SecProbe.io

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 December 2, 2025

 VIA EDGAR

 United States Securities

 and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Dan Crawford

 Re:
 Quoin Pharmaceuticals, Ltd.

 Registration Statement on Form S-3

 Filed November 7, 2025
 File No: 333-291385

 Dear Mr. Crawford:

 Quoin Pharmaceuticals, Ltd.
(the " Registrant ") hereby requests that the effective date of the above-referenced Registration Statement on Form S-3
(File No. 333-291385) (the "Registration Statement ") be accelerated by the U.S. Securities and Exchange Commission
(the " Commission ") to become effective on Thursday, December 4, 2025 , at 5:00 p.m ., Eastern Time, or
as soon as reasonably practicable thereafter.

 The Registrant understands
that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware of its responsibilities
under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

 The Registrant hereby authorizes
Melissa Palat Murawsky of Blank Rome LLP to orally modify or withdraw this request for acceleration. Please contact Ms. Murawsky at (215)
569-5732 with any questions you may have concerning this request, and please notify Ms. Murawsky when this request for acceleration has
been granted.

 Very truly yours,

 QUOIN PHARMACEUTICALS, LTD.

 By:
 /s/ Michael Myers

 Name:
 Dr. Michael Myers

 Title:
 Chief Executive Officer

 cc: Melissa Palat Murawsky, Esq., Blank Rome LLP

December 17, 2024
Michael Myers
Chief Executive Officer
Quoin Pharmaceuticals Ltd.
42127 Pleasant Forest Court
Ashburn, VA 20148
Re:Quoin Pharmaceuticals Ltd.
Registration Statement on Form S-1
Filed December 11, 2024
File No. 333-283734
Dear Michael Myers:
            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 Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Melissa Palat Murawsky, Esq.

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42127 Pleasant Forest Court

Ashburn, VA 20148-7349

December 17, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jessica Dickerson

    RE:
    Quoin Pharmaceuticals Ltd.

Registration Statement on Form S-1

File No. 333- 283734

Dear Ms. Dickerson:

Quoin Pharmaceuticals Ltd. (the “Registrant”) hereby
requests that the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-283734), be accelerated by the
U.S. Securities and Exchange Commission (the “Commission”) to become effective on Wednesday, December 18, 2024,
at 5:00 p.m., Eastern Time, or as soon as reasonably practicable thereafter.

 The Registrant understands that the Staff of the Commission will
consider this request as confirmation by the Registrant that it is aware of its responsibilities under the federal securities laws as
they relate to the issuance of the securities covered by the Registration Statement.

The Registrant hereby authorizes Melissa Palat Murawsky of Blank Rome
LLP to orally modify or withdraw this request for acceleration. Please contact Ms. Murawsky (215) 569-5732 with any questions you may
have concerning this request, and please notify Ms. Murawsky when this request for acceleration has been granted.

    Very truly yours,

    QUOIN PHARMACEUTICALS LTD.

    By:
    /s/ Dr. Michael Myers

    Name: Dr. Michael Myers

    Title: Chief Executive Officer

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February 14, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jessica Ansart

  Re:
  Quoin Pharmaceuticals Ltd.

Registration Statement
on Form S-1

File No. 333-277016

Ladies and Gentlemen:

In accordance with
Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), A.G.P./ALLIANCE
GLOBAL PARTNERS, as Lead Placement Agent, hereby joins Quoin Pharmaceuticals Ltd. (the “Company”) in requesting that the Securities
and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1, as amended (the “Registration Statement”),
to become effective as of 5:30 p.m., Eastern Time, on February 14, 2024, or as soon thereafter as is practicable, or at such other time
as the Company or its outside counsel, Blank Rome LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460
of the General Rules and Regulations under the Act, the undersigned advises that copies of the Preliminary Prospectus, dated February
14, 2024, are expected to be distributed to prospective dealers, institutional investors, retail investors and others as appears to be
reasonable to secure adequate distribution of the Preliminary Prospectus.

The Placement Agent
is aware of its obligations under, and confirm that it is complying with, the provisions of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended, including the delivery requirement contained in such Rule.

    Very
    truly yours,

    A.G.P./ALLIANCE
    GLOBAL PARTNERS

    By:
    /s/
    Thomas J. Higgins

    Name:
    Thomas
    J. Higgins

    Title:
    Managing
    Director

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42127 Pleasant Forest Court

Ashburn, VA 20148-7349

February 14, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jessica Ansart

 RE: Quoin Pharmaceuticals Ltd.

Registration Statement on
Form S-1

File No.
333- 277016

Dear Ms. Ansart:

Quoin Pharmaceuticals Ltd.
(the “Registrant”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-1,
as amended (File No. 333-277016), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”)
to become effective on Wednesday, February 14, 2024, at 5:30 p.m., Eastern Time, or as soon as reasonably practicable thereafter.

The Registrant understands
that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware of its responsibilities
under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

The Registrant hereby authorizes
Melissa Palat Murawsky of Blank Rome LLP to orally modify or withdraw this request for acceleration. Please contact Ms. Murawsky (215)
569-5732 with any questions you may have concerning this request, and please notify Ms. Murawsky when this request for acceleration has
been granted.

    Very truly yours,

    QUOIN PHARMACEUTICALS LTD.

    By:
    /s/ Dr. Michael Myers

    Name: Dr. Michael Myers

    Title: Chief Executive Officer

United States securities and exchange commission logo
February 13, 2024
Dr. Michael Myers
Chief Executive Officer
Quoin Pharmaceuticals, Ltd.
42127 Pleasant Forest Court
Ashburn, VA 20148-7349
Re:Quoin Pharmaceuticals, Ltd.
Registration Statement on Form S-1
Filed February 12, 2023
File No. 333-277016
Dear Dr. Michael Myers:
            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 Jessica Ansart at 202-551-4511 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Melissa Palat Murawsky

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February 9, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Quoin Pharmaceuticals Ltd.

