GLMD Galmed Pharmaceuticals Ltd

 

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 ended December 31, 2016
☐	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 Tiomkin Street, Tel Aviv, Israel 6578317

(Address of principal executive offices)

 

Allen Baharaff

President and Chief Executive Officer

16 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. 12,149,226

 

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 ☒

 

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

 

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 23, 2017 (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)
4.1		Form of Indemnification Agreement (1)
4.2		Galmed Pharmaceuticals Ltd. 2013 Incentive Share Option Plan (4)
4.3		Agreement, dated September 2002, by and between Galmed International Limited and Aventis Pharm Deutschland GmbH (2)
4.4		Personal Employment Agreement, dated December 23, 2013, by and between Galmed Medical Research Ltd. and Allen Baharaff (2)
4.5		Development and Manufacturing Services Agreement, dated January 27, 2015, between Galmed Research and Development Ltd. and Perrigo API Ltd (6)+
4.6		Investigator Initiated Clinical Trial Agreement, dated February 8, 2015, between Galmed Research and Development Ltd. and the University of California, San Diego (6)+
4.7		Compensation Policy of Galmed Pharmaceuticals Ltd. (5)
4.8		Lease, dated March 22, 2015, between Galmed Research and Development Ltd. and Mintz K. Construction Company Ltd.**
4.9		Addendum to Lease, dated February 27, 2017, between Galmed Research and Development Ltd. and Mintz K. Construction Company Ltd.**
4.10		Controlled Equity Offering SM  Sales Agreement, dated May 31, 2016, by and between Galmed Pharmaceuticals Ltd. and Cantor Fitzgerald & Co. (3)
8.1		List of subsidiaries of Galmed Pharmaceuticals Ltd. (1)
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 the Company’s Report on Form 6-K filed with the SEC on June 1, 2016.

 

(4)

Incorporated herein by reference to Exhibit A to the Company's Report on Form 6-K filed with the SEC on April 2, 2015.

 

(5)

Incorporated herein by reference to Exhibit A to the Company's Report on Form 6-K filed with the SEC on November 6, 2014.

 

(6)

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 23, 2017. 

 

 

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