SecProbe.io

CORRESP
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 Galmed
Pharmaceuticals Ltd.

 16
Abba Hillel Road

 Ramat
Gan, Israel 5250608

 August
21, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 RE:
 Galmed
 Pharmaceuticals Ltd. (CIK 0001595353)

 Registration
 Statement No. 333-289703 on Form F-1 (the "Registration Statement")

 Ladies
and Gentlemen:

 Galmed
Pharmaceuticals Ltd. (the " Registrant ") hereby requests acceleration of the effectiveness of the above-referenced
Registration Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the " Securities Act "), so
that it may become effective on August 21, 2025 at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

 The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel,
Greenberg Traurig, P.A., by calling Gary Emmanuel at +1 212 801 9337. The Company hereby authorizes Mr. Emmanuel to orally modify or
withdraw this request for acceleration.

 Very
truly yours,

 Galmed
Pharmaceuticals LTD.

 By: /s/
 Allen Baharaff

 Allen
 Baharaff

 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 20, 2025

Allen Baharaff
Chief Executive Officer
Galmed Pharmaceuticals Ltd.
c/o Meitar Law Offices
16 Abba Hillel Silver Rd.
Ramat Gan 5250608 Israel

 Re: Galmed Pharmaceuticals Ltd.
 Registration Statement on Form F-1
 Filed August 18, 2025
 File No. 333-289703
Dear Allen Baharaff:

 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 Tim Buchmiller at 202-551-3635 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Gary Emmanuel, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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Galmed
Pharmaceuticals Ltd.

c/o
Meitar Law Offices

16
Abba Hillel Silver Rd.,

Ramat
Gan, 5250608

November
20, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    RE:
    Galmed
    Pharmaceuticals Ltd. (CIK 0001595353)

    Registration
    Statement No. 333-283241 on Form F-3 (the “Registration Statement”)

Ladies
and Gentlemen:

Galmed
Pharmaceuticals Ltd. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced
Registration Statement pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it may become effective on November
21, 2024 at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel,
Greenberg Traurig, P.A., 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,

    GALMED
    PHARMACEUTICALS LTD.

    By:
    /s/
    Allen Baharaff

    Allen
    Baharaff

    Chief
    Executive Officer

November 19, 2024
Allen Baharaff
Chief Executive Officer
Galmed Pharmaceuticals Ltd.
16 Abba Hillel Silver Rd.
Ramat Gan 5250608 Israel
Re:Galmed Pharmaceuticals Ltd.
Registration Statement on Form F-3
Filed November 14, 2024
File No. 333-283241
Dear Allen Baharaff:
            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 Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Gary Emmanuel

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Galmed
Pharmaceuticals Ltd.

16
Abba Hillel Road

Ramat
Gan, Israel 5250608

October
28, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    RE:
    Galmed
    Pharmaceuticals Ltd. (CIK 0001595353)

    Registration
    Statement No. 333-282753 on Form F-1 (the “Registration Statement”)

Ladies
and Gentlemen:

Galmed
Pharmaceuticals Ltd. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced
Registration Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so
that it may become effective on October 28, 2024 at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel,
Greenberg Traurig, P.A., by calling Gary Emmanuel at +1 212 801 9337. The Company hereby authorizes Mr. Emmanuel to orally modify or
withdraw this request for acceleration.

    Very
    truly yours,

    Galmed
    Pharmaceuticals LTD.

    By:
    /s/
    Allen Baharaff

    Allen
    Baharaff

    Chief Executive Officer

October 28, 2024
Allen Baharaff
President and Chief Executive Officer
Galmed Pharmaceuticals Ltd.
c/o Meitar Law Offices
Abba Hillel Silver Rd.
Ramat Gan 5250608 Israel
Re:Galmed Pharmaceuticals Ltd.
Registration Statement on Form F-1
Filed October 21, 2024
File No. 333-282753
Dear Allen Baharaff:
            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 Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Gary Emmanuel, Esq.

September 9, 2024
Allen Baharaff
Chief Executive Officer
Galmed Pharmaceuticals Ltd.
c/o Meitar Law Offices Abba Hillel Silver Rd.
Ramat Gan 5250608 Israel
Re:Galmed Pharmaceuticals Ltd.
Registration Statement on Form F-1
Filed August 30, 2024
File No. 333-281878
Dear Allen Baharaff:
            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 Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Michael Soumas

CORRESP
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Galmed
Pharmaceuticals Ltd.

16
Abba Hillel Road

Ramat
Gan, Israel 5250608

September
9, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    RE:
    Galmed
    Pharmaceuticals Ltd. (CIK 0001595353)

    Registration
    Statement No. 333-281878 on Form F-1 (the “Registration Statement”)

Ladies
and Gentlemen:

Galmed
Pharmaceuticals Ltd. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced
Registration Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so
that it may become effective on September 9, 2024 at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel,
Greenberg Traurig, P.A., by calling Gary Emmanuel at +1 212 801 9337. The Company hereby authorizes Mr. Emmanuel to orally modify or
withdraw this request for acceleration.

    Very
    truly yours,

    Galmed
    Pharmaceuticals LTD.

    By:
    /s/
    Allen Baharaff

    Allen
    Baharaff

    Chief Executive Officer

CORRESP
1
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July
12, 2023

VIA
EDGAR

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Galmed
    Pharmaceuticals Ltd.

    Registration
    Statement on Form F-1

    Filed
    July 12, 2023

    File
    No. 333-272722

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Maxim Group LLC, as placement agent, hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 9:00 a.m., Washington D.C. time, on Thursday, July 13, 2023, or as soon thereafter as may
be practicable.

Pursuant
to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that copies of the Preliminary Prospectus dated
July 12, 2023 have been distributed to prospective dealers, institutional investors, retail investors and others.

The
undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

    Very truly yours,

    Maxim Group LLC

    By:
    /s/ Clifford A. Teller

    Name:
    Clifford A. Teller

    Title:
    Co-President

CORRESP
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Galmed
Pharmaceuticals Ltd.

16
Tiomkin Street,

Tel
Aviv 6578317, Israel

July
12, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    RE:
    Galmed
    Pharmaceuticals Ltd. (CIK 0001595353)

    Registration
    Statement No. 333-272722 on Form F-1 (the “Registration Statement”)

Ladies
and Gentlemen:

Galmed
Pharmaceuticals Ltd. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced
Registration Statement pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it may become effective on July 13,
2023 at 9:00 a.m., Eastern Time, or as soon thereafter as is practicable.

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel,
Greenberg Traurig, P.A., 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,

    GALMED
    PHARMACEUTICALS LTD.

    By:
    /s/
    Allen Baharaff

    Allen
                                            Baharaff

    Chief
    Executive Officer

CORRESP
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Galmed
Pharmaceuticals Ltd.

16 Tiomkin St.

Tel
Aviv 6578317, Israel

April
1, 2021

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Galmed
    Pharmaceuticals Ltd.

    Registration
        Statement on Form F-3

        File
        No. 333-254766

VIA
EDGAR

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Galmed Pharmaceuticals Ltd. (the “Company”) hereby respectfully
requests that the effectiveness of the Registration Statement on Form F-3 (File No. 333-254766) 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 1, 2021 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 +1 212 547 5541. The Company hereby authorizes
Mr. Emmanuel to orally modify or withdraw this request for acceleration.

    Very
    truly yours,

    GALMED
    PHARMACEUTICALS LTD.

    By:
    /s/
Allen Baharaff

    Name:
    Allen
    Baharaff

    Title:
    President
    and Chief Executive Officer

cc:
Gary Emmanuel (McDermott Will & Emery LLP)

United States securities and exchange commission logo
March 31, 2021
Allen Baharaff
President and Chief Executive Officer
Galmed Pharmaceuticals Ltd.
16 Tomkin St.
Tel Aviv, Israel 6578317
Re:Galmed Pharmaceuticals Ltd.
Registration Statement on Form F-3
Filed March 26, 2021
File No. 333-254766
Dear Mr. Baharaff:
            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 Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Gary Emmanuel, Esq.

April 2, 2018
Allen Baharaff
President and Chief Executive Officer
Galmed Pharmaceuticals Ltd.
16 Tiomkin St.
Tel Aviv, Israel 6578317
Re:Galmed Pharmaceuticals Ltd.
Registration Statement on Form F-3
Filed March 26, 2018
File No. 333-223923
Dear Mr. Baharaff:
            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 Christine Westbrook at (202) 551-5019 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Gary Emmanuel, Esq.

CORRESP
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Galmed Pharmaceuticals Ltd.

16 Tiomkin
St.

Tel Aviv, Israel, 6578317

April 2, 2018

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Galmed Pharmaceuticals Ltd.

    Registration Statement on Form F-3

    File No. 333-223923

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Galmed Pharmaceuticals Ltd. (the “Registrant”) hereby respectfully requests that the
effectiveness of the Registration Statement on Form F-3 (File No. 333-223923) of the Registrant (the “Registration Statement”)
be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on April 2, 2018 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,

    GALMED PHARMACEUTICALS LTD.

    By:
    /s/ Allen Baharaff

    Name: Allen Baharaff

    Title: President and Chief Executive Officer

cc: Gary Emmanuel (McDermott Will & Emery LLP)

CORRESP
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June 29, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Galmed Pharmaceuticals Ltd.

Registration Statement on Form F-3 (Registration
No. 333-203133)

Acceleration Request

Requested Date: Wednesday, July 1, 2015

Requested Time: 4:00 p.m. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Galmed Pharmaceuticals Ltd. (the “Registrant”) hereby requests
that the above-referenced Registration Statement on Form F-3 (the “Registration Statement”) be declared
effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Registrant
or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation
Finance of the Securities and Exchange Commission (the “Commission”) (the “Registration Statement
Acceleration Request”). The Registrant hereby authorizes Scott A. Cowan, Esq. of DLA Piper LLP (US), counsel for
the Registrant, to make such request on the Registrant’s behalf.

In connection with the acceleration request,
the Registrant hereby acknowledges that:

 · should 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 Registration Statement; 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.

We request that we
be notified of the effectiveness of the Registration Statement by telephone to Scott A. Cowan of DLA Piper LLP (US) at 973-520-2554.
Please also provide a copy of the Commission’s order declaring the Registration Statement effective to Scott A. Cowan via
facsimile at 973-520-2574. Thank you for your assistance.

Very truly yours,

/s/ Allen Baharaff

Allen Baharaff

President and Chief Executive
Officer

 cc: Via E-mail

Scott A. Cowan, Esq., DLA Piper LLP (US)

EAST\101479392.1

April 3 , 2015

Via U.S. Mail
Josh Blacher
Chief Financial  Officer
Galmed Pharmaceuticals Ltd.
8 Shaul Hamelech Blvd.
Amot Mishpat Bldg.
Tel Aviv, Israel 64733

Re: Galmed  Pharmaceuticals Ltd.
  Registration Statement on Form F -3
Filed March 31, 2015
  File No. 333-203133

Dear Mr. Blacher :

We have limited our review of your registra tion statement to the issue we have addressed
in the comment below.

1. We are currently processing your pending request for confidential treatment .  Please be
advised that we will not  be in a position to declare this  registration statement effective
until we re solve all issues concerning the  confidential treatment request.

We urge all person s 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 comment , in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from tak ing 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 th e disclosure in the filing; and

Josh Blacher
Galmed Pharmaceuticals Ltd.
April 3, 2015
Page 2

  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 amend ment prior to the requested effective date of the
registration statement.

You may contact P reston Brewer at (202) 551 -3969 , Bryan Pitko at (202) 551 -3203  or
me at (202) 551 -3715 with any questions.

Sincerely,

 /s/ Bryan J. Pitko for

 Jeffrey P. Riedler
 Assistant Director

cc: Via E -Mail
 Andrew P. Gilbert, Esq.
 DLA Piper LLP (US)

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Maxim Group LLC

405 Lexington Ave

New York, NY 10174

March 11, 2014

Via
EDGAR

Division of Corporation
Finance

U.S. Securities and Exchange
Commission

Washington, D.C. 20549-0404

Attn: Jeffrey P. Riedler,
Assistant Director

    Re:
    Galmed Pharmaceuticals Ltd.

    Registration Statement on Form F-1

    Filed February 6, 2014

    As amended by Amendment No. 1 to Registration Statement on Form F-1

    Filed February 28, 2014

    As amended by Amendment No. 2 to Registration Statement on Form F-1

    Filed March 11, 2014

    File No. 333-193792

Dear Mr. Riedler:

Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended, the undersigned hereby joins in the request of Galmed Pharmaceuticals
Ltd. that the effective date of the above-referenced Registration Statement be accelerated so that the Registration Statement may
become effective on Wednesday, March 12, 2014, at 4:00 p.m. (Washington D.C. time), or as soon thereafter as may be practicable.

In accordance with Rule 461 of the Act,
we, acting as representative of underwriters, wish to advise you that, between February 6, 2014 and March 11, 2014, we distributed
a total of approximately 1,800 copies of the Preliminary Prospectuses dated February 6, 2014, February 28, 2014 and March 11, 2014,
of which approximately 200 copies were distributed to other underwriters. The majority of these copies were distributed to investors,
including individuals and institutions. Copies of the Preliminary Prospectus were available to anyone requesting the same at the
offices of the underwriters.

The undersigned confirms that it has complied
with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied
with or will comply with, Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

    Sincerely,

    Maxim Group llc

    As Representative of Underwriters,

    /s/ Clifford A. Teller

    By:     Clifford A. Teller

    Title:  Executive Managing Director, Investment Banking

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GALMED
PHARMACEUTICALS LTD.

8 Shaul Hamelech Blvd.

Amot Hamishpat Bldg.

Tel Aviv, Israel 64733

March 11, 2014

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission

100 F. Street, N.E.

Washington, DC 20549

Attn: Jeffrey P. Riedler, Assistant Director

    Re:
    Galmed Pharmaceuticals Ltd.

    Amendment No. 1 to the Registration Statement on Form F-1

    Filed February 28, 2014

    File No. 333-193792

Dear Mr. Riedler:

On behalf of Galmed Pharmaceuticals
Ltd., an Israeli limited company (the “Company”), I am writing to respond to the comments of the staff (the
“Staff”) of the United States Securities and Exchange Commission (the “SEC”) contained in
its letter to the Company, dated March 10, 2014, regarding Amendment No. 1, filed with the SEC on February 28, 2014 (“Amendment
No. 1”), to the Company’s Registration Statement on Form F-1, originally filed with the SEC on February 6, 2014
(File No. 333-193792) (“Registration Statement”).

Concurrently with this
response, the Company is also publicly filing Amendment No. 2 to the Registration Statement (the “Amendment No. 2”),
which reflects the revisions to the Registration Statement described herein. To expedite your review, we have enclosed with this
letter a clean copy of Amendment No. 2, as well as a marked copy of the Amendment No. 2 showing all changes from Amendment No.
1 and the Rule 424(a) prospectus filed with the SEC on March 3, 2014.

For your convenience,
we have set forth the text of each of the Staff’s comments in bold, followed in each case by the Company’s response
thereto.

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.

Company’s
Response:

The Company has revised
its disclosure to change 9,693 ordinary shares of GHI (as defined in Amendment No. 1) to 9,739 ordinary shares of GHI and to change
7,066,197 ordinary shares of the Company to 7,099,731 ordinary shares of the Company. The revision to the Company’s disclosure
is a result of a typographical error. See pages 7 and 109 of Amendment No. 2.

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.

Company’s
Response:

As disclosed on page
8 of Amendment No. 1, the number of shares outstanding before the offering is 7,659,955, which excludes 175,035 ordinary shares
issuable upon the exercise of the Warrant (as defined in Amendment No. 1), which will be exercised automatically upon the completion
of the offering. As shown in the table on page 55 of Amendment No. 1, the number of shares held by existing shareholders is 7,834,990,
which is equal to the 7,659,955 ordinary shares outstanding before the offering plus the 175,035 ordinary shares issuable upon
the exercise of the Warrant. The Company has revised its disclosure to reflect that the 7,834,990 ordinary shares listed in the
table includes the 175,035 ordinary shares issuable upon the exercise of the Warrant. See page 53 of Amendment No. 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.

Company’s
Response:

The Company has revised
the caption for ordinary shares to provide share amounts on an actual, pro forma and pro forma as adjusted basis. The amount of
shares issued and outstanding on an actual basis included in the caption for ordinary shares on page 53 of Amendment No. 1 inadvertently
included the 175,035 ordinary shares issuable upon the exercise of the Warrant (as defined in Amendment No. 1). Accordingly, the
Company has revised this caption to reflect the correct amount of shares issued and outstanding on an actual basis as of December
31, 2013, which amount matches the amount of shares issued and outstanding as of December 31, 2013 as reflected on page F-24 of
Amendment No. 1. See page 51 of Amendment No. 2.

    2

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
after offering.”

Company’s
Response:

The Company has revised the pro forma as adjusted net tangible
book value per share as disclosed in Amendment No. 1 from $3.06 to $2.70 to include the underwriting discounts and commissions
and estimated offering expenses payable by the Company. Such amount is calculated by dividing the pro forma as adjusted net tangible
book value of $27,468,000 by 10,184,990, which is equal to the pro forma as adjusted issued and outstanding ordinary shares of
the Company.

The pro forma as adjusted net tangible
book value of the Company of $27,468,000 is equal to: (i) $2,000,000, which is the amount received from the issuance and sale
of 560,224 of the Company’s ordinary shares that took place on February 3, 2014; plus (ii) $27,419,000, which is
the amount received from the sale of the Shares (as defined in Amendment No. 1) in this offering at an assumed initial public
offering price of $13.00 per Share (the midpoint of the price range set forth on the cover page of the prospectus), net of
underwriting discounts and commissions and estimated offering expenses payable by the Company; minus (iii) $1,951,000,
which is the amount of shareholders' deficiency resulting from the Reorganization (as defined in Amendment No. 1).

The pro forma as adjusted issued and outstanding ordinary shares
of the Company of 10,184,990 is equal to the sum of: (i) 7,099,731 ordinary shares outstanding as of December 31, 2013; (ii) 560,224
ordinary shares that were issued on February 3, 2014; (iii) 175,035 ordinary shares, which are issuable immediately upon the consummation
of this offering upon the exercise of the Warrant (as defined in Amendment No. 1); and (iv) 2,350,000 ordinary shares, which represent
the Shares issued in this offering (not including exercise of the underwriters’ over-allotment option).

The Company has revised its disclosure to provide the foregoing
calculation supporting the pro forma as adjusted net tangible book value per share after the offering. In addition, the Company
has revised the caption to reflect “pro forma as adjusted net tangible book value per share after offering.” See page

52 of Amendment No. 2.

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 that 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.

    3

Company’s
Response:

The Company has revised
its disclosure in item 3 regarding the vesting period for the options granted on December 31, 2013 to indicate that substantially
all of such options vested immediately. See Note 9 on page F-15 of Amendment No. 2.

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.

Company’s
Response:

The Company has revised
its disclosure to change 811,134 ordinary shares of the Company to 898,857 ordinary shares of the Company. The revision to the
Company’s disclosure is a result of a typographical error. See page 129 of Amendment No. 2.

In addition to the foregoing
revisions to the Registration Statement in response to the Staff’s comments and certain non-substantive conforming changes,
the Company has revised the Registration Statement to: (i) include certain recent events that occurred since the filing of Amendment
No. 1 with respect to the Company’s patent portfolio; (ii) clarify certain disclosures relating to the regulatory and taxation
frameworks and environments in which the Company operates; (iii) revise the exercise period of the Representative’s Warrants
(as defined in Amendment No. 1); (iv) update the estimated total expenses related to the offering; (v) revise the number of record
holders of the Company’s ordinary shares; and (vi) include revised auditor’s consents reflecting the date of filing
Amendment No. 2.

On behalf of the Company,
I acknowledge that:

 · the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 · Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC
from taking any action with respect to the filing; and

 · the Company may not assert Staff comments as a defense in any proceeding initiated by the SEC or
any person under the federal securities laws of the United States.

Notwithstanding the
Staff’s comments, in the event that the Company requests acceleration of the effective date of the pending Registration Statement,
the Company will provide a written statement acknowledging that:

 · should the SEC or the Staff, acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the SEC from taking any action with respect to the filing;

    4

 · the action of the SEC 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 SEC or any person under the federal securities laws of the United States.

* * * * *

    5

We thank you in advance
for your consideration of this response. If you have any questions regarding this response, please call the Company’s outside
counsel, Robert L. Grossman, Esq. of Greenberg Traurig, P.A. at (305) 579-0756.

    Sincerely,

    /s/ Allen Baharaff

    Allen Baharaff

    Chief Executive Officer

    cc:
    Robert L. Grossman, Esq.,

    Greenberg Traurig, P.A.

CORRESP
1
filename1.htm

GALMED
PHARMACEUTICALS LTD.

8 Shaul Hamelech Blvd.

Amot Hamishpat Bldg.

Tel Aviv, Israel 64733

March 11, 2014

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549-0404

Attn:	Jeffrey P. Riedler, Assistant Director

 Re: Galmed Pharmaceuticals Ltd.

Registration Statement on Form F-1

Filed February 6, 2014

As amended by Amendment No. 1 to Registration
Statement on Form F-1

Filed February 28, 2014

As amended by Amendment No. 2 to Registration
Statement on Form F-1

Filed March 11, 2014

File No. 333-193792

Dear Mr. Riedler,

In accordance with
Rule 461 under the Securities Act of 1933, as amended, Galmed Pharmaceuticals Ltd., an Israeli limited company (the “Company”),
hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (as amended, the
“Registration Statement”) so that such Registration Statement shall become effective at 4:00 p.m. (Washington,
D.C. time) on Wednesday, March 12, 2014 or as soon thereafter as practicable.

The Company hereby acknowledges as follows:

 · 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.

Please provide a copy of the Commission’s
order declaring the Registration Statement effective to Mr. Allen Baharaff at the address first set forth above.

    Respectfully yours,

    Galmed Pharmaceuticals Ltd.

    By:
    /s/ Allen Baharaff

    Allen Baharaff
Chief Executive Officer

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

CORRESP
1
filename1.htm

GALMED
PHARMACEUTICALS LTD.

8 Shaul Hamelech Blvd.

Amot Hamishpat Bldg.

Tel Aviv, Israel 64733

February 28, 2014

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission

100 F. Street, N.E.

Washington, DC 20549

Attn: Jeffrey P. Riedler, Assistant Director

 Re: Galmed Pharmaceuticals Ltd.

Registration Statement on Form F-1

Filed February 6, 2014

File No. 333-193792

Dear Mr. Riedler:

On behalf of Galmed Pharmaceuticals
Ltd., an Israeli limited company (the “Company”), I am writing to respond to the comments of the staff (the
“Staff”) of the United States Securities and Exchange Commission (the “SEC”) contained in
its letter to the Company, dated February 24, 2014, regarding the Company’s Registration Statement on Form F-1, filed with
the SEC on February 6, 2014 (File No. 333-193792) (the “Registration Statement”).

Concurrently with this
response, the Company is also publicly filing Amendment No. 1 to the Registration Statement (the “Amendment No. 1”),
which reflects the revisions to the Registration Statement described herein. To expedite your review, we have enclosed with this
letter a clean copy of Amendment No. 1, as well as a marked copy of the Amendment No. 1 showing all changes from the Registration
Statement.

For your convenience,
we have set forth the text of each of the Staff’s comments in bold, followed in each case by the Company’s response
thereto.

    1

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 your 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 informative 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, submissions of
new families of patent applications, new 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 highlight 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 costs recognized until the amendment containing the estimated offering price
is filed.

Company’s
Response:

The Company has revised
its disclosure to specifically highlight that the estimates of fair value that the Company has made are highly complex and subjective.
The Company has also revised its disclosure to specifically highlight that the estimates of the fair value of the Company’s
ordinary shares will not be necessary to estimate the fair value of new awards once the underlying shares begin trading. See page
59 of Amendment No. 1.

In addition to the
revised disclosure addressing the Staff’s comments above, with respect to each of the bullet points reproduced below, the
Company separately advises the Staff as follows:

•	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.

The estimated fair
value per share of the Company’s ordinary shares and the estimated fair value of each option at each grant date are as follows:

    2

    Grant date
    Number of options granted
    Estimated fair value per share at grant date
    Estimated fair value of each option at grant date
    Notes

    February 2002
      53
    $ 1,075.47
    $ 832.00

    January 2012
      110
      2,601.41
      962.00

    January 2012
      110
      2,601.41
      1,066.00

    January 2012
      111
      2,601.41
      1,159.00

    January 2012
      331
      2,601.41
      831.00
      1

    December 2013
      202
      7,244.41
      5,531.00

    December 2013
      12
      7,244.41
      6,465.00

    December 2013
      120
      7,244.41
      6,819.00

    December 2013
      120
      7,244.41
      6,879.00

    December 2013
      120
      7,244.41
      6,879.00

    December 2013
      321
      7,244.41
      6,979.00

    December 2013
      778
      7,244.41
      7,244.00

    1
    The warrants were issued with several performance conditions. The Company estimated that the conditional performances set forth in the agreement would not be met and accordingly did not record expenses attributable to those warrants. The warrants expired in May 2013.

•	Please
separately provide us a description and quantification of the transactions that serve as a basis for your 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.

The following sets
forth a description and quantification of the transactions that serve as a basis for the Company’s valuations:

    Grant date
    Number of options granted
    Notes

    February 2002
      53
      1

    January 2012
      331
      2

    January 2012
      331
      3

    December 2013
      1,673
      4

    1
    The Company determined the estimated fair value per share at the grant date on the basis of the initial issuance of ordinary shares in September 2000, which reflected a valuation of the Company of $4,500,000 (or $1,075.47 per share).

    3

    2
    The warrants were issued with several performance conditions. The Company estimated that the conditional performances set forth in the agreement would not be met and accordingly did not record expenses attributable to those warrants. The warrants expired in May 2013.

    3
    The Company determined the estimated fair value per share at the grant date on the basis of capital notes issued, which occurred on the same date and which reflected a valuation of the Company of $25,000,000 (or $2,601.41 per share).

    4
    The Company determined the estimated fair value per share at the grant date, which reflected a valuation of the Company of $80,000,000 (or $7,244.41 per share), on the basis of its agreement with the underwriters for purposes of the engagement letter with the underwriters, which was executed in November 2013.

•	Please
separately provide us a more informative 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, submissions of
new families of patent applications, new formulations of our product candidate and an investment round.”

The following sets
forth a more informative explanation of the specific factors that caused the fair value of the Company’s ordinary shares
to change from each grant date:

The Company believes
that the following events, which occurred between October 2000 and February 18, 2002, were among the factors that caused the fair
value of the Company’s ordinary shares to increase during such period from $1,000 per share (at the time of the execution
of the Company’s founders agreement) to $1,075 per share (at the time of a certain option grant on February 18, 2002).

    Event
    Date

    Research agreement with Ichiliv Hospital and Prof. Zamir Halperin -  preclinical studies of FABACs
    December 27, 2000

    Research agreement with CJ Conciel - Laboratory examinations of FABACs
    January 8, 2001

    Research agreement with Daren Laboratories Stage I of scaled up synthesis of FABACs
    November 5, 2001

The Company believes
that the following events, which occurred between February 18, 2002 and January 2012, were among the factors that caused the fair
value of the Company’s ordinary shares to increase during such period from $1,075 per share (at the time of a certain option
grant on February 18, 2002) to $2,061.41 per share (at the time of the initial grant of the Warrant (as defined in the Registration
Statement)).

    4

    Event
    Date

    Filing of patent application in the United States, Europe and other countries
    April 15, 2002

    Grant of patent in the United States
    May 7, 2002

    Grant of patent in the United States
    May 28, 2002

    Grant of patent in Europe
    August 28, 2002

    Settlement Agreement between Galmed International Limited and Aventis Pharma Deutschland GmbH
    October 10, 2002

    Grant of patent in the United States
    July 8, 2003

    Grant of patent in Europe
    June 20, 2007

    Pre-IND meeting with the FDA
    November 26, 2007

    Following the Helsinki Committee approval, an approval of the Central Committee for Clinical Trials in Human Subjects (Phase I)
    July 2, 2008

    Filing of patent in the United States
    January 28, 2009

    Grant of patent in the United States
    March 10, 2009

    Grant of patent in Europe
    June 3, 2009

    Aramchol was selected as one of the top 10 most interesting projects to be presented at Windhover Partnerships meeting
    September 15, 2009

    Successful Completion of Initial Phase I Study of Aramchol
     October 2009

    Filing of patent application in the United States, Europe and other countries
    February 1, 2010

    Following the Helsinki Committee approval, an approval of the Central Committee for Clinical Trials in Human Subjects (Phase II)
    April 28, 2010

    Bridge Loans ($1.8 million)
    2009-2011

The Company believes
that the following events, which occurred between January 2012 and December 22, 2013, were among the factors that caused the fair
value of the Company’s ordinary shares to increase during such period from $2,601.41 per share (at the time of the initial
grant of the Warrant (as defined in the Registration Statement)) to $7,244.41 per share (at the time of certain option grants to
members of senior management).

    5

    Event
    Date

    Convertible Loan Agreement ($3.7 million)
    January 2012

    Grant of patent in the United States
    February 7, 2012

    Completion of the Phase IIa study – aramchol protocol no. 003
    March 2012

    Invitation to present the study results as late-breaker news at the International Liver Congress EASL 2012 in Barcelona, Spain
    April 18, 2012 - April 22, 2012

    Memorandum of Understanding between Enterome Bioscience and Galmed Medical Research Ltd.
    October 30, 2012

    Filing of patent application in the United States  - Submission of new pending patents for salts which are new composition of matter are also important as they prolong the patents life of the company by 20 years
    December 4, 2013

    Convertible Security Notes ($1.8 million)
    August-September 2013

    Conversion of all outstanding amount under the Bridge Loans ($1.8 million) and the Convertible Loan Agreement ($3.7 million)
    December 22, 2013

    Share Purchase Agreement with Shirat HaChaim Ltd. ($120,000)
    December 31, 2013

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

Company’s
Response:

The Company’s
stock-based compensation expense recognized in the fourth quarter of 2013 of $10.9 million was calculated as follows:

    6

    Grant date
    Number of options granted
    Exercise price
    Vesting period
    Estimated fair value per share at grant date
    Fair value of each option at grant date
    Compensation expense recognized in fiscal year ended December 31, 2013
    Compensation expense recognized in the nine months ended September 30, 2013
    Compensation expense recognized in the three months ended December 31, 2013
    Notes

    February 2002
      53
    $ 1,075.47
    Fully vested
    $ 1,075.47
    $ 832
    $ -
    $ -
    $ -

    January 2012
      110
      2,601.41
    Over one year
      2,601.41
      962
      -
      -
      -

    January 2012
      110
      2,601.41
    Over two years
      2,601.41
      1,066
      58,478
      44,125
      14,353

    January 2012
      111
      2,601.41
    Over three years
      2,601.41
      1,159
      43,127
      31,959
      11,168

    January 2012
      331
      2,601.41
    Performance-based conditions
      2,601.41
      831
      -
      -
      -
      1

    December 2013
      202
      2,601.41
    Fully vested
      7,244.41
      5,628
      1,136,955
      -
      1,136,955

    December 2013
      12
      923.20
    Fully vested
      7,244.41
      6,465
      78,232
      -
      78,232

    December 2013
      120
      461.60
    Fully vested
      7,244.41
      6,851
      822,073
      -
      822,073

    December 2013
      120
      390.00
    Fully vested
      7,244.41
      6,907
      828,861
      -
      828,861

    December 2013
      120
      390.00
    Over two years
      7,244.41
      6,907
      -
      -
      -

    December 2013
      321
      276.96
    Fully vested
      7,244.41
      7,000
      2,246,930
      -
      2,246,930

    December 2013
      778
      0.01
    Fully vested
      7,244.41
      7,244
      5,636,146
      -
      5,636,146

      10,850,802
      76,084
      10,774,718

    1
    The warrants were issued with several performance conditions. The Company estimated that the conditional performances set forth in the agreement would not be met and accordingly did not record expenses attributable to those warrants. The warrants expired in May 2013.

    7

Business

Historical Background 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 page 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 literature 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 disclosures.

Company’s
Response:

The Staff is respectfully
advised that as part of the Reorganization (as defined in the Registration Statement) and in preparation for the upcoming offering,
the Company was capitalized based on an identical share and ownership structure and holdings as Galmed Holdings Inc. (“GHI”),
and contemporaneously the Company effected a stock split of 729:1. See pages 7, 109 and 129 of Amendment No. 1. On February 2,
2014, the Company succeeded to all of GHI’s operations. The Reorganization is considered a restructuring under common control
to be accounted for using historical carrying amounts. The Staff is advised that the Company (which is also the successor to GHI)
is the entity that effected the 729:1 stock split, and such split should be reflected in the Company’s books retroactively.
Because, as of the balance sheet date (i.e., December 31, 2013), the Company had not yet suc

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

January 28, 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.
Draft Registration Statement on Form F -1
Submitted December 31 , 2013
  CIK No. 0001595353

Dear Mr. Baharaff :

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

General

1. Please file all exhibits as soon as practicable. We may have further comments upon
examination of these exhibits.

2. Prior to its use please provide us proofs of all graphic, visual or photographic
information you will provide in the printed prospectus. Please note that we may have
comments regarding this material.

3. Please supplementally provide us with any written materials that you or anyone
authorized to do so on y our behalf provides in reliance on Section 5(d) of the
Securities Act to potential investors that are qualified institutional buyers or
institutional accredited investors. Similarly, please supplementally provide us with

Allen Baharaff
Galmed Pharmaceuticals Ltd.
January 28 , 2014
Page 2

 any research reports about you that  are published or distributed in reliance upon
Section 2(a)(3) o f the Securities Act of 1933 added by Section 105(a) of the Jumpstart
Our Business Startups Act by any broker or dealer that is participating or will
participate in your offering.

Explanatory Note , page i i

4. Please note that it is not appropriate to state or imply that you do not have liability
for the statements in your registration statement.  Your statements in this section that
the accuracy and completeness of information is not  guaranteed and that you have
not independently verified information from third -party sources  could imply that
you are not taking liability for the statistical and other industry and market data
included in your registration statement.  In order to elimin ate any inference that you
are not liable for all of the information in your registration statement, please delete
these statements or include a statement specifically accepting liability for these
statements.

Risk Factors , page 11
We manage our business through a small number of employees . . ., page 31

5. Please expand your discussion to identify your key consultants.

We may not be able to enforce our intellectual property rights throughout the world. . ., page 37

6. Given your interest in licensing and marketing aramchol in China ( see, e.g., pp. 88
and 91), please disclose that China is one of those foreign countries that do not
protect intellectual property rights to the same extent as the United States.

Our U.S. shareholders may suffer adverse tax consequen ces if we were to be characterized as a
passive foreign investment company, or PFIC , page 43

7. Briefly define a PFIC in this risk factor.  Then disclose  that you do not currently
intend to provide the information that would enable investors to take a qualif ied
electing fund (“QEF”) election, which election would mitigate to some extent the
adverse tax consequences of PFIC status .

As a “foreign private issuer, ” we are permitted, and intend, to follow certain home country
corporate governance practices. . ., page 45

8. Please d isclose that, as a foreign private issuer, you will also not be subject to
Regulation FD (see 17 CFR 243.101(b)).

Allen Baharaff
Galmed Pharmaceuticals Ltd.
January 28 , 2014
Page 3

 Exchange rate fluctuations between the U.S. dollar, Euro and the New Israeli Shekel currencies
may negatively affect our earnings , page 47

9. Please  supplementally advise  us, with a view to disclosure, whether the inflation rate
in the EU or Israel has exceeded the rate of devaluation of the Euro or the NIS during
2011, 2012, or 2013.

Use of Proceeds, page 52

10. Please a mend your disclosure to include the estimated  amount of proceeds you plan
to alloc ate for each of the use s identified on page 52.  If the company has specific
purposes in mind for the use of proceeds, you must disclose the estimated net amount
of the proceeds broken down into each principal intended use.  This is required even
if manage ment will have broad discretion in allocating the proceeds and the amount
and timing of your actual expenditures may vary significantly from your current
intentions depending on numerous factors.  Please make any necessary conforming
changes to the Prospec tus Summary as well.

Capitalization, page 53

11. Please tell us why it is appropriate to reflect the exercise of your Warrant as a pro forma
adjustment.  In your response, please tell us how the exercise of this Warrant is directly
attributable to your IPO and factually supportable, as required by Item 11 -02(B) (6)  of
Regulation S -X.

12. Please either remove cash and cash equivalents from your table or place a double
underline under it to clearly segregate it from your capitalization.

Management’s Discussion and Analysis of Financial Condition and Results of Operation s
Stock -Based Compensation and Fair Value of Ordinary Shares, page 59

13. Please update  your discussion to include a table that discloses the terms of all equity
issuances, including options, warrants, common stock, and preferred stock through
the date of eff ectiveness.  Please note that we are deferring a final evaluation of stock
compensation and other costs recognized until the amendment containing the
estimated offering price is filed.  In addition, please revise your disclosure to provide:

 A description of the valuation method and assumptions used to determine the fair
value of your common stock that was used to value the equity issuances.
 A description of whether the valuations were performed contemporaneously or
retrospectively and if th ey were performed by a related party.
 An explanation of why the fair value of your common stock changed from each
grant date.
 A description of each significant factor contributing to the difference between fair
value at the grant date to the estimated IPO price.

Allen Baharaff
Galmed Pharmaceuticals Ltd.
January 28 , 2014
Page 4

  The intrinsic value of your vested and unvested options outstanding as of the most
practicable date, based on the mid -point of your anticipated offering price range.

Business , page 65

14. We note that in several places in your prospectus in which you refer to prior clinical
studies of aramchol, you characterize the drug as “safe.”  For example, on page 67, in
discussing your Phase 1a study you state t hat “all doses proved to be safe” and on
page 82 you state that the safety … of aramchol has been demonstrated…”  On page
68, you also list as one of your competitive strengths the fact that aramchol is “a safe,
once -daily oral drug…”  Because regulatory approval of aramchol is dependent on
the agency making a determination (according to criteria specified in law and agency
regulations) that a drug or biologic is both safe and effective, it is premature for you
to describe aramchol , or any of the dosages ad ministered, as safe.  Accordingly,
please delete this wording throughout your prospectus, as applicable.

15. Similarly, it is inappropriate at this stage of development to characterize aramchol or
any drug candidate as “effective” in treating a disease indi cation if the FDA or
comparable regulatory agency has not yet approved the drug for sale.  As the efficacy
of aramchol has  yet to be confirmed by the FD A or other regulatory agency, you
should revise your prospectus to remove any statement that could suggest  efficacy has
been confirmed .  For example, we note your statement on page 67 that your Phase IIa
clinical study demonstrated that aramchol “is ‘effective’ in reducing liver fat in a dose
dependent manner.”

Potential Phase III Program for Aramchol, page 7 5

16. You state that “[y]our current regulatory path for the development and submission of
an application for regulatory approval of Aramchol for NASH … was endorsed by
BfArM and ANSM in September 2012” and that “the FDA Response provided a
similar endorsemen t.”  Please revise to precisely describe the communications you
received from BfArM, ANSM and the FDA that you have characterized as
“endorsements.”

17. You also state in the Prospectus Summary and Management’s Discussion and
Analysis that the FDA and the EMA have each recently confirmed that , if successful,
your planned Phase IIb trial of aramchol may serve as a basis for Phase III pivotal
trials of aramchol in the United States, Europe and Israel.  Please revise your
prospectus, as necessary, to clarify whe ther such confirmations were received in the
form of correspondence.  If not, please revise to describe the nature of such
communications.

18. On page 75, you state that if the results of your Phase IIb study are statistically
significant, it is possible that you may not be required to perform additional studies

Allen Baharaff
Galmed Pharmaceuticals Ltd.
January 28 , 2014
Page 5

 prior to commencing your pivotal Phase III trials. Please expand your disclosure to
clarify whether the FDA informed you that, based on the results of your Phase IIb
study, you may not be required to perform additional studies prior to your pivotal
Phase III trials and, if so, describe any communications from the FDA to this effect.
If yo u have not received any such communications, please explain the basis for your
belief.

Phase IIa Trial: Aramchol Treatment in NAFLD or NASH Patients, page 76

19. In the tables that appear on pages 76 -81 of your prospectus, several of the metrics
used to assess the efficacy of aramchol are provided without any explanation or
annotation to help the lay reader put the various clinical scores in context.  For
example, you provide an NAFLD activity score on page 76, the change in liver fat
concentration by NMLS on page 78 and the change in endothelial function as
measured by FMD on page 80. Yet, you have omitted adequate explanation that
would allow readers who do not ha ve the requisite scientific background to
understand how these measurements are derived or what the respective values mean
relative to each other.  Please revise your disclosure accordingly.

Management
Compensation of Executive Officers and Directors , page 129

20. Please update your compensation disclosure to include the regist rant’s last completed
fiscal year.

21. We note that you have disclosed the annual compensation of your CEO and Chief
Medical Officer (pp. 133 -134).  Please s upplementally advise us whether you have
disclosed, or are required to disclose, in Israel the annual compensation on an
individual basis of any of the other senior management members named in the
registration statement.  See Item 6.B of Form 20 -F.

Principal Shareholders , page 137

22. Please d isclose the number of your U.S. holders and the percentage of outstanding
securities held by them.  Please see  Item 7.A.2 of Form 20 -F.

23. We note on page 138 that shares held by Mr. and Mrs. Goldfarb and Medgal S.A. are
to be aggregated with respect to voting rights and are thus deemed by Galmed to be
beneficially held by Mr. and Mrs. Goldfarb .  Please expa nd your disclosure to clarify
that Mr. and Mrs. Goldfarb are the natural persons who exercise the voting and/or
dispositive powers with respect to such shares  owned by Medgal S.A .  Alternatively,
please identify the natural person or persons who exercise t he voting and/or
dispositive pow ers with respect to such shares, and include Medgal S.A. in the table
on page 137.

Allen Baharaff
Galmed Pharmaceuticals Ltd.
January 28 , 2014
Page 6

Description of Share Capital
Anti-takeover Measures Under Israeli Law , page 143

24. Please c larify whether Israeli law or your articles of association , in addition to the
provisions mentioned,  allow for the issuance of preferred stock or the adoption of
other "poiso n pill" measures that could prevent a takeover attempt and thereby
preclude shareholders from realizing a potential premium over the m arket value of
their shares .

U.S. Federal Income Tax Consequences , page 152

25. Please d elete your disclaimer that the U.S . federal taxation summary “is for general
information purposes only and does not constitute tax advice” as it implies that an
investor may not rely upon the tax information disclosed in the registration statement.

Where You Can Find Additional Informatio n, page 167

26. Although you intend to file your Form 20 -F annual report within 90 days after the end
of your fiscal year, please disclose that, in any event, you are required to file your
Form 20 -F annual report  within 120 days of your fiscal year’s end.

Notes to  Consolidated Financial Statements
Note 9 --Shareholders’ deficiency
C. Capital note, page F -20

27. Please disclose the terms governing conversion of the capital notes to ordinary shares.

D. Stock -based compensation, page F -20

28. Please revise your disclosure  to clarify the exercise prices of your various options and
warrants.  In this regard, for example, you disclose in the last paragraph on page F -20
and in the table on page F -21 that the exercise price of the 331 options issued to the
chairman of your Boar d of Directors is $2.60 per share.  In the second paragraph on
page 129, you disclose that the exercise price is $2,601.41 per share.  As the header to
your financial statement footnotes indicates that per share data is not in thousands, it
appears that th ere is a discrepancy between the two amounts you disclose.

Underwriting
Lock -Up Agreements, page 160

29. Please state the number of shares covered by the lock -up agreements.

Allen Baharaff
Galmed Pharmaceuticals Ltd.
January 28 , 2014
Page 7

 Signatures

30. Please include t he signature of your principal accounting officer, or include the title
of your principal accounting officer as part of the applicable officer’s title.

Exhibits

31. Please file the employment agreements between the company and each of Mr.
Baharaff and Dr. H alperin as exhi bits pursuant to Item 601(10)(iii)  of Regulation
S-K.

32. Please file the Confirmation and Release Letter from the Beneficiaries of the late
Professor Tuvia Gilat as an exhibit pursuant to Item 601(10)(i)  of Regulation S -K.

If you intend to respond to these comments with an amended draft registration statement,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm).  If you
intend to use Rule 83 (17 CFR 200.83) to reque st confidential treatment of information in the
correspondence you submit on EDGAR, please properly mark that information in each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to you.

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 a t
(202) 551 -3715