Statement (i)
filed in connection with any employee stock option or other benefit plan, (ii) for a dividend reinvestment plan or (iii) in connection
with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable
Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than
ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included
in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters
(the “Underwriters”), if any, of the offering, and (y) offer to the holders of Registrable Securities in such
notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within
five (5) days following receipt of such notice (a “Piggy-Back Registration”). Subject to Section 2.2 below,
the Company shall cause such Registrable Securities to be included in such Registration Statement and shall use its commercially
reasonable efforts to cause the Underwriters of a proposed underwritten offering to permit the Registrable Securities requested
to be included in a Piggy-Back Registration. All holders of Registrable Securities proposing to distribute their securities through
a Piggy-Back Registration that involves Underwriters shall enter into an underwriting agreement and/or custody agreement and/or
lock-up agreement in customary form with the Underwriters selected for such Piggy-Back Registration. The Company may elect to utilize
a dual prospectus covering the underwritten offering and the separate public resale of the Registrable Securities in satisfaction
of its obligations hereunder.

    A-1

	2.2           Reduction
of Offering. If the Underwriters for a Piggy Back Registration that is to be an underwritten offering advise the Company and
the holders of Registrable Securities i

CORRESP
1
filename1.htm

    150
EAST 42nd STREET, 11th FLOOR

NEW
YORK, NEW YORK 10017

TELEPHONE:
(212) 370-1300

FACSIMILE:
(212) 370-7889

www.egsllp.com

VIA EDGAR

February 6, 2013

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3010

Washington, D.C. 20549

Attention: Amanda Ravitz

 Re:        LabStyle Innovations Corp.

    Registration Statement
                                                       on Form S-l

    File No. 333-186054

Dear Ms. Ravitz:

On behalf of LabStyle Innovations Corp.,
a Delaware corporation (the “Company”), we hereby supplementally respond to the comment letter issued to the
Company by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
on February 4, 2013. The Staff’s comment letter was issued in connection with the Staff’s review of the Company’s
Registration Statement on Form S-1 (the “Registration Statement”), which was originally filed with the Commission
on January 16, 2013.

For the Staff’s convenience, the Staff’s
comments are listed below in bold faced type followed by the Company’s response. Upon the resolution of these comments, the
Company will file an amendment to the Registration Statement to make appropriate changes thereto.

General

 1. Please provide your analysis of how you may properly register on a secondary basis the shares to be issued in the second
and third traunches of the August private placement at this time. Please address specifically the significant time that will elapse
between the effectiveness of the registration statement and each closing. See for guidance Securities Act Sections Compliance and
Disclosure Interpretation Question 139.11.

At the outset, we note our belief that the
historical position of the Staff on questions such as these (i.e., registration of securities prior to issuance, as memorialized
in CD&I 139.11) stems generally from concerns that issuers and investors would seek to evade the requirements of the Securities
Act and, more importantly, that investors would utilize investment vehicles that could allow them to manipulate market prices and
the prices for the investment securities themselves (so called “death spirals” and other manipulative practices). We
note that none of such concerns (as well as related concerns such as integration of private and public offerings) is present in
the Company’s case as the Company is not currently reporting or trading. The Company is a start-up enterprise, and the investors
in the August private placement structured their investment in a manner that was agreeable to them under such facts and circumstances
(namely, that trances two and three of the August private placement would be invested once the underlying securities were registered
and the Company had a ticker symbol). The Company believes that it is in the Company’s best interest and the interests of
all of the Company’s investors to proceed with the August private placement as structured and completed so that the Company
may have access to this needed capital on the terms agreed to with its investors.

    1

CD&I 139.11 provides that a company
will be permitted to register the resale of securities prior to their issuance if:

1.	The company has completed a Section
4(2)-exempt sale of the securities to the investor, and the investor is at market risk at the time of filing of the resale registration
statement.

2.	The investor is irrevocably bound
to purchase a set number of securities for a set purchase price that is not based on market price or a fluctuating ratio, either
at the time of effectiveness of the resale registration statement or at any subsequent date. Further, there can be no conditions
to closing that are within an investor’s control or that an investor can cause not to be satisfied.

3.	The closing of the private placement
of the unissued securities must occur within a short time after the effectiveness of the resale registration statement.

