SecProbe.io

January 28, 2014

Via E -mail
Allen Baharaff
Chief Executive Officer
Galmed Pharmaceuticals Ltd.
8 Shaul Hamelech Blvd.
Amot Hamishpat Bldg.
Tel Aviv, Israel 64733

Re: Galmed Pharmaceuticals Ltd.
Draft Registration Statement on Form F -1
Submitted December 31 , 2013
  CIK No. 0001595353

Dear Mr. Baharaff :

We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we  may have additional
comments.

General

1. Please file all exhibits as soon as practicable. We may have further comments upon
examination of these exhibits.

2. Prior to its use please provide us proofs of all graphic, visual or photographic
information you will provide in the printed prospectus. Please note that we may have
comments regarding this material.

3. Please supplementally provide us with any written materials that you or anyone
authorized to do so on y our behalf provides in reliance on Section 5(d) of the
Securities Act to potential investors that are qualified institutional buyers or
institutional accredited investors. Similarly, please supplementally provide us with

Allen Baharaff
Galmed Pharmaceuticals Ltd.
January 28 , 2014
Page 2

 any research reports about you that  are published or distributed in reliance upon
Section 2(a)(3) o f the Securities Act of 1933 added by Section 105(a) of the Jumpstart
Our Business Startups Act by any broker or dealer that is participating or will
participate in your offering.

Explanatory Note , page i i

4. Please note that it is not appropriate to state or imply that you do not have liability
for the statements in your registration statement.  Your statements in this section that
the accuracy and completeness of information is not  guaranteed and that you have
not independently verified information from third -party sources  could imply that
you are not taking liability for the statistical and other industry and market data
included in your registration statement.  In order to elimin ate any inference that you
are not liable for all of the information in your registration statement, please delete
these statements or include a statement specifically accepting liability for these
statements.

Risk Factors , page 11
We manage our business through a small number of employees . . ., page 31

5. Please expand your discussion to identify your key consultants.

We may not be able to enforce our intellectual property rights throughout the world. . ., page 37

6. Given your interest in licensing and marketing aramchol in China ( see, e.g., pp. 88
and 91), please disclose that China is one of those foreign countries that do not
protect intellectual property rights to the same extent as the United States.

Our U.S. shareholders may suffer adverse tax consequen ces if we were to be characterized as a
passive foreign investment company, or PFIC , page 43

7. Briefly define a PFIC in this risk factor.  Then disclose  that you do not currently
intend to provide the information that would enable investors to take a qualif ied
electing fund (“QEF”) election, which election would mitigate to some extent the
adverse tax consequences of PFIC status .

As a “foreign private issuer, ” we are permitted, and intend, to follow certain home country
corporate governance practices. . ., page 45

8. Please d isclose that, as a foreign private issuer, you will also not be subject to
Regulation FD (see 17 CFR 243.101(b)).

Allen Baharaff
Galmed Pharmaceuticals Ltd.
January 28 , 2014
Page 3

 Exchange rate fluctuations between the U.S. dollar, Euro and the New Israeli Shekel currencies
may negatively affect our earnings , page 47

9. Please  supplementally advise  us, with a view to disclosure, whether the inflation rate
in the EU or Israel has exceeded the rate of devaluation of the Euro or the NIS during
2011, 2012, or 2013.

Use of Proceeds, page 52

10. Please a mend your disclosure to include the estimated  amount of proceeds you plan
to alloc ate for each of the use s identified on page 52.  If the company has specific
purposes in mind for the use of proceeds, you must disclose the estimated net amount
of the proceeds broken down into each principal intended use.  This is required even
if manage ment will have broad discretion in allocating the proceeds and the amount
and timing of your actual expenditures may vary significantly from your current
intentions depending on numerous factors.  Please make any necessary conforming
changes to the Prospec tus Summary as well.

Capitalization, page 53

11. Please tell us why it is appropriate to reflect the exercise of your Warrant as a pro forma
adjustment.  In your response, please tell us how the exercise of this Warrant is directly
attributable to your IPO and factually supportable, as required by Item 11 -02(B) (6)  of
Regulation S -X.

12. Please either remove cash and cash equivalents from your table or place a double
underline under it to clearly segregate it from your capitalization.

