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  4. [6-K] Galmed Pharmaceuticals Ltd. Current Report (Foreign Issuer)

Galmed posts $4.7M loss, flags Nasdaq delisting risk

GLMD widened losses while acquiring Colospan, drawing down cash and flagging both future capital needs and potential Nasdaq listing pressure around a new market value test.

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Filing Sentiment

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Form Type
6-K

Rhea-AI Filing Summary

Galmed Pharmaceuticals Ltd. (GLMD) reports unaudited results for the three and six months ended June 30, 2026 and details the completed acquisition of Colospan Ltd., a colorectal surgical device company. The Colospan deal totaled $4.9 million in consideration, including $3.3 million in cash and $1.6 million of contingent consideration, plus potential earnouts of up to $2.0 million tied to future net sales.

Galmed recorded a net loss of $2.7 million for the quarter and $4.7 million for the first half of 2026, with research and development expenses up about 82% year over year to $3.1 million for the six‑month period. Cash, short-term deposits, restricted cash and marketable debt securities totaled about $11.4 million as of June 30, 2026, down from roughly $18.3 million at December 31, 2025, mainly due to operating cash burn and the cash component of the Colospan acquisition.

Management believes the current cash position supports operations for more than 12 months from issuance of these statements but states that substantial additional capital will be needed to advance Aramchol, Amilo‑5MER and Colospan’s programs. The company also discloses a 1‑for‑8 reverse share split effective August 20, 2026 and highlights potential Nasdaq delisting risk tied to a proposed $5.0 million Market Value of Listed Securities requirement, noting its MVLS was about $4.2 million on September 1, 2026.

Positive

  • Completed Colospan acquisition adds a commercial-stage colorectal surgical device platform, with $4.9 million in total consideration including technology intangibles valued at $4.6 million and recorded goodwill of $1.8 million.
  • R&D investment increased sharply, with research and development expenses up about 82% year over year to $3.1 million for the first half of 2026, reflecting expanded clinical and pre-clinical activity.
  • Management states that combined $11.4 million of cash, deposits, restricted cash and marketable debt securities as of June 30, 2026 is expected to fund operations as currently conducted for more than 12 months from issuance.

Negative

  • Net loss widened to $4.7 million for the first half of 2026 from $3.6 million a year earlier, driven mainly by higher research and development spending.
  • Liquidity declined, with cash, deposits, restricted cash and marketable debt securities falling from about $18.3 million at December 31, 2025 to roughly $11.4 million at June 30, 2026.
  • The company discloses it will need substantial additional capital to progress Aramchol, Amilo‑5MER and Colospan’s programs, and notes this may raise substantial doubt about its ability to continue as a going concern if funding is not obtained.
  • A new Nasdaq $5.0 million Market Value of Listed Securities test, if implemented, could trigger suspension and delisting; Galmed reports MVLS of about $4.2 million on September 1, 2026, below the contemplated threshold.
Net loss, six months ended June 30, 2026 $4.7 million Compared with $3.6 million for the six months ended June 30, 2025
Research and development expenses, six months $3.1 million Six months ended June 30, 2026; up from $1.7 million in 2025
Liquidity balances $11.4 million Cash, short-term deposits, restricted cash and marketable debt securities as of June 30, 2026
Working capital $8.9 million Current assets minus current liabilities as of June 30, 2026
Colospan acquisition consideration $4.9 million Aggregate fair value of consideration, including $3.3 million cash and $1.6 million contingent consideration
Identified technology intangibles from Colospan $4.6 million Finite-lived technology asset with 7-year useful life
Market Value of Listed Securities $4.2 million Approximate MVLS as of September 1, 2026 versus contemplated $5.0 million Nasdaq threshold
Cash used in operating activities $4.7 million Net cash used in operating activities for the six months ended June 30, 2026
Standby Equity Purchase Agreement financial
"On August 30, 2024, the Company entered into a Standby Equity Purchase Agreement"
A standby equity purchase agreement is a contract in which an investor or group agrees to buy a company’s newly issued shares on demand, giving the company a ready source of cash it can tap when needed. Think of it like a line of credit made with stock instead of a loan: it provides financial backup but can increase the number of shares outstanding, diluting existing owners and affecting per‑share value, so investors watch these deals for their impact on ownership and earnings per share.
Capital on Demand Sales Agreement financial
"On November 14, 2024, the Company entered into a Capital on Demand Sales Agreement"
Net Revenue Sales financial
"The earnout payments will begin accruing on “Net Revenue Sales”, as that term is defined"
Market Value of Listed Securities regulatory
"Nasdaq has established a new requirement to maintain a minimum Market Value of Listed Securities"
Market value of listed securities is the market value of the shares a company has listed on an exchange, calculated as the closing bid price multiplied by the number of listed shares. Exchanges use it as a continued-listing standard, so a company that stays under the required minimum receives a deficiency notice and is given a set period to recover before facing delisting.
going concern financial
"This may raise substantial doubts about our ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
Business Combinations (ASC 805) regulatory
"Business combinations are accounted for using the acquisition method of accounting in accordance with ASC 805"
Split Ratio 1-for-8 reverse split
Effective Date August 20, 2026

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How did GLMD perform financially for the six months ended June 30, 2026?
GLMD reported a net loss of about $4.7 million for the first half of 2026, compared with $3.6 million in the prior-year period, as total operating expenses rose to $4.8 million from $3.4 million.

What is the status of Galmed Pharmaceuticals (GLMD) cash and liquidity as of June 30, 2026?
As of June 30, 2026, GLMD held about $2.9 million in cash and cash equivalents, $2.5 million in short-term deposits, $0.2 million in restricted cash and $5.9 million in marketable debt securities, totaling approximately $11.4 million in liquid and investment balances.

What are the key terms of GLMD’s acquisition of Colospan Ltd.?
GLMD paid Colospan shareholders and certain SAFE investors $3.3 million in cash plus contingent consideration initially valued at about $1.6 million, with additional earnout payments up to $2.0 million based on future net revenue sales and specified triggering events.

How much is Galmed Pharmaceuticals (GLMD) spending on research and development?
For the six months ended June 30, 2026, GLMD’s research and development expenses were approximately $3.1 million, up from about $1.7 million in the same period of 2025, mainly due to higher clinical trial and pre-clinical expenses.

What capital-raising arrangements does GLMD have in place?
GLMD has a $20.0 million Standby Equity Purchase Agreement with YA II PN, LTD., under which it issued 170,135 shares for about $1.3 million in the first half of 2026, and a Capital on Demand Sales Agreement that previously raised $8.1 million in gross proceeds.

What reverse share split did Galmed Pharmaceuticals (GLMD) implement in 2026?
On August 20, 2026, GLMD effected a 1‑for‑8 reverse share split, consolidating each eight ordinary shares of NIS 1.80 par value into one ordinary share of NIS 14.40 par value, with all share and per-share data retroactively adjusted.

Why does GLMD highlight a Nasdaq Market Value of Listed Securities risk?
GLMD notes a new Nasdaq rule contemplating a $5.0 million minimum Market Value of Listed Securities; with its MVLS about $4.2 million on September 1, 2026, it warns that, if implemented, the rule could lead to suspension and delisting if it cannot meet the threshold.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 September 2026

 

001-36345

(Commission File Number)

 

GALMED PHARMACEUTICALS LTD.

