United States securities and exchange commission logo





                              August 13, 2020

       Yacov Geva, Ph.D.
       President and Chief Executive Officer
       G Medical Innovations Holdings Ltd.
       1 Harbour Rd Wan Chai
       Hong Kong

                                                        Re: G Medical
Innovations Holdings Ltd.
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted July 17,
2020
                                                            CIK No. 0001760764

       Dear Dr. Geva:

              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.

       Draft Registration Statement on Form F-1 submitted July 17, 2020

       Cover Page

   1.                                                   We note your disclosure
that the estimated offering price per ordinary share will be based
                                                        on the U.S. dollar
equivalent of the last reported sale price of your ordinary shares as
                                                        reported on the
Australian Securities Exchange operated by ASX Ltd. (or ASX).
                                                        Additionally, we note
your disclosure indicating that in determining the initial public
                                                        offering price, you and
the underwriters will consider a number of factors, including the
                                                        factors disclosed on
page 127. You may use the most recent ASX trading price, converted
                                                        to U.S. dollars at the
most recent exchange rate, in lieu of a price range, assuming the U.S.
                                                        IPO price will be
substantially similar to the ASX trading price and you provide
                                                        clarification of this
intention. If you expect that the U.S. IPO price will not be
 Yacov Geva, Ph.D.
G Medical Innovations Holdings Ltd.
August 13, 2020
Page 2
         substantially similar to the ASX trading price, please disclose on the
prospectus cover
         page a bona fide price range of the offered securities. If you intend
to price the securities
         based on the ASX market price, you may disclose a percentage range
based on that price
         (for example, 10% of the ASX market price) within which you intend to
price your
         offering. See, for example, Item 501(b)(3) of Regulation S-K.
Our Company, page 1

2.       We note your disclosure that your management team is led by
individuals "with over 48
         medical devices approved by the U.S. Food and Drug Administration." It
does not appear
         that you have 48 medical devices approved by the FDA. Please revise
this disclosure to
         clarify that the "48 medical devices approved" occurred while your
management team was
         employed at other companies or please advise.
Our Products and Services, page 1

3.       We note your disclosure that you acquired Telerhythmics in November
2018. Please file
         the acquisition agreement as an exhibit or tell us why you believe
such agreement is not
         required to be filed. See Item 601(b)(2) and (10) of Regulation S-K.
4.       We note your disclosure on page 55. If true, please indicate here
that, since inception, you
         have not generated significant revenue from the sale of your products.
Implications of Being an Emerging Growth Company, page 7

5.       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.
Risk Factors, page 12

6.       We note that you have entered into a loan under the Paycheck
Protection Program,
         pursuant to which the company borrowed $0.9 million. Please revise
your risk factor
         section to disclose any associated risks with the loan, including, but
not limited to the risk
         that all or parts of the loan may not be forgiven. In addition, please
disclose the following:
         (i) the material terms of the loan; (ii) how you intend to use the
loan proceeds; and (iii)
         whether you expect the loan to be forgiven.
7.     We note your disclosure on page 14 that Bank Mizrahi Tefahot will have
the right to
       foreclose upon and sell, or otherwise transfer the collateral subject to
its security interests.
FirstName LastNameYacov Geva, Ph.D.
       Please provide a summary of the material terms of this agreement with
Bank Mizrahi
Comapany   NameG
       Tefahot,     Medical
                including     InnovationsofHoldings
                           a description              Ltd. and file this
agreement as an exhibit or
                                             the collateral,
Augusttell
        13,us whyPage
            2020   you 2do not believe it is required.
FirstName LastName
 Yacov Geva, Ph.D.
FirstName
G Medical LastNameYacov    Geva,Ltd.
                                 Ph.D.
           Innovations Holdings
Comapany
August 13, NameG
           2020 Medical Innovations Holdings Ltd.
August
Page 3 13, 2020 Page 3
FirstName LastName
Use of Proceeds, page 43

8.       Please specify how far in the development of your Wireless Vital Signs
Monitoring
         System you expect to reach with the proceeds of the offering. To the
extent any material
         amounts of other funds are necessary to accomplish the specified
purposes, state the
         amounts and sources of other funds needed for each specified purpose
and the sources.
         Refer to Instruction 3 to Item 504 of Regulation S-K.
Capitalization, page 45

9.       We note the Capitalization Table is not mathematically accurate with
respect to total
         capitalization. Please revise. In addition, please expand the
information presented in the
         second bullet to to separately identify each transaction and the
resulting impact to the pro
         forma column.
Impact of COVID-19, page 52

10.      We note your disclosure that your sales declined in March and April
2020, but
         experienced a strong increase in sales in May and June 2020. In
addition, we note your
         risk factor disclosure on page 21 and your disclosure on page F-46
that you "experienced
         a decline in sales during the second quarter of 2020" and that "it is
unclear whether this
         reduction in sales is temporary and whether such sales may be
recoverable in the future."
         Please provide additional detail on the impact COVID-19 has had on
your sales in 2020,
         including quantifying the "strong increase" in sales in May and June
2020 as well as the
         decline in March and April 2020.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources
Financing Arrangements, page 55

