Amended Statement of Ownership (sc 13g/a)
February 12 2021 - 4:45PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(Rule 13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §
240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO § 240.13d-2
(Amendment
No. 6)*
Galmed
Pharmaceuticals Ltd.
(Name of
Issuer)
Ordinary
shares, NIS 0.01 par value per share
(Title of
Class of Securities)
M47238106
(CUSIP Number)
December
31, 2020
(Date of
Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No.
M47238106
|
SCHEDULE 13G
|
Page
2 of 7 Pages
|
1
|
NAME
OF REPORTING PERSON
G.
Yarom Medical Research Ltd.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Israel
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
|
0
|
6
|
SHARED
VOTING POWER
|
3,416,822
|
7
|
SOLE
DISPOSITIVE POWER
|
0
|
8
|
SHARED
DISPOSITIVE POWER
|
3,416,822
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,416,822
|
10
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.0%
(1)
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
|
|
|
|
|
|
(1)
|
Based on 21,325,975 ordinary shares of the
Issuer issued and outstanding as of December 31, 2020, which amount was provided to the Reporting Person by the Issuer.
|
CUSIP No.
M47238106
|
SCHEDULE 13G
|
Page
3 of 7 Pages
|
1
|
NAME
OF REPORTING PERSON
Allen
Baharaff
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Israel
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
|
863,770
(1)
|
6
|
SHARED
VOTING POWER
|
3,416,822
(2)
|
7
|
SOLE
DISPOSITIVE POWER
|
863,770
(1)
|
8
|
SHARED
DISPOSITIVE POWER
|
3,416,822
(2)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,280,592
(1)(2)
|
10
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.3%
(3)
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
|
|
|
|
|
(1)
|
Includes: (i) 859,770 ordinary shares of the
Issuer issuable upon the exercise of options that are currently exercisable or will be exercisable within 60 days after December
31, 2020 (the “Options”); and (ii) 4,000 ordinary shares of the Issuer held by Mr. Baharaff, which were
purchased in the open market.
|
(2)
|
Includes 3,416,822 ordinary shares of the Issuer
held by G. Yarom Medical Research Ltd. as of December 31, 2020. Mr. Allen Baharaff is the controlling shareholder and chairman
of the board of directors of G. Yarom Medical Research Ltd.
|
(3)
|
Based on 21,325,975 ordinary shares of the
Issuer issued and outstanding as of December 31, 2020, plus the 859,770 ordinary shares of the Issuer issuable upon the exercise
of the Options, which amounts were provided to the Reporting Person by the Issuer.
|
CUSIP No.
M47238106
|
SCHEDULE 13G
|
Page
4 of 7 Pages
|
Item 1(a).
|
Name of Issuer:
|
Galmed
Pharmaceuticals Ltd.
Item 1(b).
|
Address of Issuer’s Principal Executive
Offices:
|
16
Tiomkin St. (4th floor)
Tel
Aviv, Israel 6578317
Item 2(a).
|
Name of Person Filing:
|
This
Schedule 13G is being filed by each of G. Yarom Medical Research Ltd., a company incorporated under the laws of the State of Israel,
and Mr. Allen Baharaff (each, a “Reporting Person” and together, the “Reporting Persons”).
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant
to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1)
of the Securities Exchange Act of 1934, as amended.
Item 2(b).
|
Address of Principal Business Office or,
if None, Residence:
|
The
address of the principal business office of each Reporting Person is 16 Tiomkin St. (4th floor), Tel Aviv, Israel 6578317.
G.
Yarom Medical Research Ltd. is a company incorporated under the laws of the State of Israel.
Mr.
Allen Baharaff is a citizen of the State of Israel.
Item 2(d).
|
Title of Class of Securities:
|
Ordinary
shares, par value NIS 0.01 per share.
M47238106
Item 3.
|
If this statement is filed pursuant to §§
240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
|
Not
applicable.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1:
Mr.
Allen Baharaff is the controlling shareholder of G. Yarom Medical Research Ltd. Because of the foregoing relationship, each Reporting
Person may be deemed to have voting and dispositive power over the reported securities and may also be deemed to be the beneficial
owner of these securities.
CUSIP No.
M47238106
|
SCHEDULE 13G
|
Page
5 of 7 Pages
|
|
(a)
|
Amount beneficially owned: See the responses
to Item 9 on the attached cover pages.
|
|
(b)
|
Percent of class: See the responses to Item
11 on the attached cover pages.
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: See
the responses to Item 5 on the attached cover pages.
|
|
(ii)
|
Shared power to vote or to direct the vote:
See the responses to Item 6 on the attached cover pages.
|
|
(iii)
|
Sole power to dispose or to direct the disposition
of: See the responses to Item 7 on the attached cover pages.
|
|
(iv)
|
Shared power to dispose or to direct the disposition
of: See the responses to Item 8 on the attached cover pages.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If
this Statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following. ¨
Item 6.
|
Ownership of More Than Five Percent on Behalf
of Another Person.
|
Not
applicable.
Item 7.
|
Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
Not
applicable.
Item 8.
|
Identification and Classification of Members
of the Group.
|
Not
applicable.
Item 9.
|
Notice of Dissolution of Group.
|
Not
applicable.
Not
applicable.
CUSIP No.
M47238106
|
SCHEDULE 13G
|
Page
6 of 7 Pages
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 12, 2021
|
G. YAROM MEDICAL RESEARCH LTD.
|
|
|
|
By:
|
/s/ Allen Baharaff
|
|
|
Allen Baharaff
|
|
|
Director
|
|
|
|
|
|
|
Dated: February 12, 2021
|
By:
|
/s/ Allen Baharaff
|
|
|
Allen Baharaff
|
CUSIP No.
M47238106
|
SCHEDULE 13G
|
Page 7 of
7 Pages
|
EXHIBIT
A
JOINT
FILING AGREEMENT
Pursuant
to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing
on their behalf of a single Schedule 13G and any amendments thereto, with respect to the beneficial ownership by each of the undersigned
of the ordinary shares of Galmed Pharmaceuticals Ltd. The undersigned hereby further agree that this Joint Filing Agreement be
included as an exhibit to such statement and any such amendment. The undersigned acknowledge that each shall be responsible for
the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning
him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning
the other. The undersigned hereby further agree that this Joint Filing Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one
and the same instrument.
Dated: February 12, 2021
|
G. YAROM MEDICAL RESEARCH LTD.
|
|
|
|
By:
|
/s/ Allen Baharaff
|
|
|
Allen Baharaff
|
|
|
Director
|
|
|
|
Dated: February 12, 2021
|
By:
|
/s/ Allen Baharaff
|
|
|
Allen Baharaff
|
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