Registration No. 333-227441
As filed with the Securities and Exchange Commission on October 29, 2018
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GALMED PHARMACEUTICALS LTD.
(Exact name of registrant as specified in its charter)
| Israel | Not Applicable |
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) |
| incorporation or organization) | |
|
Galmed Pharmaceuticals Ltd. 16 Tiomkin Street, Tel Aviv, Israel 6578317 Tel: (+972) (3) 693-8448
| |
| (Address of Principal Executive Offices)(Zip Code) | |
2013 Incentive Share Option Plan
(Full title of the plan)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19715
(302) 738-6680
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
With a copy to:
|
Shachar Hadar Meitar Liquornik Geva Leshem Tal 16 Abba Hillel Silver Rd. Ramat Gan 52506, Israel Tel: +972-3-610-3100 |
Gary Emmanuel, Esq. McDermott Will & Emery LLP Tel: (212) 547-5400
|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer o | Accelerated filer x | |
| Non-accelerated filer o |
Smaller reporting company o Emerging growth company x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (the “Registration Statement”) is being filed solely for the purpose of refiling Exhibits 5.1 and 23.2 thereto to amend a typographical error. No other changes have been made to the Form S-8, and this Registration Statement is not intended to amend or delete any part of the Form S-8, except as specifically noted herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
The Exhibits to this Registration Statement on Form S-8 are listed in the Exhibit Index attached hereto and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tel Aviv, Israel on this 29th day of October, 2018.
| GALMED PHARMACEUTICALS LTD. By: /s/ Allen Baharaff ____________ Name: Allen Baharaff Title: President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended this registration statement has been signed by the following persons in the capacities and on the dates indicated:
| Signatures | Title | Date |
|
/s/ Allen Baharaff Allen Baharaff |
President and Chief Executive Officer (Principal Executive Officer) |
October 29, 2018 | |
|
/s/ Yohai Stenzler Yohai Stenzler |
Chief Financial Officer (Principal Financial and Accounting Officer) |
October 29, 2018 | |
| * | Chairman of the Board | October 29, 2018 | |
| Chaim Hurvitz | |||
| * | Director | October 29, 2018 | |
| Shmuel Nir | |||
| * | Director | October 29, 2018 | |
| Tali Yaron-Eldar | |||
| * | Director | October 29, 2018 | |
| David Sidransky, M.D. | |||
| * | Director | October 29, 2018 | |
| William Marth | |||
| * | Director | October 29, 2018 | |
| Prof. Ran Oren | |||
| * | Director | October 29, 2018 | |
| Carol L. Brosgart, M.D. |
| * By: | /s/ Allen Baharaff |
Allen Baharaff, Attorney-in-Fact
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Galmed Pharmaceuticals Ltd. has signed this Registration Statement on this 29th day of October, 2018.
|
Puglisi & Associates
Name: Donald J. Puglisi Title: Authorized Representative
|
EXHIBIT INDEX
* Filed herewith
** Previously filed