[SCHEDULE 13G/A] Tower Semiconductor Ltd SEC Filing

Rhea-AI Filing Summary

On 5 Aug 2025 MEI Pharma (MEIP) filed an 8-K disclosing that it has invested the full proceeds of its 17 Jul 2025 PIPE into cryptocurrency. Between 30 Jul and 4 Aug the company purchased 929,548 Litecoin (LTC) at an average price of $107.58, deploying roughly $100 million of cash.

This move makes MEI Pharma the first U.S. Nasdaq-listed issuer to adopt Litecoin as its primary reserve asset and signals a treasury strategy pivot toward digital-asset infrastructure and "long-term capital innovation." The purchases were executed with Titan Partners Group as placement agent. No revenue, earnings or drug-development updates accompanied the announcement.

The disclosure is furnished under Reg FD (Item 7.01) and therefore is not deemed "filed" for Exchange Act liability. Investors should weigh potential upside from crypto appreciation against volatility, treasury concentration risk and the strategic departure from MEI’s core oncology focus.

Positive

• First U.S. Nasdaq-listed company to adopt Litecoin may enhance visibility and attract crypto-focused investors.
• Immediate deployment of PIPE proceeds could generate significant treasury gains if LTC appreciates.

Negative

• 100% concentration of recent capital raise in a single, highly volatile digital asset increases balance-sheet risk.
• Divergence from core oncology strategy may dilute focus and raise questions about capital allocation discipline.
• No stated hedging or risk-management framework for cryptocurrency exposure disclosed.

Insights

Financial Analyst

TL;DR: MEIP converts ~$100 M PIPE proceeds into Litecoin, adding upside potential but introducing significant treasury volatility risk.

Materiality: High—represents entire recent capital raise.
Positives: Immediate deployment may earn outsized returns if LTC appreciates and could attract digital-asset investors.
Concerns: 100% concentration in a single, highly volatile crypto asset increases financial-statement risk and could divert focus from pipeline funding needs. Lacks disclosure of hedging or risk-management framework. Strategic credibility will depend on future reporting transparency and crypto market performance.

Risk Analyst

TL;DR: Full treasury shift into Litecoin materially elevates market, liquidity and compliance risk for MEIP.

Crypto holdings are marked-to-market; a 30% LTC drawdown would erase ~$30 M of cash, impairing R&D runway. Volatility could trigger covenant or Nasdaq listing concerns. Lack of custodial, audit and impairment details raises operational risk. Being first mover in LTC treasury strategy may invite regulatory scrutiny. Overall risk profile has worsened without offsetting operating benefits.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

Tower Semiconductor Ltd

(Name of Issuer)

Ordinary Shares, par value NIS 15.00 per share

(Title of Class of Securities)

M87915274

(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. M87915274

1

Names of Reporting Persons

Harel Insurance Investments & Financial Services Ltd

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 5,422,426.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,454,892.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,454,892.00

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)

4.9 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: With regard to Rows (6), (8) and (9), please see Item 4. Row (11) is based on 111,845,587 Ordinary Shares issued and outstanding as of May 31, 2025 (as reported by the Issuer in Exhibit 99.1 to its Report on Form 6-K filed with the Securities and Exchange Commission on June 12, 2025).

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Tower Semiconductor Ltd
(b)	Address of issuer's principal executive offices: Ramat Gavriel Industrial Park, P.O. Box 619, Migdal Haemek, Israel, 23105
Item 2.
(a)	Name of person filing: Harel Insurance Investments & Financial Services Ltd.
(b)	Address or principal business office or, if none, residence: 3 Aba Hillel Street, Ramat Gan 52118, Israel
(c)	Citizenship: Israel
(d)	Title of class of securities: Ordinary Shares, par value NIS 15.00 per share
(e)	CUSIP No.: M87915274
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: Of the 5,454,892 Ordinary Shares reported in this Statement as beneficially owned by the Reporting Person, (i) 5,341,589 Ordinary Shares are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by subsidiaries of the Reporting Person, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, (ii) 32,466 Ordinary Shares are held by third-party client accounts managed by a subsidiary of the Reporting Person as portfolio managers, which subsidiary operates under independent management and makes independent investment decisions and has no voting power in the securities held in such client accounts, and (iii) 80,837 Ordinary Shares are beneficially held for its own account. Consequently, this Statement shall not be construed as an admission by the Reporting Person that it is the beneficial owner of more than 80,837 Ordinary Shares covered by this Statement.
(b)	Percent of class: See Row (11) of the cover page of the Reporting Person above.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote:
	(ii) Shared power to vote or to direct the vote: See Row (6) of the cover page of the Reporting Person above and note in Item 4 above.
	(iii) Sole power to dispose or to direct the disposition of:
	(iv) Shared power to dispose or to direct the disposition of: See Row (8) of the cover page of the Reporting Person above and note in Item 4 above.
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:

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.

Harel Insurance Investments & Financial Services Ltd

Signature:	/s/ Alon Kaufman
Name/Title:	Alon Kaufman/Vice President
Date:	08/05/2025

FAQ

How much Litecoin did MEI Pharma (MEIP) acquire?

The company purchased 929,548 LTC tokens between July 30 and August 4 2025.

What was the average purchase price of the Litecoin tokens?

MEI Pharma paid an average price of $107.58 per LTC.

How did MEI Pharma fund the Litecoin acquisition?

All funds came from net proceeds of the July 17 2025 PIPE offering arranged by Titan Partners Group.

Why is this 8-K filing significant for investors?

It reveals a complete shift of recent cash into cryptocurrency, materially altering MEIP's treasury risk profile.

Is MEI Pharma the first public company to hold Litecoin as a reserve asset?

Yes. According to the filing, MEIP is the first U.S. listed public company to adopt Litecoin as its primary reserve asset.

Does the filing impact MEI Pharma's financial statements?

The information is furnished under Item 7.01 (Reg FD); it is not deemed “filed” for Section 18 liability but the holdings will affect future balance sheets.

What are the risks of holding Litecoin on the balance sheet?

LTC’s price volatility could cause rapid swings in cash value, potential impairments and heightened regulatory or compliance scrutiny.