The first two conditions are met in this
case. The Company believes that the August private placement was a validly conducted private placement under Regulation D undertaken
and concluded when the Company was a completely private company. The investors are bound to purchase a set number of securities
for a set purchase price that is not based on market price or a fluctuating ratio (or anything else for that matter). Additionally
(and as described further in response to comment 2 below), the investors are irrevocably committed to investing in the subject
securities if two conditions completely out of the investors’ control are met (namely: (i) that the Registration Statement
covering such securities is effective and (ii) the Company has an OTCBB ticker symbol, with the date that both such conditions
are met being referred to as the “Effective Date”). If such conditions are met, the investors must fund (and are irrevocably
committed to fund) tranches two and three. This clearly puts the investors at risk starting from the date the first tranche of
the private placement was closed in late August 2012.

In terms of the requirement of a “short
time” frame, we note that the Staff has not provided firm guidance on what a “short time” would be, perhaps so
that different fact patterns can be accommodated when (as is the case here) a financing was structured in good faith to be compliant
with the securities laws and is fully disclosed to the investing public and where the potential for abuse is low or non-existent.
We note too that the reasoning for the “short time” frame (as in the case of the fact pattern set forth in CD&I
139.11) most likely stems from fact patterns where the issuer is already publicly trading, so a very short time frame is needed
in order to prevent the types of abuses noted above. No such concerns are present in the Company’s case as the Company is
not trading. Moreover, under the terms of the August private placement, the investors could elect to invest sooner, and allowing
the registration of the to-be-issued securities in this case would provide the Company with the ability to access needed capital
that investors want to invest on the agreed upon terms (or perhaps even sooner).

We further note that to simply remove the
tranche two and tranche three securities from the Registration Statement would, under the negotiated terms of the August private
placement, deny the Company access to such funds because the conditions to funding (again, outside of the control of the investors)
will not (and can not) be achieved. As such, the Company submits that removing these securities from the Registration Statement
and filing a subsequent resale registration statement for the tranche two and three securities would not be a viable option for
the Company as no investment would occur due to the terms of the August private placement.

    2

Additionally, even if (within the parameters
of the securities laws) the terms of the investment could be terminated and redone following effectiveness of the Registration
Statement, the Company would simply be required to file a second, nearly identical registration statement (one that has already
been reviewed by the Staff) to cover the resale of the subject securities. We respectfully submit that this would be a highly inefficient
use of the Company’s relatively limited resources as well as the Staff’s time and importantly would do little or nothing
to uphold the interests of the Company’s investors, the Company’s other stockholders or the investing public generally.
Moreover, this would only serve to frustrate the Company’s agreed upon terms with its investors, which terms were lawfully
entered into.

As such, we submit that the August private
placement was structured to comply with the letter and spirit of CD&I 139.11. We further submit that CD&I 139.11 and similar
Staff pronouncements on these types of issues should be interpreted flexibly, particularly as in this case when the only question
at hand is the time frame condition and there are is no potential for abuse arising out of the structure of the investment. We
believe that all of the conditions of CD&I 139.11 are met in this case, and under these facts and circumstances, 90 and 180
days should be viewed as a permissible time frame for registration of the to-be-issued securities. If the Staff were to concur
with this analysis, we believe that it would be upholding the Commission’s mission of allowing issuers to access investor
capital on agreed upon terms and in manner which is transparent and not subject to abuse. We urge the Staff to consider the Company’s
facts and circumstances accordingly and permit registration in this case.

 2. We note your conclusion that investors are irrevocably bound to make purchases in the second and third traunches of the
August private placement. Please tell us how you considered (1) that such purchases are contingent upon your listing on the OTCBB
and (2) that investors’ obligations appear to be assured by an unsecured promissory note, in concluding that investors were
irrevocably bound.

As noted in response to comment
1 above, the Company believes that the investors in the August private placement are irrevocably bound to make the
subject purchases. With respect to the OTCBB listing, as noted above, the two conditions to funding (namely, that trances two
and three of the August private placement would be invested once the underlying securities were registered and the Company
had a ticker symbol on the OTCBB) are completely outside of the control of the investors and, therefore, the investors are
at market risk from the time of the initial tranche investment in August 2012 and are in no position to elect not to invest
in tranche two and three if such conditions are met by the Company. The investors may not on their own revoke their investment
commitments. As such, in considering the OTCBB listing contingency, the Company concluded that the investors were irrevocably
committed to invest due to the fact that such condition was outside the control of the investors.