11.      Please revise to clearly disclose how much borrowing is available
under each of
         your financing arrangements.
 Yacov Geva, Ph.D.
FirstName
G Medical LastNameYacov    Geva,Ltd.
                                 Ph.D.
           Innovations Holdings
Comapany
August 13, NameG
           2020 Medical Innovations Holdings Ltd.
August
Page 4 13, 2020 Page 4
FirstName LastName
Product Lines, page 57

12.      Please expand your disclosure to clarify the status of development of
your Wireless Vital
         Signs Monitoring System. We note your disclosure that you are "aiming
to finalize the
         initial prototype of the VSMS by the end of 2021." For example, it is
unclear how far in
         development you are in each of your four main elements. Please include
additional
         disclosure on whether or not you have developed a functioning
prototype for any of the
         four main elements with the capabilities you discuss. In addition,
please include disclosure
         of the regulatory environment for your VSMS and disclose the potential
material
         regulatory approvals you believe are necessary at this time.
Market Potential, page 66

13.      We note your references to certain studies, but that you do not
quantify or describe the
         survey population. For example, on page 68, you reference a study
conducted by the
         Spyglass Consulting Group and a study conducted by the Society for
Cardiovascular
         Angiography & Intervention, but you do not quantify or describe the
survey population.
         Please quantify the population that was surveyed for any material
statistic provided here.
Our Strategy, page 72

14.      We note your disclosure on page 76 regarding a distribution agreement
with HomeStay
         Care Limited to provide distribution of your products in Australia and
New Zealand.
         Please provide a summary of the material terms of this agreement in
the Business section
         and file this agreement as an exhibit or tell us why you do not
believe it is required.
Business
Intellectual Property, page 77

15.      Please revise your discussion to disclose for each material patent and
patent application
         the specific product(s) to which such patents or patent applications
relate, the type of
         patent protection, and patent expiration dates.
Competition and Competitive Advantages, page 79

16.      We note your disclosure that one of your competitive advantages is
that your "medical
         grade devices and software were approved following FDA and CE
guidance." We also
         note your disclosure that your Wireless Vital Signs Monitoring System,
which includes
         what you believe to be a "clinical grade smartwatch," is still in
development. In addition,
         we note your risk factor disclosure that "some of your products were
not approved for
         commercialization and have never generated any revenue." Please
clarify your disclosure
         here to describe only the specific products where you have FDA and CE
approval.
Organizational Structure, page 88

17.      At first use, please define the term GIBF on page 89.
 Yacov Geva, Ph.D.
G Medical Innovations Holdings Ltd.
August 13, 2020
Page 5
Property and Facilities, page 89

18.    We note your disclosure of a lease agreement with Ad Marom Assets and
Initiation Ltd., a
       company controlled by your controlling shareholder, for a monthly
payment of
       approximately $17,000 per month. Please file this lease agreement as an
exhibit to your
       registration statement or please advise.
Financial Statements
Note 1.A Overview, page F-9

19.    We note that the report of your independent registered public accounting
firm includes a
       going concern qualification and refers readers to Note 1.A for
management   s plan with
       regard to these matters. Please expand Note 1.A to disclose the details
of this plan.
Item 7. Recent Sales of Unregistered Securities, page II-1

20.    Please revise your disclosure on your recent sales of unregistered
shares to provide all the
       information required by Item 701 of Regulation S-K. For example, it
appears that you did
       not include the name of the joint lead manager or the consideration paid
to the joint lead
       manager in the November 21, 2017 private placement and you did not
include the
       consideration paid for the May 2020 private placement.
General

21.    We note your references throughout the prospectus to "recent" reports
and studies that in
       some cases are greater than a few years old. For example, you reference
a "recent" study
       on page 67 that appears to have been published in 2016. Please revise
your disclosure
       throughout to clarify the specific year of each study or report
referenced in the prospectus.
       In addition, we note various charts, graphics and studies referenced
throughout your
       prospectus where the source and additional information below the graphic
is not legible.
       Please update your graphics throughout to make the source, date and
number of
       individuals surveyed or studied legible.
       You may contact Jeanne Bennett at 202-551-3606 or Jeanne Baker at
202-551-3691 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jason L. Drory at 202-551-8342 or Tim Buchmiller at 202-551-3635 with
any other
questions.



                                                             Sincerely,
FirstName LastNameYacov Geva, Ph.D.
                                                             Division of
Corporation Finance
Comapany NameG Medical Innovations Holdings Ltd.
                                                             Office of Life
Sciences
August 13, 2020 Page 5
cc:       David Huberman, Esq.
FirstName LastName