 

(Exact name of Registrant as specified in its charter)

 

16 Abba Hillel Road, Ramat Gan, Israel 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 ☐

 

 

 

 

 

 

This Form 6-K contains the quarterly report of Galmed Pharmaceuticals Ltd. (the “Company”), which includes the Company’s unaudited interim condensed consolidated financial statements for the three and six months ended June 30, 2026, together with related information and certain other information. The Company is not subject to the requirements to file quarterly or certain other reports under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended. The Company does not undertake to file or cause to be filed any such reports in the future, except to the extent required by law.

 

This Form 6-K is incorporated by reference into the Company’s Registration Statement on Form S-8 (Registration Nos. 333-206292, 333-227441, 333-284163 and 333-290399) and the Company’s Registration Statements on Form F-3 (Registration Nos. 333-272722 and 333-283241).

 

 

 

 

FINANCIAL INFORMATION

 

Financial Statements

 

GALMED PHARMACEUTICALS LTD.

Unaudited Interim Condensed Consolidated Balance Sheets

 

U.S. Dollars in thousands, except share data and per share data

 

   As of   As of 
   June 30,   December 31, 
   2026   2025 
Assets          
           
Current assets          
Cash and cash equivalents  $2,885   $3,985 
Restricted cash   159    124 
Marketable debt securities   5,881    7,025 
Short-term deposits   2,465    7,146 
Other receivables   323    347 
Total current assets   11,713    18,627 
           
Property and equipment, net
   48    - 
Other intangible assets, net   4,642    - 
Goodwill   1,764    - 
Operating lease right of use asset   116    - 
Total non-current assets   6,570    - 
           
Total assets   18,283    18,627 
           
Liabilities and stockholders’ equity          
           
Current liabilities          
Trade payables  $ 1,897   $2,003 
Other payables   834    842 
Operating lease liabilities   83    - 
Total current liabilities   2,814    2,845 
           
Non-current liabilities          
Contingent Consideration   1,617    - 
Deferred tax liability   1,068    - 
Operating lease liabilities, net of current portion
   46    - 
Total non-current liabilities   2,731    - 
           
Stockholders’ equity          
Ordinary shares par value NIS 14.4 per share; Authorized 112,500,000; Issued and outstanding: 1,001,394 shares as of June 30, 2026 and 822,674 shares as of December 31, 2025 (*)   4,265    3,408 
Additional paid-in capital   224,215    223,455 
Accumulated other comprehensive loss   (331)   (303)
Accumulated deficit   (215,411)   (210,778)
Total stockholders’ equity   12,738    15,782 
           
Total liabilities and stockholders’ equity   18,283    18,627 

 

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

 

(*)Retroactively adjusted (See Note 3.1)

 

 

 

 

GALMED PHARMACEUTICALS LTD.

Unaudited Interim Condensed Consolidated Statements of Operations

 

U.S. Dollars in thousands, except share data and per share data

 

   2026   2025   2026   2025 
   Three months ended June 30,   Six months ended June 30, 
   2026   2025   2026   2025 
Research and development expenses   1,782    1,058    3,142    1,692 
                     
General and administrative expenses   993    1,051    1,677    1,681 
                     
Total operating expenses   2,775    2,109    4,819    3,373 
                     
Financial income, net   (154)   (152)   (288)   (332)
Financial expenses related to SEPA   102    12    102    32 
Impairment of Associate   -    526    -    526 
                     
Net loss  $2,723   $2,495    4,633   $3,599 
                     
Basic and diluted net loss per share (*)  $2.86   $5.06   $5.21   $10.04 
                     
Weighted-average number of shares outstanding used in computing basic and diluted net loss per share (*)   952,168    493,524    888,762    358,325 

 

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

 

(*)Retroactively adjusted (See Note 3.1)

 

 

 

 

GALMED PHARMACEUTICALS LTD.

Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss

 

U.S. Dollars in thousands

 

   2026   2025   2026   2025 
   Three months ended June 30,   Six months ended June 30, 
   2026   2025   2026   2025 
Net loss  $2,723   $2,495   $4,633   $3,599 
                     
Other comprehensive loss:                    
Net unrealized loss (gain) on available for sale securities   (52)   6    28    (13)
                     
Comprehensive loss  $2,671   $2,501   $4,661   $3,586 

 

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

 

 

 

 

GALMED PHARMACEUTICALS LTD.

Unaudited Interim Consolidated Statements of Changes in Stockholders’ Equity

 

U.S. Dollars in thousands, except share data and per share data

 

   Shares (*)   Amount   capital   loss   Deficit   Total 
              Accumulated         
   Ordinary shares  

Additional

paid-in

   other Comprehensive   Accumulated     
   Shares (*)   Amount   capital   loss   Deficit   Total 
Balance - December 31, 2025       822,674    3,408    223,455    (303)   (210,778)   15,782 
Stock based compensation   -    -    156    -    -    156 
Exercise of RSU’   2,283    10    (10)   -    -    - 
Unrealized loss from marketable debt securities   -    -    -    (80)   -    (80)
Net loss   -    -    -    -    (1,910)   (1,910)
Balance - March 31, 2026   824,957    3,418    223,523    (383)   (212,688)   13,948 
                               
Stock based compensation   -    -    156    -    -    156 
Issuance of ordinary shares in relation to SEPA (**)   170,135    817    488    -    -    1,305 
Exercise of RSU’   6,302    30    (30)   -    -    - 
Unrealized gain from marketable debt securities   -    -    -    52    -    52 
Net loss   -    -    -    -    (2,723)   (2,723)
Balance - June 30, 2026   1,001,394    4,265    224,215    (331)   (215,411)   12,738 

 

               Accumulated         
           Additional   other         
   Ordinary shares   paid-in   Comprehensive   Accumulated     
   Shares (*)   Amount   capital   loss   Deficit   Total 
Balance - December 31, 2024       208,111    742    216,470    (416)   (200,469)   16,327 
Stock based compensation   -    -    101    -    -    101 
Exercise of RSU’   2,283    9    (9)   -    -    - 
Issuance of ordinary shares in relation to SEPA (**)   3,125    12    67    -    -    79 
Issuance of SEPA commitment shares (**)   987    4    12    -    -    16 
Issuance of ordinary shares in relation to ATM (***)   67,750    262    1,177    -    -    1,439 
Unrealized gain from marketable debt securities   -    -    -    19    -    19 
Net loss   -    -    -    -    (1,104)   (1,104)
Balance - March 31, 2025   282,255    1,029    217,818    (397)   (201,573)    16,877 
                               
Stock based compensation   -    -    100    -    -    100 
Issuance of SEPA commitment shares (**)   986    4    8    -    -    12 
Issuance of ordinary shares in relation to ATM (***)   379,641    1,657    4,378    -    -    6,035 
Unrealized loss from marketable debt securities   -    -    -    (6)   -    (6)
Net loss   -    -    -    -    (2,495)   (2,495)
Balance - June 30, 2025   662,882    2,690    222,304    (403)   (204,068)   20,523 

 

(*)Retroactively adjusted (See Note 3.1)
(**)See Note 3.2
(***)See Note 3.3

 

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

 

 

 

 

GALMED PHARMACEUTICALS LTD.

Unaudited Interim Condensed Consolidated Statements of Cash Flows

 

U.S. Dollars in thousands

 

   2026    2025 
   Six months ended June 30, 
   2026    2025 
Cash flow from operating activities          
           
Net loss   (4,633)  $(3,599)
           
Adjustments required to reconcile net loss to net cash used in operating activities          
Stock-based compensation expense   312    201 
Amortization of discount (premium) on marketable debt securities   (2)   16 
Financial expenses related to SEPA   102    32 
Impairment of Associate   

-		    526 
Interest income and translation differences from short-term deposits   81    (70)
Interest income from loan to associate   -    (10)
Loss (gain) from realization of marketable debt securities   140    (19)
Finance expenses   -    1 
Changes in operating assets and liabilities:          
Decrease in other accounts receivable   107    239 
Increase (decrease) in trade payables   (114)   61 
Increase (decrease) in other accounts payable   (656)   187 
Net cash used in operating activities   (4,663)   (2,435)
           
Cash flow from investing activities          
Purchase of available for sale securities   (1,567)   (1,686)
Withdrawal from (investment in) short term deposits   4,600    (3,900)
Acquisition of business, net of cash acquired (***)   (3,183)   - 
Sale of available-for-sale securities   2,545    786 
Net cash provided by (used in) investing activities   2,395    (4,800)
           
Cash flow from financing activities          
Issuance of ordinary shares in relation to ATM (**)   -    7,474 
Issuance of ordinary shares in relation to SEPA (*)   1,203    75 
Net cash provided by financing activities   1,203    7,549 
           
Increase (decrease) in cash and cash equivalents and restricted cash   (1,065)   314 
Cash and cash equivalents and restricted cash at the beginning of the period   4,109    4,773 
Cash and cash equivalents and restricted cash at the end of the period  $ 3,044   $5,087 
           
Supplemental disclosure of cash flow information:          
           
Cash received from interest  $600   $376 

 

(*)See Note 3.2
(**)See Note 3.3
(***)See Note 4

 

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

 

 

 

 

GALMED PHARMACEUTICALS LTD.

Notes to Interim Condensed Consolidated Financial Statements

 

 

Note 1 - Basis of presentation

 

Galmed Pharmaceuticals Ltd. (the “Company”) was incorporated in Israel on July 31, 2013 and commenced operations on February 2, 2014.

 

The Company holds three wholly-owned subsidiaries, Galmed International Ltd., which is incorporated in Malta, and Galmed Research and Development Ltd. (“GRD”) and Galtopa Therapeutics Ltd., both of which are incorporated in Israel. In July 2023, GRD established a new wholly-owned subsidiary incorporated under the laws of England and Wales called Galmed Therapeutics UK Limited.

 

The Company is a biopharmaceutical company focused on the development of Aramchol. The Company has focused almost exclusively on developing Aramchol for the treatment of liver disease and is currently developing Aramchol for primary sclerosing cholangitis and exploring the feasibility of developing Aramchol for other fibro-inflammatory indications outside of liver disease. The Company is also collaborating with the Hebrew University in the development of Amilo-5MER. The Company has an operating history limited to pre-clinical and clinical drug development.

 

On June 8, 2026, the Company entered into a Share Purchase Agreement (the “SPA”) with Colospan Ltd. (“Colospan”), the shareholders of Colospan that are parties thereto, who hold more than 92% of the voting power of the outstanding share capital of Colospan, and Boaz Assaf, solely in his capacity as the representative of the shareholders of Colospan, pursuant to which, subject to the terms and conditions of the SPA, the Company purchased all of the issued and outstanding share capital of Colospan. On June 22, 2026, the Company entered into an amended share purchase agreement (the “Amended SPA”) with Colospan, 100% of the shareholders of Colospan, and Boaz Assaf, solely in his capacity as the representative of the shareholders of Colospan. Consummation of the acquisition occurred on June 22, 2026 (the “Acquisition”), which resulted in Colospan becoming a wholly-owned subsidiary of the Company. For additional information, See Note 4.

 

The Company has funded its research and development programs and operations to date primarily through proceeds from private placements and public offerings. The Company currently has no products approved for marketing and has not generated any revenue from product sales to date. As of June 30, 2026, the Company had cash and cash equivalents of $2.9 million, restricted cash of $0.2 million, short-term deposits of $2.5 million and marketable debt securities of $5.9 million.

 

The Company has incurred operating losses in each year since inception. The Company’s loss attributable to holders of its ordinary shares for the six months ended June 30, 2026 and 2025 was approximately $4.7 million and $3.6 million, respectively. As of June 30, 2026, the Company had an accumulated deficit of $215.4 million. Substantially all of its operating losses resulted from costs incurred in connection with the Company’s development program and from general and administrative costs associated with its operations.

 

The Company will need to raise substantial, additional capital to fund its operations and to develop Aramchol and Amilo-5MER for, and beyond its current development stage and any future commercialization, as well as any additional indications.

 

Based on the Company’s current operating plan, the Company’s management currently estimates that its cash position will support its current operations as currently conducted for more than 12 months from the date of issuance of these financial statements.

 

These unaudited interim condensed consolidated financial statements have been prepared as of June 30, 2026 and for the three and six month periods then ended. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and the accompanying notes of the Company for the year ended December 31, 2025 that are included in the Company’s Annual Report on Form 20-F, filed with the Securities and Exchange Commission on March 31, 2026 (the “Annual Report on Form 20-F”). The results of operations presented are not necessarily indicative of the results to be expected for the year ending December 31, 2026.

 

 

 

 

Note 2 - Summary of significant accounting policies

 

Except as described below, the significant accounting policies that have been applied in the preparation of the unaudited condensed consolidated interim financial statements are identical to those that were applied in preparation of the Company’s most recent annual financial statements in connection with its Annual Report on Form 20-F:

 

A.Business Combinations

 

Business combinations are accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). The consideration transferred in a business combination is measured at fair value as of the acquisition date and allocated to the identifiable assets acquired and liabilities assumed based on their respective estimated fair values as of the acquisition date. The excess of the consideration transferred over the estimated fair value of the identifiable net assets acquired is recorded as goodwill.

 

The fair values of assets acquired and liabilities assumed are determined based on assumptions that market participants would use in pricing the assets or liabilities. Determining the fair value of certain assets acquired and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates, growth rates and asset lives.

Transaction costs incurred to effect a business combination are expensed as incurred and are included as a component of general and administrative expenses in the consolidated statements of operations.

 

B.Goodwill

 

Goodwill represents the excess of the consideration transferred over the estimated fair value of the identifiable assets acquired and liabilities assumed in a business combination. The Company evaluates goodwill for impairment annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

 

The Company may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or elects to bypass the qualitative assessment, the Company performs a quantitative impairment test.

 

As of June 30, 2026, no impairment charges were recorded.

 

C.Intangible Assets

 

The Company’s intangible assets are finite-lived and consist primarily of acquired technology, which is amortized on a straight-line basis over its estimated useful life of seven years. Determining the fair value of acquired intangible assets requires management’s judgment and may involve the use of third-party valuation specialists and significant estimates and assumptions, including the timing and amounts of future cash flows, discount rates and asset lives. The judgments made in determining the estimated fair values of acquired intangible assets and their estimated useful lives could significantly impact the Company’s condensed consolidated financial statements in periods following an acquisition, including through amortization expense.

 

The Company evaluates its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

 

D.Leases

 

At lease commencement, a right-of-use asset and a lease liability are recognized for all leases with an initial term in excess of 12 months based on the initial present value of the fixed lease payments over the lease term. The lease right-of-use asset also reflects the present value of any initial direct costs, prepaid lease payments and lease incentives. The Company’s leases do not provide a readily determinable implicit discount rate. Therefore, management estimates the Company’s incremental borrowing rate used to discount the lease payments based on the information available at lease commencement. The Company includes the term covered by an option to extend a lease when the option is reasonably certain to be exercised. The Company has elected not to separate non-lease components from lease components for all leases. Operating lease expense is recognized on a straight-line basis over the lease term and included in the condensed consolidated statements of income.

 

E.Contingent Consideration

 

Contingent consideration classified as a liability is initially recognized at fair value as of the acquisition date and is subsequently remeasured at fair value at each reporting date until settled, with changes in fair value recognized in earnings.

 

 

 

 

Note 3 - Stockholders’ Equity

 

1. On August 20, 2026, the Company effected a reverse share split of the Company’s ordinary shares at the ratio of 1-for-8, such that each eight (8) ordinary shares, par value NIS 1.80 per share, were consolidated into one (1) ordinary share, par value NIS 14.40 per share. As a result, all share and per share amounts prior to the reverse share split were adjusted retroactively for all periods presented in these consolidated financial statements.

 

2. On August 30, 2024, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD., a Cayman Islands exempt limited partnership (“YA”). Pursuant to the SEPA, the Company has the right, but not the obligation, to sell to YA from time to time, up to $10.0 million (the “Commitment Amount”), of the Company ordinary shares, during the 36 months following the execution of the SEPA, subject to the restrictions and satisfaction of the conditions in the SEPA. On October 21, 2024, the Company and YA entered into an amendment to the SEPA to increase the Amount of the commitment to $20.0 million of the Company’s ordinary shares.

 

The Company evaluated the contract that includes the right to require YA to purchase shares of common stock in the future (“put right”) considering the guidance in ASC 815-40, “Derivatives and Hedging — Contracts on an Entity’s Own Equity” and concluded that it is an equity-linked contract that does not qualify for equity classification and therefore requires fair value accounting and thus meets the definition of a derivative liability. Accordingly, the put right will be measured at fair value at each reporting period, and changes in its fair value will be recognized in the consolidated statement of operations. The Put right is measured under level 2 of the Fair Value hierarchy. The Company analyzed the terms of the freestanding put right and concluded that it has an immaterial value as of June 30, 2026 and December 31, 2025.

 

During the six months ended June 30, 2026, the Company issued an aggregate of 170,135 ordinary shares to YA as Advance Shares for aggregate gross proceeds of approximately $1.3 million. Subsequent to the balance sheet date, the Company sold 40,957 ordinary shares for aggregate net proceeds of approximately $0.3 million 0 million pursuant to the SEPA.

 

3. On November 14, 2024, the Company entered into a Capital on Demand Sales Agreement (the “2024 Sales Agreement”) with JonesTrading Institutional Serviecs LLC (“JonesTrading”). Pursuant to the 2024 Sales Agreement, the Company may offer and sell our ordinary shares having an aggregate offering price of up to $8.1 million, from time to time through JonesTrading. JonesTrading will receive a commission equal to 3.0% of the gross proceeds from the sale of the ordinary shares pursuant to the 2024 Sales Agreement. As of December 31, 2025, the Company sold 460,880 of our ordinary shares for aggregate gross proceeds of approximately $8.1 million ($7.7 million net) pursuant to the 2024 Sales Agreement. The Company did not issue any ordinary shares during the six months ended June 30, 2026.

 

Note 4 – Acquisition of Colospan

 

On June 8, 2026, the Company entered into the SPA with Colospan, the shareholders of Colospan that are parties thereto, who hold more than 92% of the voting power of the outstanding share capital of Colospan, and Boaz Assaf, solely in his capacity as the representative of the shareholders of Colospan, pursuant to which, subject to the terms and conditions of the SPA, the Company purchased all of the issued and outstanding share capital of Colospan. On June 22, 2026, the Company entered into the Amended SPA with Colospan, 100% of the shareholders of Colospan, and Boaz Assaf, solely in his capacity as the representative of the shareholders of Colospan. Consummation of the Acquisition occurred on June 22, 2026, which resulted in Colospan becoming a wholly-owned subsidiary of the Company.

 

As consideration for the sale of all of the issued and outstanding share capital of Colospan, the Company paid the Colospan shareholders (“Selling Shareholders”) and certain SAFE investors (i) an aggregate amount of $3,300,000 in cash, which was allocated among the Selling Shareholders and the SAFE investors (the “Cash Consideration”) and (ii) a performance-based earnout consideration in an aggregate amount of up to $2,000,000 (the “Earnout Consideration”). The earnout payments will begin accruing on “Net Revenue Sales”, as that term is defined in the Amended SPA, recognized from July 1, 2027, on a cumulative basis, with no payments on the first $5 million of sales. Thereafter, payments will be calculated at 7% of incremental sales from $5 million to $12 million and 9% on sales above $12 million, with no retroactive application of higher tiers. Total earnout payments are capped at $2.0 million, but any unpaid portion will accelerate and become immediately payable upon a qualifying sale or licensing of Colospan or its assets (subject to customary exclusions) or if the Company completes equity financings totaling at least $17.5 million post-closing.

 

An aggregate of 7.5% of the Cash Consideration issuable by the Company will be held in an escrow fund for a period of 12 months for purposes of satisfying any post-closing indemnification claims under the Amended SPA. Pursuant to the Amended SPA, Colospan agreed to cancel, terminate, and extinguish any outstanding stock options and warrants at closing without any right to receive any consideration.

 

 

 

 

The acquisition of Colospan was accounted for as business combinations using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”) , and the purchase prices were allocated to the assets acquired and liabilities assumed based on their respective fair values as of the acquisition dates, inclusive of measurement period adjustments recorded during the period, as presented below (in thousands). The purchase price allocations are preliminary and subject to change as we complete the valuation of certain assets acquired and liabilities assumed.

 

The aggregate fair value of the consideration transferred was approximately $4.9 million, consisting of $3.3 million in cash consideration and approximately $1.6 million representing the acquisition-date fair value of contingent consideration. The contingent consideration was recorded as a liability at its acquisition-date fair value and will be remeasured to fair value at each reporting date until settled, with changes recognized in earnings.

 

The acquisition-date fair value of the contingent consideration was determined using a probability-weighted valuation approach that considered the potential payment scenarios specified in the Amended SPA. The estimated payments under the applicable scenarios were probability-weighted based on management’s assumptions and discounted to present value using discount rates reflecting the timing and risk associated with the respective payment scenarios. The fair value of the contingent consideration could be materially affected by changes in projected net sales, the probabilities assigned to the applicable payment scenarios, the expected timing of the potential payments and the applicable discount rates.