The Staff is advised that
in documenting the private placement, the investors agreed to memorialize their funding commitment by taking the
somewhat unusual step of providing the Company with a promissory note.  This was specifically negotiated by the Company to
ensure that the investors would not be able to revoke their commitment and so the Company would have full recourse against
the investors personally in the event of an investor breach. As such, if the conditions (again, outside of the control of the
investors) to investment are met, the investors will legally be indebted to the Company for their investment amounts. The
Staff is correct that this feature provides the Company with additional assurances that the investment will be made. The use
of the promissory note was a documentation mechanism to memorialize the irrevocable commitment of the investors to
invest and make it easier for the Company to enforce such commitment.

    3

Our Company, page 1

 3. We note your response to our prior comment number 7. Please identify your regulatory consultants and provide an expert consent
or advise. In addition, please provide additional information about the basis for the conclusion that the study would be sufficient
to obtain regulatory approvals. Finally, discuss the basis for your conclusion that you would obtain EU approval in 2013, and provide
more information about the expected timing for FDA approval.

In response to the Staff’s comment,
and further to discussions with the Staff, the Company proposes to revise its disclosure on page 1, 3, and 41 of the Registration
Statement to: (i) remove references to the Company’s regulatory consultants and (ii) disclose that the basis for management’s
conclusions is the “knowledge and experience” of the Company’s management. As such:

1.	The
fourth paragraph under the caption “The Company” in the Prospectus Summary (page 1 of the prospectus) will be revised
to add the following sentence: “Based on our discussions with regulatory authorities in Europe and the knowledge and
experience of our management on regulatory matters in the U.S., we believe that applicable regulatory approvals will be obtained
in advance of our anticipated commercial launches for Dario.”

2.	The
second sentence of the third paragraph under the caption “Our Initial Product -- DarioTM” in the
Prospectus Summary will be revised to read as follows: “We
have created Dario prototypes based on this design and, in October 2012, used these to successfully conclude a 61 patient clinical
usability trial which we believe, based on the knowledge and experience of our management, is required for approvals for Dario
in Europe and the United States. We have used these trial results in our regulatory submissions in the EU and expect to use these
results in connection with our regulatory filings in the U.S.”

Corresponding changes to the disclosure
would be made in the Business section.

Executive Compensation, page 63

 4. We note your response to our prior comment 12. However, please provide the disclosure required by Item 402(p) and (r) of
Regulation S-K.

We will revise the Registration Statement
to provide the noted disclosure.

Selling Stockholders, page 78

 5. We note your response to our prior comment number 13. Since it is unlikely that specific performance would be an available
remedy for breach of the Consulting Agreement by the selling shareholder, please tell us why you believe that the purchaser is
irrevocably bound to purchase the subject securities. Alternatively, please revise to remove the securities that have not yet been
earned under the Consulting Agreement.

We will revise the Registration Statement
to remove from the Registration Statement the securities that have not yet been earned under the Consulting Agreement.

* * * *

    4

We thank the Staff in advance for its consideration
of the foregoing. Should you have any questions concerning the foregoing responses, please contact me at (212) 370-1300.

    Sincerely,

/s/
Lawrence A. Rosenbloom

Lawrence
A. Rosenbloom

 cc: LabStyle Innovations Corp.

    5

February 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.
 Registration Statement on Form S -1
Filed January 16, 2013
  File No. 333 -186054

Dear Dr. Fuerst :

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.

General
1. Please provide your analysis of how you may properly register on a secondary basis the
shares to be issued in the second and third traunches of the August private placement at
this time.   Please address specifically the significant time that will elapse be tween the
effectiveness of the registration statement and each closing.   See for guidance Securities
Act Sections  Compliance and Disclosure Interpretation Question 139.11.

2. We note your conclusion that investors are irrevocably bound to make purchases in the
second  and third traunches of the August private placement.  Please tell us how you
considered (1) that such purchases are contingent upon your listing on the OTCBB and
(2) that investors’ obligations appear to be assured by an unsecured promissory note, in
conc luding that investors were irrevocably bound.

