Galmed (NASDAQ: GLMD) completes Colospan acquisition with cash and earnout
Rhea-AI Filing Summary
Galmed Pharmaceuticals completed its acquisition of Colospan Ltd. on June 22, 2026 under revised, less dilutive financial terms. Instead of issuing $2.0 million in Galmed shares at closing, Galmed will pay an aggregate $3.3 million in cash to Colospan shareholders and SAFE investors.
The deal also includes up to $2.0 million in performance-based earnout tied to cumulative Net Sales Revenues from July 1, 2027, with 7% on sales between $5 million and $12 million and 9% above $12 million, capped at $2.0 million and subject to acceleration on certain strategic events or equity financings totaling at least $17.5 million. Preliminary purchase price allocation reflects total consideration of $5.3 million, including approximately $4.9 million of goodwill and intangible assets, and 7.5% of the cash consideration held in escrow for 12 months.
Through Colospan, Galmed gains CG-100, a CE-marked intraluminal bypass device for colorectal surgery with supporting clinical data from 97 patients across four trials, positioning Galmed as a broader GI-focused medtech and biopharmaceutical platform.
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Insights
Galmed closes a small, structured medtech acquisition with capped, sales-linked earnouts.
Galmed shifted its Colospan acquisition from partial share issuance to all-cash upfront consideration of $3.3M, plus a contingent earnout liability of up to $2.0M. This reduces immediate equity dilution while still tying part of the price to future product performance.
Preliminary accounting treats the deal as a business combination under ASC 805, with total consideration of $5.3M and about $4.9M recorded as goodwill and intangible assets. Colospan adds the CG-100 device, which already has EU and Israel approvals and supportive clinical data.
Earnout payments begin on Net Sales Revenues from July 1, 2027, with tiered rates of 7% and 9% and a hard $2.0M cap, accelerating on specified strategic transactions or if Galmed raises at least $17.5M in equity post-closing. Future filings will clarify how quickly CG-100 commercialization contributes to these sales thresholds.
Key Figures
Key Terms
earnout consideration financial
Net Sales Revenues financial
ASC 805 financial
contingent consideration liability financial
Breakthrough Device Designation regulatory
unaudited pro forma combined financial information financial
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 June 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 ☐
As previously reported, on June 8, 2026, Galmed Pharmaceuticals Ltd., an Israeli company (“Galmed”) announced the entry 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 capital stock 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, Galmed will purchase all of the issued and outstanding share capital of Colospan.
On June 22, 2026, Galmed 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. According to the Amended SPA, the parties agreed to replace the issuance of $2.0 million in Galmed ordinary shares at closing with an additional $800,000 in cash consideration such that at closing an aggregate cash consideration of $3,300,000 will be payable. In addition, the parties agreed to the payment by Galmed of up to $2.0 million in performance-based earnout consideration tied to cumulative “Net Sales Revenues”, as that term is defined in the Amended SPA. Earnout payments will accrue on Net Sales Revenues recognized beginning July 1, 2027, with no payments on the first $5 million of cumulative sales, followed by tiers of 7% on sales between $5 million and $12 million and 9% on sales above $12 million, without retroactive adjustment. 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 Galmed completes equity financings totaling at least $17.5 million post-closing.
On June 22, 2026, the parties consummated the acquisition.
The foregoing description of the Amended SPA does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amended SPA, a copy of which is attached hereto as Exhibit 10.1, which is incorporated herein by reference.
Unaudited pro forma financial statements for the year ended December 31, 2025 reflecting the revised structure of consideration are attached hereto as Exhibit 99.1 and are incorporated by reference herein.
On June 22, 2026, Galmed issued a press release announcing the revised acquisition terms and the consummation of the acquisition. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
This Form 6-K, excluding Exhibit 99.2, is incorporated by reference into Galmed’s Registration Statements on Form S-8 (Registration Nos. 333-206292, 333-227441, 333-284163 and 333-290399) and its Registration Statement on Form F-3 (Registration Nos. 333-272722 and 333-283241).
All other information reported in Galmed’s Report on 6-K dated June 8, 2026 (the “Original 6-K) remains unchanged except as superseded by the amendments set forth in the Amended SPA and as disclosed in this report. In connection with the acquisition of Colospan, shareholders are cautioned that an investment in Galmed carries risk, including the “Risk Factors” included in the Original 6-K and shareholders are urged to review the business description of Colospan and the related risk factors collectively before making any investment decision.
Exhibit Index
| Exhibit | Description | |
| 10.1 | Form of Amended Share Purchase Agreement between Galmed Pharmaceuticals Ltd., Colospan Ltd., the shareholders of Colospan Ltd., and Boaz Assaf, dated June 22, 2026 | |
| 99.1 | Revised Unaudited Pro Forma Financial Statements for the year ended December 31, 2025 | |
| 99.2 | Press Release of Galmed Pharmaceuticals Ltd. dated June 22, 2026 |
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: June 22, 2026 | By: | /s/ Allen Baharaff |
| Allen Baharaff | ||
| President and Chief Executive Officer | ||
Exhibit 99.1
UNAUDITED PRO FORMA COMBINED FINANCIAL DATA
Introduction
On June 8, 2026, Galmed Pharmaceuticals Ltd. (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 capital stock 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 will purchase 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 occured on June 22, 2026 (the “Acquisition”).
As consideration for the sale of all of the issued and outstanding capital stock of Colospan, the Company will (i) pay the Colospan shareholders and SAFE investors an aggregate amount of $3,300,000 in cash, which will be allocated among the Selling Shareholders and certain 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 has agreed to cancel, terminate, and extinguish any outstanding stock options and warrants at closing without any right to receive any consideration.
The following unaudited pro forma combined balance sheet as of December 31, 2025 combines the unaudited historical consolidated balance sheet of the Company as of December 31, 2025, with the historical balance sheet of Colospan as of December 31, 2025, giving effect to the Acquisition , as if they had been consummated as of December 31, 2025. The unaudited pro forma combined statement of operations for the year ended December 31, 2025, gives effect to the Acquisition, as if it had been completed on January 1, 2025, the beginning of the earliest period presented.
The unaudited pro forma combined financial information does not purport to be indicative of the financial position and results of operations that the Company will obtain in the future, or that the Company would have obtained if the Acquisition had been consummated as of the dates indicated above.
The pro forma adjustments are based upon currently available information and upon certain assumptions that the Company believes are reasonable. The unaudited pro forma combined financial statements should be read in conjunction with the historical consolidated financial statements of the Company.
The unaudited pro forma combined balance sheet as of December 31, 2025, has been prepared using, and should be read in conjunction with, the following:
| ● | Galmed’s audited consolidated balance sheet as of December 31, 2025 and the related notes; and | |
| ● | Colospan’s audited balance sheet as of December 31, 2025, and the related notes. |
The unaudited pro forma combined statement of operations for the year ended December 31, 2025, has been prepared using, and should be read in conjunction with, the following:
| ● | Galmed’s consolidated statement of operations for the year ended December 31, 2025, and the related notes; and | |
| ● | Colospan’s statement of operations for the year ended December 31, 2025, and the related notes. |
Unaudited Pro Forma Combined Balance Sheet
As of December 31, 2025
(U.S Dollars in thousands, except per share amounts)
| Transaction | ||||||||||||||||
| Accounting | Pro Forma | |||||||||||||||
| Galmed | Colospan | Adjustments | Combined | |||||||||||||
| Assets | ||||||||||||||||
| Current assets | ||||||||||||||||
| Cash and cash equivalents | $ | 3,985 | 910 | (3,650 | )(A)(E) | 1,245 | ||||||||||
| Restricted cash | 124 | - | 124 | |||||||||||||
| Restricted deposit | - | 30 | - | 30 | ||||||||||||
| Short-term deposits | 7,146 | - | - | 7,146 | ||||||||||||
| Marketable debt securities | 7,025 | - | - | 7,025 | ||||||||||||
| Other receivables | 347 | 48 | - | 395 | ||||||||||||
| Total current assets | 18,627 | 988 | (3,650 | ) | 15,965 | |||||||||||
| Long term prepaid expenses | - | 18 | 18 | |||||||||||||
| Operating lease right-of-use assets | - | 188 | - | 188 | ||||||||||||
| Fixed assets, net | - | 56 | - | 56 | ||||||||||||
| Goodwill and intangible assets | - | - | 4,901 | (F) | 4,901 | |||||||||||
| Total non-current assets | - | 262 | 4,901 | 5,163 | ||||||||||||
| Total assets | $ | 18,627 | 1,250 | 1,251 | 21,128 | |||||||||||
| Liabilities and stockholders’ equity | ||||||||||||||||
| Current liabilities | ||||||||||||||||
| Trade payables | $ | 2,003 | 13 | 2,016 | ||||||||||||
| Other payables | 842 | 583 | - | 1,425 | ||||||||||||
| Convertible Safe Note | - | 3,727 | (3,727 | )(B) | - | |||||||||||
| Total current liabilities | 2,845 | 4,323 | (3,727 | ) | 3,441 | |||||||||||
| Long-term Lease-liability | - | 80 | - | 80 | ||||||||||||
| Contingent consideration liability, non-current | - | - | 2,000 | (E) | 2,000 | |||||||||||
| Total non-current liabilities | - | 80 | 2,000 | 2,080 | ||||||||||||
| Preferred shares, NIS 0.01 NIS par value – Authorized: 494,547 shares as of December 31, 2025 and 2024; Issued and outstanding: 298,840 as of December 31, 2025 and 2024; Aggregate liquidation preference of $29,790 thousand and $32,173 thousand as of December 31, 2025 and 2024; | - | 12,400 | (12,400 | )(C) | - | |||||||||||
| Stockholders’ equity | ||||||||||||||||
| Ordinary shares, par value NIS 1.80 per share; Authorized 900,000,000 shares; Issued and outstanding: 6,581,390 and 1,664,884 shares as of December 31, 2025 and December 31, 2024, respectively | 3,408 | - | - | 3,408 | ||||||||||||
| Ordinary shares, of NIS 0.01 par value each; Authorized: 9,700,453 shares as of December 31, 2025 and 2024. Issued and outstanding: 53,220 shares as of December 31, 2025 and | - | 1 | (1 | )(D) | - | |||||||||||
| Additional paid-in capital | 223,455 | 15,035 | (15,035 | )(D) | 223,455 | |||||||||||
| Accumulated other comprehensive loss | (303 | ) | - | - | (303 | ) | ||||||||||
| Accumulated deficit | (210,778 | ) | (16,732 | ) | 16,345 | (D)(A) | 210,953 | |||||||||
| Total stockholders’ equity | 15,782 | (15,553 | ) | 15,378 | 15,607 | |||||||||||
| Total liabilities and stockholders’ equity | $ | 18,627 | 1,250 | 1,251 | 21,128 | |||||||||||
See accompanying notes to unaudited pro forma combined financial information.
