Galmed Pharmaceuticals Ltd 6-K, filed Jul 8, 2026

Galmed Pharmaceuticals Ltd. (EOCN)

6-K 2026-07-08 For: 2026-07-08

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Added on July 08, 2026

About this 6-K

Galmed Pharmaceuticals Ltd filed this 6-K on July 8, 2026.

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	As of			As of
	March 31,			December 31,
	2026			2025
Assets

Current assets
Cash and cash equivalents	$	1,600		$	3,985
Short-term deposits		6,080			7,146
Restricted Cash		125			124
Marketable debt securities		7,771			7,025
Other receivables		451			347
Total current assets		16,027			18,627

Total assets	$	16,027		$	18,627

Liabilities and stockholders’ equity

Current liabilities
Trade payables	$	1,724		$	2,003
Other payables		355			842
Total current liabilities		2,079			2,845

Stockholders’ equity
Ordinary shares par value NIS 1.80 per share; Authorized 900,000,000; Issued and outstanding: 6,599,654 shares as of March 31, 2026 and 6,581,390 shares as of December 31, 2025		3,418			3,408
Additional paid-in capital		223,601			223,455
Accumulated other comprehensive loss		(383	)		(303	)
Accumulated deficit		(212,688	)		(210,778	)
Total stockholders’ equity		13,948			15,782

Total liabilities and stockholders’ equity	$	16,027		$	18,627

	Three months ended
	March 31,
	2026			2025
Research and development expenses	$	1,360		$	634

General and administrative expenses		684			630

Total operating expenses		2,044			1,264

Financial income, net		(134	)		(160	)

Net loss	$	1,910		$	1,104

Basic and diluted net loss per share	$	0.29		$	0.62

Weighted-average number of shares outstanding used in computing basic and diluted net loss per share		6,591,445			1,799,695

	Three months ended
	March 31,
	2026		2025
Net loss	$	1,910	$	1,104
Other comprehensive loss:
Net unrealized loss (gain) on available for sale securities		80		(19	)
Comprehensive loss	$	1,990	$	1,085

								Accumulated
					Additional			other
	Ordinary shares				paid-in			Comprehensive			Accumulated
	Shares		Amount		capital			loss			Deficit			Total
Balance - December 31, 2025		6,581,390	$	3,408	$	223,455		$	(303	)	$	(210,778	)	$	15,782
Stock-based compensation		-		-		156			-			-			156
Exercise of RSU’s		18,264		10		(10	)		-			-			-
Unrealized loss from marketable debt securities		-		-		-			(80	)		-			(80	)
Net loss		-		-		-			-			(1,910	)		(1,910	)
Balance - March 31, 2026		6,599,654	$	3,418	$	223,601		$	(383	)	$	(212,688	)	$	13,948

								Accumulated
					Additional			other
	Ordinary shares				paid-in			Comprehensive			Accumulated
	Shares		Amount		capital			loss			Deficit			Total
Balance - December 31, 2024		1,664,884		742		216,470			(416	)		(200,469	)		16,327
Stock based compensation		-		-		101			-			-			101
Exercise of RSU’s		18,263		9		(9	)		-			-			-
Issuance of ordinary shares in relation to SEPA (*)		25,000		12		67			-			-			79
Issuance of SEPA commitment shares (*)		7,891		4		12			-			-			16
Issuance of ordinary shares in relation to ATM (**)		541,996		262		1,177			-			-			1,439
Unrealized gain from marketable debt securities		-		-		-			19			-			19
Net loss		-		-		-			-			(1,104	)		(1,104	)
Balance - March 31, 2025		2,258,034		1,029		217,818			(397	)		(201,573	)		16,877

	Three months ended March 31,
	2026			2025
Cash flow from operating activities

Net loss	$	(1,910	)	$	(1,104	)

Adjustments required to reconcile net loss to net cash used in operating activities
Stock-based compensation expense		156			101
Amortization of discount on marketable debt securities		9			34
Interest income from short-term deposits		(34	)		(48	)
Loss (gain) on sale of marketable debt securities		113			(19	)
Interest income from loan to associate		-			(10	)
Finance expenses related to SEPA (*)		-			20
Changes in operating assets and liabilities:
Decrease )increase) in other receivables		(104	)		225
Decrease in trade payables		(279	)		-
Decrease in other payables		(487	)		(366	)
Net cash used in operating activities		(2,536	)		(1,167

Cash flow from investing activities
Investment in marketable debt securities		(1,567	)		(1,032	)
Investment in short term deposits		1,100			-
Realization of marketable debt securities		619			801
Net cash provided by (used in) investing activities		152			(231	)

Cash flow from financing activities
Proceeds from the issuance of ordinary shares in relation to ATM (**)		-			1,439
Proceeds from the issuance of ordinary shares in relation to SEPA (*)		-			75
Net cash provided by financing activities		-			1,514

Increase (decrease) in cash and cash equivalents and restricted cash		(2,384	)		116
Cash and cash equivalents and restricted cash at the beginning of the period		4,109			4,773
Cash and cash equivalents and restricted cash at the end of the period	$	1,725		$	4,889

Supplemental disclosure of cash flow information:
Cash received from interest	$	275		$	171

	1.	Regarding additional ordinary shares issued under the SEPA subsequent to March 31, 2026, see Note 3.2 above.

	2.	On June 8, 2026, 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 share capital 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 purchased 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 occurred on June 22, 2026 (the “Acquisition”), which resulted in Colospan becoming a wholly-owned subsidiary of the Company.

