Regentis Biomaterials Ltd. reported that a group of related investors led by Dr. Ehud Geller holds a significant stake in its Ordinary Shares. The Reporting Persons collectively beneficially own 1,332,867 Ordinary Shares, representing 23.2% of the class as of the measurement date.
This ownership figure includes 465,533 options exercisable into 465,533 Ordinary Shares and 92,821 warrants exercisable into 92,821 Ordinary Shares that are currently exercisable or will become exercisable within 60 days after December 31, 2025. The percentage is based on 5,179,378 Ordinary Shares outstanding as of February 20, 2026, plus the shares underlying these options and warrants.
The group, which includes several Medica III and Poalim Medica limited partnerships in Israel and the Cayman Islands, reports zero sole voting or dispositive power and shared voting and dispositive power over all 1,332,867 shares.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
REGENTIS BIOMATERIALS LTD.
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
M8211G108
(CUSIP Number)
12/31/2025
(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.
M8211G108
1
Names of Reporting Persons
Dr. Ehud Geller
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
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,332,867.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,332,867.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,332,867.00
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)
23.2 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) Includes 465,533 options ("Options") exercisable into 465,533 Ordinary shares and (viii) 92,821 warrants ("Warrants") exercisable into 92,821 Ordinary shares that are currently exercisable or will be exercisable within 60 days after December 31, 2025.
(2) This amount of shares and percentage relates to all the Reporting Persons and is based on 5,179,378 Ordinary Shares of the Issuer's issued and outstanding as of February 20, 2026, which number was provided to the Reporting Person by the Issuer, plus the 465,533 Ordinary Shares of the Issuer issuable upon the exercise of the Options and the 92,821 Ordinary Shares of the Issuer issuable upon the exercise of the Warrants.
SCHEDULE 13G
CUSIP No.
M8211G108
1
Names of Reporting Persons
Medica III Investments (International) L.P.
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
1,332,867.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,332,867.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,332,867.00
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)
23.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) Includes 465,533 options ("Options") exercisable into 465,533 Ordinary shares and (viii) 92,821 warrants ("Warrants") exercisable into 92,821 Ordinary shares that are currently exercisable or will be exercisable within 60 days after December 31, 2025.
(2) This amount of shares and percentage relates to all the Reporting Persons and is based on 5,179,378 Ordinary Shares of the Issuer's issued and outstanding as of February 20, 2026, which number was provided to the Reporting Person by the Issuer, plus the 465,533 Ordinary Shares of the Issuer issuable upon the exercise of the Options and the 92,821 Ordinary Shares of the Issuer issuable upon the exercise of the Warrants.
SCHEDULE 13G
CUSIP No.
M8211G108
1
Names of Reporting Persons
Medica III Investments (Israel) L.P.
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
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,332,867.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,332,867.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,332,867.00
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)
23.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) Includes 465,533 options ("Options") exercisable into 465,533 Ordinary shares and (viii) 92,821 warrants ("Warrants") exercisable into 92,821 Ordinary shares that are currently exercisable or will be exercisable within 60 days after December 31, 2025.
(2) This amount of shares and percentage relates to all the Reporting Persons and is based on 5,179,378 Ordinary Shares of the Issuer's issued and outstanding as of February 20, 2026, which number was provided to the Reporting Person by the Issuer, plus the 465,533 Ordinary Shares of the Issuer issuable upon the exercise of the Options and the 92,821 Ordinary Shares of the Issuer issuable upon the exercise of the Warrants.
SCHEDULE 13G
CUSIP No.
M8211G108
1
Names of Reporting Persons
Medica III Investments (S.F.) L.P.
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
1,332,867.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,332,867.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,332,867.00
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)
23.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) Includes 465,533 options ("Options") exercisable into 465,533 Ordinary shares and (viii) 92,821 warrants ("Warrants") exercisable into 92,821 Ordinary shares that are currently exercisable or will be exercisable within 60 days after December 31, 2025.
(2) This amount of shares and percentage relates to all the Reporting Persons and is based on 5,179,378 Ordinary Shares of the Issuer's issued and outstanding as of February 20, 2026, which number was provided to the Reporting Person by the Issuer, plus the 465,533 Ordinary Shares of the Issuer issuable upon the exercise of the Options and the 92,821 Ordinary Shares of the Issuer issuable upon the exercise of the Warrants.
SCHEDULE 13G
CUSIP No.
M8211G108
1
Names of Reporting Persons
Medica III Investments (P.F.) L.P.
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
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,332,867.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,332,867.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,332,867.00
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)
23.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) Includes 465,533 options ("Options") exercisable into 465,533 Ordinary shares and (viii) 92,821 warrants ("Warrants") exercisable into 92,821 Ordinary shares that are currently exercisable or will be exercisable within 60 days after December 31, 2025.
(2) This amount of shares and percentage relates to all the Reporting Persons and is based on 5,179,378 Ordinary Shares of the Issuer's issued and outstanding as of February 20, 2026, which number was provided to the Reporting Person by the Issuer, plus the 465,533 Ordinary Shares of the Issuer issuable upon the exercise of the Options and the 92,821 Ordinary Shares of the Issuer issuable upon the exercise of the Warrants.
SCHEDULE 13G
CUSIP No.
M8211G108
1
Names of Reporting Persons
Medica III Investments Israel (B) L.P.
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
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,332,867.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,332,867.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,332,867.00
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)
23.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) Includes 465,533 options ("Options") exercisable into 465,533 Ordinary shares and (viii) 92,821 warrants ("Warrants") exercisable into 92,821 Ordinary shares that are currently exercisable or will be exercisable within 60 days after December 31, 2025.
(2) This amount of shares and percentage relates to all the Reporting Persons and is based on 5,179,378 Ordinary Shares of the Issuer's issued and outstanding as of February 20, 2026, which number was provided to the Reporting Person by the Issuer, plus the 465,533 Ordinary Shares of the Issuer issuable upon the exercise of the Options and the 92,821 Ordinary Shares of the Issuer issuable upon the exercise of the Warrants.
SCHEDULE 13G
CUSIP No.
M8211G108
1
Names of Reporting Persons
Poalim Medica III Investments L.P.
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
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,332,867.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,332,867.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,332,867.00
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)
23.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) Includes 465,533 options ("Options") exercisable into 465,533 Ordinary shares and (viii) 92,821 warrants ("Warrants") exercisable into 92,821 Ordinary shares that are currently exercisable or will be exercisable within 60 days after December 31, 2025.
(2) This amount of shares and percentage relates to all the Reporting Persons and is based on 5,179,378 Ordinary Shares of the Issuer's issued and outstanding as of February 20, 2026, which number was provided to the Reporting Person by the Issuer, plus the 465,533 Ordinary Shares of the Issuer issuable upon the exercise of the Options and the 92,821 Ordinary Shares of the Issuer issuable upon the exercise of the Warrants.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
REGENTIS BIOMATERIALS LTD.
(b)
Address of issuer's principal executive offices:
60 Medinat Hayehudim, 4676652, Israel.
Item 2.
(a)
Name of person filing:
The following entities and individual, listed below, who are filing this Statement of Beneficial Ownership on Schedule 13G (this "Statement"), are referred to herein collectively as the "Reporting Persons":
1. Ehud Geller, an Israeli Citizen;
2. Medica III Investments (International) L.P. a Cayman Islands limited Partnership;
3. Medica III Investments (Israel) L.P. an Israeli limited partnership;
4. Medica III Investments (S.F.) L.P. a Cayman Islands limited partnership;
5. Medica III Investments (P.F.) L.P. an Israeli limited partnership;
6. Medica III Investments (Israel) (B) L.P. an Israeli limited partnership; and
7. Poalim Medica III Investments L.P. an Israeli limited partnership.
(b)
Address or principal business office or, if none, residence:
The principal business address of the Reporting Persons is 60C Medinat Hayehudim, Herzliya, 4676670, Israel.
(c)
Citizenship:
Each of the entities or persons identified in Item 2(a) above is a corporation, limited partnership or individual organized under the laws of the jurisdiction, or is a citizen of the jurisdiction, as applicable, set forth opposite such entity's or person's name.
(d)
Title of class of securities:
Ordinary Shares, no par value
(e)
CUSIP No.:
M8211G108
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:
Dr. Ehud Geller 1,332,867.00 Ordinary Shares
Medica III Investments (International) L.P. 1,332,867.00 Ordinary Shares
Medica III Investments (Israel) L.P. 1,332,867.00 Ordinary Shares
Medica III Investments (S.F.) L.P. 1,332,867.00 Ordinary Shares
Medica III Investments (P.F.) L.P. 1,332,867.00 Ordinary Shares
Medica III Investments Israel (B) L.P. 1,332,867.00 Ordinary Shares
Poalim Medica III Investments L.P. 1,332,867.00 Ordinary Shares
(b)
Percent of class:
Dr. Ehud Geller 23.2%*
Medica III Investments (International) L.P. 23.2%*
Medica III Investments (Israel) L.P. 23.2%*
Medica III Investments (S.F.) L.P. 23.2%*
Medica III Investments (P.F.) L.P. 23.2%*
Medica III Investments Israel (B) L.P. 23.2%*
Poalim Medica III Investments L.P. 23.2%*
* This amount of shares and percentage relates to all the Reporting Persons and is based on 5,179,378 Ordinary Shares of the Issuer's issued and outstanding as of February 20, 2026, which number was provided to the Reporting Person by the Issuer, plus the 465,533 Ordinary Shares of the Issuer issuable upon the exercise of the Options and the 92,821 Ordinary Shares of the Issuer issuable upon the exercise of the Warrants.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Dr. Ehud Geller 0
Medica III Investments (International) L.P. 0
Medica III Investments (Israel) L.P. 0
Medica III Investments (S.F.) L.P. 0
Medica III Investments (P.F.) L.P. 0
Medica III Investments Israel (B) L.P. 0
Poalim Medica III Investments L.P. 0
(ii) Shared power to vote or to direct the vote:
Dr. Ehud Geller 1,332,867
Medica III Investments (International) L.P. 1,332,867
Medica III Investments (Israel) L.P. 1,332,867
Medica III Investments (S.F.) L.P. 1,332,867
Medica III Investments (P.F.) L.P. 1,332,867
Medica III Investments Israel (B) L.P. 1,332,867
Poalim Medica III Investments L.P. 1,332,867
(iii) Sole power to dispose or to direct the disposition of:
Dr. Ehud Geller 0
Medica III Investments (International) L.P. 0
Medica III Investments (Israel) L.P. 0
Medica III Investments (S.F.) L.P. 0
Medica III Investments (P.F.) L.P. 0
Medica III Investments Israel (B) L.P. 0
Poalim Medica III Investments L.P. 0
(iv) Shared power to dispose or to direct the disposition of:
Dr. Ehud Geller 1,332,867
Medica III Investments (International) L.P. 1,332,867
Medica III Investments (Israel) L.P. 1,332,867
Medica III Investments (S.F.) L.P. 1,332,867
Medica III Investments (P.F.) L.P. 1,332,867
Medica III Investments Israel (B) L.P. 1,332,867
Poalim Medica III Investments L.P. 1,332,867
Item 5.
Ownership of 5 Percent or Less of a Class.
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:
Not Applicable
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.
What ownership stake in RGNT does Dr. Ehud Geller and his group report?
Dr. Ehud Geller and affiliated Medica III and Poalim Medica partnerships report beneficial ownership of 1,332,867 Ordinary Shares of Regentis Biomaterials, equal to 23.2% of the class. This reflects both currently held shares and certain exercisable options and warrants included in the calculation.
How is the 23.2% beneficial ownership in RGNT calculated?
The 23.2% ownership is based on 5,179,378 Regentis Ordinary Shares outstanding as of February 20, 2026, plus 465,533 shares issuable upon option exercise and 92,821 shares issuable upon warrant exercise that are currently or soon exercisable, all attributed to the Reporting Persons.
Which entities are included as Reporting Persons in this RGNT Schedule 13G?
The Reporting Persons are Dr. Ehud Geller and six affiliated funds: Medica III Investments (International) L.P., Medica III Investments (Israel) L.P., Medica III Investments (S.F.) L.P., Medica III Investments (P.F.) L.P., Medica III Investments Israel (B) L.P., and Poalim Medica III Investments L.P.
Do the RGNT Reporting Persons have sole or shared voting power over their shares?
Each Reporting Person reports zero sole voting power and 1,332,867 shares of shared voting power. The same figures apply to dispositive power, indicating decisions to vote or dispose are made on a shared basis across the reporting group.
What role do options and warrants play in the RGNT beneficial ownership figure?
The reported holdings include 465,533 options and 92,821 warrants, each exercisable into an equal number of Ordinary Shares. These securities are currently exercisable or become exercisable within 60 days after December 31, 2025, and are counted in the ownership total.
What is the event date that triggered this RGNT Schedule 13G filing?
The Schedule 13G is tied to an event date of December 31, 2025. Beneficial ownership and exercisability of options and warrants are assessed relative to this date, with the percentage also referencing shares outstanding as of February 20, 2026.