Registration Statement
on Form S-1

File No. 333-269543

Ladies and Gentlemen:

In accordance with
Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), A.G.P./ALLIANCE
GLOBAL PARTNERS, as Lead Placement Agent, hereby joins Quoin Pharmaceuticals Ltd. (the “Company”) in requesting that the Securities
and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1, as amended (File No. 333-269543)
(the “Registration Statement”), to become effective on Friday, February 10, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter
as practicable, or at such other time as the Company or its outside counsel Blank Rome LLP, request by telephone that such Registration
Statement be declared effective.

Pursuant to Rule 460
of the General Rules and Regulations under the Act, the undersigned advises that copies of the Preliminary Prospectus, dated February
8, 2023, are expected to be distributed to prospective dealers, institutional investors, retail investors and others as appears to be
reasonable to secure adequate distribution of the Preliminary Prospectus.

The Lead
Placement Agent is aware of its obligations under, and confirm that it is complying with, the provisions of Rule 15c2-8 under the
Securities Exchange Act of 1934, as amended, including the delivery requirement contained in such Rule.

    Very truly yours,

    A.G.P./ALLIANCE GLOBAL PARTNERS

    By:
    /s/ Thomas J. Higgins

    Name:
    Thomas J. Higgins

    Title:
    Managing Director

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Quoin Pharmaceuticals Ltd.

42127 Pleasant Forest Court

Ashburn, VA 20148-7349

February 9, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: Quoin Pharmaceuticals Ltd.

Registration Statement on
Form S-1

Registration
No. 333-269543

Ladies and Gentlemen:

Quoin Pharmaceuticals Ltd.
(the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration
of the effective date of the above-referenced Registration Statement, as amended, so that such Registration Statement, as amended, will
become effective at 4:00 p.m.., Eastern Time, on Friday, February 10, 2023, or as soon thereafter as practicable.

[Signature Page Follows]

    Very truly yours,

    QUOIN PHARMACEUTICALS LTD.

    By:
    /s/ Dr. Michael Myers

    Name: Dr. Michael Myers

    Title: Chief Executive Officer

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February 8, 2023

VIA EDGAR

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jessica Ansart and Celeste Murphy

 RE: Quoin Pharmaceuticals Ltd.

Registration Statement on Form S-1

Filed February 3, 2023

File No. 333-269543

Dear Ms. Ansart and Ms. Murphy:

This letter sets forth responses
of Quoin Pharmaceuticals Ltd. (the “Company”) to the comments contained in the letter, dated February 7, 2023 (the “Comment
Letter”), from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
relating to the Company’s Registration Statement on Form S-1, File No. 333-269543 (“Form S-1”).

To
facilitate your review, the text of the Staff’s comments is set forth below in bold italics followed by the Company’s
response, and the headings and comment numbers in this letter correspond to the headings and comment
numbers in the Comment Letter. Concurrently with the submission of this letter, the Company is filing Amendment No. 1 to Form S-1
(“Amendment No. 1”) to address comments from the Staff as set forth below.

Registration Statement on Form S-1

Cover Page

 1. When available, please revise your prospectus cover page to clarify the number of ADSs, pre-funded warrants, common warrants
and ordinary shares being offered.

In response to the Staff’s comment, the Company
has revised the disclosure on the cover page of Amendment No.1.

 2. Please revise your prospectus cover page to disclose the date on which the offering will terminate. For guidance, please refer
to Item 501(b)(8)(iii) of Regulation S-K.

    1

In response to the Staff’s comment, the Company
has revised the disclosure on the cover page of Amendment No.1.

Please contact the undersigned at 703-980-4182
should you require further information or have any questions.

    Sincerely,

    /s/ Michael Myers

    Dr. Michael Myers

    Chief Executive Officer

cc: Yelena M. Barychev, Blank Rome LLP

    2

United States securities and exchange commission logo
February 7, 2023
Dr. Michael Myers
Chief Executive Officer
Quoin Pharmaceuticals, Ltd.
42127 Pleasant Forest Court
Ashburn, VA 20148-7349
Re:Quoin Pharmaceuticals, Ltd.
Registration Statement on Form S-1
Filed February 3, 2023
File No. 333-269543
Dear Dr. Michael Myers:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form S-1
Cover Page
1.When available, please revise your prospectus cover page to clarify the number of ADSs,
pre-funded warrants, common warrants and ordinary shares being offered.
2.Please revise your prospectus cover page to disclose the date on which the offering
will terminate. For guidance, please refer to Item 501(b)(8)(iii) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate

 FirstName LastNameDr. Michael Myers
 Comapany NameQuoin Pharmaceuticals, Ltd.
 February 7, 2023 Page 2
 FirstName LastName
Dr. Michael Myers
Quoin Pharmaceuticals, Ltd.
February 7, 2023
Page 2
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jessica Ansart at 202-551-4511 or Celeste Murphy at 202-551-3257 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Yelena M. Barychev

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August 4, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Quoin Pharmaceuticals Ltd.

Registration Statement on Form F-1

File No. 333-266476

Ladies and Gentlemen:

In accordance with
Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), A.G.P./ALLIANCE
GLOBAL PARTNERS, as Placement Agent, hereby joins Quoin Pharmaceuticals Ltd. (the “Company”) in requesting that the Securities
and Exchange Commission take appropriate action to cause the Registration Statement on Form F-1, as amended (File No. 333-266476)
(the “Registration Statement”), to become effective on Friday, August 5, 2022, at 9:00 a.m., Eastern Time, or as soon thereafter
as practicable, or at such other time as the Company or its outside counsel Blank Rome LLP, request by telephone that such Registration
Statement be declared effective.

Pursuant to Rule 460
of the General Rules and Regulations under the Act, the undersigned advises that copies of the Preliminary Prospectus, dated August 4,
2022, are expected to be distributed to prospective dealers, institutional investors, retail investors and others as appears to be reasonable
to secure adequate distribution of the Preliminary Prospectus.