 

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date:

 

Consideration (USD in thousands)    
Cash  $3,300 
Contingent consideration   1,617 
Fair value of total consideration transferred  $4,917 
      
Purchase Price Allocation:     
Goodwill  $1,764 
Intangible assets – technology   4,642 
Net tangible liabilities assumed   (421)
Deferred tax liability   (1,068)
Total consideration allocated  $4,917 

 

The following table presents the preliminary details of the identified intangible assets acquired (in thousands, except years):

 

   Fair Value   Useful Life  Amortization Classification
   (in thousands)   (in years)   
Technology  $4,642   7  Research and development
Total Colospan intangible assets acquired  $4,642       

 

Note 5 – Subsequent events

 

1. Regarding additional ordinary shares issued under the SEPA subsequent to June 30, 2025, see Note 3.3 above.

2. On August 20, 2026, the Company effected a reverse share split of the Company’s ordinary shares at the ratio of 1-for-8, such that each eight (8) ordinary shares, par value NIS 1.80 per share, were consolidated into one (1) ordinary share, par value NIS 14.40 per share. As a result, all share and per share amounts were adjusted retroactively for all periods presented in these consolidated financial statements.

 

 

 

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

All references to “we,” “us,” “our,” “the Company” and “our Company”, in this Form 6-K are to Galmed Pharmaceuticals Ltd. and its subsidiaries, unless the context otherwise requires. All references to “shares” or “ordinary shares” are to our ordinary shares, NIS 14.40 par value per share. All references to “Israel” are to the State of Israel. “U.S. GAAP” means the generally accepted accounting principles of the United States. Unless otherwise stated, all of our financial information presented in this Form 6-K has been prepared in accordance with U.S. GAAP. Any discrepancies in any table between totals and sums of the amounts and percentages listed are due to rounding. Unless otherwise indicated, or the context otherwise requires, references in this Form 6-K to financial and operational data for a particular year refer to the fiscal year of our company ended December 31 of that year.

 

Our reporting currency and financial currency is the U.S. dollar. In this Form 6-K, “NIS” means New Israeli Shekel, and “$,” “US$” and “U.S. dollars” mean United States dollars.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Form 6-K contains forward-looking statements about our expectations, beliefs or intentions regarding, among other things, our product development efforts, business, financial condition, results of operations, strategies or prospects. In addition, from time to time, we or our representatives have made or may make forward-looking statements, orally or in writing. Forward-looking statements can be identified by the use of forward-looking words such as “believe,” “expect,” “intend,” “plan,” “may,” “should,” “anticipate,” “could,” “might,” “seek,” “target,” “will,” “project,” “forecast,” “continue” or their negatives or variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical matters. These forward-looking statements may be included in, among other things, various filings made by us with the SEC, press releases or oral statements made by or with the approval of one of our authorized executive officers. Forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements, including, but not limited to, the factors summarized below:

 

● our ability to pursue, evaluate and complete any strategic alternative that yields value for our shareholders;
     
  ● the development and approval of the use of Aramchol or any other product candidate for indications outside of non-alcoholic steatohepatitis, or NASH, also known as metabolic dysfunction-associated steatohepatitis, or MASH, and fibrosis or in combination therapy;
     
  ● our history of recurring losses and negative cash flows from operating activities, significant future commitments and the uncertainty regarding the adequacy of our liquidity to pursue our complete business objectives, and substantial doubt regarding our ability to continue as a going concern;
     
  ● the timing and cost of any pre-clinical or clinical trials of Aramchol or any other product candidate we develop;
     
  ● completion and receiving favorable results of any pre-clinical or clinical trial;
     
  ● regulatory action with respect to Aramchol or any other product candidate by the U.S. Food and Drug Administration, or the FDA, or the European Medicines Authority, or EMA, including but not limited to acceptance of an application for marketing authorization, review and approval of such application, and, if approved, the scope of the approved indication and labeling;
     
  ● the commercial launch and future sales of Aramchol and any future product candidates;

 

  ● our ability to comply with all applicable post-market regulatory requirements for Aramchol, or any other product candidate in the countries in which we seek to market the product;
     
  ● our ability to recognize the anticipated benefits of the acquisition of Colospan Ltd., or Colospan;
     
  ● expectations with respect to future performance and growth of Colospan
     
  ● Galmed’s and Colospan’s ability to execute our business plans and strategy and to receive regulatory approvals;
     
  ● our ability to achieve favorable pricing for Aramchol, or any other product candidate;
     
  ● third-party payor reimbursement for Aramchol, or any other product candidate;
     
  ● our estimates regarding anticipated capital requirements and our needs for additional financing;
     
  ● market adoption of Aramchol or any other product candidate by physicians and patients;
     
  ● the timing, cost or other aspects of the commercial launch of Aramchol or any other product candidate;
     
  ● our ability to obtain and maintain adequate protection of our intellectual property;
     
  ● the possibility that we may face third-party claims of intellectual property infringement;
     
  ● our ability to manufacture our product candidates in commercial quantities, at an adequate quality or at an acceptable cost;
     
  ● our ability to establish adequate sales, marketing and distribution channels;
     
  ● intense competition in our industry, with competitors having substantially greater financial, technological, research and development, regulatory and clinical, manufacturing, marketing and sales, distribution and personnel resources than we do;

 

 

 

 

  ● our expectations regarding licensing, acquisitions and strategic operations;
     
  ● current or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk;
     
  ● our ability to maintain the listing of our ordinary shares on The Nasdaq Capital Market;
     
  ● security, political and economic instability in the Middle East that could harm our business, including due to the current security situation in Israel; and
     
  ● those factors referred to in (i) “Item 3.D. Risk Factors,” “Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2025 filed with the SEC on March 31, 2026 and (ii) our Report of Foreign Private Issuer on Form 6-K filed with the SEC on June 8, 2026.

 

We believe these forward-looking statements are reasonable; however, these statements are only current predictions and are subject to known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We discuss many of these risks in our Annual Report on Form 20-F for the year ended December 31, 2025 filed with the SEC on March 31, 2026, in greater detail under the heading “Risk Factors” and elsewhere in the Annual Report and this Form 6-K. In addition, additional risk factors relating to the business of Colospan, which we acquired on June 22, 2026 are included in the section entitled “Risk Factors” in our Report on Form 6-K filed with the SEC on June 8, 2026. Given these uncertainties, you should not rely upon forward-looking statements as predictions of future events.

 

All forward-looking statements attributable to us or persons acting on our behalf speak only as of the date hereof and are expressly qualified in their entirety by the cautionary statements included in this Report on Form 6-K. We undertake no obligations to update or revise forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. In evaluating forward-looking statements, you should consider these risks and uncertainties.

 

 

 

 

Overview

 

We are a biopharmaceutical company focused on the development of Aramchol. Historically, we have focused almost exclusively on developing Aramchol for the treatment of liver disease and were previously developing Aramchol for primary sclerosing cholangitis, or PSC, and exploring the feasibility of developing Aramchol for other fibro-inflammatory indications outside of NASH and fibrosis.

 

We are currently seeking to advance the development of Aramchol for oncological indications outside of NASH and fibrosis. In addition, as part of our growth strategy, we are actively pursuing opportunities to expand and diversify our product pipeline specifically targeting cardiometabolic indications and other innovative product candidates that align with our core expertise in drug development.

 

On June 22, 2026, we completed the acquisition of Colospan, a medical device company focused on the development and manufacturing of innovative solutions for colorectal surgical care. For additional information with respect to the acquisition, see “Recent Developments—Colospan Acquisition” below. Colospan has developed the CG-100 intraluminal bypass device, a single-use, intraluminal temporary silicone sheath designed to internally divert fecal matter away from the surgical anastomosis site in colorectal surgeries during the critical post-operative period. For additional information with respect to Colospan’s business, see the section entitled “Colospan Overview” in our Report on Form 6-K filed with the SEC on June 8, 2026.

