Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 12 2024 - 3:15PM
Edgar (US Regulatory)
UNITED
STATES
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. 9)*
Galmed
Pharmaceuticals Ltd.
(Name
of Issuer)
Ordinary
shares, NIS 0.15 par value per share
(Title
of Class of Securities)
M47238122
(CUSIP
Number)
December
31, 2023
(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. M47238122 |
SCHEDULE
13G |
Page
2 of 6 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 |
227,790
(1)
|
| 7 |
SOLE
DISPOSITIVE POWER |
0
|
8
|
SHARED
DISPOSITIVE POWER |
227,790
(1) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
227,790
(1)
|
| 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)
4.5%
(2)
|
| 12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
| (1) |
The number of ordinary shares beneficially owned by
the Reporting Person reflects the one-for-fifteen reverse share split of the Issuer’s Ordinary Shares, made effective May 15,
2023. |
| |
|
| (2) |
Based
on 5,045,234 ordinary shares of the Issuer issued and outstanding as of December 31, 2023, which amount was provided to the Reporting
Person by the Issuer. |
| CUSIP
No. M47238122 |
SCHEDULE
13G |
Page
3 of 6 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 |
89,714
(1)(2)
|
| 6 |
SHARED
VOTING POWER |
227,790
(3)
|
| 7 |
SOLE
DISPOSITIVE POWER |
89,714
(1)(2)
|
8
|
SHARED
DISPOSITIVE POWER |
227,790
(3) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
317,504
(1)(2)(3)
|
| 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)
6.2%
(4)
|
| 12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
| (1) |
Includes
89,714 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, 2023 (the “Options”). |
| |
|
| (2) |
The number of ordinary shares beneficially owned by
the Reporting Person reflects the one-for-fifteen reverse share split of the Issuer’s Ordinary Shares, made effective May 15,
2023. |
| (3) |
Includes
227,790 ordinary shares of the Issuer held by G. Yarom Medical Research Ltd. as of December 31, 2023. Mr. Allen Baharaff is the controlling
shareholder and chairman of the board of directors of G. Yarom Medical Research Ltd. |
| (4) |
Based
on 5,045,234 ordinary shares of the Issuer issued and outstanding as of December 31, 2023, plus the 89,714 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. M47238122 |
SCHEDULE
13G |
Page
4 of 6 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 0.15 per share.
M47238122
| 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.
| CUSIP
No. M47238122 |
SCHEDULE
13G |
Page
5 of 6 Pages |
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.
| |
(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. M47238122 |
SCHEDULE
13G |
Page
6 of 6 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, 2024 |
G.
YAROM MEDICAL RESEARCH LTD. |
| |
|
| |
By: |
/s/
Allen Baharaff |
| |
|
Allen
Baharaff |
| |
|
Director |
| |
|
|
| Dated:
February 12, 2024 |
By: |
/s/
Allen Baharaff |
| |
|
Allen
Baharaff |
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