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

 Our Company, page 1

3. We note your response to our prior comment number 7.  Please identify your regulatory
consultants and provide an expert consent or advise.  In addition, please provide
additional informati on about the basis for the conclusion that the study would be
sufficient to obtain regulatory approvals.  Finally, discuss the basis for your conclusion
that you would obtain EU approval in 2013, and provide more information about the
expected timing for F DA approval.

Executive Compensation, page 63
4. We note your response to our prior comment 12.  However, please provide the disclosure
required by Item 402(p) and (r) of Regulation S -K.

Selling Stockholders, page 78

5. We note your response to our prior comm ent number 13.  Since it is unlikely that specific
performance would be an available remedy for breach of the Consulting Agreement by
the selling shareholder, please tell us why you believe that the purchaser is irrevocably
bound to purchase the subject se curities.  Alternatively, please revise to remove the
securities that have not yet been earned under the Consulting Agreement.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

            Notwithstanding our comments, in the event you request acceleration of th e effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adeq uacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

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

 Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware  of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for u s to review any amendment prior to the requested effective date of the
registration statement.

Please contact Tom Jones at (202) 551 -3602 or me at (202) 551 -3528  with any questions.

Sincerely,

 /s/ Amanda Ravitz

Amanda Ravitz
Assistant Director

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

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.

October 1, 2012

Oren Fuerst , Ph.D.
Chief Executive Officer
LabStyle Innovations Corp.
40 E. Main Street.
Newark, Delaware 19711

Re: LabStyle Innovations Corp.
Draft Registration Statement on Form S-1
Originally Submitted June 26 , 2012
  CIK No. 000153398

Dear Dr. Fuerst :

 We are sending you this letter because you have a draft registration statement under
review by the staff of the Division of Corporation Finance.

 Beginning in April, we adopted temporary policies allowing the submission of  draft
registration statement s using  either the SEC’s mail room or , in May,  a secure email system .  On
October 1, 2012 you will be able to submit  draft registration statements  using EDGAR .  You will
not be required to use EDGAR until the Commission adopts the changes to the EDGAR Filer
Manual for Release 12.2.  We will announce on the Commission’s website when you will be
required to start using EDGAR for your submissions.

 This letter is to provide guidance to you on how to start using the EDGAR system to
submit your draft registration  statements.  You already  have a Central Index Key, or CIK
number, assigned to you.   You will need your CIK number to make your initial filing on
EDGAR and you must take a number of steps to prepare for that filing.  Following the
procedures set forth in S ection 3.3.1.1  of the EDGAR Filer Manual – Volume I at
http://www.sec.gov/info/edgar/edgarfm -vol1-v13.pdf , you must:

 Submit a request to us to convert yo ur EDGAR status  to an electronic fi ler if we
generated the CIK  number  for you .

 Request access codes and passwords to file your  registration statement on the EDGAR
system.   If you already had a CIK number when you submitted your confidential draft,
we used that number and you should confirm that you have your previously obtained
access codes available for filing.

If you need new or replacement EDGAR access codes and passwords, we suggest that
you complete the process to obtain them as soon as possible so that you can use EDG AR
when you are ready to submit your next draft filing .  Please call the Division’s Filer

Oren Fuerst, Ph.D.
LabStyle Innovations Corp.
October 1, 2012
Page 2

 Support team at 202 -551-8900 (choose option number four) if you have questions about
this process.   If you do call, please make sure to tell us that we have already a ssigned a
CIK number to your company and have that number readily available.

 Make  any necessary changes to your contact information and business and mailing
addresses in EDGAR prior to making your initial filing so we can contact you about your
filing.   You should make sure that you list your secure email address in your EDGAR
information, since that is the address the staff will use to send you comment letters.   See
Volume 1, section 5 of the EDGAR Filer Manual on how to make Company data
modifications .

 Once you have your EDGAR access codes, login to the EDGAR Filer Website at
https://www.edgarfiling.sec.gov .  Select “Draft Reg. Statement” on the left hand side of the
opening page and proceed to attach y our draft submission  as described  in the EDGAR Filer
Manual  and the d etailed instructions that are posted on the SEC Website at
http://www.sec.gov/divisions/corpfin/guida nce/drsfilingprocedures.pdf .

