PART I

ITEM 1. Identity of Directors, Senior Management and Advisers.

ITEM 2. Offer Statistics and Expected Timetable.
ITEM 3. Key Information.
ITEM 4. Information on the Company.
ITEM 4A. Unresolved Staff Comments.
ITEM 5. Operating and Financial Review and Prospects.
ITEM 6. Directors, Senior Management and Employees.
ITEM 7. Major Shareholders and Related Party Transactions.
ITEM 8. Financial Information.
ITEM 9. The Offer and Listing.
ITEM 10. Additional Information.
ITEM 11. Quantitative and Qualitative Disclosures About Market Risk.
ITEM 12. Description of Securities Other Than Equity Securities.
PART II
ITEM 13. Defaults, Dividend Arrearages and Delinquencies.
ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.
ITEM 15. Controls and Procedures.
ITEM 16. [RESERVED]
ITEM 16A. Audit Committee Financial Expert.
ITEM 16B. Code of Ethics.
ITEM 16C. Principal Accountant Fees and Services.
ITEM 16D. Exemptions from the Listing Standards for Audit Committees.
ITEM 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
ITEM 16F. Change in Registrant’s Certifying Accountant.
ITEM 16G. Corporate Governance.
ITEM 16H. Mine Safety Disclosure.
ITEM 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
ITEM 16J. Insider Trading Policies.
ITEM 16K. Cybersecurity.
PART III
ITEM 17. Financial Statements.
ITEM 18. Financial Statements.
ITEM 19. Exhibits
 5
5
5
5
55
92
92
99
120
121
122
122
135
136
136
136
136
136
137
137
137
138
139
139
139
139
141
141
141
141
141
141
141
142
 Placebo
(N=20)
MedDRA No. No.
preferred term Events Subjects
Abdominal pain 2 2
Abdominal pain
upper 1 1
Constipation 2 2
Asthenia 2 2
Back pain 3 3
Musculoskeletal
pain 2 2
Upper
respiratory tract
infection — —
 Aramchol 100mg/d
(N=20)
No. No.
% Events Subjects
10% 2

5% 2
10% —
10% —
15% —

10% —

— —
 Aramchol 300mg/d
(N=20)
No. No.
Subjects % Events
1 5% 1

2 10% —
— — —
— — —
— — —

— — —

— — 2
No.
Subjects %
1 5%

— —
— —
— —
— —

— —

2 10%
 Placebo
MRS- –Absolute change from baseline in mean liver fat (1)

MRS responders- Reduction of ≥5% in absolute change from baseline (1)

NASH resolution without worsening of fibrosis (2)

NASH resolution (2)

Fibrosis improvement (≥1 stage) without worsening of NASH (2)

Progression to Cirrhosis (Post-Hoc Analysis) worsening of NASH (2)

ALT (U/L) Change from baseline (3)

AST (U/L) Change from baseline (3)

HbA1C Change from baseline (4)

 Aramchol Aramchol
Placebo 400 mg 600 mg
(0.09)% (3.41)% (3.18)%
P=0.0450 P=0.0655
24.4% 36.7% 47.0%
P=0.0878 P=0.0279
5% 7.5% 16.7%
P=0.4955 P=0.0514
7.5% 12.5% 19.2%
P=0.2237 P=0.0462
17.5% 21.3% 29.5%
P=0.8425 P=0.2110
7.5% 7.5% 1.3%
P=0.5693 P=0.1008
11.82 -12.00 (17.30)
P=0.0002 P<0.0001
6.67 (7.20) (10.83)
p=0.0011 p<.0001
0.32 (0.04) (0.13)
p=0.0061 p=0.0008
A. Results of Operations

Year Ended December 31,

2022
(thousands)
Research and development expenses $ 12,995
General and administrative expenses 4,656
Operating loss 17,651
Financial loss (income), net 215
Net loss $ 17,866
Comprehensive loss $ 18,440
Basic and diluted net loss per share from continuing operations $ 10.65
December 31,
2023

$ 3,569
3,923
7,492
(580)
6,912
$ 6,621
$ 2.50
Individual Compensation of Covered Executives

Information Compensation
Regarding the Covered Executives for Services (1)

Base
Salary

Name
and Principal Position (1) ($)

Allen
Baharaff (President and Chief Executive Officer)

Yohai
Stenzler (Chief Accounting Officer)

Guy
Nehemya (Chief Operating Officer and Data Protection Officer)

Doron
Cohen (Chief Financial Officer)

Dr.
Liat Hayardeny (Chief Scientific Officer)
Compensation
for Services (1)

Benefits
Base and Cash
Salary Perquisites Bonus

($) ($) (2) ($) (3)

550,874 145,056 236,228

167,855 50,733 71,980

167,855 47,201 71,980

145,820 37,631 62,531

37,330 10,604
Equity-Based
Compensation Other

($) (4) ($) (5)

384,026 40,000

87,751 -

87,744 -

27,828

66,756 -
Total
($)

1,356,183

378,319

374,799

273,792

114,690
E. Share Ownership.

