Galmed Pharmaceuticals (NASDAQ: GLMD) seeks shareholder approval for broad reverse split range

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

Equity structure and governance analyst

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.

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 ☐

- 2 -

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.

FAQ

What is Galmed Pharmaceuticals (GLMD) asking shareholders to approve at the 2026 special meeting?

Galmed Pharmaceuticals is asking shareholders to approve a framework for a reverse split of its ordinary shares. The reverse split ratio could range between 1:2 and 1:250, with the board later selecting the exact ratio and timing and updating the articles of association.

When is Galmed Pharmaceuticals’ 2026 Special General Meeting of Shareholders?

The Special General Meeting of Galmed Pharmaceuticals shareholders is scheduled for March 4, 2026 at 4:00 p.m. Israel time. It will be held at the offices of Meitar Law Offices, the company’s legal counsel, in Ramat Gan, Israel, as detailed in the meeting materials.

What reverse split range is Galmed Pharmaceuticals (GLMD) proposing?

Galmed Pharmaceuticals is proposing a reverse split framework for its ordinary shares in a broad range between a 1:2 and a 1:250 ratio. The board of directors would later choose the specific ratio and may implement it in one or more increments within an 18‑month period.

Who can vote at Galmed Pharmaceuticals’ March 4, 2026 special meeting?

Shareholders who hold Galmed Pharmaceuticals ordinary shares at the close of trading on February 12, 2026 are entitled to vote. They may vote by completing and returning the proxy card, or by attending the Special General Meeting in person at the stated location and time.

How will proxies be voted for Galmed Pharmaceuticals’ reverse split proposal?

Proxy cards that are properly submitted without contrary instructions will be voted "FOR" the reverse split framework proposal. The proxy appoints senior officers, including the President and Chief Executive Officer, to vote the shareholder’s ordinary shares according to the marked choices on the proxy card.

Will Galmed’s articles of association change if the reverse split is implemented?

If shareholders approve the framework and the board implements a reverse split, Galmed’s amended and restated articles of association will be amended accordingly. This amendment would align the company’s governing documents with the new share structure resulting from any approved reverse split ratio.

Filing Exhibits & Attachments

3 documents

Press Releases

• EX-99.1 EX-99.1 46.8 KB
• EX-99.2 EX-99.2 21.4 KB
• EX-99 GRAPHIC 721 B