Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 10)*
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Galmed Pharmaceuticals Ltd. (Name of Issuer) |
Ordinary shares, NIS 1.80 par value per share (Title of Class of Securities) |
M47238148 (CUSIP Number) |
12/31/2024 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | M47238148 |
| 1 | Names of Reporting Persons
Allen Baharaff | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
44,128.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
2.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Includes (i) 17,778 ordinary shares beneficially owned by the Reporting Person, (ii) 16,081 ordinary shares of the Issuer issuable upon the exercise options and RSU's that are currently exercisable or will be exercisable within 60 days after December 31, 2024 (the "Options") and (iii) 10,269 ordinary shares of the Issuer that were previously held by G. Yarom Medical Research Ltd. that were distributed to the Reporting Person and held by the Reporting Person as of December 31, 2024. On September 30, 2024, G. Yarom Medical Research Ltd. voluntarily dissolved and wound up its operations and distributed its assets on a pro rata basis to its members. Mr. Allen Baharaff served as the controlling shareholder and chairman of the board of directors of G. Yarom Medical Research Ltd. prior to its dissolution. The number of ordinary shares beneficially owned by the Reporting Person reflects the one-for-twelve reverse share split of the Issuer's Ordinary Shares, made effective August 29, 2024. Based on 1,664,883 ordinary shares of the Issuer issued and outstanding as of December 31, 2024, plus the 16,081 ordinary shares of the Issuer issuable upon the exercise of Options and RSU's, which amounts were provided to the Reporting Person by the Issuer.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Galmed Pharmaceuticals Ltd. | |
| (b) | Address of issuer's principal executive offices:
c/o Meitar Law Offices, 16 Abba Hillel Silver Rd., Ramat Gan, IL, 5250608 | |
| Item 2. | ||
| (a) | Name of person filing:
Mr. Allen Baharaff | |
| (b) | Address or principal business office or, if none, residence:
c/o Meitar Law Offices, 16 Abba Hillel Silver Rd., Ramat Gan 5250608 Israel | |
| (c) | Citizenship:
Israel | |
| (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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
44,182 | |
| (b) | Percent of class:
2.6% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
44,182 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
44,182 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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