SecProbe.io

CORRESP
 1
 filename1.htm

 Beyond
Air, Inc.

 900
Stewart Avenue, Suite 301

 Garden
City, NY 11530

 (516)
665-8200

 September
30, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549

 Re:
 Beyond
 Air, Inc.

 Registration
 Statement on Form S-3

 File
 No. 333-290520

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act, the undersigned respectfully requests that the effective date for the Registration
Statement referred to above be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time on Tuesday, September 30,
2025, or as soon thereafter as practicable.

 Please
contact Avital Perlman, of Sichenzia Ross Ference Carmel LLP at (212) 930-9700, as soon as the Registration Statement has been declared
effective, or if you have any other questions or concerns regarding this matter.

 Very
 truly yours,

 CALIDI
 BIOTHERAPEUTICS, INC.

 By:

 /s/
 Steven Lisi

 Steven
 Lisi

 Chairman
 and Chief Executive Officer

CORRESP
 1
 filename1.htm

 Beyond
Air, Inc.

 900
Stewart Avenue, Suite 301

 Garden
City, NY 11530

 (516)
665-8200

 September
30, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549

 Re:
 Beyond
 Air, Inc.

 Registration
 Statement on Form S-3

 File
 No. 333-290520

 Ladies
and Gentlemen:

 Beyond
Air, Inc., hereby requests withdrawal of its request for the acceleration of effectiveness of the above-referenced registration statement
as set forth in its initial letter dated September 30, 2025.

 Very
 truly yours,

 BEYOND
 AIR, INC.

 /s/
 Steven Lisi

 Steven
 Lisi

 Chairman
 and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 30, 2025

Steven Lisi
Chief Executive Officer
Beyond Air, Inc.
900 Stewart Avenue, Suite 301
Garden City, NY 11530

 Re: Beyond Air, Inc.
 Registration Statement on Form S-3
 Filed September 25, 2025
 File No. 333-290520
Dear Steven Lisi:

 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: Avital Perlman, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Beyond
Air, Inc.

 900
Stewart Avenue, Suite 301

 Garden
City, NY 11530

 (516)
665-8200

 September
30, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549

 Re:
 Beyond
 Air, Inc.

 Registration
 Statement on Form S-3

 File
 No. 333-290520

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act, the undersigned respectfully requests that the effective date for the Registration
Statement referred to above be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time on Tuesday, September 30,
2025, or as soon thereafter as practicable.

 Please
contact Avital Perlman, of Sichenzia Ross Ference Carmel LLP at (212) 930-9700, as soon as the Registration Statement has been declared
effective, or if you have any other questions or concerns regarding this matter.

 Very
 truly yours,

 BEYOND AIR, INC.

 By:

 /s/
 Steven Lisi

 Steven
 Lisi

 Chairman
 and Chief Executive Officer

February 6, 2025
Steven Lisi
Chairman and Chief Executive Officer
Beyond Air, Inc.
900 Stewart Avenue, Suite 301
Garden City, NY 11530
Re:Beyond Air, Inc.
Registration Statement on Form S-3
Filed January 31, 2025
File No. 333-284653
Dear Steven Lisi:
            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 Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Avital Perlman, Esq.

CORRESP
1
filename1.htm

BEYOND
AIR, INC.

900
Stewart Avenue, Suite 301

Garden
City, NY 11530

February
6, 2025

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporate Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Re:
Beyond Air, Inc.

Registration
Statement on Form S-3

Filed
January 31, 2025

File
No. 333-284653

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 PM ET on February 10, 2025,
or as soon thereafter as is practicable.

    Very
    truly yours,

    Beyond
    Air, Inc.

    By:

    /s/
    Steven Lisi

    Chief
    Executive Officer and Chairman

CORRESP
1
filename1.htm

BEYOND
AIR, INC.

900
Stewart Avenue, Suite 301

Garden
City, NY 11530

November
22, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporate Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Juan Grana and Katherine Bagley

Re:
Beyond Air, Inc.

Registration
Statement on Form S-3

File
No. 333-282834

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 PM ET on November 26, 2024,
or as soon thereafter as is practicable.

    Very truly yours,

    Beyond Air, Inc.

    By:
    /s/
    Steven Lisi

    Chief Executive Officer and
    Chairman

CORRESP
1
filename1.htm

November
8, 2024

VIA
EDGAR

Juan
Grana and Katherine Bagley

Division
of Corporation Finance

Office
of Industrial Applications and Services

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    Beyond
    Air, Inc.

    Registration
    Statement on Form S-3 filed on October 25, 2024

    File
    No. 333-282834

Dear
Mr. Grana and Ms. Bagley:

On
behalf of Beyond Air, Inc. (the “Company), this letter responds to comment provided by the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) provided to the Company
on November 4, 2024, regarding the Company’s registration statement on Form S-3 filed on October 25, 2024 (the “Registration
Statement”).

For
your convenience, the Staff’s comment has been restated below and the Company’s response is set forth immediately under the
restated comment. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Registration Statement.

General

 1. Given
                                            the nature of your offering, including the size of the transaction relative to the number
                                            of outstanding shares held by non-affiliates, and that you are registering common shares
                                            held by your Chief Executive Officer, a director, and a controlling shareholder, it appears
                                            that the transaction may be an indirect primary offering on behalf of the registrant. Please
                                            provide us with a detailed legal analysis of your basis for determining that it is appropriate
                                            to characterize the transaction as a secondary offering under Securities Act Rule 415(a)(1)(i).
                                            For guidance, please see Securities Act Rules Compliance and Disclosure Interpretations Question
                                            612.09.

Response:
We have considered the factors set forth in Securities Act Rule Compliance and Disclosure Interpretations (“C&DI”)
612.09, regarding whether a purported secondary offering is really a primary offering in which the selling stockholders are acting
as underwriters selling on behalf of an issuer. Based on the factors set forth in C&DI 612.09, the Company respectfully submits that
the selling stockholders are not acting as underwriters or otherwise as conduits for the Company and that the resale of the shares
of the Company’s common stock to be registered by the Registration Statement (the “Shares”) is not an indirect
primary offering being conducted by or on behalf of the Company. In addition, and after consideration of the Staff’s comment, the
Company will remove the common shares and the shares issuable pursuant to the pre-funded warrants and common warrants
held by Steven Lisi, Chairman and Chief Executive Officer of the Company, and Robert F. Carey, a director of the Company,
from the total Shares to be registered in Amendment No.1 to the Registration Statement (the “Amendment”). Therefore, the
Company intends to register 73,765,634 Shares for resale in the Amendment.

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AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

 T
(212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

Background.

On
September 26, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited
investors for a private placement offering, or the Private Placement, of the Company’s common stock, pre-funded warrants
and common warrants. Pursuant to the Purchase Agreement, the Company sold (i) 24,999,999 common shares together with common
warrants to purchase up to 24,999,999 shares of common stock, and (ii) 15,848,712 pre-funded warrants with each pre-funded
warrant exercisable for one share of common stock, together with common warrants to purchase up to 15,848,712 shares of common
stock. Each common share and accompanying common warrant were sold together at a combined offering price of $0.5043, and each
pre-funded warrant and accompanying common warrant were sold together at a combined offering price of $0.5042 for gross
proceeds to the Company of approximately $20,600,000. The pre-funded warrants have an exercise price of $0.0001 per share, and
the common warrants have an exercise price of $0.38 per share. The Private Placement closed on September 30, 2024. The
common warrants and the pre-funded warrants are collectively referred to as the “warrants”.

