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United States securities and exchange commission logo
June 7, 2021
Scott Areglado
SVP and Chief Financial Officer
Brainsway Ltd.
19 Hartum Street
Bynet Building, 3rd Floor
Har HaHotzvim
Jerusalem, 9777518, Israel
Re: Brainsway Ltd.
Form 20-F for the
Fiscal Year Ended December 31, 2020
Filed April 19,
2021
File No. 001-35165
Dear Mr. Areglado:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2020
Item 15. Controls and Procedures
Management's Annual Report on Internal Control over Financial Reporting
, page 128
1. Here you state that
this annual report does not include a report of management s
assessment regarding
internal control over financial reporting due to the transition period
established by rules of
the SEC for newly public companies. However, we note that you
have been required to
file and have filed an annual report on Form 20-F for the year ended
December 31, 2019
pursuant to section 13(a) or 15(d) of the Exchange Act. Please tell us
how you have considered
Instruction 1 to Item 15 on Form 20-F or Instruction 1 to Item
308 of Regulation S-K
in determining that you were not required to provide
management s report
on internal control over financial reporting in your Form 20-F for
the year ended December
31, 2020.
Scott Areglado
FirstName
Brainsway LastNameScott Areglado
Ltd.
Comapany
June 7, 2021NameBrainsway Ltd.
June 7,
Page 2 2021 Page 2
FirstName LastName
Consolidated Financial Statements
Note 15. Taxes on Income, page F-35
2. You state here that you reported a current tax expense in respect of
income of Brainsway
USA Inc. Considering your expected future revenues and income in the
U.S., please
consider providing additional disclosures in future filings, for
example, major components
of tax expenses (income), rate reconciliations, and components of your
deferred tax assets
and liabilities, in accordance with the IAS 12.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Li Xiao at (202) 551-4391 or Daniel Gordon at (202)
551-3486 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences