SecProbe.io

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 CollPlant Biotechnologies Ltd.

 4 Oppenheimer, Weizmann
Science Park

 Rehovot 7670104, Israel

 July 1, 2025

 Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 Re:
 CollPlant Biotechnologies Ltd.

 Registration Statement on Form F-1
 File No. 333-288109

 VIA EDGAR

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, CollPlant Biotechnologies Ltd. (the " Registrant ") hereby respectfully requests
that the effectiveness of the Registration Statement on Form F-1 (File No. 333-288109) of the Registrant (the " Registration Statement ")
be accelerated so that the Company's Registration Statement will be declared effective at 4:30 p.m., Eastern Time, on July 3, 2025
or as soon thereafter as may be practicable.

 The undersigned respectfully requests
that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Greenberg Traurig, LLP, by calling
Gary Emmanuel at (212) 801-9337. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.

 Very truly yours,

 COLLPLANT BIOTECHNOLOGIES
LTD.

 By:
 /s/ Eran Rotem

 Name:
 Title:
 Eran Rotem Deputy CEO and Chief Financial Officer

 cc: Gary Emmanuel (Greenberg Traurig, LLP)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 30, 2025

Yehiel Tal
Chief Executive Officer
CollPlant Biotechnologies Ltd
4 Oppenheimer, Weizmann Science Park
Rehovot 7670104, Israel

 Re: CollPlant Biotechnologies Ltd
 Registration Statement on Form F-1
 Filed June 17, 2025
 File No. 333-288109
Dear Yehiel Tal:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Robert Augustin at 202-551-8483 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Gary Emmanuel
</TEXT>
</DOCUMENT>

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CollPlant Biotechnologies Ltd.

4 Oppenheimer,
Weizmann Science Park

Rehovot 7670104, Israel

January 9, 2023

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    CollPlant Biotechnologies Ltd.

    Registration Statement on Form F-3

    File No. 333-269087

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, CollPlant Biotechnologies Ltd. (the “Registrant”) hereby respectfully requests
that the effectiveness of the Registration Statement on Form F-3 (File No. 333-269087) of the Registrant (the “Registration Statement”)
be accelerated so that the Company’s Registration Statement will be declared effective at 4:30 p.m., Eastern Time, on January 10,
2023 or as soon thereafter as may be practicable.

The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Greenberg Traurig, LLP,
by calling Eyal Peled at (212) 801-9210. The Company hereby authorizes Mr. Peled to orally modify or withdraw this request for acceleration.

    Very truly yours,

    COLLPLANT BIOTECHNOLOGIES LTD.

    By:
    /s/ Eran Rotem

    Name:
    Eran Rotem

    Title:
    Deputy CEO and Chief Financial Officer

 cc: Gary Emmanuel (Greenberg Traurig, LLP)

United States securities and exchange commission logo
January 6, 2023
Yehiel Tal
Chief Executive Officer
CollPlant Biotechnologies Ltd
4 Oppenheimer, Weizmann Science Park
Rehovot 7670104, Israel
Re:CollPlant Biotechnologies Ltd
Registration Statement on Form F-3
Filed December 30, 2022
File No. 333-269087
Dear Yehiel Tal:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jordan Nimitz 202-551-5831 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

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CollPlant Biotechnologies
Ltd.

4 Oppenheimer St.

Weizmann Science
Park

Rehovot 7670104

Israel

June 4, 2020

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    CollPlant Biotechnologies Ltd.

        Registration Statement on Form F-3

        File No. 333- 238731

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule
461 under the Securities Act of 1933, as amended, CollPlant Biotechnologies Ltd. hereby respectfully requests that the
effectiveness of the Registration Statement on Form F-3 (File No. 333-238731) of the Registrant (the “Registration
Statement”) be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on June 5, 2020 or as
soon thereafter as may be practicable.

The undersigned
respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our
counsel, McDermott Will & Emery LLP, by calling Mark S. Selinger at (212) 547-5438. The Company hereby authorizes Mr.
Selinger to orally modify or withdraw this request for acceleration.

    Very truly yours,

    COLLPLANT BIOTECHNOLOGIES LTD.

    By:
    /s/ Eran Rotem

    Name:
    Eran Rotem

    Title:
    Deputy CEO and Chief Financial Officer

United States securities and exchange commission logo
June 3, 2020
Yehiel Tal
Chief Executive Officer
CollPlant Biotechnologies Ltd
4 Oppenheimer, Weizmann Science Park
Rehovot 7670104, Israel
Re:CollPlant Biotechnologies Ltd
Registration Statement on From F-3
Filed May 27, 2020
File No. 333-238731
Dear Mr. Tal:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark S. Selinger, Esq.

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CollPlant Holdings Ltd.

4 Oppenheimer, Weizmann
Science Park

Rehovot 7670104, Israel

April 18, 2019

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    CollPlant Holdings Ltd.

        Registration Statement on Form F-3

        File No. 333- 228054

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, CollPlant Holdings Ltd. (the “Company”) hereby respectfully requests that the
effectiveness of the Registration Statement on Form F-3 (File No. 333-228054) of the Company (the “Registration Statement”)
be accelerated so that the Company’s Registration Statement will become effective at 4:30 p.m., Eastern Time, on April 19,
2019 or as soon thereafter as may be practicable.

The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will
& Emery LLP, by calling Gary Emmanuel at (917) 297-4545. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw
this request for acceleration.

    Very truly yours,

    COLLPLANT HOLDINGS LTD.

    By:
    /s/ Eran Rotem

    Name:
    Eran Rotem

    Title:
    Deputy CEO and Chief Financial Officer

cc: Gary Emmanuel (McDermott Will & Emery LLP)

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CollPlant Holdings Ltd. 3

Sapir Street, Weizmann
Science Park

Ness Ziona 74140, Israel

February 21, 2019

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    CollPlant Holdings Ltd.

        Registration Statement on Form F-3

        File No. 333- 229486

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, CollPlant Holdings Ltd. (the “Registrant”) hereby respectfully requests
that the effectiveness of the Registration Statement on Form F-3 (File No. 333-229486) of the Registrant (the “Registration
Statement”) be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on February 22, 2019 or
as soon thereafter as may be practicable.

The Registrant hereby confirms
that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934,
as amended, as they relate to the proposed offering of the securities specified in the Registration Statement. The Registrant hereby
acknowledges that:

•  should the Securities
                                         and Exchange Commission (the “Commission”) or the staff, acting pursuant
                                         to delegated authority, declare the Registration Statement effective, it does not foreclose
                                         the Commission from taking any action with respect to the Registration Statement;

•  the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and

•  the Registrant 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.

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to
our counsel, McDermott Will & Emery LLP, by calling Gary Emmanuel at (917) 297-4545. The Company hereby authorizes Mr. Emmanuel
to orally modify or withdraw this request for acceleration.

Please also provide a
copy of the Commission’s order declaring the Registration Statement effective to Mr. Emmanuel via email to gemmanuel@mwe.com
or facsimile to (212) 547-5444 and via mail at 340 Madison Avenue, New York, NY 10173.

    Very truly
yours,

    COLLPLANT
HOLDINGS LTD.

    By:
    /s/ Eran Rotem

    Name: Eran Rotem
Title: Deputy CEO and Chief Financial
Officer

cc:  Gary Emmanuel (McDermott Will & Emery LLP)

February 15, 2019
Eran Rotem
Chief Financial Officer
CollPlant Holdings Ltd.
3 Sapir Street, Weizmann Science Park
Ness-Ziona 74140, Israel
Re:CollPlant Holdings Ltd.
Registration Statement on Form F-3
Filed February 1, 2019
File No. 333-229486
Dear Mr. Rotem:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Eric Atallah at (202) 551-3663 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Gary Emmanuel

September 6, 2018
Yehiel Tal
Chief Executive Officer
CollPlant Holdings Ltd.
3 Sapir Street, Weizmann Science Park
Ness-Ziona 74140, Israel
Re:CollPlant Holdings Ltd.
Draft Registration Statement on Form F-1
Submitted August 30, 2018
CIK No. 0001631487
Dear Mr. Tal:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Gary Emmanuel, Esq.

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COLLPLANT HOLDINGS LTD.

January 29, 2018

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Timothy Buchmiller

Re: CollPlant Holdings Ltd.

Form F-1 Registration Statement

File No. 333-214188 (the “Registration Statement”)

Dear Mr. Buchmiller:

CollPlant Ltd. (the “Company”) hereby requests that the effective date of the Registration Statement be accelerated under Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, so that it will be declared effective on January 30, 2018, at 4:00 p.m., Eastern Standard Time, or as soon thereafter as possible.

The Company hereby acknowledges the following:

·                                         should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

·                                         the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; 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.

[Remainder of page intentionally left blank.]

Sincerely,

COLLPLANT HOLDINGS LTD.

By:

/s/   Eran Rotem

Name:   Eran Rotem

Title:   Deputy CEO and Chief Financial Officer

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Boston   Brussels     Chicago   Dallas Düsseldorf   Frankfurt     Houston   London   Los Angeles   Miami

Milan   Munich     New York   Orange County   Paris     Rome   Seoul   Silicon Valley   Washington, D.C.

Strategic   alliance with MWE China Law Offices (Shanghai)

Gary   Emmanuel

Attorney   at Law

gemmanuel@mwe.com

+1   212 547 5541

January 23, 2018

VIA EDGAR

Tim Buchmiller

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.
 Washington, D.C. 20549

Re:                             CollPlant Holdings Ltd.
 Amendment No. 4 to Registration Statement on Form F-1
 Filed December 27, 2017
 File No. 333-214188

Dear Mr. Buchmiller:

On behalf of CollPlant Holdings Ltd. (the “Company”), we are writing to submit the Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated January 17, 2018, relating to the Company’s Registration Statement on Form F-1 filed with the Commission on October 21, 2016, as amended on December 27, 2017 (the “Form F-1”).

The Company is concurrently publicly filing via EDGAR its Amendment No. 5 to the Form F-1 (“Amendment No. 5”), which reflects the Company’s responses to the comments received from the Staff and certain updated information.

For ease of review, we have set forth below each of the numbered comments of your letter and the Company’s responses thereto.

Alpha Financing, page 7

1.                                      We note your disclosure on page 9 that the Alpha Purchase Agreement may be terminated by the purchasers or by you partially with respect to the second closing if the second closing has not occurred on or before December 31, 2017 and partially with respect to the third closing if the third closing does not occur on or before April 30, 2018. Since your disclosure indicates that the second and third closings have not occurred, and the selling shareholder may partially terminate the second closing at this time, it appears that some of the shares, including the shares underlying the debenture

and the warrant to be issued in the second and third closings, being registered for resale have not been issued to the selling shareholders prior to the filing of the amendment to your registration statement that registered the resale of the shares. Provide us with an analysis as to why you believe that the selling shareholder is irrevocably bound to purchase, and is at market risk for, all of the shares being registered for resale

Please note that if the selling shareholder was not irrevocably bound to purchase the ordinary shares and at market risk with respect to those shares at the time you filed the amendment registering the resale, the private placement of those shares has not been completed, and you will not be able to register the resale with respect to those shares. In that event, you will have to remove those shares from this registration statement and, if desired, file a new registration statement to register those shares no sooner than the date that the selling shareholder becomes irrevocably bound to purchase and is at market risk with respect to those shares.

Also, if the transactions involving the issuance of the securities overlying the ordinary shares do not meet the conditions under which you may file a registration statement for resale of the privately placed securities before their actual issuance, the selling shareholder should be clearly identified as “underwriter.”

For guidance, refer to Question 139.11 of our Compliance and Disclosure Interpretations relating to Securities Act Sections.

Response:                                        For the reasons set forth below, the Company respectfully submits that Alpha was irrevocably bound to purchase the ordinary shares, debentures and warrant at the time of filing the registration statement and was and continues to be at market risk with respect to the ordinary shares and debenture purchased in the first and second closings under the Alpha Purchase Agreement and the ordinary shares and/or debenture and warrant to be purchased in the third closing under the Alpha Purchase Agreement.

At the outset, the Company wishes to clarify that both the first and second closings under the Alpha Purchase Agreement have occurred. The first closing occurred on October 26, 2017, almost one month prior to the filing of the registration statement on Form F-1 on November 22, 2017 and the second closing occurred on December 31, 2017, prior to the time that Alpha would have a right, under Section 5.1 of the Alpha Purchase Agreement, to partially terminate the agreement with respect to the second and third closings. In both cases, Alpha was and remains to be at market risk.

The obligation of Alpha to purchase ordinary shares and/or a debenture at the second closing and ordinary shares and/or a debenture and warrant at the third closing from the Company pursuant to the Alpha Purchase Agreement was, in the case of the second closing, and is, in the case of the third closing, not subject to closing conditions that are within Alpha’s control or that Alpha can cause not to be satisfied. Under prior guidance provided by the Staff, an investor’s purchase of securities cannot be conditioned upon the satisfaction of closing conditions that are within an investor’s control or that an investor can cause not to be satisfied. The second paragraph of Securities Act Compliance and Disclosure Interpretation 139.11 provides that:

“In a PIPE transaction, a company will be permitted to register the resale of securities prior to their issuance if the company has completed a Section 4(2)–exempt sale of the securities (or in the case of convertible securities, of the convertible security itself) to the

investor, and the investor is at market risk at the time of filing of the resale registration statement. The investor must be irrevocably bound to purchase a set number of securities for a set purchase price that is not based on market price or a fluctuating ratio, either at the time of effectiveness of the resale registration statement or at any subsequent date. When a company attempts to register for resale shares of common stock underlying unissued, convertible securities, the PIPE analysis applies to the convertible security, not to the underlying common stock. There can be no conditions to closing that are within an investor’s control or that an investor can cause not to be satisfied. For example, closing conditions in capital formation transactions relating to the market price of the company’s securities or the investor’s satisfactory completion of its due diligence on the company are unacceptable conditions. The closing of the private placement of the unissued securities must occur within a short time after the effectiveness of the resale registration statement.”

Securities Act Compliance and Disclosure Interpretation 139.19 further provides that customary closing conditions “such as “bring downs” of customary representations or warranties” and “customary clauses regarding no material adverse changes affecting the company” are not conditions that are within an investor’s control that would “prevent the private transaction from being “completed”.

The conditions to the second and third closing are either customary closing conditions (such as bring downs of customary representations and warranties, performance of all obligations, covenants and agreements of the Company and no suspension in trading of the Company’s securities) or actions that the Company is required to take (such as obtaining shareholder approval and Tel Aviv Stock Exchange approval, listing of the ADSs on Nasdaq and reconstituting the board). None of these closing conditions are within Alpha’s control or are conditions that Alpha can cause not to be satisfied, and are therefore permissible closing conditions.

Accordingly, so long as the second closing occurred on or prior to December 31, 2017 (as mentioned above, the second closing occurred on December 31, 2017) and so long as the third closing occurs prior to April 30, 2018 (the third closing is yet to occur), Alpha has no new investment discretion in purchasing the Company’s securities at the second and third closing and was and continues to be irrevocably committed to purchasing such securities. Therefore, the existence of such outside dates by which the closing conditions to the second closing and the third closing must be satisfied does not modify the irrevocable nature of Alpha’s obligation to purchase the Company’s securities.

In view of the fact that the third closing has not occurred and among the closing conditions for the third closing the Company is required to obtain security holder approval for the Company to transition to dual-listing reporting format, which may not necessarily occur within a short time after the effectiveness of the resale registration statement, the Company has decided to remove the underlying ordinary shares of the third closing from the registration statement.

The proposed financing with Alpha, Meitav Dash…., page 22

2.              We note your disclosure the Israel Securities Authority informed you that the Meitav Dash and Ami Sagi financings should be submitted for approval at a general meeting of shareholders as required by Section 270(5) of the Companies Law. Revise your disclosure to indicate if you will submit those financings for shareholder approval and

disclose any regulatory, liquidity or other risks if you do not intend to seek such approval or do not receive such approval.

Response:                                        In response to the Staff’s comment, the Company has revised its disclosure on page 23.

Management, page 120

3.              We note you have added a director nominee. Provide any consent required by Securities Act Rule 438.

Response:                                        Since the filing of the last amendment to the Form F-1, Dr. Elan Penn became a member of the Company’s board of directors. Accordingly, Dr. Penn has been added as a signatory to the signature page.

Principal Shareholders, page 151

4.              We note your disclosure that you completed the first closing under the Alpha Purchase Agreement on October 26, 2017 which resulted in the issuance to Alpha of an aggregate of 7,280,000 ordinary shares and a debenture that is currently convertible into 16,021,371 ordinary shares. Provide us analysis as to why Alpha Capital Anstalt is not identified as a beneficial owner of more than 5% of your outstanding shares or revise your disclosure as appropriate.

Response:                                        In response to the Staff’s comment, the Company has revised its disclosure on page 152.

Please contact me at 212-547-5541 if you have any questions or require any additional information in connection with this letter.

Sincerely,

/s/ Gary Emmanuel

cc:  Yehiel Tal, Chief Executive Officer

Eran Rotem, Chief Financial Officer

Mail Stop 3030

January 17, 2018

Yehiel Tal
Chief Executive Officer
CollPlant Holdings Ltd.
3 Sapir Street, Weizmann Science Park
Ness -Ziona 74140, Israel

Re: CollPlant Holdings Ltd.
Amendment No. 4 to Registration Statement on Form F -1
Filed December 27, 2017
  File No. 333 -214188

Dear Mr. Tal :

We have reviewed your amended 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 n ot 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.

Alpha Financing, p age 7

1. We note your disclosure on page 9 that the Alpha Purchase Agreement may be
terminated by the purchasers or by you partially with respect to the second closing if the
second closing has not occurred on or before December  31, 2017 and partially with
respect to the third closing if the third closing does not occur on or before April  30, 2018.
Since your disclosure indicates that the second and third closings have not occurred, and
the selling shareholder may partially terminate the second closing at t his time, it appears
that some of the shares , including the shares underlying the debenture and the warrant to
be issued in the second and third closings, being registered for resale have not been
issued to the selling shareholders prior to the filing of t he amendment to your registration
statement that registered the resale  of the shares .  Provide us with an analysis as to why
you believe that the selling shareholder is irrevocably  bound  to purchase , and is at market
risk for, all of the shares being regis tered for resale.

Yehiel Tal
CollPlant Holdings Ltd.
January  17, 2018
Page 2

Please note that if the selling shareholder was not irrevocably  bound  to purchase the
ordinary shares and at market  risk with respect to those shares at the time you filed the
amendment registering the resale, the private placement of th ose shares has not been
completed, and you will not be able to register the resale with respect to those shares.  In
that event, you will have to remove those shares from this registration statement and, if
desired, file a new registration statement to reg ister those shares no sooner than the date
that the selling shareholder becomes irrevocably  bound  to purchase and is at market  risk
with respect to those shares.

Also, if the transactions involving the issuance of the securities overlying the ordinary
shares do not meet the conditions under which you may file a registration statement for
resale of the privately placed securities before their actual issuance, the selling
shareholder should be clearly identified as “underwriter.”

For guidance, refer to Ques tion 139.11 of our Compliance and Disclosure Interpretations
relating to Securities Act Sections.

The proposed financing with Alpha, Meitav Dash…., page 22

2. We note your disclosure  the Israel Securities Authority informed you that the Meitav
Dash and Ami Sagi financings should be submitted for approval at a general meeting of
shareholders as required by Section  270(5) of the Companies Law .  Revise your
disclosure to indicate if you will submit those financings for shareholder approval and
disclose any regu latory, liquidity or other risks if you do not intend to seek such approval
or do not receive such approval.

Management, page 120

3. We note you have added a director nominee.  Provide any consent required by Securities
Act Rule  438.

Principal Shareholders, page 151

4. We note you r disclosure that you completed the first closing under the Alpha Purchase
Agreement on October  26, 2017 which resulted in the issuance to Alpha of an aggregate
of 7,280,000 ordinary shares and a debenture that is current ly convertible into 16,021,371
ordinary shares.  Provide us analysis as to why Alpha Capital Anstalt is not identified as a
beneficial owner of more than 5% of your outstanding shares or revise your disclosure as
appropriate.

You may contact Kristin Lochhead at (202) 551 - 3664 or Gary Todd, Senior Accountant,
at (202) 551 -3605 if you have questions regarding comments on the financial statements and

Yehiel Tal
CollPlant Holdings Ltd.
January  17, 2018
Page 3

 related matters.  Please contact Tim Buchmiller  at (202) 551 -3635 or Dan Morris, Special
Counsel , at (202) 551 -3314 with any other questions.

Sincerely,

 /s/ Daniel Morris for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Gary M. Emmanuel, Esq.
 McDermott Will & Emery LLP

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Boston Brussels Chicago   Dallas Düsseldorf Frankfurt Houston London Los Angeles Miami
   Milan Munich New York Orange County Paris Rome Seoul Silicon Valley   Washington, D.C.

Strategic alliance with MWE China Law Offices   (Shanghai)

Gary Emmanuel
   Attorney at Law
   gemmanuel@mwe.com
   +1 212 547 5541

December 27, 2017

VIA EDGAR

Tim Buchmiller

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.
 Washington, D.C. 20549

Re:                             CollPlant Holdings Ltd.
 Amendment No. 3 to Registration Statement on Form F-1
 Filed November 22, 2017
 File No. 333-214188

Dear Mr. Buchmiller:

On behalf of CollPlant Holdings Ltd. (the “Company”), we are writing to submit the Company’s response to the comment of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated December 19, 2017, relating to the Company’s Registration Statement on Form F-1 filed with the Commission on October 21, 2016, as amended on November 22, 2017 (the “Form F-1”).

The Company is concurrently publicly filing via EDGAR its Amendment No. 4 to the Form F-1 (“Amendment No. 4”), which reflects the Company’s response to the comment received from the Staff and certain updated information.

For ease of review, we have set forth below the numbered comment of your letter and the Company’s response thereto.

Results of Operations

1.              We note your disclosure that your revenues increased during the periods presented. Please provide additional detail addressing the reasons for this increase. For example, clarify how your product offerings have changed since the prior period, discuss price and/or volume changes, changes to your distribution, and any other material factors affecting your revenues.

Response:             In response to the Staff’s comment, the disclosure on pages 78 and 80 has been updated to address the reasons for the increase of revenues for the three and nine month periods ended September 30, 2017 when compared to the same periods in 2016. In addition, the disclosure on page 81 has been updated to clarify the reason for the increase of revenues for the year ended December 31, 2016 when compared to the same period in 2015.

Please contact me at 212-547-5541 if you have any questions or require any additional information in connection with this letter.

Sincerely,

/s/ Gary Emmanuel

cc:

Yehiel   Tal, Chief Executive Officer

Eran   Rotem, Chief Financial Officer

Mail Stop 3030

December 19, 2017

Yehiel Tal
Chief Executive Officer
CollPlant Holdings Ltd.
3 Sapir Street, Weizmann Science Park
Ness -Ziona 74140, Israel

Re: CollPlant Holdings Ltd.
Amendment No. 3 to Registration Statement on Form F -1
Filed November 22, 2017
  File No. 333 -214188

Dear Mr. Tal :

We have reviewed your amended 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.

Results of Opera tions

Revenues, page 77  and page 78

1. We note your disclosure that your revenues increased during the periods presented.
Please provide additional detail addressing the reasons for this increase.  For example,
clarify how your product offerings have changed since the prior period, discuss  price
and/or volume changes, changes to your distribution, and any other material factors
affecting your revenues.

Yehiel Tal
CollPlant Holdings Ltd.
December 19, 2017
Page 2

 You may contact Kristin Lochhead at (202) 551 - 3664 or Gary Todd, Senior Accountant,
at (202) 551 -3605 if you have questions regarding comments on the financial statements and
related matters.  Please contact Tim Buchmiller  at (202) 551 -3635 or Daniel Morris, Special
Counsel, at (202) 551 -3314 with any  other questions.

Sincerely,

 /s/ Daniel Morris for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Gary M. Emmanuel, Esq.
 McDermott Will & Emery LLP

CORRESP
1
filename1.htm

Boston Brussels Chicago   Dallas Düsseldorf Frankfurt Houston London Los Angeles Miami
   Milan Munich New York Orange County Paris Rome Seoul Silicon Valley   Washington, D.C.
    Strategic alliance with   MWE China Law Offices (Shanghai)

Gary Emmanuel
   Attorney at Law
   gemmanuel@mwe.com
   +1 212 547 5541

December 2, 2016

VIA EDGAR

Tim Buchmiller

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:                             CollPlant Holdings Ltd.
 Amendment No. 1 to Registration Statement on Form F-1
 Filed November 25, 2016
 File No. 333-214188

Dear Mr. Buchmiller:

On behalf of CollPlant Holdings Ltd. (the “Company”), we are writing to submit the Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated December 1, 2016, relating to the Company’s Registration Statement on Form F-1 filed with the Commission on October 21, 2016, as amended on November 25, 2016 (the “Form F-1”).

The Company is concurrently publicly filing via EDGAR its Amendment No. 2 to the Form F-1 (“Amendment No. 2”), which reflects the Company’s responses to the comments received from the Staff and certain updated information.

For ease of review, we have set forth below each of the numbered comments of your letter and the Company’s responses thereto.

Prospectus Cover Page

1.              Please disclose on the cover page of the preliminary prospectus a bona fide price range of the offered securities. If you intend to price the securities based on an existing home market price, you may disclose a percentage range based on that price (for example, 10% of the home market price) within which you intend to price the securities.

Response:                                        In response to the Staff’s comments, the Company has disclosed in Amendment No. 2 a price range between $5.30 and $6.30.

The Offering, page 11

2.              Please tell us why you have removed your disclosure in the first paragraph on page 12 regarding the ordinary shares that are issuable pursuant to the lease agreement you entered into on July 28, 2016 or revise your disclosure as appropriate.

Response:                                        In response to the Staff’s comments, the disclosure regarding the ordinary shares that are issuable pursuant to the lease agreement entered into by the Company on July 28, 2016 was removed because such ordinary shares have been issued.  Other instances of disclosure in the Form F-1 regarding such issuable ordinary shares have been modified to clarify the fact that such ordinary shares have since been issued.

Please contact me at 212-547-5541 if you have any questions or require any additional information in connection with this letter.

Sincerely,

/s/ Gary Emmanuel

cc:

Yehiel   Tal, Chief Executive Officer

Eran   Rotem, Chief Financial Officer

Mail Stop 3030

December 1, 2016

Yehiel Tal
Chief Executive Officer
CollPlant Holdings Ltd.
3 Sapir Street, Weizmann Science Park
Ness -Ziona 74140, Israel

Re: CollPlant Holdings Ltd.
Amendment No. 1 to Registration Statement on Form F -1
Filed November 25, 2016
  File No. 333 -214188

Dear Mr. Tal :

We have reviewed your amended 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 n ot 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.   Unless we note
otherwise, our references to prior comments are to comments in our November 1, 2016 letter .

Prospectus Cover Page

1. Please disclose on the cover page of the preliminary prospectus a bona fide price range of
the offered securities.   If you intend to price the securities based on an existing home
market price, you may disclose a percentage range based on that price (for example, 10%
of the home market price) within which you intend to price the securities.

The Offering, page 11

2. Please tell us why you have remo ved your disclosure in the first paragraph on page  12
regarding the ordinary shares that are issuable pursuant to the lease agreement you
entered into on July 28, 2016 or revise your disclosure as appropriate.

Yehiel Tal
CollPlant Holdings Ltd.
December 1 , 2016
Page 2

 You may contact Kristin Lochhead at (202) 551 - 3664 or Gary Todd, Senior Accountant,
at (202) 551 -3605 if you have questions regarding comments on the financial statements and
related matters.  Please contact Tim Buchmiller  at (202) 551 -3635 or Dan Morris, Special
Counsel, at (202) 551 -3314 with any other questions.

Sincerely,

 /s/ Daniel Morris for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Gary M. Emmanuel, Esq.
 McDermott Will & Emery LLP

CORRESP
1
filename1.htm

Boston  Brussels    Chicago  Dallas Düsseldorf  Frankfurt    Houston  London  Los Angeles Miami
   Milan  Munich  New York    Orange County  Paris  Rome    Seoul  Silicon Valley  Washington, D.C.
    Strategic alliance with   MWE China Law Offices (Shanghai)

Gary Emmanuel
   Attorney at Law
   gemmanuel@mwe.com
   +1 212 547 5541

November 2, 2016

VIA EDGAR

Tim Buchmiller

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.
 Washington, D.C. 20549

Re:                             CollPlant Holdings Ltd.
 Registration Statement on Form F-1
 Filed October 21, 2016
 File No. 333-214188

Dear Mr. Buchmiller:

On behalf of CollPlant Holdings Ltd. (the “Company”), we are writing to submit the Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated November 1, 2016, relating to the Company’s Registration Statement on Form F-1 filed with the Commission on October 21, 2016 (the “Form F-1”).

For ease of review, we have set forth below each of the numbered comments of your letter and the Company’s responses thereto.

Market for Bone Repair Products, page 97

1.                                      We note that you have included in this section disclosure regarding Bioventus’ estimate of the market size for the bone repair products. Please tell us whether you commissioned this market data from Bioventus and provide us your analysis of whether Rule 436 requires that you file the consent of Bioventus with regard to this disclosure.

Response:                                        In response to the Staff’s comments, the Company did not commission Bioventus’ estimate of the market size for bone repair products.  This estimate is publicly available in SEC filings made by Bioventus and the reference to this estimate is not intended to infer that such estimate was “expertised”.

More specifically, Rule 436 requires that a consent be filed if any portion of a report or opinion of an expert is quoted or summarized as such in a registration statement.  Section 7 of the Securities Act of 1933 provides that an expert is “any accountant, engineer, or appraiser, or any person whose profession gives authority to a statement made by him.” The Company respectfully submits that Bioventus is not among the class of persons subject to Section 7 and Rule 436 as “experts” unless the Company expressly identifies Bioventus as an expert or statements are purported to be made on the authority of Bioventus as an “expert.” The Company notes that the consent requirement of Rule 436 is generally directed at circumstances in which an issuer has engaged a third party expert or counsel to prepare a valuation, opinion or other report specifically for use in connection with such issuer’s registration statement.

Corporate Governance Practices, page 119

2.                                      Please tell us why you removed the disclosure that appeared in this section under the headings “Nomination of our directors,” “Compensation of officers” and “Independent directors” in your amendment filed on July 27, 2016.

Response:                                        In response to the Staff’s comments, the removed disclosure under the headings “Nomination of our directors,” “Compensation of officers,” and “Independent directors” describe the home country rules of corporate governance that the Company previously intended to follow in lieu of the comparable NASDAQ listing requirements, which the Company was permitted to do as a foreign private issuer.  The Company respectfully submits that the removed disclosure is no longer required because the Company no longer intends to follow the home country rules of corporate governance in connection with the nomination of the Company’s directors, compensation of the Company’s officers, and director independence.  The Company now intends to follow the NASDAQ listing requirements in connection with such matters.

Please contact me at 212-547-5541 if you have any questions or require any additional information in connection with this letter.

Sincerely,

/s/ Gary Emmanuel

cc:

Yehiel   Tal, Chief Executive Officer

Eran   Rotem, Chief Financial Officer

Mail Stop 3030

November 1, 2016

Yehiel Tal
Chief Executive Officer
CollPlant Holdings Ltd.
3 Sapir Street, Weizmann Science Park
Ness -Ziona 74140, Israel

Re: CollPlant Holdings Ltd.
Registration Statement on Form F -1
Filed October 21, 2016
  File No. 333 -214188

Dear Mr. Tal :

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 a ppropriate, 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.

Market for Bone Repair Products, page 97

1. We not e that you have included in this section disclosure regarding Bioventus’ estimate
of the market size for the bone repair products.  Please tell us whether you commissioned
this market data from Bioventus and provide us your analysis of whether Rule 436
requires that you file the consent of Bioventus with regard to this disclosure.

Corporate Governance Practices, page 119

2. Please tell us why you removed the disclosure that appeared in this section under the
headings “Nomination of our directors,” “Compensation of officers” and “Independent
directors.” in your amendment filed on July 27, 2016.

Yehiel Tal
CollPlant Holdings Ltd.
November 1 , 2016
Page 2

 You may contact Kristin Lochhead at (202) 551 - 3664 or Gary Todd, Senior Accountant,
at (202) 551 -3605 if you have ques tions regarding comments on the financial statements and
related matters.  Please contact Tim Buchmiller  at (202) 551 -3635 or Daniel Morris, Special
Counsel, at (202) 551 -3314 with any other questions.

Sincerely,

 /s/ Daniel Morris for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Gary M. Emmanuel, Esq.
 McDermott Will & Emery LLP

July 17, 2015

Via E -mail
Yehiel Tal
Chief Executive Officer
CollPlant Holdings Ltd.
3 Sapir Street, Weizmann Science Park
Ness -Ziona 74140, Israel

 Re: CollPlant Holdings Ltd.
  Amendment No. 1 to
  Draft Registration Statement on Form F -1
  Submitted  July 1, 2015
  CIK No. 0001631487

Dear Mr. Tal :

We have reviewed your amended 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 disclosu re.

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 cir cumstances 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.

Prospectus Cover Page

1. We note your reply to prior comment 1.   Please revise your disclosure under “Pri ce
Range of Our Ordinary Shares” on  page 58, or elsewhere  as appropriate , to include the
substance of your reply .

Overview, page 1

2. We note your response to prior comment 4 that the term  “registration trial” is used
generically to refer to trials that you plan to use to support marketing authorization,
“whether that is an approval from the FDA, marketing authorizati on from the EMA or a
CE Mark.”  As the types of approval or authorization by these bodies can vary widely in
terms of what must be proven in clinical trials supporting an application, please revise the

Yehiel Tal
CollPlant Holdings Ltd.
July 17, 2015
Page 2

 disclosure on pages 19, 68, 82, 92 and 94 to indicate what authorization or approval you
are seeking based on the results of that specific trial.

Advantages of our rhCollagen, page 2

3. We note your response to comment 7.  Where you disclose that the advantages described
here were demonstrated in certai n testing, please expand your disclosure to describe
briefly the specific testing or studies that demonstrated these results, who conducted the
testing or studies, and how the testing or studies were designed.

Our Product Candidates, page 5

4. We note your response to comment 6.  Please expand to describe the size of the pre -
clinical study with rats.

Management’s Discussion and Analysis…, page 68

5. We note your response to prior comment 14. With a view toward clarified disclosure,
please expand your respons e to explain why it is currently uncertain as to how your
intellectual property rights would be impacted by your collaboration with Pfizer and the
current collaborator.

6. We note your response to comment 16.  Please expand to disclose the nature of the “pre -
clinical studies” you conducted with two of your product candidates.  What were the size
and scope of those studies?  Please explain what you mean when you describe
“successful interim results” for your VergenixFG candidate.  What constituted success
for those studies?

Certain Relationships and Related Party Transactions, page 138

7. We note your response to prior comment 26.  Please expand your disclosure to clarify the
basis on which Yissum  is a related party.  Please also expand your response to address
why, in light of the nature of the relationship with Yissum as a related party, you believe
those agreements are not material in significance such that they do not need to be filed
pursuant to Item 601(b)(10)(ii) of Regulation S -K.

Principal Shareholders, page 141

8. We note your revisions in response to prior comment 27.  It is unclear why you are
unable to determine the individuals who have voting and dispositive power over the
shares held  by the Van Leer Foundation Group.  For example, is there a board of
directors of the foundation whose individual members may have such investment
control?

Yehiel Tal
CollPlant Holdings Ltd.
July 17, 2015
Page 3

 You may contact Kristin Lochhead at 202 -551-3664 or Gary Todd, Senior Accountant, at
202-551-3605 if you have questions regarding comments on the financial statements and related
matters.  Please contact Jay Mumford at 202 -551-3637 or Mary Beth Breslin, Senior Attorney, at
202-551-3625 with any other questions.

Sincerely,

 /s/ Mary Beth Breslin for

 Amanda Ravitz
Assistant Director

cc (via e -mail):  Mark S. Selinger, Esq .

June 22, 2015

Via E-mail
Yehiel Tal
Chief Executive Officer
CollPlant Holdings Ltd.
3 Sapir Street, Weizmann Science Park
Ness -Ziona 74140, Israel

 Re: CollPlant Holdings Ltd.
  Draft Registration Statement on Form F -1
  Submitted May 26 , 2015
  CIK No. 0001631487

Dear Mr. Tal:

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 registra tion statement or filed registration statement, we may have additional
comments.

Prospectus Cover Page

1. We note the reference to the closing price of your stock on TASE and OTCQX.  Please
tell us how you intend to determine your offering price.   Please also tell us the average
daily trading volume of your common stock on the Tel Aviv Stock market as a
percentage of outstanding shares .

Overview,  Page 1

2. Please revise you summary so that investors who are not familiar with your industry or
technology can better understand your disclosure.  For example, please revise to clarify
the terms “ orthobiologics ,” “recombinant type I human c ollagen ,” “platelet -rich plasma ,”
“biofunctionality ,” “thermal stability ,” “pristine triple helix ,” and “high mole cular order ,”
among many others.

Yehiel Tal
CollPlant Holdings Ltd.
June 22, 2015
Page 2

 3. Your summary disclosure should be a balance d presentation of both the positive and
negative aspects of your offering and your company’s business .  For example, we note
your disclosure of your market opportunity in the las t sentence in your first paragraph
where you describe a market opportunity of $5 billion , yet you have not balanced this
disclosure with equally prominent disclosure about your losses and your auditor ’s doubt
about your ability to continue as a going concern.  Please revise accordingly.

4. Please clarify what it means to be in “registration trials” and explain where such trials are
taking place.   Also, please explain what it means to have a pre -Investigational Device
Exemption and describe the hurdles yo u must overcome to obtain CE marking
certification and FDA approval.

5. In your third paragraph you describe the performance of your rhCollagen according to
data in “peer-reviewed scientific publications.”  It is unclear why you believe it is
appropriate t o make the statements about your product’s performance as your product is
not on the market and you do not appear to have completed clinical trials.  Please advise
or revise.

Advantages of our rhCollagen an d rhCollagen -based Products, page 2

6. In addition to describing the  “many  advantages ” of your product candidate , please
balance your disclosure to provide equally prominent discussion of the disadvantages of
your product candidates.

7. Where you disclose that the advantages described here were de monstrated in certain
testing, please expand your disclosure to describe briefly the specific trials that
demonstrated these results, who conducted the trials, and  how the trials were designed.

Our Strategy, page 3

8. We note your second bullet point.  Please clarify whether you intend to use the proceeds
of this offering to comp lete the CE and FDA approval processes and whether you
anticipate the proceeds will be enough to complete the trials.   If they will not be enough
to complete the trials, please r evise to disclose in the “Use of Proceeds” section what the
proceeds will allow you to accomplish in the trials, the amount of additional financing
that will be required to complete the remaining steps, and the anticipated source  or
sources of the financin g.

Our Product Candidates, page 4

9. Please expand to describe the size and efficacy of the pre -clinical study with rats.  Please
quantify the number of patients included in your current clinical trial .  Also  provide
similar information regarding the ot her trials discussed here, such as the wound filler trial
mentioned on page 5.

Yehiel Tal
CollPlant Holdings Ltd.
June 22, 2015
Page 3

Our Market Opportunity, page 5

10. Please revise to clarify whether the market for the indications that VergenixSTR and
VergenixBVF are intended to address constitute s the “major segments of the
orthobiologics market ” that currently comprise a $6.7 billion worldwide market, as you
disclose on page 6 . Similarly clarify your disclosure regarding the indications within the
soft tissue repair market and advanced wound care market that your products are intended
to address. It is not clear from your current disclosure whether your products will address
the entire markets for which you provide quantified disclosure , or only a subset of those
markets.

Implications of Our E merging Growth Company and Foreign Private Issuer Status, page 7

11. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present t o potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Our clinical trials may not be successful ..., page 18

12. Please explain the term “CRO”  and the nature of your relationship with these entities.

An issued patent covering our product…, page 42

13. Please expand this risk factor to tell us what the impact would be upon your proposed
products if this patent is invalidated and revise to remove m itigating language such as
“we believe we will prevail.”

Management’s Discussion and Analysis…, page 66

14. Please expand your discussion of your agreement with Pfizer to describe the status of
your relationship and tell us why you have not filed the agreeme nt as an exhibit.  Clarify
the current state of development of the product or products you have been developing
with Pfizer.   In an appropriate section of your document, please further clarify how the
intellectual property rights to your products are impac ted by your collaboration with third
parties.

15. In your third bullet point you describe a predecessor wound healing product receiving CE
certification.  Please expand to describe how this product differed from your current
product candidates and why you h ave not sought to develop this predecessor product.

Yehiel Tal
CollPlant Holdings Ltd.
June 22, 2015
Page 4

 16. Please expand to disclose the extent of the “preclinical studies” you conducted with two
of your product candidates and explain what you mean when you describe “successful
interim results”  for your Verg enixF G candidate.

Research and Development Expenses, page 71

17. Please revise to quantify the amount of “participation in research and development
expenses” contributed by OCS and the U.S. -based corporate collaborator in the
development of Vergenix  BVF compared to the prior year.

General, Administrative and Marketing Expenses, page 71

18. Please revise to provide additional disclosure about the nature of the management -related
compensation payments.    For example, please disclose if these are salary  related
increases, additional employees, or related to one -time payments.

Significant Accounting Estimates and Judgments, page 74

19. We see from page F -23 that you issued options to purchase ordinary shares to the Vice
President of R&D and the chairman o f the board of directors in September and October
2014.    In that regard, please respond to the following comments:

 Please tell us why you do not include the valuation of stock options as a
significant accounting estimate.

 Please tell us the estimated IP O price.   To the extent there is a significant
difference between the estimated grant -date fair value of your ordinary shares
during the past twelve months and the estimated IPO price please discuss for us
each significant factor contributing to the differ ence.

20. As a related matter, we see from page F -27 that you issued a significant number of
options in March and May 2015.    Please tell us the grant -date fair value of the ordinary
shares used to determine the fair value of the options.   Please reconcile t he fair value to
the estimated IPO price, once available.

Agreement with Yissum Research Development Company…, page 96

21. Please add a risk factor discussing the reversion right and the patents being registered
without reflecting Yissum’s 1% interest.

Advisory Boards, page 109

22. With a view to disclosure, please tell us how members of the scientific  advisory  board
and the clinical advisory board are appointed, the terms of their appointments, how long

Yehiel Tal
CollPlant Holdings Ltd.
June 22, 2015
Page 5

 they have served, and whether you have any agreement s with them.   Please also disclose
whether and how members of these boards are compensated .

Compensation of Executive O fficers and Directors, page 126

23. We note your disclosure of aggregate compensation.  Please tell us whether you are
required to disclose executi ve compensation on an individual bases in Israel based on a
rule approved by the Israeli Parliament in May of 2014.

Employment and Services Agreements, page 126

24. Please file the  service  agreement referen ced in this section as exhibits or tell us why it is
not required to be filed.

Certain Relationships and Related Party Transactions, page 130

25. Please revise your disclosure to clarify the amounts paid for the securities issued that you
describe in t his section.  Also, quantify the number of shares issued to each participant  in
the offerings you describe.

26. Please include as  exhibits the agreements you have described in this section, such as the
agreement with Flon China Medical and Trauwin Pte Ltd . and your agreements with
Yissum , or tell us why you do not believe they are required to be filed .

Principal Shareholders, page 133

27. Please revise to identify the natural person or persons who hold voting and dispositive
control over the shares beneficially owned by entities in the table .

Pre-release of ADSs, page 148

28. Please make clear the limit you have set for the amount of ADSs that may be outstanding
at any time.  Also, to the extent practicable, make clear how and to what extent the
depositary may disregard the limit set for the amount of ADSs that may be outstanding at
any time.

Yehiel Tal
CollPlant Holdings Ltd.
June 22, 2015
Page 6

  You may contact Kristin Lochhead  at 202-551-3664  or Gary Todd, Senior  Accountant, at
202-551-3605  if you have questions regarding comments on the financial s tatements and related
matters.  Please contact J ay Mumford at 202 -551-3637 or Mary Beth Breslin, Senior Attorney,  at
202-551-3625 with any other questions.

        Sincerely,

         /s/ Mary Beth Breslin for

        Amanda Ravitz
        Assistant Director

cc (via e-mail):  Mark S. Selinger , Esq .