Analysis.

In
an effort to assist registrants in determining whether an offering by the selling stockholders may be characterized as a secondary
offering that is eligible to be made on a shelf basis under Rule 415(a)(1)(i), the Staff issued Interpretation 612.09 in its Securities
Act Compliance and Disclosure Interpretations (“C&DI 612.09”). C&DI 612.09 provides as follows:

612.09.
It is important to identify whether a purported secondary offering is really a primary offering, i.e., the selling stockholders
are actually underwriters selling on behalf of an issuer. Underwriter status may involve additional disclosure, including an acknowledgment
of the seller’s prospectus delivery requirements. In an offering involving Rule 415 or Form S-3, if the offering is deemed to be
on behalf of the issuer, the Rule and Form in some cases will be unavailable (e.g., because of the Form S-3 “public float”
test for a primary offering, or because Rule 415(a)(1)(i) is available for secondary offerings, but primary offerings must meet the requirements
of one of the other subsections of Rule 415). The question of whether an offering styled a secondary one is really on behalf of the issuer
is a difficult factual one, not merely a question of who receives the proceeds. Consideration should be given to how long the selling
stockholders have held the shares, the circumstances under which they received them, their relationship to the issuer, the amount
of shares involved, whether the sellers are in the business of underwriting securities, and finally, whether under all the circumstances
it appears that the seller is acting as a conduit for the issuer.

Each
of the above factors mentioned in the last sentence of C&DI 612.09 is considered below.

Factor
1: How Long the Selling Stockholders Have Held the Shares.

Although
the safe harbor provided by Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)
indicates that a holding period of six months is, under certain circumstances, sufficient to evidence investment intent and avoid
being characterized as an “underwriter,” the Commission has recognized that shorter holding periods do not negate investment
intent. As described in CD&I Question 139.11, the Commission regularly permits issuers to register privately issued shares (or in
the case of convertible securities, the convertible security itself) for resale promptly following, or even prior to, the closing of
a private placement transaction:

 1185
                                            AVENUE OF THE AMERICAS | 37th FLOOR | NEW YORK, NY | 10036

 T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

“In
a PIPE transaction, a company will be permitted to register the resale of securities prior to their issuance if 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. 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, either at the time of effectiveness of the resale registration statement
or at any subsequent date. […] There can be no conditions to closing that are within an investor’s control or that an investor
can cause not to be satisfied. For example, closing conditions in capital formation transactions relating to the market price of the
company’s securities or the investor’s satisfactory completion of its due diligence on the company are unacceptable conditions.
The closing of the private placement of the unissued securities must occur within a short time after the effectiveness of the resale
registration statement.”

This
interpretation indicates that the existence of registration rights and a short time between the issuance of the common shares and warrants
and the filing date of the Registration Statement do not preclude the offering from being secondary in nature. The private placement
of the common shares and warrants to the selling stockholders occurred prior to filing the Registration Statement and the
selling stockholders bore market risk at the time of filing the Registration Statement. Further, the selling stockholders
purchased their securities at a set price and there were no conditions to closing that were within the selling stockholders’ control
or that they could cause not to be satisfied.

 We are not aware of any Staff
guidance on Rule 415 addressing the appropriate length of time shares must be held in order to determine whether a purported secondary
offering is really a primary offering. In addition, we are not aware that the Staff has taken the position that the period of time elapsing
between a closing and effectiveness of a registration statement has raised concerns about whether the offering is a valid secondary offering,
and the Company believes such a position would be inconsistent with C&DI Question 139.11 mentioned above, which allows inclusion
of the securities sold after a registration statement is filed if the registration statement is not yet effective.

 Finally, the selling stockholders
participated in the Private Placement with the knowledge that they might not be able to exit their positions at a profit, and they provided
representations in the Purchase Agreement that they purchased the securities with the intent to invest, rather than to effect a distribution,
as an underwriter would have. The selling stockholders have already been subject to the full investment risk associated with ownership
of the Company’s equity securities for over one month, and even if the Registration Statement were immediately declared effective
it may be several months or longer before the selling stockholders could resell all of the Shares which the Company is seeking to register.
Accordingly, the selling stockholders cannot be compared to underwriters as underwriters (by definition) do not take long term risk on
an issuer’s equity securities.

Factor
2: The Circumstances Under Which the Selling Stockholders Received Their Shares.

The
selling stockholders acquired the common shares and warrants as part of the Purchase Agreement in a bona fide private placement
transaction pursuant to an exemption from registration under Section 4(2) or Regulation D of the Securities Act. The Purchase Agreement
provides that the Company is obligated to register the resale of the Shares pursuant to the terms of a registration rights agreement
(the “Registration Rights Agreement”). Such registration rights are customary in private placements of this nature.

Section
2(c)(ii) of the Securities Act defines “underwriter” as any person who has purchased from an issuer with a view to, or offers
or sells for an issuer in connection with, the distribution of any security or participates or has a direct or indirect participation
in any such undertaking, or participates or has a participation in the direct or indirect underwriting of any such undertaking. In the
Purchase Agreement, each selling stockholder made customary investment and private placement representations to the Company, including
that (i) it is acquiring the common shares and warrants as principal for its own account and has no direct or indirect arrangement
or understandings with any other persons to distribute or regarding the distribution of the common shares and warrants or the
shares issuable upon exercise of the warrants, (ii) as of the date of the Purchase Agreement it is, and on each date on which
it exercises any warrants it will be, an “accredited investor” as defined in Rule 501 of Regulation D promulgated
under the Securities Act, and agrees that the common shares and warrants will contain restrictive legends when issued, and none
of the common shares and warrants, nor the shares issuable upon exercise of the warrants will be registered under the Securities
Act, except as provided in the registration rights provision of the Purchase Agreement and the Registration Rights Agreement.

The
Company is neither aware of any evidence that would indicate that these representations were false nor aware of any evidence that the
selling stockholders have any plan to act in concert to effect a distribution of the Shares. The selling stockholders
purchased the securities in an arm’s length transaction in circumstances that do not indicate that they would be an
underwriter. The Company is not aware of any selling stockholder being a broker dealer or being affiliated with a broker-dealer.

Furthermore,
the Company is not aware of any evidence that a distribution would occur if the Registration Statement is declared effective. Under the
Commission’s rules, a “distribution” requires special selling efforts. Rule 100(b) of Regulation M defines a “distribution”
as “an offering of securities, whether or not subject to registration under the Securities Act, that is distinguished from ordinary
trading transactions by the magnitude of the offering and the presence of special selling efforts and selling methods.” There is
nothing to suggest that any special selling efforts or selling methods by or on behalf of the selling stockholders has or would
take place if the Registration Statement is declared effective. The Company also is not aware of any facts to suggest that the selling
stockholders have taken any actions to condition or prime the market for the potential resale of the Shares.

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AVENUE OF THE AMERICAS | 37th FLOOR | NEW YORK, NY | 10036

 T (212) 930 9700 | F
(212) 930 9725 | WWW.SRF.LAW

Factor
3: The Selling Stockholders’ Relationship to the Company.