 

To date, we have not generated revenue from the sale of any product, excluding the licensing revenue we recorded in connection with the Samil Agreement, and we do not expect to generate any significant revenue other than the amortization of the upfront payments under the license agreement with Samil and of the subsequent royalties and/or milestones that may be earned in connection with the Samil Agreement or potential other license Agreements, unless and until we commercialize Aramchol, or license the product to additional third parties. As of June 30, 2026, we had an accumulated deficit of approximately $215.4 million.

 

Our financing activities are described below under “Liquidity and Capital Resources.” Obtaining approval of an NDA, MMA, or other similar application is an extensive, lengthy, expensive and uncertain process, and the FDA, EMA, MHRA and other regulatory agencies may delay, limit or deny approval of Aramchol or any other product candidate.

 

Recent Developments

 

Colospan Acquisition

 

On June 8, 2026, we entered into a Share Purchase Agreement, or the SPA, with Colospan, the shareholders of Colospan that are parties thereto, who hold more than 92% of the voting power of the outstanding share capital of Colospan, and Boaz Assaf, solely in his capacity as the representative of the shareholders of Colospan, pursuant to which, subject to the terms and conditions of the SPA, we purchased all of the issued and outstanding share capital of Colospan. On June 22, 2026, we entered into an amended share purchase agreement, or the Amended SPA, with Colospan, 100% of the shareholders of Colospan, and Boaz Assaf, solely in his capacity as the representative of the shareholders of Colospan. Consummation of the acquisition occurred on June 22, 2026, or the Acquisition, which resulted in Colospan becoming a wholly-owned subsidiary.

 

 

 

 

As consideration for the sale of all of the issued and outstanding share capital of Colospan, we paid the Colospan shareholders, or the Selling Shareholders, and certain SAFE investors (i) an aggregate amount of $3,300,000 in cash, which was allocated among the Selling Shareholders and the SAFE investors, or the Cash Consideration, and (ii) a performance-based earnout consideration in an aggregate amount of up to $2,000,000, or the Earnout Consideration. The earnout payments will begin accruing on “Net Revenue Sales”, as that term is defined in the Amended SPA, recognized from July 1, 2027, on a cumulative basis, with no payments on the first $5 million of sales. Thereafter, payments will be calculated at 7% of incremental sales from $5 million to $12 million and 9% on sales above $12 million, with no retroactive application of higher tiers. Total earnout payments are capped at $2.0 million, but any unpaid portion will accelerate and become immediately payable upon a qualifying sale or licensing of Colospan or its assets (subject to customary exclusions) or if we complete equity financings totaling at least $17.5 million post-closing.

 

An aggregate of 7.5% of the Cash Consideration issuable by us will be held in an escrow fund for a period of 12 months for purposes of satisfying any post-closing indemnification claims under the Amended SPA. Pursuant to the Amended SPA, Colospan has agreed to cancel, terminate, and extinguish any outstanding stock options and warrants at closing without any right to receive any consideration.

 

Financial Overview

 

To date, we have funded our operations primarily through proceeds from private placements and public offerings. On June 30, 2026, we had current assets of $11.7 million, which includes cash and cash equivalents of $2.9 million, short term deposit of $2.5 million, marketable debt securities of $5.9 million, other receivables of $0.3 million and restricted cash of $0.2 million. This compares with current assets of $18.6 million on December 31, 2025, which includes cash and cash equivalents of $4.0 million, short term deposit of $7.1 million, marketable debt securities of $7.0 million, other receivables of $0.3 million and restricted cash of $0.1 million. We believe that such existing funds will be sufficient to continue our business and operations as currently conducted for more than 12 months from the date of issuance of this Report on Form 6-K. However, significant additional funding will be necessary to fund our ongoing research and development work and to advance our product candidates through regulatory approval and into commercialization, if approved. We intend to obtain additional funding through debt or equity financings, governmental grants or through entering into collaborations, strategic alliances or license agreements to increase the funds available to support our operating and capital needs. Although we have been successful in raising capital in the past, there is no assurance that we will be successful in obtaining additional financing on terms acceptable to us. If funds are not available, we may be required to delay, reduce the scope of or eliminate research or development plans for, or commercialization efforts with respect to Aramchol, and/or our other pre-clinical and clinical programs. This may raise substantial doubts about our ability to continue as a going concern.

 

Costs and Operating Expenses

 

Our current costs and operating expenses consist of two components: (i) research and development expenses; and (ii) general and administrative expenses.

 

Research and Development Expenses

 

Our research and development expenses consist primarily of outsourced development expenses, salaries and related personnel expenses and fees paid to external service providers, patent-related legal fees, costs of pre-clinical studies and clinical trials and drug and laboratory supplies. We account for all research and development expenses as they are incurred. We expect our research and development expense to remain one of our primary expenses in the near future as we continue to develop Aramchol. Increases or decreases in research and development expenditures are primarily attributable to the number and/or duration of the pre-clinical and clinical studies that we conduct.

 

We expect that a substantial amount of our research and development expense in the future will be incurred in support of our current and anticipated pre-clinical and clinical development projects. Due to the inherently unpredictable nature of pre-clinical and clinical development studies, we are unable to estimate with any certainty the costs we will incur in the continued development of Aramchol and other product candidate. Clinical development timelines, the probability of success and development costs can differ materially from expectations. We currently expect to continue testing Aramchol in pre-clinical studies for toxicology, safety and efficacy, and to conduct additional clinical trials for Aramchol.

 

The lengthy process of completing clinical trials and seeking regulatory approval for Aramchol requires the expenditure of substantial resources. Any failure or delay in completing clinical trials, or in obtaining regulatory approvals, could cause a delay in generating product revenue and cause our research and development expenses to increase and, in turn, have a material adverse effect on our operations. Because of the factors set forth above, we are not able to estimate with any certainty when we would recognize any net cash inflows from our projects.

 

 

 

 

General and Administrative Expenses

 

General and administrative expenses consist primarily of compensation for employees in executive and operational roles, including finance/accounting, legal and other operating positions in connection with our activities. Our other significant general and administrative expenses include non-cash stock-based compensation costs and facilities costs (including the rental expense for our offices in Tel Aviv, Israel), professional fees for outside accounting and legal services, travel costs, investors relations, insurance premiums and depreciation.

 

General and administrative expenses also consist of costs associated with being a public company, including expenses related to services associated with maintaining compliance with The Nasdaq Capital Market and SEC requirements, directors and officers insurance, increased legal and accounting costs and investor relations costs.

 

Financial Income, Net

 

Our financial income, net consists mainly of interest income from marketable debt securities, expenses that we incurred in establishing the SEPA (as defined below), which includes ordinary shares to the equity line provider, and foreign currency gains. Our financial expenses consist of fees associated with banking activities and losses from realization of marketable debt securities.

 

Results of Operations

 

The table below provides our results of operations for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025.