Unaudited Pro Forma Combined Income Statement
For the Year Ended December 31, 2025
(U.S Dollars in thousands, except per share amounts)
| Transaction | ||||||||||||||||
| Accounting | Pro Forma | |||||||||||||||
| Galmed | Colospan | Adjustments | Combined | |||||||||||||
| Research and development expenses | 4,874 | 1,059 | - | 5,933 | ||||||||||||
| Sales and marketing expenses | - | 161 | - | 161 | ||||||||||||
| General and administrative expenses | 3,636 | 602 | 175 | (A) | 4,413 | |||||||||||
| Total operating loss | 8,510 | 1,822 | 175 | 10,507 | ||||||||||||
| Financial income, net | (741 | ) | (40 | ) | - | (781 | ) | |||||||||
| Financial expenses related to SEPA | 79 | - | - | 79 | ||||||||||||
| Gain in change of fair value of convertible safe | - | (2,098 | ) | - | (2,098 | ) | ||||||||||
| Impairment on associate and associated loan | 2,461 | - | - | 2,461 | ||||||||||||
| Net loss (gain) | 10,309 | (316 | ) | 175 | 10,168 | |||||||||||
See accompanying notes to unaudited pro forma combined financial information.
Note 1 - Basis of Presentation
In accordance with Article 11-02 of Regulation S-X, the objective of the pro forma financial information is to provide investors with information about the continuing impact of a particular transaction by illustrating how the Acquisition of Colospan by the Company might have affected the Company’s historical financial statements if the transaction had been consummated at an earlier time.
Galmed’s and Colospan’s historical financial statements were prepared in accordance with U.S. GAAP and are denominated in U.S. dollars. The accounting policies used in the preparation of the unaudited pro forma combined financial information are consistent with those described in the Company’s unaudited financial statements as of and for the year ended December 31, 2025.
Management performed a comprehensive review of the accounting policies between the two entities. Management is currently not aware of any significant accounting policy differences and has therefore not made any adjustments to the pro forma combined financial information related to any potential differences.
The unaudited pro forma combined financial information does not include the realization of any cost savings from operating efficiencies, synergies or other restructuring activities which might result from the Acquisition.
The historical combined financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the Acquisition, (2) factually supportable, and (3) with respect to the statement of income (loss), expected to have a continuing impact on the combined results.
The Acquisition was accounted for as a business combination using the acquisition method of accounting under the provisions of ASC 805, Business Combinations (“ASC 805”), and using the fair value concepts defined in ASC 820, Fair Value Measurements (“ASC 820”). Galmed was determined as the accounting acquirer in the transaction based on an analysis of the criteria outlined in ASC 805 and the facts and circumstances specific to this transaction. Under ASC 805, all assets acquired, and liabilities assumed are recorded at their acquisition date fair value, while transaction costs associated with the business combination are expensed as incurred. The excess of acquisition consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill and intangible assets. The determination of the fair values of the assets acquired and liabilities assumed (and the related determination of estimated useful lives of amortizable identifiable intangible assets) requires significant judgment and estimates. The estimates and assumptions used include the projected timing and amount of future cash flows and discount rates reflecting risk inherent in the future cash flows related to the businesses acquired. Although the Company believes the fair values assigned to the assets acquired and liabilities assumed from the Acquisition are reasonable, new information may be obtained about facts and circumstances that existed as of the date of the Acquisition during the twelve-month period following the Acquisition which could cause actual results to differ materially from the unaudited pro forma combined financial information.
Note 2. Preliminary Purchase Price Allocation (“PPA”)
The fair value of the consideration transferred is based on preliminary estimates as of the acquisition date. The purchase price allocation presented herein is preliminary and subject to revision upon completion of management’s valuation analyses and other procedures required under ASC 805, Business Combinations.
The acquired company is a development-stage entity that has not generated revenues and is primarily engaged in research and development activities. Management has not yet completed a detailed valuation analysis of the identifiable intangible assets acquired, including any in-process research and development (“IPR&D”), developed technology, or other identifiable intangible assets that may exist.
Accordingly, for purposes of the unaudited pro forma combined financial information, the excess of the preliminary purchase consideration over the preliminary fair value of the identifiable net assets acquired has been recorded as goodwill and intangible assets.
The following table summarizes the preliminary allocation of the purchase consideration:
| USD In | ||||
| Preliminary Aggregate Purchase Consideration | thousands | |||
| Cash | $ | 3,300 | ||
| Contingent consideration liability, non-current | $ | 2,000 | ||
| Total Acquisition Consideration | 5,300 | |||
The Earnout Consideration will begin accruing on Net Sales Revenues 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.
The aggregate preliminary purchase consideration allocation to assets acquired and liabilities assumed is provided throughout these notes to the unaudited pro forma combined financial statements and is presented as if the closing date were December 31,2025.
The following table provides a summary of the preliminary aggregate purchase consideration allocation of assets acquired, liabilities assumed and intangible assets preliminary estimate of their respective fair values using a third-party appraiser:
| USD In | ||||
| Preliminary Aggregate Purchase Consideration Allocation | Thousands | |||
| Cash and cash equivalent | 735 | |||
| Restricted Deposit | 30 | |||
| Other Receivables | 48 | |||
| Long term prepaid expenses | 18 | |||
| Operating lease right-of-use assets | 188 | |||
| Fixed assets, net | 56 | |||
| Trade payables | (13 | ) | ||
| Other payables | (583 | ) | ||
| Long-term Lease-liability | (80 | ) | ||
| Goodwill and intangible assets | 4,901 | |||
| Total purchase price consideration | 5,300 | |||
The preliminary aggregate purchase consideration allocation set forth above reflects the recording of goodwill and intangible assets of $4.9 million. Goodwill and intangible assets represent the excess of the preliminary aggregate purchase consideration over the preliminary estimated fair values of recorded tangible assets acquired and liabilities assumed in the Acquisition. The actual amount of goodwill and intangible assets to be recorded in connection with the Acquisition is subject to change once the valuation of the fair value of tangible and intangible assets acquired and liabilities assumed has been completed. The final valuation of such assets and liabilities is expected to be completed as soon as practicable but no later than one year after the consummation of the Acquisition.
The determination of the preliminary fair values of the assets acquired and liabilities assumed requires the use of estimates and assumptions and is subject to refinement during the measurement period prescribed by ASC 805.
Management believes that the preliminary fair values assigned to the identifiable assets acquired and liabilities assumed are reasonable based on information currently available. However, additional information regarding facts and circumstances that existed as of the acquisition date may become available during the measurement period, which could result in adjustments to the preliminary purchase price allocation.
In particular, the Company has not yet completed its assessment of potential identifiable intangible assets acquired in the transaction. Accordingly, the final allocation of the purchase consideration, including the amount ultimately assigned to goodwill and identifiable intangible assets, may differ materially from the amounts presented in the unaudited pro forma combined financial information.
Note 3 - Pro Forma Adjustments
The unaudited pro forma combined financial statements include pro forma adjustments that are (i) directly attributable to the transaction. which was completed the closing date, and (ii) factually supportable. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The pro forma adjustments reflect the purchase price allocation (“PPA”) determined as if the closing date were December 31, 2025, based on the estimated fair values of the assets acquired and liabilities assumed in accordance with ASC 805, Business Combinations. Additionally, the unaudited pro forma combined financial statements do not give effect to revenue synergies, operating efficiencies or cost savings that may be achieved with respect to the combined company.
The unaudited pro forma combined financial information is based upon the historical consolidated and consolidated financial statements of the Company and of Colospan and certain adjustments which the Company believes are reasonable to give effect to the transaction. These adjustments are based upon currently available information and certain assumptions, and therefore, the actual adjustments will likely differ from the pro forma adjustments. In particular, such adjustments include information based upon the Company’s preliminary allocation of the PPA consideration, which is subject to adjustment based upon the completion of the Company’s valuation analysis.