 The Company has determined
to remove Mr. Lisi’s and Mr. Carey’s Shares from the Registration Statement, so no Shares are held by an officer or
director of the Company or by any other shareholder with the power to control the Company’s business and affairs. The Company
has confirmed to us that no selling stockholder, despite the number of securities held or its filing of a Schedule 13G, has the
power to control the Company or its affiliates. To the Company’s knowledge, at no time has a selling stockholder been
affiliated with or acted as a securities broker-dealer or representative thereof.

 Prior to entering into the Purchase
Agreement, and except for a loan by Avenue Venture Opportunities Fund, L.P. and Avenue Venture Opportunities Fund II, L.P., which
has since been repaid in full, or prior investments on an arms-length basis, the Company had no relationship with the selling
stockholders. The selling stockholders were not provided with any control over the Company’s business pursuant to the Purchase
Agreement, neither the selling stockholders or any of their affiliates is an affiliate of the Company and each of the selling
stockholders do not act as a financial advisor or fiduciary of the Company.

The
registration rights granted to the selling stockholders under the Registration Rights Agreement are customary and are not
indicative of any desire of the selling stockholders to sell or distribute the Shares on behalf of the Company, or at all. The
selling stockholders negotiated for such customary registration rights for a variety of business reasons, and the registration
rights were not granted by the Company for the purpose of conducting an indirect primary offering. Absent the contractual obligation
contained i

November 4, 2024
Steven Lisi
Chief Executive Officer
Beyond Air, Inc.
900 Stewart Avenue, Suite 301
Garden City, NY 11530
Re:Beyond Air, Inc.
Registration Statement on Form S-3
Filed October 25, 2024
File No. 333-282834
Dear Steven Lisi:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-3 filed October 25, 2024
General
1.Given the nature of your offering, including the size of the transaction relative to the
number of outstanding shares held by non-affiliates, and that you are registering
common shares held by your Chief Executive Officer, a director, and a controlling
shareholder, it appears that the transaction may be an indirect primary offering on
behalf of the registrant. Please provide us with a detailed legal analysis of your basis
for determining that it is appropriate to characterize the transaction as a secondary
offering under Securities Act Rule 415(a)(1)(i). For guidance, please see Securities
Act Rules Compliance and Disclosure Interpretations Question 612.09.

November 4, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545
with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Avital Perlman, Esq.

CORRESP
1
filename1.htm

Beyond
Air, Inc.

900
Stewart Avenue, Suite 301

Garden
City, NY 11530

August
28, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Beyond
    Air, Inc.

    Registration
    Statement on Form S-3

    Filed
    August 20, 2024

    File
    No. 333-281667

    Request
    for Acceleration of Effective Date

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Beyond Air, Inc. hereby requests that
the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 (the
“Registration Statement”) to become effective on August 30, 2024, at 4:30 p.m. Eastern Time, or as soon thereafter
as is practicable.

Once
the Registration Statement has been declared effective, please orally confirm that event with Stephen M. Nicolai of Hogan Lovells US
LLP at (267) 675-4642.

    Beyond
    air, inc.

    By:

    /s/
    Douglas Larson

    Name:

    Douglas
    Larson

    Title:

    Chief
    Financial Officer

August 27, 2024
Steven Lisi
Chief Executive Officer
Beyond Air, Inc.
900 Stewart Avenue, Suite 301
Garden City, NY 11530
Re:Beyond Air, Inc.
Registration Statement on Form S-3
Filed August 20, 2024
File No. 333-281667
Dear Steven Lisi:
            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 Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Stephen M. Nicolai

CORRESP
1
filename1.htm

Beyond
Air, Inc.

900 Stewart Avenue, Suite 301

Garden
City, NY 11530

August
17, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

  Re:
  Beyond Air, Inc.

  Registration Statement on
  Form S-3

  Filed August 11, 2023

  File No. 333-273942

  Request for Acceleration
  of Effective Date

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Beyond Air, Inc. hereby requests that
the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 (the
“Registration Statement”) to become effective on August 21, 2023, at 4:30 p.m. Eastern Time, or as soon thereafter
as is practicable.

Once
the Registration Statement has been declared effective, please orally confirm that event with Stephen M. Nicolai of Hogan Lovells US
LLP at (267) 675-4642.

    Beyond
    air, inc.

    By:

    /s/
    Douglas Larson

    Name:

    Douglas
    Larson

    Title:

    Chief
    Financial Officer

United States securities and exchange commission logo
August 16, 2023
Steven Lisi
Chairman and Chief Executive Officer
Beyond Air, Inc.
900 Stewart Avenue, Suite 301
Garden City, NY 11530
Re:Beyond Air, Inc.
Registration Statement on Form S-3
Filed August 11, 2023
File No. 333-273942
Dear Steven Lisi:
            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 Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Stephen Nicolai, Esq.

CORRESP
1
filename1.htm

Beyond
Air, Inc.

900 Stewart Avenue, Suite 301

Garden
City, NY 11530

January
28, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Beyond
    Air, Inc.

    Registration
    Statement on Form S-3

    Filed
    January 24, 2022

    File
    No. 333-262311

    Request
    for Acceleration of Effective Date

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Beyond Air, Inc. hereby requests that
the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 (the
“Registration Statement”) to become effective on February 1, 2022, at 4:30 p.m. Eastern Standard Time, or as soon
thereafter as is practicable.

Once
the Registration Statement has been declared effective, please orally confirm that event with Stephen M. Nicolai of Hogan Lovells US
LLP at (267) 675-4642.

    Beyond
    air, inc.

    By:

    /s/
    Douglas Larson

    Name:

    Douglas
    Larson

    Title:

    Chief
    Financial Officer

United States securities and exchange commission logo
January 27, 2022
Steven Lisi
Chairman and Chief Executive Officer
Beyond Air, Inc.
900 Stewart Avenue, Suite 301
Garden City, NY 11530
Re:Beyond Air, Inc.
Registration Statement on Form S-3
Filed January 24, 2022
File No. 333-262311
Dear Mr. Lisi:
            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 Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Stephen M. Nicolai

United States securities and exchange commission logo
January 22, 2021
Steven Lisi
Chief Executive Officer
Beyond Air, Inc.
825 East Gate Blvd., Suite 320
Garden City, NY 11530
Re:Beyond Air, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed January 12, 2021
File No. 001-38892
Dear Mr. Lisi:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Stephen M. Nicolai, Esq.

United States securities and exchange commission logo
January 21, 2021
Steven Lisi
Chief Executive Officer
Beyond Air, Inc.
825 East Gate Blvd., Suite 320
Garden City, NY 11530
Re:Beyond Air, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed January 12, 2021
File No. 001-38892
Dear Mr. Lisi:
            We have reviewed your filing and have the following comment.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Proposal No. 5, page 39
1.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.” Please disclose whether this provision applies to actions arising under
the Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder. If this provision does not
apply to actions arising under the Exchange Act, please also ensure that the exclusive
forum provision in the governing documents states this clearly, or tell us how you will
inform investors in future filings that the provision does not apply to any actions arising
under the Exchange Act.
            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.