 When you make your first EDGAR draft submission, you should submit it as a new draft
registration statement, even if it is an amendment to a previously submitted version.  In addition
to the new draft, i n this first EDGAR submission, you should  also:

 Attach each previously submitted draft registration statement , including exhibits, to your
initial registration statement as a separate Exhibit 99 document and clearly identify each
confidential submission attached as an Exhib it 99 document (e.g., EX-99.1 “Original
Draft Registration Statement, dated xx/xx/2012” ).  Do not attach submissions marked to
show changes from earlier submissions.

 Submit each item of correspondence you sent to us in connection with your draft
submissions, including your responses to our comments, as a separate “COVER”
document within the submission.

If you intend to use Rule 83 (17 CFR 200.83) to request confidenti al treatment of
information in the correspondence you submit on EDGAR, please properly mark that
information in each of your confidential submissions to us so we do not repeat or refer to
that information in our comment letters to you.

Oren Fuerst, Ph.D.
LabStyle Innovations Corp.
October 1, 2012
Page 3

 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, Staff Attorney , at 202-551-
3602 or me at (202) 551 -3528  with any other questions.

Sincerely,

 /s/ Amanda Ravitz

Amanda Ravitz
Assistant Director

July 23, 2012

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

Re: LabStyle Innovations Corp.
 Confidential Draft Registration Statement on Form S -1
Submitted June 26, 2012
  CIK No. 0001533998

Dear Dr. Fuerst :

We have reviewed your 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 filing your registration stateme nt 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 confidential draft registration statement or filed registration statement,  we may have
additional comments .

Calculation of Registration Fee Table
1. Please tell us why you calculated your registration fee based on your private placement.
General
2. As suggested by your disclosure on page 37, there appears to be at least one other p roduct
available for commercial sale that provides the same functionality you intend your
product to have and that even has a very similar appearance to your propos ed prototype.
In addition, numerous commercially available products provide an electronic glucose
monitoring function with an interface to computing devices.  In light of the fact that you
do not appear to have a working prototype, any regulatory clearanc es or a definitive plan
to manufacture or bring your proposed product to market, please revise throughout to

Oren Fuerst, Ph.D.
Chief Executive Officer
LabStyle Innovations Corp.
July 23, 2012
Page 2

 explain in more detail what advantage your proposed product is expected to have in the
marketplace.

3. Since you appear to qualify as an “emerging gr owth company,” as defined in the
Jumpstart Our Business Startups Act, please revise your prospectus to:

 State you election under Section 107(b) of the JOBS Act:
o If you have elected to opt out of the extended transition period for complying
with new or rev ised accounting standards pursuant to Section 107(b), include
a statement that the election is irrevocable; 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 revised 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 comparable to companies that comply with public
company effective dates.  Include a similar statement in your critical
accounting policy disclosures.

In addition, consider describing the extent to which any of these exemptions are available
to you as a Smaller Reporting Company.
Prospectus Cover Page
4. Please clarify that this prospectus also relates to the offer for sale of shares of common
stock issuable upon exerci se of warrants.  In addition, disclose the exercise price of the
warrants and when the warrants expire.
5. Please expand the appropriate section of the prospectus to provide the disclosure required
by Item 505 of Regulation S -K.

Prospectus Summary, page 1
6. Please revise the forepart of your summary to disclose your assets, liabilities and net loss
for the most recent audited period and stub period.  Also, revise the forepart to disclose
that you expect to incur a minimum of approximately $2.5 million in expen ses in order to
effectuate your business for the next twelve months and that you believe that your funds
are sufficient to effectuate your business until August 2012.  We note the disclosure in
the first and seventh paragraphs on page 12.

Oren Fuerst, Ph.D.
Chief Executive Officer
LabStyle Innovations Corp.
July 23, 2012
Page 3

 7. Please note that marketing language is inappropriate in a disclosure document. For
example, we note your references on page 1 to “exciting” technology and “novel and
sleek” design.  Please remove these marketing statements from your prospectus.
8. Since you do not appear to h ave sold any products, please revise throughout to remove
claims about the characteristics of your product or its benefits, or revise to indicate that
they represent management’s belief.  Examples include the disclosure on page 1 about
“potential to replac e the need for stand alone glucose meters” and “potential to cover
dozens of laboratory tests” and disclosure on page 2 about “clinical equivalence” and
“usability superiority.”
9. Please provide us copies of the sources of all third -party data included in t he filing.
Please mark the materials so that they are keyed to the disclosure.  For factual industry
claims which currently do not have a source, please provide one.  For sources which are
several years old, tell us why you cannot provide more current dat a.

