Galmed sets vote on wide-range reverse stock split plan
Galmed Pharmaceuticals Ltd. is calling a Special General Meeting of Shareholders on March 4, 2026 in Ramat Gan, Israel.
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Rhea-AI Filing Summary
Galmed Pharmaceuticals Ltd. is calling a Special General Meeting of Shareholders on March 4, 2026 in Ramat Gan, Israel. Holders of its ordinary shares as of the close of trading on February 12, 2026 are entitled to vote by proxy or in person.
The main proposal seeks shareholder approval of a framework for a reverse split of Galmed’s ordinary shares at a ratio between 1:2 and 1:250. The board of directors would be able to choose the exact ratio, number of increments and effective dates within 18 months after the meeting, and amend the amended and restated articles of association accordingly.
Insights
Galmed seeks flexible shareholder approval for a wide-range reverse stock split framework.
Galmed Pharmaceuticals Ltd. plans a Special General Meeting mainly to approve a reverse split framework for its ordinary shares. The proposal allows a ratio anywhere between 1:2 and 1:250, giving the board broad flexibility over how significantly to consolidate the share count.
The board would have up to 18 months after the meeting to determine the specific ratio, number of increments and timing. The proposal also includes amending the amended and restated articles of association to reflect any reverse split the board implements under this authority.
Shareholders of record at the close of trading on February 12, 2026 can vote by proxy or attend the meeting in person. Actual effects on trading dynamics and share count will depend on whether, when and at what ratio the board decides to carry out a reverse split under the approved framework.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What reverse split range is Galmed Pharmaceuticals (GLMD) proposing?
Who can vote at Galmed Pharmaceuticals’ March 4, 2026 special meeting?
How will proxies be voted for Galmed Pharmaceuticals’ reverse split proposal?
Will Galmed’s articles of association change if the reverse split is implemented?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 February 2026
001-36345
(Commission File Number)
GALMED PHARMACEUTICALS LTD.
(Exact name of Registrant as specified in its charter)
c/o Meitar Law Offices 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 ☐
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Galmed Pharmaceuticals Ltd. (the “Company”) announces that it will hold a Special General Meeting of Shareholders on Wednesday, March 4, 2026 at 4:00 p.m. (Israel time) at the offices of Meitar | Law Offices, legal counsel to the Company at 16 Abba Hillel Silver Rd., Ramat Gan, 5250608, Israel. A copy of the Notice of the Special General Meeting of Shareholders and Proxy Statement and the Proxy Card are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
This Form 6-K is incorporated by reference into the Company’s Registration Statements on Form S-8 (Registration Nos. 333-206292, 333-227441, 333-284163 and 333-290399) and the Company’s Registration Statement on Form F-3 (Registration Nos. 333-272722 and 333-283241).
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Notice of the Special General Meeting of Shareholders and Proxy Statement | |
| 99.2 | Proxy Card |
| - 3 - |
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: February 9, 2026 | By: | /s/ Allen Baharaff |
| Allen Baharaff | ||
| President and Chief Executive Officer | ||
Exhibit 99.2
EACH SHAREHOLDER IS URGED TO COMPLETE, DATE, SIGN AND PROMPTLY
RETURN THE ENCLOSED PROXY
Special General Meeting of Shareholders of
GALMED PHARMACEUTICALS LTD.
March 4, 2026
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The notice of the meeting, proxy statement and proxy card
are available at http://galmedpharma.investorroom.com/
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints each of Mr. Allen Baharaff, President and Chief Executive Officer of the Company, and Mr. Yohai Stenzler, CPA, Chief Accounting Officer, and anyone on their behalf as the true and lawful attorneys, agents and proxies of the undersigned, with full power of substitution, to vote with respect to all ordinary shares, par value NIS 1.80 per share, of Galmed Pharmaceuticals Ltd. (the “Company”), standing in the name of the undersigned at the close of trading on February 12, 2026, at a Special General Meeting of Shareholders of the Company to be held at the offices of Meitar | Law Offices, legal counsel to the Company, at 16 Hillel Silver Rd., Ramat Gan, 5250608, Israel on Wednesday, March 4, 2026, at 04:00 p.m., Israel time, and at any and all adjournments thereof, with all the power that the undersigned would possess if personally present and especially (but without limiting the general authorization and power hereby given) to vote as specified on the reverse side.
The shares represented by this proxy will be voted in the manner directed and, if no instructions to the contrary are indicated, will be voted “FOR” the proposal on the agenda, as specified in the enclosed proxy statement (the “Proxy Statement”). Capitalized terms used but not defined herein shall have the meanings given to them in the Proxy Statement.
The undersigned hereby acknowledges receipt of the Notice of Special General Meeting of Shareholders and the Proxy Statement furnished therewith.
(Continued and to be Signed on Reverse Side)
| VOTE BY MAIL | |
| Mark, sign and date your proxy card and return it in the envelope we have provided. | |
| VOTE IN PERSON | |
| If you would like to vote in person, please attend the Special General Meeting to be held at 16 Hillel Silver Rd., Ramat Gan, 5250608, Israel on Wednesday, March 4, 2026, at 04:00 p.m. Israel time. |
| - 2 - |
Please Vote, Sign, Date and Return Promptly in the Enclosed Envelope.
Special General Meeting Proxy Card – Ordinary Shares
DETACH
PROXY CARD HERE TO VOTE BY MAIL
| For | Against | Abstain | ||
| 1. | To approve a framework for a reverse split of the Company’s Ordinary Shares in the range of a ratio between 1:2 and 1:250, to be effected at the discretion of, at such ratio within the range and by such number of increments, and on such dates, as may be determined by the board of directors within 18 months following the date of the Meeting, and to amend the Company’s amended and restated articles of association accordingly. | ☐ | ☐ | ☐ |
| Date | Signature | Signature, if held jointly | |||
| To change the address on your account, please check the box at right and indicate your new address. | ☐ |
Note: This proxy must be signed exactly as the name appears hereon. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by an authorized person.