 FirstName LastNameSteven Lisi
 Comapany NameBeyond Air, Inc.
 January 21, 2021 Page 2
 FirstName LastName
Steven Lisi
Beyond Air, Inc.
January 21, 2021
Page 2
            Please contact Ada D. Sarmento at 202-551-3798 or Celeste Murphy at 202-551-3257
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Stephen M. Nicolai, Esq.

CORRESP
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    Hogan
        Lovells US LLP

        1735
        Market Street, Floor 23

        Philadelphia,
        PA 19103

        T
        +1 267 675 4600

        F
        +1 267 675 4601

        www.hoganlovells.com

January
21, 2021

VIA
EDGAR

Office
of Life Sciences

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

Attn:
Ada D. Sarmento

    Re:
    Beyond
    Air, Inc.

    Preliminary
    Proxy Statement on Schedule 14A

    Filed
    January 12, 2021

    File
    No.: 001-38892

Dear
Ms. Sarmento:

On
behalf of our client, Beyond Air, Inc. (the “Company”), we submit this letter in response to the comment
letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission on January
21, 2021 relating to the above referenced Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”).
The Company is concurrently filing an updated Preliminary Proxy Statement (the “Updated Preliminary Proxy Statement”).
Set forth below is the Staff’s comment in bold type, followed by the response submitted on behalf of the Company.

Preliminary
Proxy Statement on Schedule 14A

Proposal
No. 5, page 39

    1.

    We
    note that your forum selection provision identifies the Court of Chancery of the State of Delaware as the exclusive forum
    for certain litigation, including any “derivative action.” Please disclose whether this provision applies to actions
    arising under the Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction
    over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.
    If this provision does not apply to actions arising under the Exchange Act, please also ensure that the exclusive forum provision
    in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision
    does not apply to any actions arising under the Exchange Act.

Hogan
Lovells US LLP is a limited liability partnership registered in the District of Columbia. “Hogan Lovells” is an international
legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore
Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong
Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Moscow Munich New York
Northern Virginia Paris Perth Philadelphia Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo
Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Riyadh Shanghai FTZ Ulaanbaatar Zagreb. Business Service Centers:
Johannesburg Louisville. Legal Services Center: Berlin. For more information see www.hoganlovells.com

    -
    2 -
    January
    21, 2021

Company
Response:

The
forum selection provision in the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate
of Incorporation”), identifying the Court of Chancery of the State of Delaware as the exclusive forum for certain
litigation, including any “derivative action”, does not apply to suits arising under the Securities Exchange Act of
1934, as amended (the “Exchange Act”). The Company has updated the disclosure on page 39 of the Updated
Preliminary Proxy Statement and will acknowledge in risk factor disclosure in its Quarterly Report on Form 10-Q for the quarterly
period ended December 31, 2020 and in future filings that the portion of the Certificate of Incorporation requiring the Court
of Chancery of the State of Delaware to be the exclusive forum for certain suits would not apply with respect to suits arising
under the Exchange Act.

Should
the Staff have additional questions or comments concerning the foregoing, please do not hesitate to contact me at (267) 675-4671
or steve.abrams@hoganlovells.com.

    Sincerely,

    /s/
    Steven J. Abrams

    Steven
    J. Abrams

    cc:
    Adam
    Newman, Beyond Air, Inc.

United States securities and exchange commission logo
May 6, 2020
Steven Lisi
Chairman and Chief Executive Officer
Beyond Air, Inc.
825 East Gate Blvd., Suite 320
Garden City, NY 11530
Re:Beyond Air, Inc.
Registration Statement on Form S-3
Filed May 1, 2020
File No. 333-237958
Dear Mr. Lisi:
            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 Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Avital Perlman, Esq.

CORRESP
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BEYOND
AIR, INC.

May
7, 2020

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporate Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Jeffrey Gabor

    Re:
    Beyond Air, Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-237958

Ladies
and Gentleman,

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective
date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:30 PM ET on Monday,
May 11, 2020, or as soon thereafter as is practicable.

    Very truly yours,

    Beyond Air, Inc.

    By:

    /s/
    Steven Lisi

    Chief
    Executive Officer and Chairman

January 21, 2020
Steven Lisi
Chairman and Chief Executive Officer
Beyond Air, Inc.
825 East Gate Blvd., Suite 320
Garden City, New York 11530
Re:Beyond Air, Inc.
Registration Statement on Form S-1
Filed January 14, 2020
File No. 333-235915
Dear Mr. Lisi:
            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 Chris Edwards at (202) 551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Avital Perlman, Esq.

CORRESP
1
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BEYOND
AIR, INC.

January
21, 2020

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporate Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Re:
Beyond Air, Inc.

Registration
Statement on Form S-1

File
No. 333-235915

Ladies
and Gentleman,

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective
date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:30 PM ET on Thursday,
January 23, 2020, or as soon thereafter as is practicable.

    Very
    truly yours,

    Beyond
    Air, Inc.

    By:
    /s/
    Steven Lisi

    Chief
    Executive Officer and Chairman

CORRESP
1
filename1.htm

Beyond
Air, Inc.

825
East Gate Blvd., Suite 320

Garden
City, New York 11530

September
9, 2019

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

Attn:
Timothy Buchmiller

    Re:
    Beyond
        Air, Inc.

        Registration
        Statement on Form S-3

        File
        No. 333-233283

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Beyond
Air, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to
above be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on September 11, 2019, or as soon thereafter
as possible.

The
Company hereby confirms that it is aware of its responsibilities under the Act, and the Securities Exchange Act of 1934, as amended,
as they relate to the proposed offering of the securities specified in the registration statement. The Company hereby acknowledges
that:

1)
should the Securities and Exchange Commission (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;

2)
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

3)
the Company may not assert 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/
    Steven Lisi

    Steven
    Lisi, Chief Executive Officer

    Cc:
    Gregory
    Sichenzia, Esq.

    Adam Newman, Esq.

CORRESP
1
filename1.htm

Beyond
Air, Inc.

825
East Gate Blvd., Suite 320

Garden
City, New York 11530

    September
    6, 2019

Securities
and Exchange Commission

100
F Street N.E.

Washington,
D.C. 20549

Division
of Corporation Finance

Attention:
Timothy Buchmiller

    Re:
    Beyond
    Air, Inc.

    Registration
    Statement on Form S-3

    Filed
    August 14, 2019

    File
    No. 333-233283

Dear
Mr. Buchmiller:

In
response to the comments from the staff of the Commission in your letter dated August 30, 2019 on the Registration Statement on
Form S-3 (the “Registration Statement”) of Beyond Air, Inc. (the “Company”), we have filed Amendment No.
1 (the “Amendment”) to the Registration Statement and respond to the comments as follows:

Amended
and Restated Certificate of Incorporation and By-Law Provisions, page 20

    1.
    We
    note that your forum selection provision identifies the Court of Chancery of the State of Delaware as the exclusive forum
    for certain litigation, including any “derivative action.” Please revise your prospectus to clearly describe any
    risks or other impacts on investors. Risks may include, but are not limited to, increased costs to bring a claim and that
    these provisions can discourage claims or limit investors’ ability to bring a claim in a judicial forum that they find
    favorable. Also disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that
    regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce
    any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities
    Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created
    by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please also
    revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision and that investors
    cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

    Response:

    The
    Company has included a new risk factor on page 9 of the Amendment to address this comment.