Management’s Discussion and Analysis of Financial Condition and Results of Operation s
Stock -Based Compensation and Fair Value of Ordinary Shares, page 59

13. Please update  your discussion to include a table that discloses the terms of all equity
issuances, including options, warrants, common stock, and preferred stock through
the date of eff ectiveness.  Please note that we are deferring a final evaluation of stock
compensation and other costs recognized until the amendment containing the
estimated offering price is filed.  In addition, please revise your disclosure to provide:

 A description of the valuation method and assumptions used to determine the fair
value of your common stock that was used to value the equity issuances.
 A description of whether the valuations were performed contemporaneously or
retrospectively and if th ey were performed by a related party.
 An explanation of why the fair value of your common stock changed from each
grant date.
 A description of each significant factor contributing to the difference between fair
value at the grant date to the estimated IPO price.

Allen Baharaff
Galmed Pharmaceuticals Ltd.
January 28 , 2014
Page 4

  The intrinsic value of your vested and unvested options outstanding as of the most
practicable date, based on the mid -point of your anticipated offering price range.

Business , page 65

14. We note that in several places in your prospectus in which you refer to prior clinical
studies of aramchol, you characterize the drug as “safe.”  For example, on page 67, in
discussing your Phase 1a study you state t hat “all doses proved to be safe” and on
page 82 you state that the safety … of aramchol has been demonstrated…”  On page
68, you also list as one of your competitive strengths the fact that aramchol is “a safe,
once -daily oral drug…”  Because regulatory approval of aramchol is dependent on
the agency making a determination (according to criteria specified in law and agency
regulations) that a drug or biologic is both safe and effective, it is premature for you
to describe aramchol , or any of the dosages ad ministered, as safe.  Accordingly,
please delete this wording throughout your prospectus, as applicable.

15. Similarly, it is inappropriate at this stage of development to characterize aramchol or
any drug candidate as “effective” in treating a disease indi cation if the FDA or
comparable regulatory agency has not yet approved the drug for sale.  As the efficacy
of aramchol has  yet to be confirmed by the FD A or other regulatory agency, you
should revise your prospectus to remove any statement that could suggest  efficacy has
been confirmed .  For example, we note your statement on page 67 that your Phase IIa
clinical study demonstrated that aramchol “is ‘effective’ in reducing liver fat in a dose
dependent manner.”

Potential Phase III Program for Aramchol, page 7 5

16. You state that “[y]our current regulatory path for the development and submission of
an application for regulatory approval of Aramchol for NASH … was endorsed by
BfArM and ANSM in September 2012” and that “the FDA Response provided a
similar endorsemen t.”  Please revise to precisely describe the communications you
received from BfArM, ANSM and the FDA that you have characterized as
“endorsements.”

17. You also state in the Prospectus Summary and Management’s Discussion and
Analysis that the FDA and the EMA have each recently confirmed that , if successful,
your planned Phase IIb trial of aramchol may serve as a basis for Phase III pivotal
trials of aramchol in the United States, Europe and Israel.  Please revise your
prospectus, as necessary, to clarify whe ther such confirmations were received in the
form of correspondence.  If not, please revise to describe the nature of such
communications.

18. On page 75, you state that if the results of your Phase IIb study are statistically
significant, it is possible that you may not be required to perform additional studies

Allen Baharaff
Galmed Pharmaceuticals Ltd.
January 28 , 2014
Page 5

 prior to commencing your pivotal Phase III trials. Please expand your disclosure to
clarify whether the FDA informed you that, based on the results of your Phase IIb
study, you may not be required to perform additional studies prior to your pivotal
Phase III trials and, if so, describe any communications from the FDA to this effect.
If yo u have not received any such communications, please explain the basis for your
belief.

Phase IIa Trial: Aramchol Treatment in NAFLD or NASH Patients, page 76

19. In the tables that appear on pages 76 -81 of your prospectus, several of the metrics
used to assess the efficacy of aramchol are provided without any explanation or
annotation to help the lay reader put the various clinical scores in context.  For
example, you provide an NAFLD activity score on page 76, the change in liver fat
concentration by NMLS on page 78 and the change in endothelial function as
measured by FMD on page 80. Yet, you have omitted adequate explanation that
would allow readers who do not ha ve the requisite scientific background to
understand how these measurements are derived or what the respective values mean
relative to each other.  Please revise your disclosure accordingly.