The Placement Agent
is aware of its obligations under, and confirm that it is complying with, the provisions of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended, including the delivery requirement contained in such Rule.

    Very truly yours,

    A.G.P./ALLIANCE GLOBAL PARTNERS

    By:
    /s/ Thomas J. Higgins

    Name:
    Thomas J. Higgins

    Title:
    Managing Director

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Quoin Pharmaceuticals Ltd.

Azrieli Center, Round Tower, 30th Floor

132 Menachem Begin Blvd

Tel Aviv, 6701101

August 4, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Christine Westbrook

 RE: Quoin Pharmaceuticals Ltd.

Registration Statement on Form F-1

Registration No. 333-266476

Ladies and Gentlemen:

Quoin Pharmaceuticals Ltd. (the
“Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of
the effective date of the above-referenced Registration Statement, as amended, so that such Registration Statement, as amended, will become
effective at 9:00 a.m., Eastern Time, on Friday, August 5, 2022, or as soon thereafter as practicable.

[Signature Page Follows]

Very truly yours,

QUOIN PHARMACEUTICALS LTD.

By:
/s/ Dr. Michael Myers

Name: Dr. Michael Myers

Title: Chief Executive Officer

United States securities and exchange commission logo
August 3, 2022
Michael Myers
Chief Executive Officer
Quoin Pharmaceuticals, Ltd.
Azrieli Center, Round Tower, 30th Floor
132 Menachem Begin Blvd
Tel Aviv, Israel 6701101
Re:Quoin Pharmaceuticals, Ltd.
Registration Statement on Form F-1
Filed August 3, 2022
File No. 333-266476
Dear Dr. Myers:
            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:       Yelena M. Barychev, Esq.

CORRESP
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Quoin Pharmaceuticals Ltd.

Azrieli Center, Round Tower, 30th Floor

132 Menachem Begin Blvd

Tel Aviv, 6701101

April 22, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Michael Davis

  RE:
  Quoin Pharmaceuticals Ltd.

  Registration Statement on Form F-1

  Registration No. 333-264305

Ladies and Gentlemen:

Quoin Pharmaceuticals Ltd.
(the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration
of the effective date of the above-referenced Registration Statement so that such Registration Statement will become effective at 4:00
p.m., Eastern Time, on Friday, April 22, 2022, or as soon thereafter as practicable.

[Signature Page Follows]

    Very truly yours,

    QUOIN PHARMACEUTICALS LTD.

    By:
    /s/ Dr. Michael Myers

    Name: Dr. Michael Myers

    Title: Chief Executive Officer

United States securities and exchange commission logo
April 21, 2022
Michael Myers
Chief Executive Officer
Quoin Pharmaceuticals, Ltd.
Azrieli Center, Round Tower, 30th Floor
132 Menachem Begin Blvd
Tel Aviv, 6701101
Re:Quoin Pharmaceuticals, Ltd.
Registration Statement on Form F-1
Filed April 15, 2022
File No. 333-264305
Dear Dr. Myers:
            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 Michael Davis at 202-551-4385 or Laura Crotty at 202-551-7614 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Yelena Barychev

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    August 10, 2021

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

    Re: Cellect Biotechnology Ltd. (the "Company")

    Registration Statement on Form F-4/A-3

    File No. 333-257144

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement
be accelerated so that the same will become effective at 3:00 p.m. on August 12, 2021, or as soon thereafter as is practicable.

    Very truly yours,

    CELLECT BIOTECHNOLOGY LTD.

    By:/s/ Eyal Leibovitz

    Name: Eyal Leibovitz

    Title: Chief Financial Officer

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Royer Cooper Cohen Braunfeld, LLC

101 West Elm Street, Suite 400

Conshohocken, Pennsylvania 19428

VIA EDGAR CORRESPONDENCE

August 5, 2021

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549-3628

 Attention: Jason Drory

                                                                                Christine Westbrook

 Re: Cellect Biotechnology Ltd.

                                                                                Registration Statement on Form F-4

                                                                                Filed June 16, 2021

                                                                                File No. 333-257144

Dear Mr. Drory and Ms. Westbrook:

On behalf of Cellect Biotechnology Ltd. (the “Company”),
we are responding to the comments contained in the letter dated July 30, 2021, from the staff of the U.S. Securities and Exchange Commission
to Dr. Shai Yarkoni, Chief Executive Officer of the Company (the “Comment Letter”), relating to the above filing (the “Registration
Statement”).

For your convenience, we have repeated in bold type each of the comments
and requests for additional information exactly as set forth in the Comment Letter and the Company’s response thereto immediately
below the comment or request.

The Company is concurrently filing Amendment No. 2 to the Registration
Statement (“Amendment No. 2”) via EDGAR.

Amendment No. 1 to Registration Statement on Form F-4 filed July
16, 2021

Agenda Items, page 2

 1. We note your response to prior comment 1, which we reissue. Please include additional disclosure upfront in this bulleted section
and disclose the material terms of the Letter Agreement with Dr. Yarkoni. Provide in your revisions a brief description of the cash “Bonus”
described in Section 1 to the Letter Agreement filed as Exhibit 2.5 and explain how the bonus would be calculated in the event consideration
is received from EnCellX shareholders from the sale of their shares to a third party, as referenced in

U.S. Securities and Exchange Commission

August 5,
2021

Page 2

Section 1(ii) of the Letter Agreement. In addition, please
include conformed signatures on Exhibit 2.5.

The Company has revised bulleted item (iii) to provide a brief description
of the cash bonus that Dr. Yarkoni is entitled to receive (the “Bonus”) pursuant to the Letter Agreement and added cross-references
to the more detailed disclosures regarding the Letter Agreement and the Bonus in the Registration Statement.

