Advanced Inhalation Therapies (AIT) Ltd.
2 Derech Meir Weisgal
Science Park
Rehovot 7632605, Israel
July 19, 2016
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Request to Withdraw (i) Registration Statement on Form F-1 (File No. 333-206557); (ii) Registration Statement on Form 8-A (File No. 001-37688); and (iii) Registration Statement on Form 8-A (File No. 000-55587) |
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), Advanced Inhalation Therapies (AIT) Ltd. (the “Registrant”) hereby requests the immediate withdrawal of the its Registration Statement on Form F-1 (File No. 333- 206557), together with all exhibits and amendments thereto (the “Registration Statement”). The Registration Statement was initially filed with the Securities and Exchange Commission (the “Commission”) on August 25, 2015.
The Registrant is requesting to withdraw the Registration Statement because it has elected not to pursue the sale of securities pursuant to the Registration Statement at this time. The Registration Statement was not declared effective by the Commission and the Registrant confirms that no securities were sold in connection with the offering contemplated by the Registration Statement. Pursuant to Rule 477(c) under the Securities Act, the Registrant respectfully advises the Commission that the Registrant may undertake a subsequent private offering in reliance on Rule 155(c) under the Securities Act.
The Registrant further requests that, in accordance with Rule 457(p) under the Securities Act and subject to compliance with the requirements thereof, all fees paid to the Commission in connection with the filing of the Registration Statement be credited for potential future use.
In addition, the Registrant further requests the immediate withdrawal of: (i) its registration statement on Form 8-A (File No. 001-37688), which was filed with the Commission on January 29, 2016 (the “Form 8-A12(b)”), in accordance with Section 12(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (ii) its registration statement on Form 8-A (File No. 000-55587), which was filed with the Commission on February 22, 2016 (the “Form 8-A12(g)”), in accordance with Section 12(g) under the Exchange Act. In accordance with Rule 12d1-2 under the Exchange Act, the Form 8-A12(b) and Form 8-A12(g) have not become effective.
Should you have any questions regarding this matter, please contact counsel to the Registrant, Oded Har-Even, Esq., of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP at (212) 660-5002.
Very truly yours,
/s/ Amir Avniel
Amir Avniel
Chief Executive Officer
