Form S-8 - Securities to be offered to employees in employee benefit plans

 

As filed with the Securities and Exchange Commission on January 7, 2025

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

GALMED PHARMACEUTICALS LTD.

(Exact name of registrant as specified in its charter)

 

Israel		Not Applicable
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

 

Galmed Pharmaceuticals Ltd.

c/o Meitar Law Offices

16 Abba Hillel Silver Rd.

Ramat Gan 5250608 Israel

Tel: (+972) (3) 693-8448

(Address and telephone number of Registrant’s principal executive offices)

 

2013 Incentive Share Option Plan

(Full title of the plan)

 

Puglisi & Associates

850 Library Avenue

Newark, Delaware 19711

[phone]

(Name, address, and telephone number for agent for service)

 

Copies of all communications, including communications sent to agent for service, should be sent to:

 

Gary Emmanuel, Esq. Greenberg Traurig, P.A. One Azrieli Center Round Tower, 30th floor 132 Menachem Begin Rd Tel Aviv 6701101 Tel: [phone]

Mike Rimon, Adv. Elad Ziv, Adv. Meitar | Law Offices 16 Abba Hillel Silver Rd. Ramat Gan 52506, Israel Tel: [phone]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☐
	Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

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EXPLANATORY NOTE

 

Pursuant to General Instruction E of Form S-8, this registration statement on Form S-8 (this “Registration Statement”) registers an additional 333,333 ordinary shares, par value NIS 1.80 of Galmed Pharmaceuticals Ltd. (the “Registrant”), for issuance under the Registrant’s 2013 Incentive Share Option Plan (the “2013 Plan”).

 

The Registrant initially filed a Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) on August 11, 2015 (File No. 206292) (the “Original S-8”). The Registrant then filed an additional Registration Statement on Form S-8 to register an additional number of shares under the Plan (collectively with the Original S-8, the “Prior Registration Statements”) on September 20, 2018 (File No. 333-227441) as amended.

 

Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements related to the Plan are incorporated by reference herein and made a part of this Registration Statement, except as amended hereby.

 

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PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act, and the introductory note to Part I of the Form S-8 instructions. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the Plan, as specified by Rule 428(b)(1) under the Securities Act.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

INCORPORATION OF DOCUMENTS BY REFERENCE.

 

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed by the Registrant with the Commission:

 

(1) The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the Commission on April 4, 2024;

 

(2) The Registrant’s reports of Foreign Private Issuer on Form 6-K furnished to the Commission on May 30, 2024, June 5, 2024, July 11, 2024, July 18,2024, August 27, 2024, August 28, 2024, August 30, 2024, September 16, 2024, September 19, 2024, September 20, 2024, October 15, 2024, October 21,2024, November 14,2024 and November 14,2024;

 

(3) All reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2023; and

 

(4) The description of the Registrant’s Ordinary Shares set forth in Exhibit 2.1 to the Registrant’s Annual Report on Form 20-F, filed with the Commission on April 4, 2024, and any amendment or report filed for the purpose of further updating that description.

 

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, and any Reports of Foreign Private Issuer on Form 6-K subsequently furnished by the Registrant to the Commission during such period (or portions thereof) that are identified in such forms as being incorporated into this Registration Statement, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the respective dates of filing or furnishing (as applicable) of such documents. Any statement contained in this Registration Statement or in a document incorporated by reference shall be deemed modified or superseded to the extent that a statement contained in any subsequently filed or furnished document which also is or is deemed to be incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

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Item 5.

Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 8.

Exhibits.

 

The following exhibits to this Registration Statement on Form S-8 are filed together herewith or incorporated herein by reference.

 

EXHIBIT INDEX

 

Exhibit Number		Exhibit
5.1*		Opinion of Meitar | Law Offices as to the legality of the Registrant’s Ordinary Shares.
23.1*		Consent of Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network, as independent registered public accounting firm of the Registrant.
23.3*		Consent of Meitar | Law Offices (included in Exhibit 5.1).
24.1*		Power of Attorney (included on the signature page of this Registration Statement).
99.1(1)		Galmed Pharmaceuticals Ltd. 2013 Incentive Share Option Plan.
107*		Filing Fee Calculation

 

*	Filed herewith.
(1)	Previously filed with the SEC as Exhibit A to the Company’s Report on Form 6-K furnished to the SEC on April 2, 2015, and incorporated herein by reference.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tel Aviv, Israel on this 7^th day of January, 2025.