Our future performance will depend on the continued engagement, page 8

10. Please add a risk factor to highlight the risks concerning conflicts of interests.  For
example, we, note the disclosure in the last paragraph on page 49 that Dr. Fuerst is the
chairman of several other companies.

As our management and principal research and development activities are in Israel, page 12

11. Please add a risk factor to highlight that there may be difficulties in attempting to enforce
liabilities based upon U.S. securities laws against your non -U.S. resident directors and
officers.

We face intense competition in the self monitoring blood glucose markets, page 15

12. Please revise here and throughout to remove references to well known, established
companies as it is not clear you will compete with their operations any time in the near
future.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
30

Formation and Our 2011 -2012 Private Placement, page 30

13. Please reconcile for us t he number of shares and proceeds as described in this discussion
of your private placement s to the shares and proceeds disclosed  in Note 8 to the Financial
Statements as well as  your Statements of Changes in Stockholders’ Equity.

Oren Fuerst, Ph.D.
Chief Executive Officer
LabStyle Innovations Corp.
July 23, 2012
Page 4

 Plan of Operation, page 32

14. Please revise here and in the business section to clearly discuss each step you must take
to reach commercialization of your proposed product and your estimated timelines and
capital needed to achieve that step.  For example, you state that you will requ ire a clinical
trial, but do not explain what the trial will consist of, how much it will cost and when it is
expected to begin and end.

Business, page 34
15. In light of your disclosure at the bottom of page 2 that you are continuing to advance
towards finalization of the commercial design for GlucoWay, the pictures of your product
on pages 34, 35 and 37 appear premature.  Please revise to remove or tell us how  the
pictures aid an investor’s understanding of your business.

Our Initial Product, page 35

16. Please expand the disclosure in the second paragraph on page 36 to disclose the extent to
which you have advanced the development of the critical software and th e progress made
in developing the backend data collection.  Also, disclose any material hurdles regarding
such development.

17. Revise the final carry -over bullet point on page 36 to explain how you believe you will be
able to convince people to test their bl ood more frequently, especially in light of the
expected cost of the test strips.

18. Given your disclosure on page 7 that you are “only in the early stages of development,”
please tell us the basis for your belief that the cost of your test strips will be si milar to the
your estimate of your competitors’ cost and that your costs will be competitive or lower
than those of the leading glucometers.  We note the disclosure in the first bullet point on
page 37.

Government Regulation, page 42
19. We note the disclosur e in the last full paragraph on page 43 about South Africa, Russia,
India and Brazil and your disclosure on page 2 about initial market launches in the
European market and your plan to explore launching your product in Brazil and India.
Please expand this  section to disclose material government regulations applicable to your
business where you intend to sell your products.

Oren Fuerst, Ph.D.
Chief Executive Officer
LabStyle Innovations Corp.
July 23, 2012
Page 5

 Management, page 49
20. Please revise to remove the disclosure about the business experience of your officers and
directors that reads like a marketing document or resume.  For example, we note the
disclosure on page 49 about a “global network of angel investors” and the disclosure on
page 50 about “one of the largest mobile phone service companies” and “one of the
largest colleges” in Is rael.  Also, revise to remove such disclosure about the business
experience of your key employees.  For example, we note the disclosure about a “proven
track record” and “prolific inventor” on pages 51 and 52, respectively.

Principal Stockholders, page 60
21. Please revise the table to include all shares owned by Mr. Stern.  We note the disclosure
in footnotes 4, 5 and 6.  Please see Rule 13d -3 under the Exchange Act.

Selling Stockholders, page 68
22. Please tell us whether any of the selling stockholders holder s are broker -dealers or
affiliates of a broker -dealer.
23. We note the disclosure in footnote 3 concerning Mr. Allen and the three entities.  Tell us
why you have not included Mr. Allen in the table on page 60.

