SecProbe.io

July 12, 2016

Via E -mail
Dr. Shai Yarkoni
Chief Executive Officer
Cellect Biomed Ltd.
23 Hata’as Street
Kfar Saba, Israel 44425

Re: Cellect Biomed Ltd.
Registration Statement on Form F -1
Filed July 7, 2016
  File No. 333-212432

Dear Dr. Yarkoni :

We have reviewed your 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 amending your registration statement and providing the
requested information .  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 any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Business
Apotainer Selection Kit, page 63

1. Please revise your discussion of the BIRD Foundation grant to provide the following
additional information:

 Any known material provisions of the Cooperation and Project Funding Agreement;

 The circumstances under which you may be required to repay the grant and how the
amou nt subject to repayment is determined;

 The milestones that result in an obligation to repay the grant; and

Dr. Shai Yarkoni
Cellect Biomed Ltd.
July 12, 2016
Page 2

  Any circumstances which may result in your obligation to repay more than the amount of
the initial grant.

Exhibit  Index

2. Please file the amended agreements with Mr. Kasbian and Dr. Yarkoni as exhibits to the
registration statement.

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 disc losures 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:

 should the Commission or th e staff, acting pursuant 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.

Dr. Shai Yarkoni
Cellect Biomed Ltd.
July 12, 2016
Page 3

 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 propo sed
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 of the
registration statement.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director

cc:    Oded Har -Even, Esq.
              Zysman, Aharoni, Gayer and Sullivan & Worcester LLP