		As consideration for the sale of all of the issued and outstanding share capital of Colospan, the Company paid the Colospan shareholders (“Selling Shareholders”) and certain SAFE investors (i) an aggregate amount of $3,300,000 in cash, which was allocated among the Selling Shareholders and the 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 agreed to cancel, terminate, and extinguish any outstanding stock options and warrants at closing without any right to receive any consideration.

	●	our ability to pursue, evaluate and complete any strategic alternative that yields value for our shareholders;

	●	the development and approval of the use of Aramchol or any other product candidate for indications outside of non-alcoholic steatohepatitis, or NASH, also known as metabolic dysfunction-associated steatohepatitis, or MASH, and fibrosis or in combination therapy;

	●	our history of recurring losses and negative cash flows from operating activities, significant future commitments and the uncertainty regarding the adequacy of our liquidity to pursue our complete business objectives, and substantial doubt regarding our ability to continue as a going concern;

	●	the timing and cost of any pre-clinical or clinical trials of Aramchol or any other product candidate we develop;

	●	completion and receiving favorable results of any pre-clinical or clinical trial;

	●	regulatory action with respect to Aramchol or any other product candidate by the U.S. Food and Drug Administration, or the FDA, or the European Medicines Authority, or EMA, including but not limited to acceptance of an application for marketing authorization, review and approval of such application, and, if approved, the scope of the approved indication and labeling;

	●	the commercial launch and future sales of Aramchol and any future product candidates;

	●	our ability to comply with all applicable post-market regulatory requirements for Aramchol, or any other product candidate in the countries in which we seek to market the product;

	●	our ability to recognize the anticipated benefits of the acquisition of Colospan Ltd., or Colospan;

	●	expectations with respect to future performance and growth of Colospan

	●	Galmed’s and Colospan’s ability to execute our business plans and strategy and to receive regulatory approvals;

	●	our ability to achieve favorable pricing for Aramchol, or any other product candidate;

	●	third-party payor reimbursement for Aramchol, or any other product candidate;

	●	our estimates regarding anticipated capital requirements and our needs for additional financing;

	●	market adoption of Aramchol or any other product candidate by physicians and patients;

	●	the timing, cost or other aspects of the commercial launch of Aramchol or any other product candidate;

	●	our ability to obtain and maintain adequate protection of our intellectual property;

	●	the possibility that we may face third-party claims of intellectual property infringement;

	●	our ability to manufacture our product candidates in commercial quantities, at an adequate quality or at an acceptable cost;

	●	our ability to establish adequate sales, marketing and distribution channels;

	●	intense competition in our industry, with competitors having substantially greater financial, technological, research and development, regulatory and clinical, manufacturing, marketing and sales, distribution and personnel resources than we do;

	●	our expectations regarding licensing, acquisitions and strategic operations;

	●	current or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk;

	●	our ability to maintain the listing of our ordinary shares on The Nasdaq Capital Market;

	●	security, political and economic instability in the Middle East that could harm our business, including due to the current security situation in Israel; and

	●	those factors referred to in “Item 3.D. Risk Factors,” “Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2025 filed with the SEC on March 31, 2026.

	●	the outcome of an evaluation of potential strategic alternatives;

	●	the progress and costs of our pre-clinical studies, clinical trials and other research and development activities;

	●	the regulatory pathway of Aramchol any other product candidate;

	●	the scope, prioritization and number of our clinical trials and other collaboration research and development programs;

	●	the amount of revenues and contributions we receive under future licensing, development and commercialization arrangements with respect to Aramchol or any other product candidate;

	●	the costs of the development and expansion of our operational infrastructure;

	●	the costs and timing of obtaining regulatory approval for Aramchol or any other product candidate;

	●	the successful integration of Colospan and the costs associated with its operations;

	●	the continued research, development, regulatory advancement, clinical validation and commercialization of Colospan’s product candidates and technologies;

	●	the expansion of Colospan’s manufacturing capabilities, commercial infrastructure, strategic partnerships and market adoption efforts;

	●	the ability of us, or our collaborators, to achieve development milestones, marketing approval and other events or developments under our potential future licensing agreements;

	●	the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights;

	●	the costs and timing of securing manufacturing arrangements for clinical or commercial production;

	●	the costs of contracting with third parties to provide sales and marketing capabilities for us;

	●	the costs of acquiring or undertaking development and commercialization efforts for any future products, product candidates or platforms;

	●	the magnitude of our general and administrative expenses;

	●	any cost that we may incur under future in- and out-licensing arrangements relating to Aramchol or any other product candidate;

	●	market conditions;

	●	our ability to maintain the listing of our ordinary shares on The Nasdaq Capital Market;

	●	our ability to identify, evaluate and complete any strategic alternative that yields value for our shareholders; and

	●	the impact of the security situation in Israel, which may exacerbate the magnitude of the factors discussed above.

	Galmed Pharmaceuticals Ltd.

Date: July 8, 2026	By:	/s/ Allen Baharaff
		Allen Baharaff
		President and Chief Executive Officer