UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

 

For the Month of March 2018

 

001-36345

(Commission File Number)

 

GALMED PHARMACEUTICALS LTD.

(Exact name of Registrant as specified in its charter)

 

16 Tiomkin St.

Tel Aviv 6578317, Israel

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x       Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

 

 

 

 

 

Attached hereto and incorporated herein by reference is a press release, dated March 13, 2018, and entitled “Galmed Pharmaceuticals Reports Fourth Quarter and Full Year 2017 Financial Results and Provides Business Update.”

 

This Form 6-K is incorporated by reference into the Company's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on August 11, 2015 (Registration No. 333-206292) and its Registration Statement on Form F-3 filed with the Securities and Exchange Commission on March 31, 2015 (Registration No. 333-203133).

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  

 

  Galmed Pharmaceuticals Ltd.  
     
     
Date:  March 13, 2018 By: /s/ Allen Baharaff  
    Allen Baharaff  
    President and Chief Executive Officer  

 

 

 

 

Exhibit 99.1

 

 

Galmed Pharmaceuticals Reports Fourth Quarter and Full Year 2017 Financial Results and Provides Business Update

 

- Conference Call and Webcast Today at 8:30 a.m. EDT / 5:30 a.m. PDT -

 

TEL AVIV, Israel, March 13, 2018 – Galmed Pharmaceuticals Ltd. (Nasdaq: GLMD) (“Galmedˮ or the “Company”), a clinical-stage biopharmaceutical company focused on the development of the liver targeted SCD1 modulator Aramchol™, a once-daily, oral therapy for the treatment of nonalcoholic steatohepatitis, or NASH and other liver diseases, today reported financial results for the three and twelve months ended December 31, 2017.

 

The Company will host a conference call and webcast today to discuss the financial results and to provide an update on current developments with respect to its clinical programs for Aramchol™.

 

Financial Summary – Full Year 2017 vs. Full Year 2016; 4Q17vs. 4Q16:

 

· Cash and cash equivalents and marketable securities totaled $19.0 million as of December 31, 2017, compared with $15 . 5 million as of December 31, 2016. The increase is primarily attributable to the $15.1 million of net proceeds from the Company’s different equity offerings and partially offset by the Company’s net loss of approximately $12.3 million. Galmed believes that its cash balance will be sufficient to maintain its current operations through 2019.

 

· For the three and twelve months ended December 31, 2017, the Company recorded a net loss of $3.6 million and $12 . 3 million or $0.2 7 and $0.98 per share, respectively, compared with a net loss of $4.8 million and $17 . 0 million, or $0.40 and $1 . 49 per share, for the three and twelve months ended December 31, 2016.

 

· The Company recognized $1.1 million of revenue for the twelve months ended December 31, 2017, compared to $0.5 million for the same period in 2016. The revenue relates to the amortization of the up-front payments under the Company’s license agreement with Samil Pharm Co. Ltd. For the three months ended December 31, 2017, revenue totaled $0.3 million, the same as for the corresponding period in 2016.

 

· Research and development expenses were $9. 7 million for the twelve months ended December 31, 2017, compared with $14.3 million for the twelve months ended December 31, 2016. For the three months ended December 31, 2017, research and development expenses totaled $2.2 million, which compares with $4 . 2 million for the same period in 2016.

 

The Company incurred general and administrative expenses of $3.8 million for the twelve months ended December 31, 2017, compared with $3.1 million for the twelve months ended December 31, 2016. For the three months ended December 31, 2017, general and administrative expenses totaled $1.7 million, which compares with $0.8 million for the same period in 2016.

 

 

 

 

 

 

Conference Call & Webcast:

 

Tuesday, March 13, 2017, 8:30 am Eastern Time / 5:30 am Pacific Time

 

Participant Dial-In Numbers:
Toll-Free: +1-800-289-0438
Toll/International: +1-323-794-2423
Conference ID: 1228226
Webcast: http://public.viavid.com/index.php?id=128520

 

Replay, available through March 27, 2018

 

Replay Dial-In Numbers:  
Toll-Free: +1-844-512-2921
Toll/International: +1-412-317-6671
Passcode: 1228226

 

About Aramchol™ and Non-alcoholic Steatohepatitis (NASH )

 

Aramchol™ (arachidyl amido cholanoic acid) is a novel fatty acid bile acid conjugate, inducing beneficial modulation of intra-hepatic lipid metabolism. Aramchol™'s ability to modulate hepatic lipid metabolism was discovered and validated in animal models, demonstrating downregulation of the three key pathologies of NASH: steatosis, inflammation and fibrosis. The effect of Aramchol™ on fibrosis is mediated by downregulation of steatosis and directly on human collagen producing cells. Aramchol™ has been granted Fast Track designation status by the FDA for the treatment of NASH.

 

NASH is an emerging world crisis impacting an estimated 3% to 5% of the U.S. population and an estimated 2% to 4% globally. It is the fastest growing cause of liver cancer and liver transplant in the U.S. due to the rise in obesity. NASH is the progressive form of non-alcoholic fatty liver disease that can lead to cardiovascular disease, cirrhosis and liver-related mortality.

 

About Galmed Pharmaceuticals Ltd.

 

Galmed is a clinical-stage biopharmaceutical company focused on the development of Aramchol™, a first in class, novel, once-daily, oral therapy for the treatment of NASH for variable populations, as well as other liver associated disorders. Galmed is currently conducting the ARREST Study, a multicenter, randomized, double blind, placebo-controlled Phase IIb clinical study designed to evaluate the efficacy and safety of Aramchol™ in subjects with NASH, who are overweight or obese, and who are pre-diabetic or type-II-diabetic. More information about the ARREST Study may be found on ClinicalTrials.gov identifier: NCT02279524.

 

 

 

 

 

 

Forward-Looking Statements:

 

This press release may include forward-looking statements. Forward-looking statements may include, but are not limited to, statements relating to Galmed's objectives, plans and strategies, as well as statements, other than historical facts, that address activities, events or developments that Galmed intends, expects, projects, believes or anticipates will or may occur in the future. These statements are often characterized by terminology such as "believes," "hopes," "may," "anticipates," "should," "intends," "plans," "will," "expects," "estimates," "projects," "positioned," "strategy" and similar expressions and are based on assumptions and assessments made in light of management's experience and perception of historical trends, current conditions, expected future developments and other factors believed to be appropriate. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements. Many factors could cause Galmed's actual activities or results to differ materially from the activities and results anticipated in forward-looking statements, including, but not limited to, the following: the timing and cost of Galmed's ongoing Phase IIb ARREST Study, and planned Phase III trials for Aramchol™, or whether Phase III trials will be conducted at all; completion and receiving favorable results of these Phase IIb ARREST Study and Phase III trials for Aramchol™; regulatory action with respect to Aramchol™ by the FDA or the EMA; the commercial launch and future sales of Aramchol™ or any other future product candidates; Galmed's ability to comply with all applicable post-market regulatory requirements for Aramchol™ in the countries in which it seeks to market the product; Galmed's ability to achieve favorable pricing for Aramchol™; Galmed's expectations regarding the commercial market for NASH in patients who are overweight or obese and have pre diabetes or type II diabetes mellitus; third-party payor reimbursement for Aramchol™; Galmed's estimates regarding anticipated capital requirements and Galmed's needs for additional financing; market adoption of Aramchol™ by physicians and patients; the timing, cost or other aspects of the commercial launch of Aramchol™; the development and approval of the use of Aramchol™ for additional indications or in combination therapy; and Galmed's expectations regarding licensing, acquisitions and strategic operations. More detailed information about the risks and uncertainties affecting Galmed is contained under the heading "Risk Factors" included in Galmed's most recent Annual Report on Form 20-F filed with the SEC on March 13, 2018, and in other filings that Galmed has made and may make with the SEC in the future. The forward-looking statements contained in this press release are made as of the date of this press release and reflect Galmed's current views with respect to future events, and Galmed does not undertake and specifically disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

CONTACT:

 

Bob Yedid

LifeSci Advisors, LLC

646-597-6989

bob@lifesciadvisors.com

 

Guy Nehemya, VP Operations

Galmed Pharmaceuticals Ltd.

guy@galmedpharma.com

 

 

 

 

 

  

GALMED PHARMACEUTICALS LTD.

