SecProbe.io

February 24 , 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.
Registration Statement on Form F -1
Filed  February 6, 2014
  File No. 333-193792

Dear Mr. Baharaff :

We have reviewed your registration statement  and have the following comment s.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment s apply  to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comment s, we may have  additional comments.

Critical Accounting Policies and Estimates
Stock -Based Compensation and Fair Value of Ordinary Shares, page 59

1. Please refer to prior comment 13 and address the following additional comments:

 Please separately tell us the estimated fair value per share of your common stock
and the estimated fair value of each option at each grant date.

 Please separately provide us a description and quantification of the transactions
that serve as a basis for y our valuations, as “based on the purchase price paid by
new external and independent investors with pharmaceutical or financial expertise
in our convertible notes or around the time of our equity issuances” is vague.

 Please separately provide us a more in formative explanation of the specific
factors that caused the fair value of your common stock to change from each grant
date, such as the “progress in the clinical development of our product candidates,

Allen Baharaff
Galmed Pharmaceuticals Ltd.
February 24 , 2014
Page 2

 submissions of new families of patent applications, n ew formulations of our
product candidate and an investment round.”

 Please revise your disclosure to specifically highlight that the estimates of fair
value you have made are highly complex and subjective. \

 Please revise your disclosure to specifically highl ight that the estimates of the fair
value of your common stock will not be necessary to estimate the fair value of
new awards once the underlying shares begin trading.

Please note that we are deferring a final evaluation of stock compensation and other c osts
recognized until the amendment containing the estimated offering price is filed.

2. Please provide us a calculation supporting your stock -based compensation expense
recognized in the fourth quarter of 2013 of $10.9  million.

Business
Historical Backg round and Corporate Structure, page 109

3. The Reorganization, completed on February 2, 2014, transferred the ownership of the
biopharmaceutical business and subsidiary holdings of Galmed Holdings, Inc. to Galmed
Pharmaceuticals, Ltd.   Your disclosure on pag e 129, which states that options were issued
“to purchase 1,463 shares of GHI (or 1,066,527 of our ordinary shares),” appears to
indicate the existence of a share exchange ratio in the Reorganization.  Please describe
and quantify this share exchange ratio  and the related impact on all share and per share
amounts as disclosed in your filing. Please tell us how you intend to reflect the
Reorganization in the historical financial statements you present in your filing and
reference for us the authoritative lit erature you rely upon to support your presentation.  In
your response, at a minimum, please specifically tell us how you intend to present your
historical earnings per share and equity information as well as your capitalization table
and dilution disclosur es.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have  made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

Allen Baharaff
Galmed Pharmaceuticals Ltd.
February 24 , 2014
Page 3

  should the Commission or the staff, acting pu rsuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 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

 the company  may not assert staff comments and 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.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

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 at
(202) 551 -3715 with any other questions .

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

cc:  Robert L. Grossman, Esq.
 Greenberg Traurig, P.A.
 333 S.E. 2nd Avenue, Suite 4400
 Miami, Florida 33131