Management
Compensation of Executive Officers and Directors , page 129

20. Please update your compensation disclosure to include the regist rant’s last completed
fiscal year.

21. We note that you have disclosed the annual compensation of your CEO and Chief
Medical Officer (pp. 133 -134).  Please s upplementally advise us whether you have
disclosed, or are required to disclose, in Israel the annual compensation on an
individual basis of any of the other senior management members named in the
registration statement.  See Item 6.B of Form 20 -F.

Principal Shareholders , page 137

22. Please d isclose the number of your U.S. holders and the percentage of outstanding
securities held by them.  Please see  Item 7.A.2 of Form 20 -F.

23. We note on page 138 that shares held by Mr. and Mrs. Goldfarb and Medgal S.A. are
to be aggregated with respect to voting rights and are thus deemed by Galmed to be
beneficially held by Mr. and Mrs. Goldfarb .  Please expa nd your disclosure to clarify
that Mr. and Mrs. Goldfarb are the natural persons who exercise the voting and/or
dispositive powers with respect to such shares  owned by Medgal S.A .  Alternatively,
please identify the natural person or persons who exercise t he voting and/or
dispositive pow ers with respect to such shares, and include Medgal S.A. in the table
on page 137.

Allen Baharaff
Galmed Pharmaceuticals Ltd.
January 28 , 2014
Page 6

Description of Share Capital
Anti-takeover Measures Under Israeli Law , page 143

24. Please c larify whether Israeli law or your articles of association , in addition to the
provisions mentioned,  allow for the issuance of preferred stock or the adoption of
other "poiso n pill" measures that could prevent a takeover attempt and thereby
preclude shareholders from realizing a potential premium over the m arket value of
their shares .

U.S. Federal Income Tax Consequences , page 152

25. Please d elete your disclaimer that the U.S . federal taxation summary “is for general
information purposes only and does not constitute tax advice” as it implies that an
investor may not rely upon the tax information disclosed in the registration statement.

Where You Can Find Additional Informatio n, page 167

26. Although you intend to file your Form 20 -F annual report within 90 days after the end
of your fiscal year, please disclose that, in any event, you are required to file your
Form 20 -F annual report  within 120 days of your fiscal year’s end.

Notes to  Consolidated Financial Statements
Note 9 --Shareholders’ deficiency
C. Capital note, page F -20

27. Please disclose the terms governing conversion of the capital notes to ordinary shares.

D. Stock -based compensation, page F -20

28. Please revise your disclosure  to clarify the exercise prices of your various options and
warrants.  In this regard, for example, you disclose in the last paragraph on page F -20
and in the table on page F -21 that the exercise price of the 331 options issued to the
chairman of your Boar d of Directors is $2.60 per share.  In the second paragraph on
page 129, you disclose that the exercise price is $2,601.41 per share.  As the header to
your financial statement footnotes indicates that per share data is not in thousands, it
appears that th ere is a discrepancy between the two amounts you disclose.

Underwriting
Lock -Up Agreements, page 160

29. Please state the number of shares covered by the lock -up agreements.

Allen Baharaff
Galmed Pharmaceuticals Ltd.
January 28 , 2014
Page 7

 Signatures

30. Please include t he signature of your principal accounting officer, or include the title
of your principal accounting officer as part of the applicable officer’s title.

Exhibits

31. Please file the employment agreements between the company and each of Mr.
Baharaff and Dr. H alperin as exhi bits pursuant to Item 601(10)(iii)  of Regulation
S-K.

32. Please file the Confirmation and Release Letter from the Beneficiaries of the late
Professor Tuvia Gilat as an exhibit pursuant to Item 601(10)(i)  of Regulation S -K.

If you intend to respond to these comments with an amended draft registration statement,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm).  If you
intend to use Rule 83 (17 CFR 200.83) to reque st confidential treatment of information in the
correspondence you submit on EDGAR, please properly mark that information in each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to you.

You may contact Frank Wyman  at (202) 551 -3660  or Mark Brunhofer at (202) 551 -3638
if you have questions regarding comments on the financial statements and related matters.
Please contact Matthew Jones at (202) 551 -3786, Dan Greenspan at (202) 551 -3623 or me a t
(202) 551 -3715