The Company has also revised the Registration Statement to add illustrative
examples of the calculation of the Bonus in several scenarios in the event of a sale of EnCellX, Inc., as referenced in Section 1(ii)
of the Letter Agreement. See “THE SPECIAL MEETING OF CELLECT SHAREHOLDERS – APPROVAL OF THE MERGER AGREEMENT AND RELATED TRANSACTIONS
– Letter Agreement with Dr. Shai Yarkoni” and “MATTERS BEING SUBMITTED TO A VOTE OF CELLECT SHAREHOLDERS - Approval
of Merger Agreement and Related Agreements and Transactions – Letter Agreement with Dr. Shai Yarkoni.”

The Company has refiled the Letter Agreement with conformed signatures
as Exhibit 2.5 to the Registration Statement.

 2. We note your response to prior comment 2, which we reissue. Please include additional disclosure upfront in this bulleted section
and disclose the material terms of the CVS or include a clear cross-reference to the appropriate section in the registration statement.

The Company has revised bulleted item (vi) to add cross-references
to the appropriate sections in the Registration Statement that contain detailed disclosure regarding the CVRs.

U.S. Securities and Exchange Commission

August 5, 2021

Page 3

As discussed in my letter to you dated July 16, 2021, the Company has
included in Amendment No. 2 the interim financial statements and information of Quoin Pharmaceuticals, Inc.

**********

Please direct any questions with respect to the foregoing responses
to Brian Vargo at the address above, by e-mail to bvargo@rccblaw.com, or by telephone at (610) 629-6919.

Sincerely,

/s/ Brian S. Vargo

United States securities and exchange commission logo
July 30, 2021
Shai Yarkoni, M.D., Ph.D.
Chief Executive Officer
Cellect Biotechnology Ltd.
23 Hata’as Street
Kfar Saba, Israel 44425
Re:Cellect Biotechnology Ltd.
Amendment No. 1 to Registration Statement on Form F-4
Filed June 16, 2021
File No. 333-257144
Dear Dr. Yarkoni:
            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.  Unless we note
otherwise, our references to prior comments are to comments in our June 30, 2021 letter.
Amendment No. 1 to Registration Statement on Form F-4 filed July 16, 2021
Agenda Items, page 2
1.We note your response to prior comment 1, which we reissue. Please include additional
disclosure upfront in this bulleted section and disclose the material terms of the Letter
Agreement with Dr. Yarkoni. Provide in your revisions a brief description of the cash
"Bonus" described in Section 1 to the Letter Agreement filed as Exhibit 2.5 and explain
how the bonus would be calculated in the event consideration is received from EnCellX
shareholders from the sale of their shares to a third party, as referenced in Section 1(ii) of
the Letter Agreement. In addition, please include conformed signatures on Exhibit 2.5.

 FirstName LastNameShai Yarkoni, M.D., Ph.D.
 Comapany NameCellect Biotechnology Ltd.
 July 30, 2021 Page 2
 FirstName LastName
Shai Yarkoni, M.D., Ph.D.
Cellect Biotechnology Ltd.
July 30, 2021
Page 2
2.We note your response to prior comment 2, which we reissue. Please include additional
disclosure upfront in this bulleted section and disclose the material terms of the CVRs or
include a clear cross-reference to the appropriate section in the registration statement.
            Please contact Jason Drory at 202-551-8342 or Christine Westbrook at 202-551-5019
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brian S. Vargo, Esq.

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Royer Cooper Cohen Braunfeld, LLC

101 West Elm Street, Suite 400

Conshohocken, Pennsylvania 19428

VIA EDGAR CORRESPONDENCE

July 16, 2021

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549-3628

    Attention:
    Jason Drory

    Christine Westbrook

    Re:
    Cellect Biotechnology Ltd.

    Registration Statement on Form F-4

    Filed June 16, 2021

    File No. 333-257144

Dear Mr. Drory and Ms. Westbrook:

On behalf of Cellect Biotechnology Ltd. (the “Company”),
we are responding to the comments contained in the letter dated June 30, 2021, from the staff of the U.S. Securities and Exchange Commission
to Dr. Shai Yarkoni, Chief Executive Officer of the Company (the “Comment Letter”), relating to the above filing (the “Registration
Statement”).

For your convenience, we have repeated in bold type each of the comments
and requests for additional information exactly as set forth in the Comment Letter and the Company’s response thereto immediately
below the comment or request.

The Company is concurrently filing Amendment No. 1 to the Registration
Statement (“Amendment No. 1”) via EDGAR.

Registration Statement on Form F-4 filed June 16, 2021

Agenda Items, page 2

 1. In bullet (iii), please quantify the dollar value (or range of values) Dr. Shai Yarkoni may receive pursuant to the Letter Agreement.
In addition, please file the Letter Agreement as an exhibit pursuant to Item 601(b)(10) of Regulation S-K.

Dr. Yarkoni is entitled to receive a bonus payment (the “Bonus”)
upon the occurrence of certain events delineated under the Amended and Restated Share Transfer Agreement (the “Share Transfer Agreement”)
between the Company and EnCellX, Inc.

U.S. Securities and Exchange Commission

July 16, 2021

Page 2

(“EnCellX”) and the Letter of Agreement among the Company,
EnCellX and Dr. Yarkoni (the “Letter Agreement”). As we discussed with Mr. Drory in a telephone conference on July 8, 2021,
the Bonus is contingent, and the Company cannot calculate or estimate the dollar value or a range of potential dollar values of the Bonus,
given the significant uncertainties and risks relating to the future business of EnCellX and Cellect Biotherapeutics Ltd. (the “Subsidiary”)
and the Subsidiary’s technology. As discussed, the Company has revised the discussion in the Registration Statement relating to
the Letter Agreement to expressly address that point. See “THE SPECIAL MEETING OF CELLECT’S SHAREHOLDERS – APPROVAL
OF THE MERGER AGREEMENT AND RELATED TRANSACTIONS – Letter of Agreement with Dr. Shai Yarkoni” and “MATTERS BEING SUBMITTED
TO A VOTE OF CELLECT’S SHAREHOLDERS – Approval of the Merger and the Related Agreements and Transactions – Letter of
Agreement with Dr. Shai Yarkoni” in Amendment No. 1. The Company submits that bullet (iii) is not a suitable location in the Registration
Statement for such disclosure.

