Galmed Pharmaceuticals Ltd美股招股说明书(2026-06-22版)

GALMED PHARMACEUTICALS LTD. PROSPECTUS FORUp to 7,500,000 Ordinary Shares ThisProspectus Supplement No.2(this“Supplement”)updates and supplements the prospectus dated April 1,2026(the“Prospectus”), as amended by Prospectus Supplement No. 1 dated June 8, 2026, which forms a part of our Registration Statement onForm F-1 (File No. 333-289703) (as amended, the “Registration Statement”), related to offer and sale of up to 7,500,000 of ourordinary shares, par value NIS 1.80 per share, by YA II PN, LTD., a Cayman Islands exempt limited partnership. Capitalized termsused in this Supplement and not otherwise defined herein have the respective meanings ascribed to them in the Prospectus. The purpose of this Supplement is to update and supplement the information included in the Prospectus with the information containedin our Report on Form 6-K which was submitted to the U.S. Securities and Exchange Commission (the “SEC”) on June 22, 2026 andis included immediately following the cover page of this Supplement. This Supplement is not complete without, and may not beutilized except in connection with, the Prospectus, including any supplements and amendments thereto. We may further amend or supplement the Prospectus and information in this Supplement from time to time by filing amendments tothe Registration Statement or other supplements to the Prospectus, as required. You should read the entire Prospectus, this Supplement,any amendments to the Registration Statement, or subsequent supplements to the Prospectus (to the extent information therein is notsuperseded by more up to date information in subsequent supplements or amendments to the Prospectus) carefully before you makeyour investment decision. Our Ordinary Shares are listed on the Nasdaq Global Market under the symbol “GLMD”. On June 18, 2026, the closing trading pricesof our Ordinary Shares was $0.58. YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ONPAGE 6 OF THE PROSPECTUS. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSIONHAS APPROVEDOR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THE PROSPECTUS, ASSUPPLEMENTED BY THIS SUPPLEMENT, IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THECONTRARY IS A CRIMINAL OFFENSE. The date of this Supplement is June 22, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16Under the Securities Exchange Act of 1934 For the Month of June 2026 001-36345(Commission File Number) (Exact name of Registrant as specified in its charter) c/o Meitar Law Offices Abba Hillel Silver Rd.,Ramat Gan, 5250608(Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F☒Form 40-F☐ As previously reported, on June 8, 2026, Galmed Pharmaceuticals Ltd., an Israeli company (“Galmed”) announced the entryinto 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 capital stock of Colospan, and Boaz Assaf, solely in his capacity asthe representative of the shareholders of Colospan, pursuant to which, subject to the terms and conditions of the SPA, Galmed willpurchase all of the issued and outstanding share capital of Colospan. On June 22, 2026, Galmed entered into an amended share purchase agreement (the “Amended SPA”) with Colospan, 100% ofthe shareholders of Colospan, and Boaz Assaf, solely in his capacity as the representative of the shareholders of Colospan. Accordingto the Amended SPA, the parties agreed to replace the issuance of $2.0 million in Galmed ordinary shares at closing with an additional$800,000 in cash consideration such that at closing an aggregate cash consideration of $3,300,000 will be payable. In addition, theparties agreed to the payment by Galmed of up to $2.0 million in performance-based earnout consideration tied to cumulative “NetSales Revenues”, as that term is defined in the Amended SPA. Earnout payments will accrue on Net Sales Revenues recognizedbeginning July 1, 2027, with no payments on the first $5 million of cumulative sales, followed by tiers of 7% on sales between $5million and $12 million and 9% on sales above $12 million, without retroactive adjustment. Total earnout payments are capped at $2.0million, but any unpaid portion will accelerate and become immediately payable upon a qualifying sale or licensing of Colospan or itsassets (subject to customary exclusions) or if Galmed completes equity financings totaling at least $17.5 million post-closing. On June 22, 2026, the parties consummated the acquisition. The foregoing description of the Amended SPA does not purport to be complete and is subject to, and qualified in its entiretyby reference to, the full text of the Amended SPA, a copy of which