 

   Three months ended June 30,   Six months ended June 30, 
   2026   2025   2026   2025 
   (unaudited)   (unaudited)   (unaudited)   (unaudited) 
         (In thousands, except per share data)      
Research and development expenses   1,782    1,058    3,142    1,692 
General and administrative expenses   993    1,051    1,677    1,681 
Total operating expenses   2,775    2,109    4,819    3,373 
Financial income, net   (154)   (152)   (288)   (332)
Financial expenses related to SEPA   102    12    102    32 
Impairment of Associate   -    526    -    526 
Net loss   2,723    2,495    4,633    3,599 
Other comprehensive loss (gain):   (52)   6    28    (13)
Comprehensive loss   2,671    2,501    4,661    3,586 
Basic and diluted net loss per share  $2.81   $5.07    $5.21   $10.0 

 

Research and Development Expenses

 

Our research and development expenses amounted to approximately $1.8 million and approximately $3.1 million during the three and six months ended June 30, 2026, respectively, representing an increase of approximately $0.7 million, or 64%, and approximately $1.4 million, or 82%, respectively, compared to approximately $1.1 million and approximately $1.7 million, respectively for the comparable period in 2025.

 

The increase during the three months ended June 30, 2026 primarily resulted from an increase in chemistry and formulation studies expenses of $0.3 million and clinical trial expenses of approximately $0.3 million, while the increase during the six months ended June 30, 2026 primarily resulted from an increase in clinical trial expenses of approximately $0.7 million and pre-clinical trial expenses of approximately $0.3 million.

 

General and Administrative Expenses

 

Our general and administrative expenses amounted to approximately $1.0 million and approximately $1.7 million during the three and six months ended June 30, 2026, respectively, representing nil increase against the general and administrative expenses for the three and six months ended June 30, 2025.

 

Operating Loss

 

As a result of the foregoing, for the three and six months ended June 30, 2026 our operating loss was approximately $2.8 million and approximately $4.8 million, respectively, representing an increase of $0.7 million, or 33%, and an increase of $1.4 million, or 41%, respectively, as compared to approximately $2.1 million and approximately $3.4 million, respectively, for the comparable period in 2025.

 

Financial income, Net

 

Our financial income, net amounted to approximately $0.15 million and approximately $0.3 million during the three and six months ended June 30, 2026, respectively, representing an immaterial decrease from the financial income, net for the three and six months ended June 30, 2025.

 

 

 

 

Impairment of Associate

 

Our investment in Onkai was presented in our consolidated financial statements at its fair value. As of June 30, 2025, management, based on its estimation, assessed the qualitative aspects of the equity investment and macroeconomic factors and determined that an impairment should be recognized in the amount of approximately $0.5 million. On December 29, 2025, OnKai filed a certificate of dissolution with the Secretary of State of the State of Delaware for winding up its affairs and dissolving as an entity. As of December 31, 2025, we determined that our investment and related balances in OnKai, including a long-term loan, were not recoverable and recorded a full write-off of such amounts.

 

Net Loss

 

As a result of the foregoing, for the three and six months ended June 30, 2026, our net loss was approximately $2.7 million and approximately $4.7 million, respectively, representing an increase of $0.2 million, or 8%, and an increase of $1.1 million, or 31%, respectively, as compared to approximately $2.5 million and approximately $3.6 million, respectively, for the comparable period in 2025.

 

Liquidity and Capital Resources

 

To date, we have funded our operations primarily through proceeds from private placements and public offerings and we have incurred substantial losses since our inception. As of June 30, 2026, we had an accumulated deficit of approximately $215.4 million and positive working capital (current assets less current liabilities) of approximately $8.9 million. We expect that operating losses will continue for the foreseeable future.

 

As of June 30, 2026, we had cash and cash equivalents of approximately $2.9 million, short term deposits of $2.5 million, restricted cash of approximately $0.2 million and marketable debt securities of approximately $5.9 million invested in accordance with our investment policy, totaling approximately $11.4 million, as compared to approximately $4.0 million, $7.1 million, $0.1 million and $7.0 million as of December 31, 2025, respectively, totaling approximately $18.3 million. The decrease is mainly attributable to our negative cash flow from operating activities during the six months ended June 30, 2026 of $4.7 million, as well as the net cash paid for the acquisition of Colospan of $3.2 million during the period.

 

We had negative cash flow from operating activities of approximately $4.7 million for the six months ended June 30, 2026, as compared to negative cash flow from operating activities of approximately $2.4 million for the six months ended June 30, 2025. The negative cash flow from operating activities for the six months ended June 30, 2026, is mainly attributable to our net loss of approximately $4.7 million.

 

We had positive cash flow from investing activities of approximately $2.4 million for the six months ended June 30, 2026, as compared to a negative cash flow from investing activities of approximately $4.8 million for the six months ended June 30, 2025. The positive cash flow from investing activities for the six months ended June 30, 2026, was primarily due to the maturity of short term deposits of $4.6 million and the net sale of available for sale securities of approximately $1.09 million; partially offset by the cash paid for the acquisition of Colospan, net of cash acquired of $3.2 million,

 

We had positive cash flow from financing activities of approximately $1.2 million for the six months ended June 30, 2026, as compared to a positive cash flow from financing activities for the six months ended June 30, 2025. The positive cash flow from financing activities for the six months ended June 30, 2026 was primarily due to issuance of shares in relation to the SEPA (as defined below) and 2024 Sales Agreement (as defined below)

 

On August 30, 2024, we entered into a Standby Equity Purchase Agreement, or SEPA, with YA II PN, LTD., a Cayman Islands exempt limited partnership, or YA. Pursuant to the SEPA, we have the right, but not the obligation, to sell to YA from time to time, each such occurrence, an Advance, up to $10.0 million, or the Initial Commitment Amount, of our ordinary shares, during the 36 months following the execution of the SEPA, subject to the restrictions and satisfaction of the conditions in the SEPA. On October 21, 2024, we and YA entered into an amendment to the SEPA to increase the Initial Commitment Amount to $20.0 million of our ordinary shares. At our option, the ordinary shares would be purchased by YA from time to time at a price equal to 97% of the lowest of the three daily VWAPs (as hereinafter defined) during a three consecutive trading day period commencing on the date that we, subject to certain limitations, deliver a notice to YA that we are committing YA to purchase such ordinary shares, or the Advance Shares. We may also specify a certain minimum acceptable price per share in each Advance. “VWAP” means, for any trading day, the daily volume weighted average price of our ordinary shares for such trading day on the Nasdaq Stock Market during regular trading hours as reported by Bloomberg L.P. As consideration for YA irrevocable commitment to purchase our ordinary shares up to the Initial Commitment Amount, we issued 3,946 ordinary shares, or the Commitment Shares, to YA in four equal installments every 90 calendar days and also paid a $15,000 structuring fee to an affiliate of YA. During the six months ended June 30, 2026, we issued an aggregate of 170,135 ordinary shares to YA for aggregate gross proceeds of approximately $1.3 million. Subsequent to June 30, 2026, we issued an aggregate of 40,956 ordinary shares to YA for aggregate gross proceeds of approximately $0.3 million.

 

On November 14, 2024, we entered into a Capital on Demand Sales Agreement, or the 2024 Sales Agreement, with JonesTrading Institutional Serviecs LLC, or JonesTrading. Pursuant to the 2024 Sales Agreement, we may offer and sell our ordinary shares having an aggregate offering price of up to $8.1 million, from time to time through JonesTrading, or the ATM Facility. JonesTrading will receive a commission equal to 3.0% of the gross proceeds from the sale of the ordinary shares pursuant to the 2024 Sales Agreement. As of December 31, 2025, we sold 460,880 of our ordinary shares for aggregate gross proceeds of approximately $8.1 million ($7.7 million net) pursuant to the 2024 Sales Agreement. We did not issue any ordinary shares during the six months ended June 30, 2026.