Signatures,
page II-5

    2.
    Please
    indicate below the second paragraph of text required on the Form S-3 Signatures page who is signing your document in the capacity
    of principal accounting officer or controller.

    Response:

    The
    signature page to the Amendment includes new language that is responsive to this comment.

Please
contact Avital Perlman at (646) 810-0610 with any questions.

    Sincerely,

    /s/
    Steven Lisi

    Chief
    Executive Officer

    cc:
    Gregory
    Sichenzia, Esq.

    Adam
    Newman, Esq.

August 30, 2019
Steven Lisi
Chairman and Chief Executive Officer
Beyond Air, Inc.
825 East Gate Blvd., Suite 320
Garden City, New York 11530
Re:Beyond Air, Inc.
Registration Statement on Form S-3
Filed August 14, 2019
File No. 333-233283
Dear Mr. Lisi:
            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.  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.
Registration Statement on Form S-3 filed August 14, 2019
Amended and Restated Certificate of Incorporation and By-Law Provisions, page 20
1.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.”  Please revise your prospectus to clearly describe any risks or other impacts on
investors.  Risks may include, but are not limited to, increased costs to bring a claim and
that these provisions can discourage claims or limit investors’ ability to bring a claim in a
judicial forum that they find favorable.  Also disclose whether this provision applies to
actions arising under the Securities Act or Exchange Act.  In that regard, we note that
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought
to enforce any duty or liability created by the Exchange Act or the rules and regulations
thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal

 FirstName LastNameSteven Lisi
 Comapany NameBeyond Air, Inc.
 August 30, 2019 Page 2
 FirstName LastName
Steven Lisi
Beyond Air, Inc.
August 30, 2019
Page 2
and state courts over all suits brought to enforce any duty or liability created by the
Securities Act or the rules and regulations thereunder.  If the provision applies to
Securities Act claims, please also revise your prospectus to state that there is uncertainty
as to whether a court would enforce such provision and that investors cannot waive
compliance with the federal securities laws and the rules and regulations thereunder.
Signatures, page II-5
2.Please indicate below the second paragraph of text required on the Form S-3 Signatures
page who is signing your document in the capacity of principal accounting officer or
controller.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Tim Buchmiller at (202) 551-3635 or Russell Mancuso, Branch Chief, at
(202) 551-3617 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Avital Perlman, Esq.

CORRESP
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Beyond
Air, Inc.

825
East Gate Blvd., Suite 320

Garden
City, New York 11530

June
28, 2019

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

Attn:
Michael Fay

    Re:
    AIT
                                         Therapeutics, Inc.

        Registration
        Statement on Form S-3

        Filed
        May 13, 2019

        File
        No. 333-231416

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Beyond
Air, Inc., formerly AIT Therapeutics, Inc. (the “Company”) respectfully requests that the effective date of the
registration statement referred to above be accelerated so that it will become effective at 9:30 a.m., Eastern Time, on
July 2, or as soon thereafter as possible.

The
Company hereby confirms that it is aware of its responsibilities under the Act, and the Securities Exchange Act of 1934, as amended,
as they relate to the proposed offering of the securities specified in the registration statement. The Company hereby acknowledges
that:

1)
should the Securities and Exchange Commission (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;

2)
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

3)
the Company may not assert 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/
                                         Steven Lisi

  Steven
Lisi, Chief Executive Officer

Cc: Gregory
Sichenzia, Esq.

  Avital
Perlman, Esq.

May 23, 2019
Steven Lisi
Chairman & Chief Executive Officer
AIT Therapeutics, Inc.
825 East Gate Blvd., Suite 320
Garden City, New York 11530
Re:AIT Therapeutics, Inc.
Registration Statement on Form S-3
Filed May 13, 2019
File No. 333-231416
Dear Mr. Lisi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Fay at 202-551-3812 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Avital Perlman, Esq.

October 12, 2018
Steven Lisi
Chief Executive Officer
AIT Therapeutics, Inc.
825 East Gate Boulevard, Suite 320
Garden City, NY 11530
Re:AIT Therapeutics, Inc.
Registration Statement on Form S-1
Filed October 3, 2018
File No. 333-227681
Dear Mr. Lisi:
            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 Thomas Jones at 202-551-3602 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Gregory Sichenzia, Esq.

CORRESP
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AIT
THERAPEUTICS

October
11, 2018

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Re:
AIT Therapeutics, Inc. (the “Company”)

Registration
Statement on Form S-1

File
No. 333-227681

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective
date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30 p.m. on Friday,
October 12, 2018, or as soon thereafter as is practicable.

    Very truly yours,

    AIT THERAPEUTICS, INC.

    By:

    /s/
    Steven Lisi

    Steven
    Lisi

    Chief
    Executive Officer

CORRESP
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AIT THERAPEUTICS, INC.

500 Mamaroneck Avenue, Suite 320

Harrison, NY 10528

May 7, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Tom Jones

Re:

AIT Therapeutics, Inc.

Registration Statement on Form S-1, as amended

Filed March 28, 2018

File No. 333-223988

Dear Mr. Jones:

On behalf of AIT Therapeutics, Inc. (the “Company”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement on Form S-1, as amended, be accelerated to 4:00 p.m., Washington, D.C. time, on May 9, 2018, or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such time.

Once the Registration Statement has been declared effective, we respectfully request that you orally confirm that event with our counsel, Latham & Watkins LLP, by calling Peter N. Handrinos at (617) 948-6060 or Brandon Bortner at (202) 637-2117.

 If you have any questions regarding the foregoing, please do not hesitate to contact Peter N. Handrinos at (617) 948-6060 or Brandon Bortner at (202) 637-2117, of Latham & Watkins LLP. Thank you in advance for your consideration.

AIT THERAPEUTICS, INC.

By: /s/ Steven Lisi

Name: Steven Lisi

Title:   Chief Executive Officer and Chairman of the Board of Directors

cc:        Peter N. Handrinos, Latham & Watkins LLP

            Brandon Bortner, Latham & Watkins LLP

Mail Stop 3030
June 1 5, 2017

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

Re: AIT Therapeutics, Inc.
Registration Statement on Form S-1
Filed June 9, 2017
 File No. 333 -218626

Dear M r. Avniel :

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: Robert L Grossman, Esq.

CORRESP
1
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AIT Therapeutics, Inc.

2 Ilan Ramon, Science Park

Ness Ziona, 7403635 Israel

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:     Amanda Ravitz

                       Tom Jones

Re:          AIT Therapeutics, Inc.

                Registration Statement on Form S-1

                File No. 333-218626

Ladies and Gentlemen:

AIT Therapeutics, Inc., a Delaware corporation (the "Company"), hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (the "Registration Statement") so that such Registration Statement shall become effective at 4:00 p.m. (Washington, D.C. time) on Friday, June 16, 2017 or as soon thereafter as practicable.

Please provide a copy of the Commission's order declaring the Registration Statement effective to Amir Avniel at the address first set forth above.

Respectfully yours,

AIT Therapeutics, Inc.

By:

/s/ Amir Avniel

Amir Avniel

President and Chief Operating Officer

CORRESP
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AIT Therapeutics, Inc.