The Company has filed a copy of the Letter Agreement as exhibit number
2.5 to Amendment No. 1.

 2. In bullet (vi), please update your disclosure regarding the Contingent Value Rights Agreement (the “CVRs”) to clearly
describe the specific contingent value rights holders of the CVRs have the right to receive, including quantifying the (i) royalty percentage
of net sales, (ii) milestone payments, (iii) exit fee and (iv) license fees referenced at the top of page 83.

The Company has added disclosure in Amendment No. 1 to describe in
more detail the consideration payable pursuant to the Share Transfer Agreement. The Registration Statement clearly states that CVR holders
are entitled to receive the consideration received by the Company pursuant to the Share Transfer Agreement. See “THE SPECIAL MEETING
OF CELLECT’S SHAREHOLDERS – APPROVAL OF THE MERGER AGREEMENT AND RELATED TRANSACTIONS – Share Transfer Agreement”
and “MATTERS BEING SUBMITTED TO A VOTE OF CELLECT’S SHAREHOLDERS – Approval of the Merger and the Related Agreements
and Transactions – Share Transfer Agreement” in Amendment No. 1. The Company submits that bullet (vi) is not a suitable location
in the Registration Statement for such disclosure.

General

 3. We note that you have signed an Amended and Restated Share Transfer Agreement to sell the entire share capital of your subsidiary
company, Cellect Biotherapeutics Ltd., which will retain all of its existing assets, to EnCellX, Inc. Given Dr. Shai Yarkoni’s
prospective position with EnCellX, please file a Schedule 13-e3 or provide us with your analysis as to why Rule 13-3 does not apply.

U.S. Securities and Exchange Commission

July 16, 2021

Page 3

The Company submits that Rule 13e-3 under the Securities Exchange Act
of 1934 (“Rule 13e-3”) does not apply to the sale (the “Sale”) by the Company to EnCellX of all of the share capital
of Cellect Biotherapeutics Ltd. (the “Subsidiary”).

Neither EnCellX nor its principal, Mr. Aditya Mohanty, is an affiliate
of the Company or the Subsidiary. Although the Company expects that Dr. Yarkoni will continue to manage the Subsidiary and will serve
as the Chief Technology Officer of EnCellX following the Sale and Dr. Yarkoni may be entitled to the Bonus upon certain events, the amount
of which is determinable by reference to a percentage of the share capital of EnCellX, the Company expects that Dr. Yarkoni will not be
or become an owner of EnCellX or the Subsidiary at the time of the Sale and is not aware of any agreement or intention for Dr. Yarkoni
to become an owner of either company. Dr. Yarkoni is not directly or indirectly purchasing any of the share capital of the Subsidiary
pursuant to the Share Transfer Agreement.

In addition, while the Sale will be a sale of all or substantially
all of the Company’s current assets, the Sale will occur concurrently with the merger (the “Merger”) of CELLMSC, Inc.
and Quoin Pharmaceuticals, Inc. (“Quoin”), pursuant to which Quoin will become a wholly-owned subsidiary of the Company. Thus,
the Merger and the Sale, when viewed together, are a combination of transactions pursuant to which the Company will acquire new technology
and pursue a new line of business with the assets of Quoin. Pursuant to Section 3.01 of the Share Transfer Agreement, the closing of the
Sale shall be held concurrently with the closing of the Merger. Pursuant to Section 3.04 of the Share Transfer Agreement, if the Merger
does not close, the Share Transfer Agreement will terminate and have no further force and effect.

The Sale is not a transaction that has a reasonable likelihood or purpose
of producing, either directly or indirectly, any of the effects described in Rule 13e-3(a)(ii). The Subsidiary is not a public entity.
As noted above, the Sale is conditioned on the Merger closing. Furthermore, the conditions precedent to the obligations of the parties
to consummate the Merger include Section 6.3 of the Agreement and Plan of Merger, which states: “(a) the existing ADRs have been
continually listed on The NASDAQ Capital Market as of the date of this Agreement through the Closing Date, (b) the ADRs to be issued in
the Merger shall be approved for listing (subject to official notice of issuance) on the NASDAQ Capital Market as of the Effective Time,
and (c) the NASDAQ Listing Application has been approved for listing (subject to official notice of issuance).” If such condition
is not satisfied, the Merger will not close, the Sale will not close, and the Company expects that the Company’s ADSs will continue
trading on The NASDAQ Capital Market, as they do now.

 4. Please provide updated interim financial information for Quoin Pharmaceuticals, Inc. here and throughout the filing. Refer to General
Instruction C.1(d) of Form F-4 and Item 17(b)(8) of Form S-4.

U.S. Securities and Exchange Commission

July 16, 2021

Page 4

The Company intends to file with the next amendment to the Form F-4
the interim financial data for Quoin Pharmaceuticals, Inc. and include reference thereto throughout the filing.

**********

Please direct any questions with respect to the foregoing responses
to Brian Vargo at the address above, by e-mail to bvargo@rccblaw.com, or by telephone at (610) 629-6919.

Sincerely,

/s/ Brian S. Vargo

United States securities and exchange commission logo
June 30, 2021
Shai Yarkoni, M.D., Ph.D.
Chief Executive Officer
Cellect Biotechnology Ltd.
23 Hata’as Street
Kfar Saba, Israel 44425
Re:Cellect Biotechnology Ltd.
Registration Statement on Form F-4
Filed June 16, 2021
File No. 333-257144
Dear Dr. Yarkoni:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-4 filed June 16, 2021
Agenda Items, page 2
1.In bullet (iii), please quantify the dollar value (or range of values) Dr. Shai Yarkoni may
receive pursuant to the Letter Agreement. In addition, please file the Letter Agreement as
an exhibit pursuant to Item 601(b)(10) of Regulation S-K.
2.In bullet (vi), please update your disclosure regarding the Contingent Value Rights
Agreement (the "CVRs") to clearly describe the specific contingent value rights holders of
the CVRs have the right to receive, including, quantifying the (i) royalty percentage of net
sales, (ii) milestone payments, (iii) exit fee and (iv) license fees referenced at the top of
page 83.