 

	GALMED PHARMACEUTICALS LTD.
	By:	/s/ Allen Baharaff
	Name:	Allen Baharaff
	Title:	President and Chief Executive Officer

 

POWER OF ATTORNEY

 

Each person whose signature appears below hereby constitutes and appoints each of Allen Baharaff and Yohai Stenzler, acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this registration statement, whether pre-effective or post-effective and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this registration statement or any amendments or supplements hereto or any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Allen Baharaff		Chief Executive Officer, President, Director		January 7, 2025
Allen Baharaff		(Principal Executive Officer)
/s/ Doron Cohen		Chief Financial Officer		January 7, 2025
Doron Cohen		(Principal Financial Officer)
/s/ Yohai Stenzler		Chief Accounting Officer		January 7, 2025
Yohai Stenzler		(Principal Accounting Officer)
/s/ David Sidransky, M.D.		Director		January 7, 2025
David Sidransky, M.D.
/s/ Shmuel Nir		Director		January 7, 2025
Shmuel Nir
/s/ Amir Poshinski		Director		January 7, 2025
Amir Poshinski
/s/ Carol L. Brosgart, M.D.		Director		January 7, 2025
Carol L. Brosgart, M.D

 

AUTHORIZED REPRESENTATIVE

 

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Galmed Pharmaceuticals Ltd. has signed this registration statement in the city of Newark, the State of Delaware, on January 7, 2025.

 

	Puglisi & Associates
	By:	/s/ Donald J. Puglisi
	Name:	Donald J. Puglisi
	Title:	Authorized Representative

 

 

 

Exhibit 5.1

 

 

January 7, 2025

 

Galmed Pharmaceuticals Ltd.

16 Abba Hillel Road

Ramat Gan,

5250608

Israel

 

RE: Registration on Form S-8

 

Ladies and Gentlemen:

 

We have acted as Israeli counsel to Galmed Pharmaceuticals Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with its filing of a registration statement on Form S-8 on January 7, 2025, (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of additional 333,333 of the Company’s ordinary shares, par value NIS 1.80 (the “Shares”), which may be issued under the Company’s 2013 Incentive Share Option Plan (the “Plan”).

 

In our capacity as counsel to the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Company’s (i) Amended and Restated Articles of Association (the “Articles”, (ii) the Plan, (iii) resolutions of the Company’s board of directors (the “Board”) and (iv) other statements of corporate officers and other representatives of the Company and other documents provided to us by the Company as we have deemed necessary or appropriate as a basis for this opinion.

 

In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity with the original documents of all documents submitted to us as copies, confirmed as photostatic copies and the authenticity of the originals of such latter documents.

 

We have also assumed the truth of all facts communicated to us by the Company and that all consents, minutes and protocols of meetings of the Board and shareholders, which have been provided to us, are true and accurate and prepared in accordance with the Articles and all applicable laws. In addition, we have assumed that the Company will receive the full consideration for the Ordinary Shares (which may consist, in part or in full, of services performed for the Company). We are admitted to practice law in the State of Israel and the opinion expressed herein is expressly limited to the laws of the State of Israel.

 

On the basis of the foregoing, we are of the opinion that the Ordinary Shares being registered pursuant to the Registration Statement, when issued and paid for in accordance with the Plan, pursuant to agreements with respect to the Plan and, as the case may be, pursuant to the terms of the awards that may be granted under the Plan, will be validly issued, fully paid and non-assessable.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this opinion and such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K promulgated under the Securities Act.

 

This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.

 

	Very truly yours,
	/s/ Meitar | Law Offices
	Meitar | Law Offices

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 4, 2024, relating to the financial statements of Galmed Pharmaceuticals Ltd. (“the Company”), appearing in the Company’s Annual Report on Form 20-F for the year ended December 31, 2023.

 

/s/ Brightman Almagor Zohar & Co.

Brightman Almagor Zohar & Co.

Certified Public Accountants

A Firm in the Deloitte Global Network

Tel-Aviv, Israel

January 7, 2025

 

 

 

 

Exhibit 107

 

CALCULATION OF FEE TABLE

 

FORM S-8

(Form Type)

 

GALMED PHARMACEUTICALS LTD.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered(1)				Proposed Maximum Offering Price Per Unit(2)				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		Ordinary Share, par value NIS 1.80 per share		457(c) and 457(h)			333,333			$	3.28				1,091,665.58				0.00015310			$	167.13
Total Offering Amounts															1,091,665.58							$	167.13
Total Fee Offsets																							N/A
Net Fee Due																						$	167.13

 

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional Ordinary Shares, which become issuable under the 2013 Incentive Share Option Plan of Galmed Pharmaceuticals Ltd. (the “Company” or the “Registrant”), by reason of any share dividend, share split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding Ordinary Shares of the Company.

 

(2) Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, solely for the purpose of computing the registration fee, based on the average of the high and low prices reported for an Ordinary Share on the Nasdaq Global Select Market on January 6, 2025.

 

 

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