2 Ilan Ramon, Science Park

Ness Ziona, 7403635 Israel

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:        Andri Carpenter

Gary Todd

Heather Percival

Geoff Kruczek

Amanda Ravitz

Re:          AIT Therapeutics, Inc.

Registration Statement on Form S-1, as amended

File No. 333-216287

Ladies and Gentlemen:

AIT Therapeutics, Inc., a Delaware corporation (the "Company"), hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (as amended, the "Registration Statement") so that such Registration Statement shall become effective at 4:00 p.m. (Washington, D.C. time) on Friday, May 26, 2017 or as soon thereafter as practicable.

Please provide a copy of the Commission's order declaring the Registration Statement effective to Amir Avniel at the address first set forth above.

Respectfully yours,

AIT Therapeutics, Inc.

By: /s/ Amir Avniel

Amir Avniel

President, Chief Executive Officer, and Director

Mail Stop 3030
May 22, 2017

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

Re: AIT Therapeutics, Inc.
Amendment No. 2 to Registration Statement on Form S -1
Filed May 19, 2017
  File No. 333-216287

Dear Mr. Avniel :

We have reviewed your amended 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.   Unless we note
otherwise, our references to prior comments are to comments in our May 17, 2017 letter .

Capitalization, page 51

1. Please revise so that capitalization is as reflected in your hist orical balance sheet as of
March 31, 2017.

2. As a related matter, since the reverse merger occurred in the first quarter of 2017, the
transaction should be reflected in the historical balance sheet as of March 31, 2017.
Accordingly, it does not appear appr opriate to label the reverse merger transaction as pro
forma.  Please also revise to describe any other pro forma adjustments responsible for the
differences between actual and pro forma capitalization.

Amir Avniel
AIT Therapeutics, Inc.
May 22 , 2017
Page 2

 Audited Financial Statements as of December 31, 201 6 and 2015

3. Please revise to retroactively present the effects of the reverse merger recapitalization on
equity and loss per share for all periods, consistent with the accounting for
recapitalizations and the response to comment 37 in your letter dated May  2, 2017.

Exhibit 23.1

4. Please revise to provide an updated consent from your independent accountants.

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

Sincerely,

 /s/ Geoff Kruczek for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Drew M. Altman, Esq.
 Greenberg Traurig, P.A.

Mail Stop 3030
May 1 7, 2017

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

Re: AIT Therapeutics, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed May 2, 2017
  File No. 333-216287

Dear Mr. Avniel :

We have reviewed your amended 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 n ot 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.   Unless we note
otherwise, our references to prior comments are to comments in our March 23, 2017 letter .

Business Overview, page 4

1. We note your response to prior comment 5; however, it appears you are still referring to
your clinical trials as testing the “safety” or the “safety and efficacy” of your product.
Please revise to limit your disclosure to the actual results of your studies.

Competition, page 5

2. We note your response to prior comment 7; however, it appears that if the FDA approves
your competitor’s product c andidate then it would be eligible for orphan drug exclusivity.
Therefore, your disclosure that it “may” be eligible appears unclear.  Please revise or
advise.

Amir Avniel
AIT Therapeutics, Inc.
May 17 , 2017
Page 2

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

3. We note your response to prior comment 1 2.  Please disclose here how the dates to
complete the milestones compare with your time line to commence the events disclosed
on page 68  and discuss any known challenges to complete the milestones by the required
time.

Security Ownership and Certain Bene ficial Owners and Management, page 84

4. We note your response to prior comment 27; however, it appears that your disclosure in
footnote 8 on page 84 of the number of shares underlying warrants for Mr. Grossman
remains inconsistent with footnote 10 on page 86.  Please revise.

Certain Relations hips and Related Transactions, page 97

5. We note your response to prior comments 20 and 32; however, the time frame and
threshold amount you are applying in your analysis appear to be  inconsistent with Item
404(d) and Instruction 1 to Item 404 of Regulation S-K.  Please revise.

Director Independence, page 97

6. Please expand your response to prior comment 33 to clarify how you determined your
conclusions regarding Mr. Bentsur, given Section 5 of Exhibit 10.14.

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

Sincerely,

 /s/ Geoff Kruczek for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Drew M. Altman, Esq.
 Greenberg Traurig, P.A.

Mail Stop 3030
March 23, 2017

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

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

Dear Mr. Avniel :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropr iate, please tell us why in your
response.

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

Prospectus

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

Prospectus Cover

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

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

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

4. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securit ies Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Business Overview, page 4

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

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

Competition, page 5

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

The Offering, page 7

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

It is highly likely . . ., page 9

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

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

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

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

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

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

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

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

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

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

Use of Proceeds, page 53

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

Capitalization, page 55

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

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

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

 Research and Development Expenses, page 56

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

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

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

Taxes on In come, page 61

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

Liquidity and Capital Resources, page 61

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

Business Overview, page 64

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

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

 AITT Technology, page 66

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

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

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

Nitric Oxide and Infection, page 66

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

Our Clinical Results to Date, page 69

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

Security Ownership of Certain Beneficial Owners and Management, page 84

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

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

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

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

Selling Stockholders, page 85

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

Management, page 88

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

Employment or Se rvice Agreements . . ., page 94

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

Certain Relationships and Related Transactions, page 97

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

Director Independence, page 97

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

Description of Securities, page 98

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

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

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

 Item 16. Exhibits, page II -3

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

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

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

Note 14, Subsequent Events, p age F -31

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

Exhibit 5.1

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

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

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

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

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

Sincerely,

 /s/ Geoff Kruczek for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

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

CORRESP
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Acceleration Request

KokiCare, Inc.

26716 Via Colina

Stevenson Ranch, CA 91381

January 19th, 2016

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington DC 20549

Attn.: Gabriel Eckstein

Re: KokiCare, Inc.

Registration Statement on Form S-1

Filed October 1, 2015

File No. 333-207220

Request for Acceleration of Effectiveness

Dear Sir/Madam:

This acceleration request replaces the request submitted on January 14, 2016.

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, KokiCare, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-207220), as amended (the “Registration Statement”), so that it may become effective at 9.00 a.m. Eastern Daylight Time on January 22, 2016 or as soon as practicable thereafter.

The Registrant hereby acknowledges that:

(i) should the Securities and Exchange Commission (the “Commission”) or the 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;

(ii) the action of the Commission or the 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

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

We request that we be notified of such effectiveness by a telephone call to the undersigned at (661) 753-6330.

Sincerely,

/s/Jason Lane

Jason Lane

Chief Executive Officer

CORRESP
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Acceleration Request

KokiCare, Inc.

26716 Via Colina

Stevenson Ranch, CA 91381

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington DC 20549

Attn.: Gabriel Eckstein

Re: KokiCare, Inc.

Registration Statement on Form S-1

Filed October 1, 2015

File No. 333-207220

Request for Acceleration of Effectiveness

Dear Sir/Madam:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, KokiCare, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-207220), as amended (the “Registration Statement”), so that it may become effective at 4.00 p.m. Eastern Daylight Time on January 15, 2016 or as soon as practicable thereafter.

The Registrant hereby acknowledges that:

(i) should the Securities and Exchange Commission (the “Commission”) or the 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;

(ii) the action of the Commission or the 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

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

We request that we be notified of such effectiveness by a telephone call to the undersigned at (661) 753-6330).

