SecProbe.io

March 10 , 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.
Amendment No 1 to Registration Statement on Form F -1
Filed  February 28, 2014
  File No. 333 -193792

Dear Mr. Baharaff :

We have reviewed your amended registration statement  and letter , both filed February 28,
2014 , 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 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.

Prospectus Summary
Corporate Information, page 7

1. Please revise your disclosure added in the third paragraph of this section to explain why
only 9,693 ordinary shares of GHI converted in the Reorganization into 7,066,197 your
ordinary shares, when 9,739 ordinary shares of GHI were outstanding at December 31,
2013.

The Offering, page 8

2. Please explain why the number of shares before the offering differs from those shown on
page 55. Revise your disclosure accordingly.

Allen Baharaff
Galmed Pharmaceuticals Ltd.
March 10 , 2014
Page 2

 Capitalization, page 53

3. Please revise the caption for ordinary shares to provide share amounts on an actual, pro
forma and pro forma as adjusted basis, consistent with the information provided in the
headnotes. Also, explain why the amount of shares issued and outstanding on an actual
basis differs from the corresponding amount on page F -24.

Dilution, page 54

4. Please provide a calculation supporting “pro forma net tangible book value per share after
offering” of $3.06 per share. Revise your disclosure accordingly as well as this caption,
which should be “pro forma as adjusted net tangible book value per share af ter offering.”

Notes to Consolidated financial statements
Note 9 --Shareholders’ deficiency
C. Stock -based compensation, page F -18

5. Please revise your disclosure in item 3 regarding the vesting period for your December
31, 2013 option grants to indicate th at the substantially all of these grants vested
immediately.  In this regard based on the information provided on page 7 of your
response letter, only approximately 7% of the options granted on this date vest over two
years, while the remaining 93% vested immediately.

Compensation of our Executive Officers and Directors, page 129

6. Please explain to us how you computed the amount of 811,134 ordinary shares disclosed
in the second paragraph on this page.  In this regard, 1,233 shares of GHI at the 729:1
stock split ration would appear to result in 898,857 of your ordinary shares.  Revise your
disclosure accordingly.

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 applic able 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 comment s, 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:

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

Allen Baharaff
Galmed Pharmaceuticals Ltd.
March 10 , 2014
Page 3

  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 reque sts 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 Securitie s 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 effectiv e date of 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) 5 51-3786, 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