SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 20-F
(Amendment no. 1)
| ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| OR | |
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2015 |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| OR | |
| ☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report
For the transition period from _______________________________ to_______________________________ |
Commission File No. 001-36345
GALMED PHARMACEUTICALS Ltd.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of the Registrant’s name into English)
State of Israel
(Jurisdiction of incorporation or organization)
16 Ze’ev Tiomkin Street, Tel Aviv, Israel 6578317
(Address of principal executive offices)
Allen Baharaff
President and Chief Executive Officer
16 Ze’ev Tiomkin Street
Tel Aviv, Israel 6578317
E-mail: ab@galmedpharma.com
Tel: +972.3.693.8448
Fax: +972.3.693.8447
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class | Name of each exchange on which registered | |
| Ordinary shares, par value NIS 0.01 per share | Nasdaq Capital Market |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Title of each class
N/A
Securities registered or to be registered pursuant to Section 15(d) of the Act.
Title of each class
N/A
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 11,100,453
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such a shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☒ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | Other ☐ |
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the Registrant has elected to follow: Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
Explanatory Note
Galmed Pharmaceuticals Ltd. (the “Company”) is filing this Amendment No. 1 to the Company’s Annual Report on Form 20-F (this “Amendment”) to file Exhibit 15.1, relating to the Consent of Independent Registered Public Accounting Firm, which was inadvertently not included in the original Form 20-F filed with the Securities and Exchange Commission on March 22, 2016 (the “Original Form 20-F”), and to update the exhibit index in Item 19.
This Amendment speaks as of the filing date of the Original Form 20-F, does not reflect events that have occurred after the filing date of the Original Form 20-F, and does not amend, modify or update in any way disclosures made in the Original Form 20-F except as set forth in this explanatory note.
ITEM 19. Exhibits.
| Exhibit No. | Description | |
| 1.1 | Form of Amended and Restated Articles of Association of Galmed Pharmaceuticals Ltd. (English Translation) (1) | |
| 2.1 | Specimen share certificate (1) | |
| 4.1 | Registration and Information Rights Agreement, dated December 2013, by and among Galmed Pharmaceuticals Ltd., Shirat HaChaim Ltd., David & Debora Goldfarb, Medgal S.A. and G. Yarom Medical Research Ltd. (2) | |
| 4.2 | Form of Indemnification Agreement (1) | |
| 4.3 | Galmed Pharmaceuticals Ltd. 2013 Incentive Share Option Plan (3) | |
| 4.4 | Agreement, dated September 2002, by and between Galmed International Limited and Aventis Pharm Deutschland GmbH (2) | |
| 4.5 | Personal Employment Agreement, dated December 23, 2013, by and between Galmed Medical Research Ltd. and Allen Baharaff (2) | |
| 4.6 | Personal Employment Agreement, dated December 23, 2013, by and between Galmed Medical Research Ltd. and Maya Halpern (2) | |
| 4.7 | Confirmation & Release Letter, dated December 18, 2011, from Beatrice Gilat, Jacob Gilat, Roni Gilat-Baharaff, Michael Gilat and Allen Baharaff to Galmed Medical Research Ltd. (2) | |
| 4.8 | Equipment Purchase Agreement, dated September 24, 2014, between Itamar Medical Ltd. and Galmed Research and Development Ltd.+ (4) | |
| 4.9 | Development and Manufacturing Services Agreement, dated January 27, 2015, between Galmed Research and Development Ltd. and Perrigo API Ltd (4)+ | |
| 4.10 | Investigator Initiated Clinical Trial Agreement, dated February 8, 2015, between Galmed Research and Development Ltd. and the University of California, San Diego (4)+ | |
| 8.1 | List of subsidiaries of Galmed Pharmaceuticals Ltd. (1) | |
| 11.1 | Code of Business Conduct and Ethics of Galmed Pharmaceuticals Ltd.** | |
| 12.1 | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * | |
| 12.2 | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * | |
| 13.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Exchange Act Rules 13a-14(b) and 15d-14(b) and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** | |
| 15.1 | Consent of Brightman Almagor Zohar & Co. (a Member of Deloitte Touche Tohmatsu Limited)* |
| 101.INS | XBRL Instance Document** | |
| 101.SCH | XBRL Taxonomy Extension Schema Linkbase Document** | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document** | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document** | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document** | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document** |
| (1) | Incorporated herein by reference to Amendment No. 1 to the Registration Statement on Form F-1, filed with the SEC on February 28, 2014. |
| (2) | Incorporated herein by reference to the Registration Statement on Form F-1, filed with the SEC on February 6, 2014. |
| (3) | Incorporated herein by reference to Exhibit A to the Company's Report on Form 6-K filed with the SEC on April 2, 2015. |
| (4) | Incorporated herein by reference to the Company’s Annual Report on Form 20-F filed with the SEC on March 31, 2015. |
| + | Portions of this exhibit were omitted and have been filed separately with the Secretary of the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act. | |
| * | Filed herewith. | |
| ** | Previously filed with the Company’s Annual Report on Form 20-F filed with the SEC on March 22, 2016. |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| GALMED PHARMACEUTICALS LTD. | |||
| By: | /s/ Allen Baharaff | ||
| Allen Baharaff | |||
| President and Chief Executive Officer | |||
| Date: June 23, 2017 | |||