Sincerely,

/s/Jason Lane

Jason Lane

 Chief Executive Officer

CORRESP
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SEC Response Letter

KokiCare, Inc.

Jason Lane

26716 Via Colina

Stevenson Ranch, CA 91381

January 5, 2016

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

Attn: Matthew Crispino

Staff Attorney

Office of Information

Technologies and Services

Re:

Response to SEC Comment Letter Dated December 23, 2015

KokiCare, Inc.

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

Filed December 11, 2015

File No. 333-207220

Dear Mr. Crispino:

We are in receipt of your comment letter dated December 23, 2015 regarding the above referenced filing.  We have incorporated the required information into our amended registration statement and have provided the following response.

Implications of Being an Emerging Growth Company, page 3

1. We note that you removed the disclosure indicating that you “have elected not to use the extended transition period” for complying with new and revised accounting standards. Please revise to reinstate this disclosure and as previously requested, revise to disclose that your election to opt out of the extended transition period for complying with new and revised accounting standards is irrevocable. Alternatively, explain why you believe revision is not necessary.

Response: revised

Sincerely,

/s/ Jason Lane

Jason Lane

Chief Executive Officer, Financial Officer and Chief Accounting Officer

Mail Stop 4561
December 23, 2015

Jason Lane
President, Chief Executive Officer, and Chief Financial Officer
KokiCare, Inc.
26716 Via Colina
Stevenson Ranch, CA 91381

Re: KokiCare, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed December 11, 2015
  File No. 333 -207220

Dear Mr. Lane:

We have reviewed your amended registration statement and have the following comment.
In our comment, we may ask you to provide us with information so we may better understand
your disclosure.  Unless otherwise noted, references in this letter to prior comments refer to our
letter dated October 28, 2015 .

Please respond to this letter by amending your registration statement and provid ing the
requested information.   If you do not believe our comment applies 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 an d the information you
provide in response to this comment, we may have additional comments.

Implications of Being an Emerging Growth Company, page 3

1. We note that you removed the disclosure indicating that you “ have elected not to use the
extended trans ition period” for complying with new and revised accounting
standards.   Please revise to reinstate this disclosure and as  previously requested, revise to
disclose that your election to opt out of the extended transition period for complying with
new and re vised accounting standards is irrevocable.   Alternatively, explain why you
believe revision is not necessary.

Jason Lane
KokiCare, Inc.
December 23 , 2015
Page 2

 You may contact David Edgar, Staff Accountant, at (202) 551 -3459 or Kathleen Collins,
Accounting Branch Chief, at (202) 551 -3499 if you have q uestions regarding the comment on
the financial statements and related matters.  Please contact Gabriel Eckstein, Staff Attorney, at
(202) 551 -3286 or, in his absence, the undersigned at (202) 551 -3456 with any other questions.
If you require further assi stance, you may contact Barbara C. Jacobs, Assistant Director, at (202)
551-3730.

Sincerely,

 /s/ Matthew Crispino

 Matthew Crispino
 Staff Attorney
Office of Information
        Technologies and Services

CORRESP
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SEC Response Letter

KokiCare, Inc.

Jason Lane

26716 Via Colina

Stevenson Ranch, CA 91381

December 9, 2015

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

Attn: Matthew Crispino

Staff Attorney

Office of Information

Technologies and Services

Re:

Response to SEC Comment Letter Dated October 28, 2015

KokiCare, Inc.

Registration Statement on Form S-1 Filed October 1, 2015

File No. 333-207220

Dear Mr. Crispino:

We are in receipt of your comment letter dated October 28, 2105 regarding the above referenced filing.  We have incorporated the required information into our amended registration statement and have provided responses as follows.

General

Refer to Securities Act Rule 405. It appears that you are a shell company based on your limited operations and assets consisting solely of cash and cash equivalents. Please revise your disclosure throughout to indicate that you are a shell company.

Response: revised

Prospectus Cover Page

Please disclose the date on which the offering will end. Refer to Item 501(b)(8)(iii) of Regulation S-K.

Response: revised

Please disclose the percentage ownership of your largest shareholder.

Response: disclosed

Prospectus Summary, page 1

Revise your disclosure in this section and throughout the prospectus to more clearly convey to investors the nature of your proposed business and the status of your business development. Explain in greater detail the software you plan to develop, the resources required to develop it and how you will ultimately generate revenue. Also, disclose what you have accomplished to date, what remains to be accomplished for you to develop your business and begin generating revenue, and any material obstacles or uncertainties that may preclude completion of product development and ultimate achievement of your business plan.

Response: revised

Implications of Being an Emerging Growth Company, page 1

We note that you have not elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2). Please revise to disclose that such election is irrevocable.

Response: revised

Risk Factors, page 3

Please include a risk factor that highlights the risks to common shareholders from your ability to issue preferred stock.

Response:  revised

“Our independent registered public accounting firm’s substantial doubt...,” page 3

Revise this risk factor to state the minimum period of time that you will be able to conduct planned operations using currently-available capital resources. To the extent that a deficiency in capital resources is perceived, alert investors to the minimum additional capital expected to be necessary to fund planned operations for a 12-month period.

Response: revised

“Reporting requirements under the Exchange Act...,” page 5

We note the statements in this risk factor that “as a public company, we will be subject to the reporting requirements of the Exchange Act” and that “ the Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results.” Please confirm to us that you intend to file a Form 8-A to register your common stock under the Exchange Act. If not, revise to alert investors that because your common stock will not be registered under the Exchange Act, you will not be a fully reporting company but only subject to the reporting obligations imposed by Section 15(d) of the Exchange Act. Explain the effect on investors of the automatic reporting suspension under Section 15(d) of the Exchange Act, as well as the inapplicability of the proxy rules and Section 16 of the Exchange Act. Consider including this information in a separate risk factor.

Response: we will file a Form 8-A

Description of Business Overview, page 8

You disclose in the second sentence that you are in the discovery and planning phase of your business. Under the “Marketing and Sales” caption, however, you state that you are in the design phase of the software application. Please reconcile.

Response: revised

Please expand your discussion here or in your MD&A to disclose the steps and challenges remaining until your product is ready for commercialization. Provide a detailed description of the actions and timing of your planned operations over the next 12 months. Provide an anticipated timeline and discuss each step you plan to take toward generating revenues and your anticipated funding source for each step. You should disclose specific cost estimates and financing plans. In this regard, discuss the approximate amount of funds that you will need to raise until you achieve profitability and any discussions you have had with funding sources, including any specific steps you have taken to date to seek additional equity or obtain credit facilities.

Response: revised

Website, page 8

Please disclose the date you anticipate your website will be operational.

Response: revised

Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 10

Please disclose the terms of the note payable you mention on page F-10 and file any related agreements as exhibits.

Response: revised and added as Exhibit.

Based on your current available capital reserves, please disclose the amount of time that you can remain operational.

Response: disclosed

Involvement in Certain Legal Proceedings, page 12

We note your disclosure concerning involvement in certain legal proceedings during the past five years. Please revise your disclosure to reflect involvement in certain legal proceedings during the past ten years. Refer to Item 401(f) of Regulation S-K.

