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. |
