[SCHEDULE 13G/A] Galmed Pharmaceuticals Ltd. SEC Filing

Rhea-AI Filing Summary

CVI Investments, Inc. and Heights Capital Management, Inc. disclosed a beneficial position in Galmed Pharmaceuticals Ltd. consisting of 173,333 ordinary shares, equal to 7.1% of the class based on 2,258,034 shares outstanding as reported by the company as of March 31, 2025. The reported position represents shares issuable upon exercise of warrants, and the warrants include an exercise limitation that prevents exercises that would push ownership above 9.99%. Heights Capital serves as investment manager to CVI and may have shared voting and dispositive power over the reported shares; both reporting persons disclaim beneficial ownership except for their pecuniary interest.

Positive

• Material disclosure of ownership: Reporting Persons state beneficial ownership of 173,333 shares, representing 7.1% of the class.
• Position via warrants: The reported shares are issuable upon exercise of warrants, making the nature of the economic exposure explicit.
• Exercise limitation disclosed: Warrants include a restriction preventing exercises that would increase ownership above 9.99%, limiting immediate dilution or control shifts.
• Clear manager relationship: Filing states Heights Capital is investment manager to CVI, clarifying shared voting and dispositive arrangements.

Negative

• None.

Insights

Financial Analyst

TL;DR: A material 7.1% economic position is disclosed via warrants; no control intent is claimed.

The filing reports an economically meaningful stake of 173,333 shares, representing 7.1% of Galmed's outstanding ordinary shares based on the issuer's 2,258,034-share count. Because the position is through warrants and includes a 9.99% exercise cap, the immediate dilutive impact is constrained. The disclosure clarifies voting and dispositive arrangements: Heights Capital is the investment manager and may exercise shared voting/dispositive power for CVI, while both entities disclaim beneficial ownership except for pecuniary interest. For investors, this is a clear, material ownership disclosure without an expressed intent to change control.

Corporate Governance Expert

TL;DR: Material stake disclosed with governance role noted; no takeover signal or control change asserted.

The Schedule 13G/A shows a >5% position reported jointly by CVI and its investment manager, Heights Capital, indicating a significant economic interest in Galmed. The report explicitly states shared voting and dispositive power and a disclaimer of beneficial ownership beyond pecuniary interest, which signals the parties intend a passive posture consistent with Schedule 13G filing criteria. The presence of a 9.99% anti-exercise threshold for the warrants reduces the prospect of an immediate controlling accumulation. This filing is governance-relevant but does not allege active control or a governance campaign.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Galmed Pharmaceuticals Ltd.

(Name of Issuer)

Ordinary Shares, NIS 1.80 par value per share

(Title of Class of Securities)

M47238148

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. M47238148

1

Names of Reporting Persons

CVI Investments, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 173,333.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 173,333.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

173,333.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.1 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.

SCHEDULE 13G

CUSIP No. M47238148

1

Names of Reporting Persons

Heights Capital Management, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 173,333.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 173,333.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

173,333.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.1 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Galmed Pharmaceuticals Ltd.
(b)	Address of issuer's principal executive offices: c/o Meitar Law Offices Abba Hillel Silver Rd., Ramat Gan, 5250608 Israel
Item 2.
(a)	Name of person filing: This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons," with respect to the ordinary shares of Galmed Pharmaceuticals Ltd. (the "Company"), NIS 1.80 par value per share (the "Shares"). (i) CVI Investments, Inc. (ii) Heights Capital Management, Inc.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of CVI Investments, Inc. is: P.O. Box 309GT Ugland House South Church Street George Town Grand Cayman KY1-1104 Cayman Islands The address of the principal business office of Heights Capital Management, Inc. is: 101 California Street, Suite 3250 San Francisco, California 94111
(c)	Citizenship: Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)	Title of class of securities: Ordinary Shares, NIS 1.80 par value per share
(e)	CUSIP No.: M47238148
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by this Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The number of Shares reported as beneficially owned consists of Shares issuable upon the exercise of warrants to purchase Shares (the "Warrants"). The Warrants are not exercisable to the extent that the total number of Shares then beneficially owned by a Reporting Person and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with such Reporting Person for purposes of Section 13(d) of the Exchange Act, would exceed 9.99%. The Company's Report of Foreign Private Issuer on Form 6-K, filed on May 22, 2025, indicates there were 2,258,034 Shares outstanding as of March 31, 2025.
(b)	Percent of class: 7.1 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
	(ii) Shared power to vote or to direct the vote: The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
	(iii) Sole power to dispose or to direct the disposition of: The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
	(iv) Shared power to dispose or to direct the disposition of: The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

CVI Investments, Inc.

Signature:	/s/ Sarah Travis
Name/Title:	Sarah Travis, Assistant General Counsel and Assistant Secretary of Heights Capital Management, Inc.
Date:	08/12/2025

Heights Capital Management, Inc.

Signature:	/s/ Sarah Travis
Name/Title:	Sarah Travis, Assistant General Counsel and Assistant Secretary
Date:	08/12/2025

Comments accompanying signature: Heights Capital Management, Inc. serves as authorized agent of CVI Investments, Inc. pursuant to a Limited Power of Attorney, a copy of which was previously filed.

Exhibit Information

EXHIBIT INDEX EXHIBIT DESCRIPTION ________ ________ I Limited Power of Attorney* II Joint Filing Agreement* * Previously filed

FAQ

Who filed the Schedule 13G/A for Galmed (GLMD)?

The filing was made by CVI Investments, Inc. and Heights Capital Management, Inc. as the Reporting Persons.

How many Galmed (GLMD) shares are reported and what percent of the class do they represent?

The Reporting Persons report beneficial ownership of 173,333 shares, equal to 7.1% of the class based on 2,258,034 shares outstanding as of March 31, 2025.

Are the reported shares common stock or from warrants for GLMD?

The filing states the reported position consists of shares issuable upon exercise of warrants to purchase Galmed ordinary shares.

Does the filing indicate voting or dispositive power over the shares?

Yes. The filing reports shared voting power and shared dispositive power of 173,333 shares, and notes Heights Capital may exercise such powers as investment manager to CVI.

Is there any restriction on exercising the warrants for GLMD shares?

Yes. The warrants are not exercisable to the extent that exercise would cause the holder and affiliates to exceed 9.99% ownership of the class.

Do the Reporting Persons claim intent to influence control of Galmed (GLMD)?

No. The certification states the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.