Item 3.02

Unregistered Sales of Equity Securities.

On March 31, 2017 (the “Closing Date“), AIT
Therapeutics, Inc., a Delaware corporation (the
“Company“), entered into a stock purchase and
registration rights agreement (the “Purchase
Agreement“), together with related subscription agreements
(each, a “Subscription Agreement” and, collectively with
the Purchase Agreement, the “Purchase Documents“) with
certain private investors (the “Investors“), to which
the Company issued and sold to the Investors in a private
placement (the “Private Placement“) an aggregate of
110,494 units (the “Units“), each Unit consisting of (i)
one share (a “Unit Share“) of the Company’s common
stock, par value $0.0001 per share (the “Common Stock“),
and (ii) warrants to purchase two shares of Common Stock (each, a
“Warrant“, the Common Stock issuable upon exercise of
the Warrants, the “Warrant Shares” and, collectively
with the Units and the Unit Shares, the “Securities“) at
a purchase price of $6.00 per Unit. Each Warrant has an exercise
price of $6.90 per Warrant Share and a five-year term. If at any
time a registration statement covering the resale of the Warrant
Shares is not currently effective and available for the resale of
all the Warrant Shares, the holders of the Warrants may exercise
all or any part of their respective Warrants in a “cashless” or
“net-issue” exercise. Before fees and expenses, the Private
Placement provided approximately $663,000 of gross proceeds to
the Company.

The Company issued the Securities in reliance upon the exemption
from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act“), and Rule
506 of Regulation D promulgated thereunder. Each Investor
represented to the Company that such Investor was an “accredited
investor” as defined in Rule 501(a) under the Securities Act and
that such Investor’s Securities were being acquired for
investment purposes.

The Securities have not been registered under the Securities Act
and are “restricted securities” as that term is defined by Rule
144 promulgated under the Securities Act (“Rule 144“).
to the terms of the Purchase Agreement, the Company has agreed to
file with the Securities and Exchange Commission (the
“SEC“), a registration statement (the “Registration
Statement“), registering for resale by the Investors all
Units Shares and Warrant Shares (collectively, “Registrable
Securities“) issued in the Private Placement, as soon as
reasonably practicable, but in no event later than the date that
is two weeks following the date on which the Company’s
registration statement on Form S-1 (File No. 333-216287) is
declared effective by the SEC, subject to a fixed extension if
such date falls within two weeks prior to the date on which the
Company is required by Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act“),
to file its next periodic report (as may be extended, the
“Filing Deadline“). The Company has additionally agreed
to use its reasonable best efforts to cause the Registration
Statement to be declared effective by the SEC as soon as
practicable following such filing, but in no event later than the
earlier of (x) the 90^th day following the date on
which the Registration Statement is initially filed with the SEC
and (y) the fifth day following the date on which the Company is
notified (orally or in writing, whichever is earlier) by the SEC
that the Registration Statement will not be reviewed or will not
be subject to further review (such earlier date, the
“Effectiveness Deadline“).

If the Company fails to file the Registration Statement on or
before the Filing Deadline, if the Registration Statement is not
declared effective by the SEC on or before the Effectiveness
Deadline, and in certain other cases in which the Registration
Statement is not available for use by the Investors or the
Company is not otherwise current in is reporting obligations
under the Exchange Act, then, in each case, the Company must pay
to each Investor an amount in cash equal to 1.5% of such
Investor’s aggregate investment in the Securities issued in the
Private Placement on or prior to the fifth (5^th)
day following each monthly anniversary of such failure until the
date on which such failure is cured; however, the aggregate
amount of such payments by the Company shall in no event exceed
19.5% of the aggregate purchase price paid by all Investors in
the Private Placement. However, in the event of certain
registration-related failures by the Company, including the
Company’s failure to file the Registration Statement on or prior
to the Filing Deadline, the Company must pay to each Investor an
amount in cash equal to 3.0% of such Investor’s aggregate
purchase price paid for the Securities until the applicable
failure is cured, and, in these instances, the cash payments are
not subject to a cap.

to the Purchase Agreement, the Company must maintain the
effectiveness of the Registration Statement until the earlier to
occur of (i) the sale of all Registrable Securities to the
Registration Statement or (ii) the date on which all Investors
may sell all of their respective Registrable Securities without
restriction to Rule 144 and without the need for current public
information required by Rule 144(c)(1).

The foregoing descriptions of the Warrants and the Purchase
Documents are only summaries and are qualified in their entirety
by reference to the full text of the form of Warrant, the
Purchase Agreement and the form of Subscription Agreement, which
are filed as Exhibit 4.1, Exhibit 10.1 and Exhibit 10.2,
respectively, to this Current Report on Form 8-K and incorporated
herein by reference.

Item 7.01.

Regulation FD Disclosure.

On April 4, 2017, the Company issued a press release announcing
the completion of the Private Placement. A copy of the press
release is furnished hereto as Exhibit 99.1 and incorporated by
reference in this Item 7.01.

The information contained in Item 7.01 of this Current Report on
Form 8-K, including Exhibit 99.1 furnished herewith, shall not be
deemed “filed” with the SEC for purposes of Section 18 of the
Exchange Act or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any
filing by the Company under the Securities Act.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits