Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
March 26 2021 - 5:12PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
Under
the Securities Exchange Act of 1934
For
the Month of March 2021
001-36345
(Commission
File Number)
GALMED
PHARMACEUTICALS LTD.
(Exact
name of Registrant as specified in its charter)
16
Tiomkin St.
Tel
Aviv 6578317, Israel
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover
Form
20-F or Form 40-F.
Form
20-F [X] Form 40-F [ ]
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation
S-T Rule 101(b)(1): ____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation
S-T Rule 101(b)(7): ____
On
March 26, 2021, Galmed Pharmaceuticals Ltd. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”)
with Cantor Fitzgerald & Co. (“Cantor”) and Canaccord Genuity LLC (“Canaccord,” and together with
Cantor Fitzgerald, the “Sales Agents”), pursuant to which the Company may offer and sell ordinary shares, par value
NIS 0.01 per share, of the Company (the “Ordinary Shares”), having an aggregate offering price of up to $50.0 million
(the “Shares”) from time to time through the Sales Agents (the “Offering”). Any Shares offered and sold
will be issued pursuant to the Company’s shelf registration statement on Form F-3 (Registration No. 333-254766) and
the related base prospectus, which was filed with the Securities and Exchange Commission (the “SEC”) on March 26,
2021, after such registration statement is declared effective by the SEC.
Upon delivery of a placement notice and
subject to the terms and conditions of the Sales Agreement, the Sales Agents may sell the Shares by methods deemed to be an “at
the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The Company
may sell the Shares in amounts and at times to be determined by the Company from time to time subject to the terms and conditions
of the Sales Agreement, but it has no obligation to sell any of the Shares in the Offering.
The
Company or the Sales Agents may suspend or terminate the offering of Shares upon notice to the other party and subject to other
conditions. The Sales Agents will act on a commercially reasonable efforts basis consistent with its normal trading and sales
practices and applicable state and federal law, rules and regulations and the rules of Nasdaq.
The
Company has agreed to pay the Sales Agents a commission rate of up to 3.0% of the aggregate gross proceeds from each sale of Shares
and has agreed to provide the Sales Agents with customary indemnification and contribution rights. The Company has also agreed
to reimburse the Sales Agents for certain specified expenses.
The
foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of
such agreement, a copy of which is furnished herewith as Exhibit 1.1 to this Current Report on Form 6-K and is incorporated herein
by reference.
Meitar |
Law Offices, Israeli counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such
legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
This
Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be
any offer, solicitation, or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
On March 25, 2021, the Company
agreed with Cantor and Stifel, Nicolaus & Company, Incorporated (“Stifel”) to terminate, with immediate
effect, its Amended & Restated Sales Agreement dated May 15, 2020, among the Company, Stifel and Cantor.
This
Report on Form 6-K (including exhibits) is hereby incorporated by reference into the Company’s Registration Statements on
Form S-8 (Registration No. 333-206292 and 333-227441) and the Company’s Registration Statement on Form F-3 (Registration
No. 333-254766).
EXHIBIT
INDEX
(1)
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Incorporated
herein by reference to the Company’s Registration Statement on Form F-3 filed with the SEC on March 26, 2021.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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Galmed
Pharmaceuticals Ltd.
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Date:
March 26, 2021
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By:
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/s/
Allen Baharaff
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Allen
Baharaff
|
|
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President
and Chief Executive Officer
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