Post-effective Amendment Filed Solely to Add Exhibits to a Registration Statement (pos Ex)
August 04 2017 - 9:19AM
Edgar (US Regulatory)
As filed with
the Securities and Exchange Commission on August 4, 2017
Registration No.
333-203133
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Post-Effective Amendment No. 1 to
FORM F-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
GALMED PHARMACEUTICALS
LTD.
(Exact name
of Registrant as specified in its charter)
N/A
(Translation of
Registrant's name into English)
State of Israel
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Not Applicable
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(
State or other jurisdiction of incorporation or
organization
)
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(
I.R.S. Employer Identification No.
)
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Galmed Pharmaceuticals Ltd.
16 Ze’ev Tiomkin Street
Tel Aviv, Israel 6578317
Tel: +972.3.693.8448
(Address and
telephone number of Registrant’s principal executive offices)
Puglisi &
Associates
850 Library Avenue, Suite 204
Newark, DE 19715
(302) 738-6680
(Name, address,
including zip code, and telephone number, including area code, of agent for service)
Copies to:
Gary Emmanuel, Esq.
McDermott Will & Emery LLP
340 Madison Avenue
New York, NY 10173
(212) 547-5400
Approximate
date of commencement of proposed sale to the public
: From time to time after the effective date of this Registration Statement.
If
only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box.
¨
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box.
x
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering.
¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If
this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box.
¨
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth
company
x
If an emerging growth company that prepares
its financial statements in accordance with U.S. GAAP, 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.
x
Explanatory Note
Galmed Pharmaceuticals Ltd. (the “Company”)
is filing this Post-Effective Amendment No. 1 to the Company’s Registration Statement on Form F-3 (this “Amendment”)
pursuant to Rule 462(d) under the Securities Act of 1933, as amended, (the “Securities Act”) solely to file, as Exhibit
99.1, the Signature of the Authorized Representative in the United States, which was inadvertently not included in the original
Form F-3 filed with the Securities and Exchange Commission (the “Commission”) on March 31, 2015 (Registration No. 333-203133)
(the “Original Form F-3”). This Amendment shall become effective upon filing with the Commission in accordance
with Rule 462(d) under the Securities Act.
This Amendment speaks
as of the filing date of the Original Form F-3, does not reflect events that have occurred after the filing date of the Original
Form F-3, and does not amend, modify or update in any way disclosures made in the Original Form F-3 except as set forth in this
explanatory note.
Exhibit Index
Exhibit No.
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Description
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99.1
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Signature of the Authorized Representative in the United States
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SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tel Aviv, State of Israel on this 4th day of August, 2017.
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GALMED
PHARMACEUTICALS LTD.
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By:
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/s/ Allen Baharaff
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Name: Allen Baharaff
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Title: President and Chief Executive Officer
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In accordance with
the requirements of the Securities Act of 1933, this Registration Statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated:
SIGNATURE
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TITLE
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DATE
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*
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Chairman of the Board, Class III Director;
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August 4, 2017
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Chaim Hurvitz
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Chairperson of the R&D Committee
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/s/ Allen Baharaff
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President and Chief Executive Officer, Class II
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August 4, 2017
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Allen Baharaff
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Director (Principal Executive Officer)
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/s/ Yohai Stenzler
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Chief Financial Officer
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August 4, 2017
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Yohai Stenzler
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(Principal Financial and Accounting Officer)
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*
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Class III Director
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August 4, 2017
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William Marth
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*
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Director; External Director; Chairperson of the Audit
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August 4, 2017
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Tali Yaron-Eldar
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Committee; Chairperson of the Remuneration
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Committee
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*
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August 4, 2017
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David Sidransky, M.D.
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Director; External Director
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* By:
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/s/ Allen Baharaff,
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Allen Baharaff, Attorney-in-Fact
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