SecProbe.io

March 19, 2025
Dr. Eli Hazum
Chief Executive Officer
Regentis Biomaterials Ltd.
60 Medinat Hayehudim
Herzliya, Israel 4676652
Re:Regentis Biomaterials Ltd.
Registration Statement on Form F-1
Filed March 11, 2025
File No. 333-285692
Dear Dr. Eli Hazum:
            We have reviewed your registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form F-1
Capitalization, page 59
We note your revisions to address prior comment 1. Please also address the following
in revised disclosure:

•Given that your pro forma cash balance reflects the receipt of a Bridge Loan in the
total amount of $350,000, explain why your pro forma cash balance increased by
a total of $800,000. If the $450,000 reflects the receipt of proceeds under the
October 2024 Addendum, revise to include an explanation of this pro forma
adjustment;
•Remove the other assets line item;
Revise to only present the short term loan rather than total current liabilities to
better reflect the receipt and subsequent repayment of the short term loan. If there
are other amounts related to the transaction within the total liabilities line item, •1.

March 19, 2025
Page 2
please present this separately and provide an explanation; and
•Revise to double-underline your cash and cash equivalent balance so that it is
clear that cash and cash equivalent is not part of your total capitalization.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Eric Atallah at 202-551-3663 or Sasha Parikh at 202-551-3627 if you
have questions regarding comments on the financial statements and related matters. Please
contact Doris Stacey Gama at 202-551-3188 or Tim Buchmiller at 202-551-3635 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:David A. Huberman, Esq.