| A. |
Reflecting estimated transaction costs of approximately $0.35 million incurred in connection with the Acquisition, consisting of legal, accounting and other professional fees. Approximately $0.175 million relates to liabilities of the acquired company assumed in the Acquisition and has been reflected in the purchase price allocation. The remaining approximately $0.175 million relates to acquisition-related costs of the acquirer and has been reflected within general and administrative expenses. The pro forma adjustments also reflect the payment of such transaction costs in cash. | |
| B. | Reflecting the elimination of the Colospan Convertible safe notes upon the Closing of the Acquisition in accordance with the Colospan Convertible safe notes terms. | |
| C. | Reflecting the elimination of Colospan’s convertible preferred shares | |
| D. | Reflecting the elimination of Colospan’s historical equity | |
| E. | Reflecting the preliminary aggregate purchase consideration of approximately $5.3 million, consisting of $3.3 million paid in cash and $2.0 million recorded as a non-current contingent consideration liability, as part of the acquisition transaction (see also Note 2 above). | |
| F. | Reflecting the goodwill and intangible assets valued at $.9 million, which represents the excess of the preliminary purchase price over the fair value of the assets acquired and liabilities assumed (see also Note 2 above). |
Exhibit 99.2
Galmed Pharmaceuticals Ltd. Announces Restructured Acquisition Terms for Colospan Ltd., Prioritizing CG-100 European Commercialization and Shareholder Value Protection and Consummation of Acquisition
Colospan Ltd. (“Colospan”) provides Galmed Pharmaceuticals Ltd. (“Galmed”) (NASDAQ: GLMD) with a commercially ready product in the EU/Israel (CE marked under MDR) with a dedicated OPS code to accelerate reimbursement in Germany
Strategic and Financial Highlights
Restructured Anti-Dilutive Financial Terms: To diminish the dilutive event on GLMD’s existing shareholders, Galmed and Colospan agreed that in lieu of issuing $2.0 million in Galmed ordinary shares at closing, the cash payment shall be increased by $800K. The remaining balance has been structured as a transparent, risk-mitigated earnout capped at $2.0 million, commencing in Q3 2027. This single-digit percentage earnout on net sales revenues is tied to clear performance tiers: a 7% payout on net sales revenue over $5.0 million (Tier 1), escalating to 9% for net sales revenue over $12.0 million (Tier 2). In addition, the parties agreed to an acceleration of the earnout upon the earlier of a strategic transaction involving substantially all of the acquired business or related intellectual property of Colospan, or Galmed raising at least $17.5 million in aggregate gross proceeds through equity financings.
| ● | Galmed is laying the groundwork for a pan-European launch of CG-100, a less invasive intraluminal bypass device designed to protect colorectal anastomoses and reduce the need for diverting stomas. | |
| ● | CG-100 benefits from strong safety and efficacy clinical data based on 4 clinical trials conducted in Europe between 2014 and 2024. | |
| ● | In addition to generating top-line revenue already in 2026, “real-life” data from patients using CG-100 is planned to be submitted to the FDA to support Colospan’ s Pivotal study | |
| ● | Strategic Synergy: Establishing a unified GI platform by leveraging drug development expertise with medical device commercialization. |
RAMAT GAN, Israel, June 22, 2026 /PRNewswire/ — Galmed today announces that following a restructuring of the acquisition terms, it consummated the acquisition of Colospan a commercial-stage medical device company that has developed a clinically differentiated solution to one of colorectal surgery’s most pressing problems: anastomotic leak complications and the diverting stomas used to manage them.
As a result of the acquisition, Colospan became a wholly owned subsidiary of Galmed. The acquisition of Colospan gives Galmed a commercial-ready product in the EU/Israel (CE marked under MDR and AMAR approved in Israel) with a dedicated OPS code (5-46b.2) in Germany, potentially allowing Galmed to potentially generate top-line revenue faster than traditional drug pipelines.