 FirstName LastNameShai Yarkoni, M.D., Ph.D.
 Comapany NameCellect Biotechnology Ltd.
 June 30, 2021 Page 2
 FirstName LastName
Shai Yarkoni, M.D., Ph.D.
Cellect Biotechnology Ltd.
June 30, 2021
Page 2
General
3.We note that the you have signed an Amended and Restated Share Transfer Agreement to
sell the entire share capital of your subsidiary company, Cellect Biotherapeutics Ltd.,
which will retain all of its existing assets, to EnCellX Inc. Given Dr. Shai Yarkoni's
prospective position with the EnCellX, please file a Schedule 13e-3 or provide us with
your analysis as to why Rule 13e-3 does not apply.
4.Please provide updated interim financial information for Quoin Pharmaceuticals, Inc. here
and throughout the filing. Refer to General Instruction C.1(d) of Form F-4 and Item
17(b)(8) of Form S-4.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jason Drory at 202-551-8342 or Christine Westbrook at 202-551-5019
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brian S. Vargo, Esq.

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Cellect Biotechology Ltd.

23 Hata’as Street

Kfar Saba, 44425, Israel

February 6, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Cellect Biotechnology Ltd. (CIK: 0001671502)

        Registration Statement No. 333-229083

        on Form F-1 (the “Registration Statement”)

Ladies and Gentlemen:

Cellect Biotechnology 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 Thursday, February 7, 2019, at 5:00 PM, Eastern Time, or as soon thereafter as is practicable.

The Registrant understands
that the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation
of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed public
offering of the securities specified in the Registration Statement.

    Very truly yours,

    Cellect
        Biotechnology Ltd.

    By:
    /s/ Shai Yarkoni

    Shai Yarkoni, Chief Executive Officer

CORRESP
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February 6, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Cellect Biotechnology Ltd. (CIK: 0001671502)

    Registration Statement No. 333-229083
    on Form F-1 (the “Registration Statement”)

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 (the “Securities
Act”), Alliance Global Partners, as representative of the underwriters, hereby requests acceleration of the effective date
of the above-referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Time, February 7, 2019, or
as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act,
please be advised that we, acting on behalf of the several underwriters, will distribute as many electronic copies of the proposed
form of preliminary prospectus as appears to be reasonable to secure adequate distribution.

    By:
    ALLIANCE GLOBAL PARTNERS

    By:
    /s/
Thomas Higgins

    Name: Thomas Higgins

    Title: Managing
Director, Investment Banking

February 1, 2019
Shai Yarkoni
Chief Executive Officer
Cellect Biotechnology Ltd.
23 Hata’as Street
Kfar Saba, Israel 44425
Re:Cellect Biotechnology Ltd.
Registration Statement on Form F-1
Filed December 28, 2018
File No. 333-229083
Dear Dr. Yarkoni:
            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 Caleb French at 202-551-6947 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Gary Emmanuel, Esq.

Mail Stop 3030
January 3, 2018

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

Re: Cellect  Biotechnology Ltd.
Registration Statement on Form F-1
Filed December 28, 2017
 File No. 333 -222334

Dear Dr. Yarkoni :

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 Tom Jones at (202) 551 -3602 with any questions.

Sincerely,

 /s/ Tom Jones for

 Amanda Ravitz
Assistant Director
        Office of Electronics and Machinery

cc: Ronen Kantor, Esq.

CORRESP
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August 16, 2017

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Cellect Biotechnology Ltd.

Registration Statement on Form F-3

File No. 333-219614

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Cellect Biotechnology Ltd. (the “Registrant”) hereby respectfully requests that the
effectiveness of the Registration Statement on Form F-3 (File No. 333-219614) of the Registrant (the “Registration Statement”)
be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on August 17, 2017 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 (212) 547-5541. 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,

    CELLECT BIOTECHNOLOGY LTD.

    By:
    /s/ Shai Yarkoni

    Name: Shai Yarkoni

    Title:   Chief Executive Officer

cc: Gary Emmanuel (McDermott Will & Emery LLP)

Mail Stop 3030
August 9, 2017

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

Re: Cellect Biotechnology Ltd.
  Registration Statement on Form F-3
Filed  August 1, 2017
  File No.  333-219614

Dear Dr. Yarkoni :

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 Caleb French  at (202) 551 -6947  with any questions.

Sincerely,

 /s/ Caleb French for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

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

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CELLECT BIOTECHNOLOGY LTD.

23 Hata’as Street

Kfar Saba, Israel 44425

    July 27, 2016

Suzanne Hayes, Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-6010

 Re: Cellect Biotechnology Ltd. (the “Company”)

  Amendments Nos. 1, 2 and 3 to Registration Statement on Form F-1

  Filed July 22, 2016, July 25, 2016 and July 26, 2016

  File No. 333-212432

Dear Ms. Hayes:

The purpose of this
letter is to respond to your letter of July 27, 2016, with respect to the above-captioned filing. Concurrently with this letter
the Company is submitting an amendment to its Registration Statement on Form F-1 (the “Filing”). For ease of reference,
the Company’s responses are keyed to your comments (inserted in italicized font).

Amendment No. 1 filed July 22, 2016

Business

Apotainer Selection Kit, page 66

 1. We note your response to comment 1 from our letter dated July 12, 2016 and the revisions made
in response to our comment. Additionally, we note that the BIRD Foundation’s website, the BIRD model calls for repayments
of 5% of each dollar reported as sales revenue from sales of the product or subsequent products based on the technology developed
in the project; 30% from extending licensing rights; or 50% of the revenue earned from the sale of the technology to a third party.
Additionally, the website states that BIRD is entitled to repayments of up to 150% of the conditional grant. Please revise your
disclosure to provide this additional information or tell us the basis of your belief that the BIRD Foundation will revise its
program with respect to your grant.