Where you can find more information, page 75
24. We note the disclosure in the penultimate sentence of this section that you will file proxy
statements.  If you intend to file a registration statement to register a class of securities
under Section 12 of the Exchange Act, tell us when you plan to file the  registration
statement; if not, revise to add appropriate risk factor disclosure explaining the significant
difference in your reporting obligations under the Exchange Act as a result of this
decision, particularly regarding the automatic reporting suspen sion in Section 15(d) and
the applicability of Section 16 and the proxy rules.

Index to Financial Statements, page F -1

25. Consideration should be given on an ongoing basis to the updating requirements of Rule 8 -08
of Regulation S -X.

Statements of Changes in Stockholders’ Equity, page F -6
26. Revise to disclose the date and number of shares of stock or other equity securities issued
for cash or other consideration for each transaction since inception.  Refer to FASB ASC

Oren Fuerst, Ph.D.
Chief Executive Officer
LabStyle Innovations Corp.
July 23, 2012
Page 6

 915-215-45-1. Alternatively, please tell us how your current disclosure meets the
requirements of paragraph 45 -1 or why such disclosure is not required.

Exhibit 23.1

27. Please provide a currently dated consent from your independent accountant as required
by Item 601(b)(23)(i ) of Regulation S -K prior to requesting effectiveness.

General

Please supplementally provide us with any written materials that you or anyone
authorized to do so on your behalf provide in reliance on Section 5(d) of the Securities Act to
potential inves tors that are qualified institutional buyers or institutional accredited investors.
Similarly, please supplementally provide us with any research reports about you that are
published or distributed in reliance upon Section 2(a)(3) of the Securities Act  of 1933 added by
Section 105(a) of the J umpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

If you intend to respond to these comments with an amended draft registration statement ,
please s ubmit it and any associated correspondence in text searchable PDF file s using the secure
e-mail system we describe on our website at
http://www.sec.gov/divisio ns/corpfin/cfannouncements/cfsecureemailinstructions.pdf .

Please use your Central Index Key, or CIK number, in your correspondence to us about
your submission.   If you did not have one when you submitted your confidential draft
registration statement, we  assigned one to you. You will need your CIK number to make your
initial filing on EDGAR and you must take a number of steps to prepare for that filing.
Following the procedures set forth in Section 3.3.1.1 , of the EDGAR Filer Manual – Volume I at
http://www.sec.gov/info/edgar/edgarfm -vol1-v12.pdf , you must:

 Submit a request to us to convert your EDGAR status from a paper to an electronic filer
if we generated the CIK  number  for you .

 Request access codes and passwords to file your  registration statement on the EDGAR
system.   If you already had a CIK number when you submitted your confidential draft,
we used that number and you should confirm that you have your access codes available
for filing.

If you need new or replacement EDGAR access codes and passwords, we suggest that
you complete the process to obtain them well in advance of your targeted filing date.
Please call the Division’s Filer Support team at 202 -551-8900 (choose option  number
four) if you have questions about this process.   If you do call, please make sure to tell us

Oren Fuerst, Ph.D.
Chief Executive Officer
LabStyle Innovations Corp.
July 23, 2012
Page 7

 that we have already assigned a CIK number to your company and have that number
available.

 Make  any necessary changes to your contact information and bu siness and mailing
addresses in EDGAR prior to making your initial filing so we can contact you about your
filing.

When you publicly file your confidential draft registration statement and amendments on
EDGAR in accordance with Section 106(a) of the JOBS  Act, please:

 Attach each submission, including exhibits, to your initial registration statement as a
separate Exhibit 99 document and clearly identify each confidential submission attached
as an Exhibit 99 document (e.g., “Confidential Draft # 1”) .  Do n ot attach submissions
marked to show changes from earlier submissions.

 Submit each item of correspondence you sent to us in connection with your confidential
draft submissions, including your responses to our comments, as a separate “CORRESP”
submission on EDGAR.

As you prepare correspondence to us in connection with your confidential draft
registration statement, please keep in mind that we will expect you to submit that same
correspondence on EDGAR so that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy (SEC Staff to Releas e Filing Review
Correspondence Earlier).   If you intend to use Rule 83 (17 CFR 200.83) to request
confidential treatment of information in the correspondence you submit on EDGAR,
please properly mark that information in each of your confidential submissio ns to us so
we do not repeat or refer to that information in our comment letters to you.

You may contact Dennis Hult at (202) 551 -3618  or Jay Webb 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