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 August 2025
001-36345
(Commission
File Number)
GALMED
PHARMACEUTICALS LTD.
(Exact
name of Registrant as specified in its charter)
c/o
Meitar Law Offices, 16 Abba Hillel Silver Rd.,
Ramat
Gan, 5250608
(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 ☒ Form 40-F ☐
On
August 25, 2025, Galmed Pharmaceuticals Ltd. (the “Company”) issued a press release entitled “Galmed Announces
Digital Asset Management Strategy to Enhance Capital Efficiency and Drive Shareholder Value.” A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
In
addition, on August 25, 2025, the Company entered into a termination agreement of a previously announced binding term sheet that was
entered into with Entomus s.r.o. for an exclusive license to develop and commercialize a Self-Emulsifying Drug
Delivery System (SEDDS) formulation. Following additional due diligence and discussions between the parties, the Company has decided
to modify and de-risk the structure of its participation so that the Company will not lead the project. Instead, a new UK-based company
has been established for the development and commercialization of the SEDDS formulation in which it is contemplated that the Company
will acquire up to 25% of its share capital, subject to execution of definitive documentation and approval of the Company’s board
of directors.
The Company is filing certain updated
risk factors disclosure applicable to its business for the purpose of supplementing and updating disclosures contained in the Company’s
prior public filings including those discussed under the heading “Item 3.D. Risk Factors” in the Company’s Annual Report
on Form 20-F, filed with the Securities and Exchange Commission on April 2, 2025. The supplemental updated risk factors are filed herewith
as Exhibit 99.2 and are incorporated herein by reference.
This Form 6-K, the
first three paragraphs of the press release attached hereto as Exhibit 99.1 and the supplemental risk factors attached hereto as Exhibit
99.2 are incorporated by reference into the Company’s Registration Statements on Form S-8 (Registration Nos. 333-206292,
333-227441
and 333-284163)
and the Company’s Registration Statements on Form F-3 (Registration Nos. 333-272722
and 333-283241).
EXHIBIT
INDEX
Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release, dated August 25, 2025. |
| 99.2 |
|
Supplemental Risk Factors. |
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.
| |
Galmed
Pharmaceuticals Ltd. |
| |
|
|
| Date:
August 25, 2025 |
By: |
/s/
Allen Baharaff |
| |
|
Allen
Baharaff |
| |
|
President
and Chief Executive Officer |