Response to Comment 1:

The Company has amended
the disclosure on page 66 of the Filing with respect to the BIRD Foundation grant to provide the terms of the typical BIRD Foundation
model.

Ms. Suzanne Hayes

Page 2

July 27, 2016

Amendment No. 2 filed July 25, 2016

Dilution, page 43

 2. Please provide us your computation of $3.90 pro forma net tangible book value per ADS, as adjusted
to give effect to this offering.

Response to Comment 2:

The Company has revised the pro forma net
tangible book value per ADS, as adjusted to give effect to this offering, from $3.90 to $2.32 and has revised the disclosures contained
on page 43 of the Filing.

Amendment No. 3 filed July 26, 2016

Exhibit 5.1

 3. Please revise your legal opinion to provide an opinion with respect to the warrants.

Response to Comment 3:

The Company has revised the legal opinion
contained in Exhibit 5.1 to provide an opinion with respect to the warrants being included in the offering.

Please contact the
undersigned at (+972) (9) 974-1444, or Oded Har-Even at (212) 660-5002 or Shy S. Baranov at (617) 338-2932, attorneys at Zysman,
Aharoni, Gayer and Sullivan & Worcester LLP, the Company's U.S. counsel, if you have any questions or require additional information.

    Respectfully,

    Cellect Biotechnology Ltd.

    By:      /s/ Dr. Shai Yarkoni

                Dr. Shai Yarkoni

                Chief Executive Officer

 cc: Oded Har-Even, Esq.

  Shy S. Baranov, Esq.

Mail Stop 4546
July 27, 2016

Dr. Shai Yarkoni
Chief Executive Officer
Cellect Bio technology  Ltd.
23 Hata’as Street
Kfar Saba, Israel 44425

Re: Cellect Bio technology  Ltd.
Amendme nt Nos. 1, 2 and 3 to Registration Statement on Form F -1
Filed July 22, 2016, July 25, 2016 and July 26, 2016
  File No. 333-212432

Dear Dr. Yarkoni :

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 again and providing
the requested information .  If you do not believe our comments apply to yo ur facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any further amendment to your registration statement and the
information you provide in response to these  comments, we may have additional comments.

Amendment No. 1 filed July 22, 2016

Business
Apotainer Selection Kit, page 66

1. We note your response to comment 1 from our letter dated July 12, 2016 and the
revisions made in response to our comment.  Additionally, we note that the BIRD
Foundation’s website, the BIRD model calls for repayments of 5% of each dollar
reported as sales revenue from sales of the product  or subsequent products based on the
technology developed in the project; 30% from extending licensing rights; or 50% of the
revenue earned from the sale of the technology to a third party.  Additionally, the website
states that BIRD is entitled to repayme nts of up to 150% of the conditional grant.  Please
revise your disclosure to provide this additional information or tell us the basis of your
belief that the Bird Foundation will revise its program with respect to your grant.

Dr. Shai Yarkoni
Cellect Bio technology  Ltd.
July 27 , 2016
Page 2

 Amendment No. 2 filed July 25, 2016
Dilution, page 43

2. Please provide us your computation of $3.90 pro forma net tangible book value per ADS,
as adjusted to give effect to this offering.

Amendment No. 3 filed July 26, 2016
Exhibit 5.1

3. Please revi se your legal opinion to provide an opinion with respect to the warrants.

You may  contact Keira Nakada  at (202) 551 -3659  or Lisa Vanjoske at (202) 551 -3614  if
you have questions regarding comments on the financial s tatements and related matters.  Please
contact Scot Foley at (202) 551 -3383 or me at (202) 551 -3675 with any other questions.

Since rely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director

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

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July 26, 2016

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

 Re: CELLECT BIOTECHNOLOGY LTD.

  Registration Statement on Form F-1 (Registration No. 333-212432) -

  Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright &
Co., LLC (“Wainwright”), as representative of the underwriters for the referenced offering, hereby concurs in
the request by Cellect Biotechnology Ltd. that the effective date of the above-referenced registration statement be accelerated
to 5:00 p.m. (Eastern Time), or as soon as practicable thereafter, on July 28, 2016, pursuant to Rule 461 under the Securities
Act. Wainwright affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very truly yours,

    H.C. WAINWRIGHT & CO., LLC

    By:
    /s/ Mark W. Viklund

    Name: Mark W. Viklund

    Title: Chief Executive Officer

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Cellect Biotechnology Ltd.

23 Hata’as Street

Kfar Saba, Israel 44425

July 26, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Cellect Biotechnology Ltd. (CIK: 0001671502)

    Registration Statement No. 333-212432 on Form F-1 (the “Registration Statement”)

Ladies and Gentlemen:

Cellect Biotechnology
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 July 28, 2016 at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant acknowledges
that:

    ·
    should the Securities and Exchange Commission (the “Commission”) or its 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 its 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.

The Registrant
understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the
proposed public offering of the securities specified in the Registration Statement.

    Very truly yours,

    CELLECT BIOTECHNOLOGY LTD.

    By: /s/ Dr. Shai Yarkoni

    Dr. Shai Yarkoni, Chief Executive Officer

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CELLECT BIOTECHNOLOGY LTD.

23 Hata’as Street

Kfar Saba, Israel 44425

July 22, 2016

Suzanne Hayes, Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-6010

 Re: Cellect Biotechnology Ltd. (formerly known as Cellect Biomed Ltd.) (the “Company”)

  Registration Statement on Form F-1

  Filed July 7, 2016

  File No. 333-212432

Dear Ms. Hayes:

The purpose of this
letter is to respond to your letter of July 12, 2016, with respect to the above-captioned filing. Concurrently with this letter
the Company is submitting an amendment to its Registration Statement on Form F-1 (the “Filing”). For ease of reference,
the Company’s responses are keyed to your comments (inserted in italicized font).