 

Although we provide no assurance, we believe that our existing funds will be sufficient to continue our business and operations as currently conducted for more than 12 months from the date of issuance of this Report on Form 6-K. However, significant additional funding will be necessary to fund ongoing research and development work, to advance our product candidates through regulatory approval and into commercialization, if approved. We intend to obtain additional funding through debt or equity financings, governmental grants or through entering into collaborations, strategic alliances or license agreements to increase the funds available to support our operating and capital needs. Although we have been successful in raising capital in the past, there is no assurance that we will be successful in obtaining additional financing on terms acceptable to us. If funds are not available, we may be required to delay, reduce the scope of or eliminate research and development activities relating to Aramchol and our other pre-clinical and clinical programs, and/or curtail our commercialization, marketing, distribution and other operational activities relating to Colospan. This may raise substantial doubts about our ability to continue as a going concern.

 

 

 

 

The extent of our future capital requirements will depend on many other factors, including:

 

  ● the outcome of an evaluation of potential strategic alternatives;
     
  ● the progress and costs of our pre-clinical studies, clinical trials and other research and development activities;
     
  ● the regulatory pathway of Aramchol any other product candidate;
     
  ● the scope, prioritization and number of our clinical trials and other collaboration research and development programs;

 

  ● the amount of revenues and contributions we receive under future licensing, development and commercialization arrangements with respect to Aramchol or any other product candidate;
     
  ● the costs of the development and expansion of our operational infrastructure;
     
  ● the costs and timing of obtaining regulatory approval for Aramchol or any other product candidate;
     
  ● the successful integration of Colospan and the costs associated with its operations;
     
  ● the continued research, development, regulatory advancement, clinical validation and commercialization of Colospan’s product candidates and technologies;
     
  ● the expansion of Colospan’s manufacturing capabilities, commercial infrastructure, strategic partnerships and market adoption efforts;
     
  ● the ability of us, or our collaborators, to achieve development milestones, marketing approval and other events or developments under our potential future licensing agreements;
     
  ● the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights;
     
  ● the costs and timing of securing manufacturing arrangements for clinical or commercial production;
     
  ● the costs of contracting with third parties to provide sales and marketing capabilities for us;
     
  ● the costs of acquiring or undertaking development and commercialization efforts for any future products, product candidates or platforms;
     
  ● the magnitude of our general and administrative expenses;
     
  ● any cost that we may incur under future in- and out-licensing arrangements relating to Aramchol or any other product candidate;
     
  ● market conditions;
     
  ● our ability to maintain the listing of our ordinary shares on The Nasdaq Capital Market;
     
  ● our ability to identify, evaluate and complete any strategic alternative that yields value for our shareholders; and
     
  ● the impact of the security situation in Israel, which may exacerbate the magnitude of the factors discussed above.

 

Trend Information

 

We are a development stage company and it is not possible for us to predict with any degree of accuracy the outcome of our research, development or commercialization efforts. As such, it is not possible for us to predict with any degree of accuracy any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net sales or revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information to not necessarily be indicative of future operating results or financial conditions. However, to the extent possible, certain trends, uncertainties, demands, commitments and events are in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

 

 

 

 

Controls and Procedures

 

As a “foreign private issuer”, we are only required to conduct the evaluations required by Rules 13a-15(b) and 13a-15(d) of the Exchange Act as of the end of each fiscal year and therefore have elected not to provide disclosure regarding such evaluations at this time.

 

Risk Factors

 

Any investment in our business involves a high degree of risk. Before making an investment decision, you should carefully consider the information we include in this Report on Form 6-K, including our unaudited condensed consolidated financial statements and accompanying notes, and the additional information in the other reports we file with the Securities and Exchange Commission. Except as set forth below and as otherwise disclosed in our other filings made with the Securities and Exchange Commission on or prior to the date of this Form 6-K, including our Annual Report on Form 20-F for the fiscal year ended December 31, 2025 and the additional risk factors relating to the business of Colospan in the section entitled “Risk Factors” in our Report on Form 6-K filed with the SEC on June 8, 2026, there have been no material changes to the risk factors previously disclosed in our most recent Annual Report on Form 20-F. These risks may result in material harm to our business and our financial condition and results of operations. In this event, the market price of our ordinary shares may decline and you could lose part or all of your investment.

 

If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our ordinary shares may be delisted and the price of our ordinary shares and our ability to access the capital markets could be negatively impacted.

 

Nasdaq has established certain standards for the continued listing of a security on the Nasdaq Capital Market. The standards for continued listing include, among other things, that the minimum bid price for the listed securities not fall below $1.00 per share for a period of 30 consecutive trading days, that we maintain a minimum of $2,500,000 in shareholders’ equity and that our Market Value of Listed Securities (“MVLS”) not fall below $5.0 million for a period of 30 consecutive trading days, as further discussed below.

 

We have in the past fallen out of compliance with certain continued listing standards, including the minimum bid price requirement, although we have subsequently been able to regain compliance. No assurance, however, can be given that we will continue to be in compliance with the continued listing requirements of the Nasdaq Capital Market. Failure to meet applicable Nasdaq continued listing standards could result in a delisting of our ordinary shares. A delisting of our ordinary shares from Nasdaq could materially reduce the liquidity of our ordinary shares and result in a corresponding material reduction in the price of our ordinary shares. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors and employees and fewer business development opportunities.

 

On July 22, 2026, the SEC approved a new Nasdaq continued listing requirement applicable to companies listed on the Nasdaq Stock Market that would require listed companies to maintain a minimum MVLS of at least $5.0 million. Under the approved rule, if a company’s MVLS remains below $5.0 million for 30 consecutive trading days, Nasdaq will issue a Staff Delisting Determination and immediately suspend trading in the company’s securities and commence delisting proceedings. Unlike many other Nasdaq continued listing standards, the rule does not provide a compliance or cure period before a delisting determination is issued. Although a company may appeal a delisting determination, the appeal generally does not stay the suspension of trading, and the company’s securities would generally trade on an over-the-counter market during the appeals process. In addition, any exception that may be granted by a Nasdaq Hearings Panel is limited. In particular, the Hearings Panel may grant an exception of up to 180 days only if the company demonstrates that it can satisfy Nasdaq’s applicable initial listing requirements, which are generally more stringent than Nasdaq’s continued listing standards. As a result, companies subject to a delisting determination under the MVLS rule may have fewer opportunities to regain compliance than under other Nasdaq continued listing requirements.

 

However, on July 29, 2026, the SEC notified Nasdaq that it had received notices of intention to petition for review of the approval order and, pursuant to Rule 431(e) of the SEC’s Rules of Practice, the effectiveness of the approval order was automatically stayed pending further review by the SEC. As a result, the ultimate implementation, timing and scope of the MVLS requirement remain uncertain. As of September 1, 2026, our MVLS was approximately $4.2 million, which is below the $5.0 million threshold contemplated by the rule. Accordingly, if the stay is lifted, the rule becomes effective and we are unable to satisfy the MVLS requirement, our securities would become subject to suspension and delisting from Nasdaq. Any such suspension or delisting could materially reduce the liquidity and market price of our ordinary shares, impair our ability to raise additional capital, reduce investor interest in our securities and adversely affect our business, financial condition and prospects.

 

 

 

 

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: September 2, 2026 By: /s/ Allen Baharaff
    Allen Baharaff
    President and Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

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