Statement of Ownership (sc 13g)
July 28 2020 - 3:23PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No.
)*
Galmed
Pharmaceuticals Ltd.
(Translation
of Issuer’s name into English)
(Name of Issuer)
Ordinary
Shares, par value 0.01 New Israeli Shekels per Share
(Title of Class
of Securities)
M47238106
(CUSIP Number)
July 27,
2020
(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)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
* The remainder of this cover page
shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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1.
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NAMES
OF REPORTING PERSONS
Justin
B. Borus
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b) ☐
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
1,056,848
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6.
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SHARED
VOTING POWER
0
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7.
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SOLE
DISPOSITIVE POWER
1,056,848
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8.
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SHARED
DISPOSITIVE POWER
0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,056,848
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.01%
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12.
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TYPE
OF REPORTING PERSON (see instructions)
IN
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*
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Ownership information above is
as of the end of business on July 27, 2020, the business day before the filing date of
this Schedule 13G.
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1.
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NAMES
OF REPORTING PERSONS
Ibex
Investors LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b) ☐
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Colorado,
USA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
1,056,848
|
|
6.
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SHARED
VOTING POWER
0
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7.
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SOLE
DISPOSITIVE POWER
1,056,848
|
|
8.
|
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SHARED
DISPOSITIVE POWER
0
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|
|
|
|
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,056,848
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|
|
10.
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|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
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|
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.01%
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12.
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TYPE
OF REPORTING PERSON (see instructions)
OO
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*
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Ownership information above is
as of the end of business on July 27, 2020, the business day before the filing date of
this Schedule 13G.
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1.
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NAMES
OF REPORTING PERSONS
Ibex
Israel Fund LLLP
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b) ☐
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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|
5.
|
|
SOLE
VOTING POWER
1,056,848
|
|
6.
|
|
SHARED
VOTING POWER
0
|
|
7.
|
|
SOLE
DISPOSITIVE POWER
1,056,848
|
|
8.
|
|
SHARED
DISPOSITIVE POWER
0
|
|
|
|
|
|
9.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,056,848
|
|
|
10.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
|
|
11.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.01%
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12.
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TYPE
OF REPORTING PERSON (see instructions)
PN
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*
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Ownership information above is
as of the end of business on July 27, 2020, the business day before the filing date of
this Schedule 13G.
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1.
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NAMES
OF REPORTING PERSONS
Ibex
GP LLC
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|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b) ☐
|
|
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Colorado,
USA
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
5.
|
|
SOLE
VOTING POWER
1,056,848
|
|
6.
|
|
SHARED
VOTING POWER
0
|
|
7.
|
|
SOLE
DISPOSITIVE POWER
1,056,848
|
|
8.
|
|
SHARED
DISPOSITIVE POWER
0
|
|
|
|
|
|
9.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,056,848
|
|
|
10.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
|
|
11.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.01%
|
|
|
12.
|
|
TYPE
OF REPORTING PERSON (see instructions)
OO
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|
|
|
*
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Ownership information above is
as of the end of business on July 27, 2020, the business day before the filing date of
this Schedule 13G.
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1.
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NAMES
OF REPORTING PERSONS
Ibex
Investment Holdings LLC
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2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b) ☐
|
|
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Colorado,
USA
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
5.
|
|
SOLE
VOTING POWER
1,056,848
|
|
6.
|
|
SHARED
VOTING POWER
0
|
|
7.
|
|
SOLE
DISPOSITIVE POWER
1,056,848
|
|
8.
|
|
SHARED
DISPOSITIVE POWER
0
|
|
|
|
|
|
9.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,056,848
|
|
|
10.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
|
|
11.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.01%
|
|
|
12.
|
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
|
*
|
Ownership information above is
as of the end of business on July 27, 2020, the business day before the filing date of
this Schedule 13G.
|
|
|
|
|
|
1.
|
|
NAMES
OF REPORTING PERSONS
Ibex
Investment Holdings II LLC
|
|
|
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
Delaware,
USA
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
5.
|
|
SOLE
VOTING POWER
1,056,848
|
|
6.
|
|
SHARED
VOTING POWER
0
|
|
7.
|
|
SOLE
DISPOSITIVE POWER
1,056,848
|
|
8.
|
|
SHARED
DISPOSITIVE POWER
0
|
|
|
|
|
|
9.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,056,848
|
|
|
10.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
|
|
11.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.01%
|
|
|
12.
|
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
|
*
|
Ownership information above is
as of the end of business on July 27, 2020, the business day before the filing date of
this Schedule 13G.
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Item 1.
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(a)
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The name of the issuer is Galmed
Pharmaceuticals Ltd. (the “Issuer”).
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(b)
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The principal executive offices of
the Issuer are located at 16 Tiomkin Street, Tel Aviv 6578317, Israel.
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Item 2.
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(a)
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This Schedule 13G (this “Statement”
or this “Schedule 13G”) is being filed by: (1) Justin B. Borus; (2)
Ibex Investors LLC, a Colorado limited liability company (the “Investment Manager”);
(3) Ibex Israel Fund LLLP, a Delaware limited liability limited partnership (the “Fund”);
(4) Ibex GP LLC, a Colorado limited liability company (the “General Partner”);
(5) Ibex Investment Holdings LLC, a Delaware limited liability company (“IM
Holdings”); and (6) Ibex Investment Holdings II LLC, a Delaware limited liability
company (“GP Holdings”) (all of the foregoing, collectively, the “Reporting
Persons”). The Fund is a private investment vehicle. The Fund directly beneficially
owns the Ordinary Shares (as defined below) reported in this Statement. The Investment
Manager is the investment manager of the Fund. IM Holdings is the sole member of the
Investment Manager. The General Partner is the general partner of the Fund. GP Holdings
is the sole member of the General Partner. Justin B. Borus is the manager of the Investment
Manager, IM Holdings, the General Partner and GP Holdings. Justin B. Borus, the Investment
Manager, IM Holdings, the General Partner and GP Holdings may be deemed to beneficially
own the Ordinary Shares directly beneficially owned by the Fund. Each Reporting Person
disclaims beneficial ownership with respect to any shares other than the shares directly
beneficially owned by such Reporting Person.
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(b)
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The principal business office of
the Reporting Persons is c/o Ibex Investors LLC, 260 N. Josephine Street, Suite 300, Denver,
CO 80206.
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(c)
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For citizenship information see Item
4 of the cover page of each Reporting Person.
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(d)
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This Statement relates to the Ordinary
Shares, par value 0.01 New Israeli Shekels per share (the “Ordinary Shares”).
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(e)
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The CUSIP Number of the Ordinary
Shares is M47238106.
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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:
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(a)
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[_] Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[_] Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[_] Insurance company as defined
in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[_] Investment company registered
under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[_] An investment adviser in
accordance with 240.13d-1(b)(1)(ii)(E);
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(f)
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[_] An employee benefit plan
or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
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(g)
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[_] A parent holding company
or control person in accordance with 240.13d-1(b)(1)(ii)(G);
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(h)
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[_] 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)
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[_] 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)
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[_] A non-U.S. institution in
accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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[_] Group, in accordance with
§240.13d-1(b)(1)(ii)(K).
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If filing as a
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4. Ownership.
See Items 5-9 and 11 on the cover
page for each Reporting Person, and Item 2, which information is given as of the end of business on July 27, 2020, the business
day before the filing date of this Schedule 13G which is also the date upon which the beneficial ownership of the Reporting Persons
exceeded 5% of all of the outstanding Ordinary Shares. The percentage beneficial ownership contained herein is based on 21,113,066
Ordinary Shares outstanding as of July 6, 2020, as reported by the Issuer in its Proxy Statement filed as an exhibit to Form 6-K
on July 8, 2020.
Item 5. Ownership of Five Percent
or Less of a Class.
If this statement is being filed
to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following: [_]
Item 6. Ownership of More than
Five 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.
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. Certification.
(a) Not
applicable.
(b) Not
applicable.
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(c)
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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.
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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.
Dated: July 28, 2020
Justin B. Borus
Ibex Investors LLC
Ibex Israel Fund LLLP
Ibex GP LLC
Ibex Investment Holdings LLC
Ibex Investment Holdings II LLC
By: /s/
Justin B. Borus
Justin B. Borus,
for himself and as the Manager of each of the Investment Manager, IM Holdings, the General Partner (for itself and on behalf of
the Fund) and GP Holdings
EXHIBIT INDEX
Exhibit 1
JOINT FILING
AGREEMENT
In accordance with Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of
them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value 0.01 New Israeli
Shekels per share, of Galmed Pharmaceuticals Ltd., and further agree that this Joint Filing Agreement be included as an Exhibit
to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement.
Dated: July 28, 2020
Justin B. Borus
Ibex Investors LLC
Ibex Israel Fund LLLP
Ibex GP LLC
Ibex Investment Holdings LLC
Ibex Investment Holdings II LLC
By: /s/
Justin B. Borus
Justin B. Borus,
for himself and as the Manager of each of the Investment Manager, IM Holdings, the General Partner (for itself and on behalf of
the Fund) and GP Holdings
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