Prospectus Filed Pursuant to Rule 424(b)(5) (424b5)
July 01 2022 - 04:31PM
Edgar (US Regulatory)
PROSPECTUS
SUPPLEMENT |
Filed
Pursuant to Rule 424(b)(5) |
(To
Prospectus dated April 1, 2021) |
Registration
No. 333-254766
|

Up to
$8,700,000
Ordinary
Shares
This
prospectus supplement amends and supplements the information in the
prospectus, dated April 1, 2021, filed with the Securities and
Exchange Commission as a part of our registration statement on Form
F-3 (File No. 333-254766), or the Prior Prospectus, relating to the
offer and sale of up to $50,000,000 of our ordinary shares, par
value NIS 0.01 per share, pursuant to the Sales Agreement, or the
Sales Agreement, we previously entered into with Cantor Fitzgerald
& Co., or Cantor, and Canaccord Genuity LLC, or Canaccord
Genuity. This prospectus supplement should be read in conjunction
with the Prior Prospectus, and is qualified by reference thereto,
except to the extent that the information herein amends or
supersedes the information contained in the Prior Prospectus. This
prospectus supplement is not complete without, and may only be
delivered or utilized in connection with, the Prior Prospectus and
any future amendments or supplements thereto.
To
date, we have not sold any ordinary shares in accordance with the
Sales Agreement under the Prior Prospectus. We are filing this
prospectus supplement to amend the Prior Prospectus because we are
now subject to General Instruction I.B.5 of Form F-3, which limits
the amounts that we may sell under the registration statement of
which this prospectus supplement and the Prior Prospectus are a
part. After giving effect to these limitations and the current
public float of our ordinary shares, and after giving effect to the
terms of the Sales Agreement, we currently may offer and sell our
ordinary shares having an aggregate offering price of up to
$8,783,961 under the Sales Agreement. If our public float increases
such that we may sell additional amounts under the Sales Agreement
and the registration statement of which this prospectus supplement
and the Prior Prospectus are a part, we will file another
prospectus supplement prior to making additional sales.
Our
ordinary shares are listed on the Nasdaq Capital Market under the
symbol “GLMD.” On June 29, 2022, the closing price of our ordinary
shares on the Nasdaq Capital Market was $0.65 per share.
The
aggregate market value of our ordinary shares held by
non-affiliates as of June 29, 2022 pursuant to General Instruction
I.B.5 of Form F-3 is $26,351,883, which was calculated based on
21,599,904 of our ordinary shares outstanding held by
non-affiliates and at a price of $1.22 per share, the closing price
of our ordinary shares on May 2, 2022. As of the date hereof, we
have not offered or sold any securities pursuant to General
Instruction I.B.5 of Form F-3 during the prior 12 calendar month
period that ends on and includes the date hereof. As a result of
the limitations of General Instruction I.B.5 of Form F-3, and in
accordance with the terms of the Sales Agreement, we are
registering the offer and sale of our ordinary shares having an
aggregate offering price of up to $8,700,000 from time to time
through Cantor and Canaccord Genuity.
Investing
in our securities involves risks. See “Risk Factors” on page S-4 of
the Prior Prospectus and in the documents incorporated by reference
into the Prior Prospectus and in our most recent Annual Report on
Form 20-F, and any amendments thereto, which are incorporated by
reference into the Prior Prospectus, and under similar headings in
the other documents that are filed after the date hereof and
incorporated by reference into this prospectus supplement and the
Prior Prospectus for a discussion of the factors you should
carefully consider before deciding to purchase our common
stock.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of the Prior Prospectus, this
prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal
offense.
The
date of this prospectus supplement is July 1, 2022.
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