Consolidated Balance Sheets

U.S. Dollars in thousands, except share data and per share data

 

    As of December 31,  
    2017     2016  
Assets            
Current assets                
Cash and cash equivalents   $ 13,021     $ 3,097  
Marketable securities     5,976       12,351  
Other accounts receivable     155       284  
     Total current assets     19,152       15,732  
                 
Property and equipment, net     491       718  
                 
Total assets   $ 19,643     $ 16,450  
                 

Liabilities and stockholders’ equity  

               
                 
Current liabilities                
Trade payables     2,276       3,122  
Other accounts payable     1,034       363  
Short-term portion of deferred revenue     538       1,094  
      Total current liabilities     3,848       4,579  
                 
Long-term liabilities                
Related parties     -       267  
Long-term portion of deferred revenue     -       529  
      Total long-term liabilities     -       796  
                 
Stockholders’ equity                

Ordinary shares, par value NIS 0.01 per share;

Authorized 50,000,000 shares;

Issued and outstanding: 14 , 435 , 161 shares as of December 31, 2017;

12,149,226 shares as of December 31, 2016

    40       34  
Additional paid-in capital     92,381       75,446  
Accumulated other comprehensive loss     (7 )     (85 )
Accumulated deficit     (76,619 )     (64,320 )
     Total stockholders’ equity     15,795       11,075  
                 
Total liabilities and stockholders’ equity   $ 19,643     $ 16,450  

 

 

 

 

 

 

GALMED PHARMACEUTICALS LTD.

Consolidated Statements of Operations (Audited)

U.S. Dollars in thousands, except share data and per share data

 

   

Three months ended

December 31,

   

Twelve months ended

December 31,

 
    2017     2016     2017     2016  
Revenue   $ 274     $ 274     $ 1,085     $ 467  
                                 
Research and development expenses     2,229       4,185       9,650       14,271  
                                 
General and administrative expenses     1,689       842       3,799       3,078  
                                 
Total operating expenses     3,644       4,753       12,364       16,882  
                                 
Financial expenses (income), net     -       73       (65 )     (35 )
                                 
Loss before income taxes     3,644       4,826       12,299       16,847  
                                 
Taxes on Income     -       -       -       106  
                                 
Net loss   $ 3,644     $ 4,826     $ 12,299     $ 16,953  
                                 
Basic and diluted net loss per share   $ 0.27     $ 0.40     $ 0.98     $ 1.49  
                                 
Weighted-average number of shares outstanding used in computing basic and diluted net loss per share     13,258,619       12,149,226       12,487,653       11,374,653  

 

 

 

 

 

 

GALMED PHARMACEUTICALS LTD.

Consolidated Statements of Cash Flows (audited)

U.S. Dollars in thousands, except share data and per share data

   

    Year ended December 31,  
   

2017

 

   

2016

 

 
Cash flow from operating activities                
Net loss for the year   $ (12,299 )   $ (16,953 )
Adjustments required to reconcile net loss to net cash used in operating activities:                
Depreciation and amortization     239       169  
Amortization of discount/premium on marketable securities     21       44  
Loss from realization of marketable securities     143       231  
Linked difference of marketable securities     (167 )     -  
Stock-based compensation expense     1,394       1,628  
Changes in operating assets and liabilities:                
Increase (decrease) in deferred revenue from collaboration agreement     (1,085 )     1,623  
Decrease (increase) in other accounts receivable     129       95  
Increase (decrease) in trade payables     (846 )     863  
Increase (decrease) in other accounts payable     671       81  
Increase (decrease) in related party     (267 )     90  
    Net cash used in operating activities     (12,067 )     (12,129 )
                 
Cash flow from investing activities                
Purchase of property and equipment     (21 )     (17 )
Proceeds from sale of property and equipment           13  
Investment in securities, available for sale     (3,869 )     (7,615 )
Proceeds from sale of securities, available for sale     10,325       13,955  
    Net cash provided by (used in) investing activities     6,444       6,336  
                 
Cash flow from financing activities                
Issuance of stock offerings, net of issuance costs     15,017       4,479  
Proceeds from exercise of options     530       255  
    Net cash provided by financing activities     15,547       4,734  
Increase (decrease) in cash and cash equivalents     9,924       (1,059 )
Cash and cash equivalents at the beginning of the year     3,097       4,156  
Cash and cash equivalents at the end of the year   $ 13,021     $ 3,097  
                 
Cash received from interest   $ 202     $ 382  
Cash paid for taxes   $     $ 106