To date, 97 patients have been treated with the CG-100 worldwide across four clinical trials in Europe, and Israel, (not including the US pivotal trial which is ongoing). Results of these trials demonstrated that 90% of patients treated with the CG-100 avoided stoma creation. No device migration was observed in any patient, and 100% patient tolerability was achieved. Safety data for CG-100 showed 0% mortality (compared to 1.3% in patients with Stoma), 3% anastomotic leak rate (compared to 6.3% in patients with stoma), and 3% device-related adverse events graded Clavien-Dindo 3–5 (compared to 22.1% in patients with stoma). None of the Colospan’s patients necessitated a permanent stoma as opposed to 23.5% in the patients with a temporary stoma.
Strategic Synergy
“By combining resources, Galmed plans to deliver a clinically compelling and economically meaningful tool to reshape the standard of care for colorectal resection patients worldwide,” said Allen Baharaff, Co-founder and Chief Executive Officer of Galmed. “The acquisition of Colospan aligns with our long-term strategic focus which remains the GI space. We strongly believe that CG-100 together with the advancement of our Ph 3 ready lead drug candidate, Aramchol, for GI related oncology indications will establish Galmed as a specialty GI medtech and biopharmaceutical platform”.
Mr. Baharaff continued: “While the original terms of the acquisition contained an immediate dilutive payment in ordinary shares of $2.0 million, in order to prevent the immediate dilutive impact on Galmed shareholders, we worked together with Colospan’s Board and lead investors to reach a preferred agreement: an additional cash payment of $800K (made possible by our solid cash balance of $15.6 million as of March 31, 2026) and a transparent, risk-mitigated earnout of $2.0 million on net sales, commencing in Q3 2027.”
ABOUT GALMED PHARMACEUTICALS LTD.
Galmed Pharmaceuticals Ltd. (NASDAQ: GLMD) is an Israel-based biopharmaceutical company headquartered in Ramat Gan, with a growing focus on gastrointestinal and oncological innovation. Galmed’s flagship asset, Aramchol, is a first-in-class synthetic fatty acid-bile acid conjugate molecule under evaluation across liver disease and oncological indications, including GI cancers. For more information, visit www.galmedpharma.com.
ABOUT COLOSPAN LTD.
Colospan Ltd. is a commercial-stage medical device company headquartered in Kfar Saba, Israel. Its flagship product, CG-100, is an intraluminal bypass device designed to protect colorectal anastomoses and reduce the need for diverting stomas, offering a less invasive alternative to standard surgical practice. CG-100 was granted FDA Breakthrough Device Designation, is CE marked under the EU Medical Device Regulation, and is approved for investigational use in the United States under an FDA approved IDE. The device is not approved for commercial use in the US. For more information, visit www.colospan.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to anticipated or expected events, activities, trends, or results as of the date they are made, including statements regarding the expected benefits of the acquisition. Forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from those expressed or implied.
Factors that could cause differences include, but are not limited to Galmed’s inability to recognize the anticipated benefits of the acquisition of Colospan; expectations with respect to future performance and growth of Colospan; Galmed and Colospan’s ability to execute their business plans and strategy and to receive regulatory approvals; potential litigation involving the parties; changes in domestic and foreign business, market, financial, political and legal conditions; market adoption and pricing barriers; intellectual property enforcement or infringement claims; manufacturing and supply chain constraints; intense industry competition; the ability to maintain listing on the Nasdaq Capital Market; geopolitical events, including the security situation in Israel; regulatory changes; access to additional financing; and other risks and uncertainties indicated from time to time in filings with the SEC by Galmed Additional risks relating to Colospan’s product and its strategy are detailed in a report on Form 6-K filed by Galmed with the SEC on June 8, 2026 and risks associated with Galmed are detailed in Galmed’s Annual Report on Form 20-F for the year ended December 31, 2025, filed with the SEC on March 31, 2026 under the heading “Risk Factors.” Galmed undertakes no obligation to publicly update or revise any forward-looking statements to reflect new information, change in expectations, subsequent events, or otherwise, except as required by law.
Investor and Media contact:
Guy Nehemya, +972-3-693-8448, investor.relations@galmedpharma.com