Response: revised

Summary Compensation Table Employment Agreements, page 13

You disclose on page 12 that Mr. Lane is currently employed by ClearStructure Financial Technology. Please disclose the maximum number of hours that Mr. Lane expects dedicate to your business each week. Include a risk factor, if appropriate.

Response: disclosed

Transactions with Related Persons, Promoters and Certain Control Persons, page 14

Please disclose the note payable issued to a relative of Mr. Lane or advise. Refer to Instruction b of Item 404(a) in Regulation S-K.

Response: disclosed

Signatures, page II-3

We note that Mr. Lane did not sign the registration statement in the capacity of a controller or principal accounting officer. Please revise in accordance with Instruction 2 under the “Signatures” caption of Form S-1.

Response:  revised

Item 16. Exhibits and Financial Statement Schedules Exhibit 3.1

Please file as an exhibit a copy of the articles of incorporation in the proper searchable format. Likewise, file a searchable copy of exhibit 3.2. We refer you to Rules 301 and 304 of Regulation S-T.

Response: filed

Sincerely,

/s/ Jason Lane

Jason Lane

Chief Executive Officer, Financial Officer and Chief Accounting Officer

Mail Stop 4561
October 28, 2015

Jason Lane
President, Chief Executive Officer, and Chief Financial Officer
KokiCare, Inc.
26716 Via Colina
Stevenson Ranch, CA 91381

Re: KokiCare, Inc.
Registration Statement on Form S -1
Filed October 1, 2015
  File No. 333 -207220

Dear Mr. Lane:

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 amendm ent 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. Refer to Securities Act Rul e 405.  It appears that you are a shell company based on your
limited operations and assets consisting solely of cash and cash equivalents.  Please
revise your disclosure throughout to indicate that you are a shell company.

Prospectus Cover Page

2. Please d isclose the date o n which the offering will end.  Refer to Item 501(b)(8)(iii) of
Regulation S -K.

3. Please disclose the percentage ownership of your largest shareholder.

Jason Lane
KokiCare, Inc.
October 28 , 2015
Page 2

 Prospectus Summary, page 1

4. Revise your disclosure in this section and throughout the prospectus to more clearly
convey to investors the nature of your proposed business and the status of your business
development.  Explain in greater detail the software you plan to develop, the resources
required to develop it and how you will ultimately g enerate revenue.  Also, disclose what
you have accomplished to date, what remains to be accomplished for you to develop your
business and begin generating revenue, and any material obstacles or uncertainties that
may preclude completion of product developm ent and ultimate achievement of your
business plan.

Implications of Being an Emerging Growth Company, page 1

5. We note that you have not elected to use the extended transition period for complying
with new or revised accounting standards under Section 10 2(b)(2).   Please revise to
disclose that such election is irrevocable.

Risk Factors, page 3

6. Please include a risk factor that highlights the risks to common shareholders from your
ability to issue preferred stock.

“Our independent registered public accounting firm’s substantial doubt…,”  page 3

7. Revise this risk factor to state the minimum period of time that you will be able to
conduct planned operations using currently -available capital resources.  To the extent that
a deficiency in capital resources is perceived, alert investors to the minimum additional
capital expected to be necessary to fund planned operations for a 12 -month period.

“Reporting requirements under the Exchange Act…,” page 5

8. We note the statements in this risk factor that “as a public company, we will be subject to
the reporting requirements of the Exchange Act” and that “ the Exchange Act requires,
among other things, that we file annual, quarterly, and current reports with respect to our
business and operating results.”  Please confirm to us that you intend to file a Form 8 -A
to register your common stock under the Exchange Act.  If not, revise to alert investors
that because your common stock will not be registered under the Exchange Act, you will
not be a fully reporting  company but only subject to the reporting obligations imposed by
Section 15(d) of the Exchange Act.  Explain the effect on investors of the automatic
reporting suspension under Section  15(d) of the Exchange Act, as well as the
inapplicability of the proxy  rules and Section 16 of the Exchange Act.  Consider
including this information in a separate risk factor.

Jason Lane
KokiCare, Inc.
October 28 , 2015
Page 3

 Description of Business

Overview, page 8

9. You disclose in the second sentence that you are in the discovery and planning phase of
your business.  Under the “Marketing and Sales” caption, however, you state that you are
in the design phase of the software application.  Please reconcile.

10. Please expand your disc ussion here or in your MD&A to disclose the steps and
challenges remaining until your product is ready for commercialization.  Provide a
detailed description of the actions and timing of your planned operations over the next 12
months.  Provide an anticipa ted timeline and discuss each step you plan to take toward
generating revenues and your anticipated funding source for each step.  You should
disclose specific cost estimates and financing plans.  In this regard, discuss the
approximate amount of funds tha t you will need to raise until you achieve profitability
and any discussions you have had with funding sources, including any specific steps you
have taken to date to seek additional equity or obtain credit facilities.

Website, page 8

11. Please disclose th e date you anticipate your website will be operational.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources, page 10

12. Please disclose the terms of the note payable you mention on page F-10 and file any
related agreements as exhibits.

13. Based on your current available capital reserves, please disclose the amount of time that
you can remain operational.

Involvement in Certain Legal Proceedings , page 12

14. We note your disclosure concerning involvement in certain legal proceedings during the
past five years.  Please revise your disclosure to reflect involvement in certain legal
proceedings during the past ten years.  Refer to Item 401(f) of Regulation S -K.

Jason Lane
KokiCare, Inc.
October 28 , 2015
Page 4

 Summary Compensation Table

Employme nt Agreements, page 13

15. You disclose on page 12 that Mr. Lane is currently employed by ClearStructure Financial
Technology.  Please disclose the maximum number of hours that Mr. Lane expects
dedicate to your business each week.  Include a risk factor, if a ppropriate.

Transactions with Related Persons, Promoters and Certain Control Persons, page 14

16. Please disclose the note payable issued to a relative of Mr. Lane or advise.  Refer to
Instruction b  of Item 404(a) in Regulation S -K.

Signatures, page II -3

17. We note that Mr. Lane did not sign the registration statement in the capacity of a
controller or principal accounting officer.  Please revise in accordance with Instruction 2
under the “Signatures” caption of Form S -1.

Item 16.   Exhibits and Financial Statement Schedules

Exhibit 3.1

18. Please file as an exhibit a copy of the articles of incorporation in the proper searchable
format.  Likewise, file a searchable copy of exhibit 3.2.  We refer you to Rules 301 and
304 of Regulation  S-T.

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 comp any 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 ef fective 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;

Jason Lane
KokiCare, Inc.
October 28 , 2015
Page 5

  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 adequac y 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 St ates.

Please refer to Rule 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 respect ive 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 a mendment prior to the requested effective date of the
registration statement.

You may contact David Edgar, Staff Accountant, at (202) 551 -3459 or Kathleen Collins,
Accounting Branch Chief, at (202) 551 -3499 if you have questions regarding comments on  the
financial statements and related matters.  Please contact Gabriel Eckstein, Staff Attorney, at
(202) 551 -3286 or, in his absence, the undersigned at (202) 551 -3456 with any other questions.
If you require further assistance, you may contact Barbara C . Jacobs, Assistant Director, at (202)
551-3730.

Sincerely,

 /s/ Matthew Crispino

 Matthew Crispino
 Staff Attorney
Office of Information
        Technologies and Services