Business

Apotainer Selection Kit, page 63

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

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

 · The circumstances under which you may be required to repay the
grant and how the amount subject to repayment is determined;

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

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

Response to Comment 1:

The Company has amended
the disclosure on page 63 of the Filing with respect to the BIRD Foundation grant to clarify that while the Company has been informed
it is eligible to receive the BIRD Foundation grant, such grant award is subject to the execution of a Cooperation and Project
Funding Agreement, which has not yet occurred. The Company is required to execute the Cooperation and Project Funding Agreement
no later than September 14, 2016. As such, the Company has not yet received the BIRD Foundation grant and the terms of the Cooperation
and Project Funding Agreement are not yet known.

Ms. Suzanne Hayes

Page 2

July 22, 2016

Exhibit Index

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

Response to Comment 2:

The amended agreements with Mr. Kasbian
and Dr. Yarkoni are subject to shareholder approval, which is expected to be obtained at a meeting of the Company’s shareholders
to be held on July 24, 2016. The Company will file the amended agreements with Mr. Kasbian and Dr. Yarkoni upon obtaining shareholder
approval of such amended agreements.

Please contact the
undersigned at (+972) (9) 974-1444, or Oded Har-Even at (212) 660-5002 or Shy S. Baranov at (617) 338-2932, attorneys at Zysman,
Aharoni, Gayer and Sullivan & Worcester LLP, the Company's U.S. counsel, if you have any questions or require additional information.

    Respectfully,

    Cellect Biotechnology Ltd.

    By:
    /s/ Dr. Shai Yarkoni

    Dr. Shai Yarkoni

    Chief Executive Officer

 cc: Oded Har-Even, Esq.

Shy S. Baranov, Esq.

July 12, 2016

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

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

Dear Dr. Yarkoni :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please  tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Business
Apotainer Selection Kit, page 63

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

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

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

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

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

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

Exhibit  Index

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

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disc losures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement, please provide  a written statement from the company
acknowledging that:

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

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

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any  proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

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

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the  effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the propo sed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director

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

June 16, 2016

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

Re: Cellect Biomed Ltd.
Amendment No. 1
Draft Registration Statement on Form F -1
Submitted May 25 , 2016
  CIK No. 0001671502

Dear Dr. Yarkoni :

We have reviewed your amended draft registration statement  and have the following
comment.  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 comment applies to your facts and circumstances or do
not believe an amendment is appropriate, ple ase tell us why in your response.

After reviewing the information you provide in response to this comment  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Business
Raw Materials and Supp liers, page 6 6

1. We note your response to prior comment 7.  Given your statements that the number of third
party suppliers with the necessary manufacturing and regulatory expertise is limited; a
significant delay in the supply of key materials for a preclin ical or clinical trial could
considerably delay completion of your clinical trials, testing and potential approval of your
product candidate; and your stated strategy of achieving a relatively quick validation, it
appears that the identity of your supplier  may be material information.  Please identify the
supplier or provide us with additional support for your determination that the identity is not
material.

Dr. Shai Yarkoni
Cellect Biomed Ltd.
June 16, 2016
Page 2

 You may contact Keira Nakada at (202) 551 -3659 or Lisa Vanjoske at (202) 551 -3614 if you
have qu estions regarding comments on the financial statements and related matters.  Please contact
Scot Foley  at (202) 551 -3383 or me at (202) 551 -3675 with any other questions.

Sincerely,

Suzanne Hayes
Assistant Director

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

Mail Stop 4720

May 6 , 2016

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

Re: Cellect Biomed Ltd.
Draft Registration Statement on Form F -1
Submitted April 8, 2016
  CIK No. 0001671502

Dear Dr. Yarkoni :

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.

Prospectus Summary
Business Overview, page 1

1. Please briefly define the term “combination product” as it applies to your Apotainer
selection kits.

2. Please summarize the ApoGraft process where you introduce it on page 2, including the
use of FasL to induce apoptosis  and the use of apheresis, i.e. blood transfusions, to obtain
donor cells .

Shai Yarkoni
Cellect Biomed Ltd.
 May 6, 2016
 Page 2

Our Strategy, page 2

3. We note your statement that your strategy includes achieving a “relatively quick
validation” of your technology platform.  Please explain what you mean by “rel atively
quick” by explaining your estimated timeframe and what you are comparing the
validation process to when you are expecting it to be relatively quick.

Use of Proceeds, page 37

4. We note your statement that your offering proceeds will be used for “working capital
expenditures and other general corporate purposes.” Given your disclosures  indicating
that you do not generate any revenues and will need substantial additional financing to
achieve your goals, it appears that your use of proceeds discussion should be expanded to
quantify the proceeds  from this offering that you intend to use to develop and
commer cialize your Cellect Inside technology platform and Apotainer collection kits
including, but not limited to, research and development, manufacturing, preclinical
experiments and preclinical trials.  To the extent you expect the estimated funds will not
be sufficient to complete one or more of the indicated uses, please explain your expected
level of completion.

Business
Apotainer Selection Kit, page 62

5. In your disclosure, on the planned Phase I/II clinical trial please explain the “routine
myeloablative  procedures” to be used in cell transference.

6. Please state the material terms of the Joint Product Development Agreement with
Entegris Inc., including duration, payment and termination provisions.

Raw Materials and Suppliers, page 65

7. Please identify y our sole so urce supplier for FasL .

Other Comments

8. 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 to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

9. Please confirm that the graphics included in your registration state ment are the only
graphics you will use in your prospectus. If those are not the only graphics, please
provide any additional graphics prior to their use for our review.

Shai Yarkoni
Cellect Biomed Ltd.
 May 6, 2016
 Page 3

 You may contact Keira Nakada at (202) 551 -3659 or Lisa Vanjoske at (202) 551 -3614 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Scot Foley  at (202) 551 -3383  or me at (202) 551 -3675 with any other questions.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director

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

November  2015