Number of ordinary
shares beneficially
owned (1)
More than 5% Holders
CVI Investments, Inc. (2) 414,827
Directors and Executive Officers
Allen Baharaff (3) 340,095
Shmuel Nir (4) 9,093
Dr. David Sidransky (5) 6,331
Dr. Carol L. Brosgart (6) 4,498
Dr. Liat Hayardeny (7) 12,997
Yohai Stenzler (8) 12,206
Guy Nehemya (9) 12,206
Amir Poshinski (10) 3,165
Doron Cohen (11) 1,333
All directors and executive officers as a group (9 persons) 401,923
ordinary Percentage of or
shares beneficial
owned

6.9%

5.6%
*
*
*
*
*
*
*
*
6.6%
Options

Exercise price per

Name of Office Holder Date of grant share ($)*
Allen Baharaff December 30, 2013 NIS 0.15
December 30, 2013 NIS 0.15
February 4, 2016 $ 82.35
February 4, 2016 $ 89.10
July 10, 2018 $ 173.40
December 17, 2019 $ 76.80
November 10, 2020 $ 49.95
Shmuel Nir May 11, 2015 $ 82.35
February 4, 2016 $ 89.10
July 10, 2018 $ 173.40
July 15, 2021 $ 46.50
Amir Poshinski August 13, 2020 $ 71.55
July 15, 2021 $ 46.50
David Sidransky May 11, 2015 $ 82.35
February 4, 2016 $ 89.10
July 10, 2018 $ 173.40
July 15, 2021 $ 46.50
Dr. Liat Hayardeny (***) September 6, 2016 $ 5.70
January 31, 2017 $ 5.70
July 10, 2018 $ 5.70
December 17, 2019 $ 5.70
November 10, 2020 $ 5.70
Yohai Stenzler (***) December 30, 2014 $ 5.70
January 3, 2016 $ 5.70
November 7, 2017 $ 5.70
July 10, 2018 $ 5.70
December 17, 2019 $ 5.70
November 10, 2020 $ 5.70
Guy Nehemya (***) December 30, 2014 $ 5.70
January 3, 2016 $ 5.70
July 10, 2018 $ 5.70
December 17, 2019 $ 5.70
November 10, 2020 $ 5.70
Carol L. Brosgart April 25, 2017 $ 73.05
July 10, 2018 $ 173.40
July 15, 2021 $ 46.50
August 7, 2023 $ 1.05
Doron Cohen (***) February 23, 2022 $ 5.70
Shares subject Shares vested and
to the option unexercised
16,069 16,069 (**)
5,585 5,585 (**)
9,333 9,333
11,333 11,333
14,666 14,666
14,666 14,666
11,000 3,666
666 666
2,000 2,000
2,000 2,000
1,133 998
2,000 2,000
1,333 998
666 666
2,000 2,000
2,000 2,000
1,133 998
2,666 2,666
2,166 2,166
2,666 2,666
2,666 2,666
1,833 1,833
233 233
1,500 1,500
1,333 1,333
2,666 42,666
2,666 2,666
2,666 2,000
733 733
1,500 1,500
2,666 2,666
2,666 2,666
2,666 1,933
1,333 1,333
2,000 2,000
1,333 998
75,000 0
2,666 1,500
Shares
unvested Schedule date of expiration
0 Dec-12-2028
0 Dec-12-2028
0 Feb-04-2026
0 Feb-04-2026
0 Jul-10-2028
55,000 Dec-17-2029
18,330 Nov-17-2030
0 May-11-2025
0 Feb-04-2026
0 Jul-10-2028
335 Jul-10-2031
5,000 August 13, 2030
335 Jul-10-2031
0 May-11-2025
0 Feb-04-2026
0 Jul-10-2028
335 Jul-10-2031
0 Sep-06-2026
0 Jan-31-2026
0 Jul-10-2028
0 Dec-17-2029
0 Nov-10-2030
0 Dec-30-2024
0 Jan-03-2026
0 Nov-07-2020
0 Jul-10-2028
0 Dec-17-2029
666 Nov-10-2030
0 Dec-30-2024
0 Jan-03-2026
0 Jul-10-2028
0 Dec-17-2029
733 Nov-10-2030
0 Apr-25-2027
0 Jul-10-2028
335 Jul-10-2031
75,000 Augt-7-2033
1,166 Feb-23-2032
RSUs

Shares
Name of Office subject to
Holder Date of grant the RSUs
Allen Baharaff Aug-7-2023 640,000
Shmuel Nir Feb-04-2016 500
Aug-7-2023 75,000
David Sidransky Feb-04-2016 7,500
Aug-7-2023 75,000
Amir Poshinski Aug-7-2023 75,000
Yohai Stenzler Jan-03-2016 5,625
Aug-7-2023 150,000
Guy Nehemya Jan-03-2016 5,625
Aug-7-2023 150,000
Doron Cohen Aug-7-2023 150,000
Shares Shares
vested unvested
0 640,000
500 0
0 75,000
7,500 0
0 75,000
0 75,000
5,625 0
0 150,000
5,625 0
0 150,000
0 150,000
ITEM 16C. Principal Accountant Fees and Services.

2023 2022
(US$ in thousands)
Audit Fees (1) 120
Audit-Related fees (2) 40
Tax and incentives Fees (3) 0
Total 160
2022
(US$ in thousands)
120
20
27
167
Consolidated Balance Sheet

Assets
Current assets
Cash and cash equivalents
Restricted cash
Short-term deposits
Marketable debt securities
Other receivables

Total
current assets
Operating lease right-of-use assets
Property and equipment, net
Investment in associate at fair value

Investment in convertible
note

Total
non-current assets

Total
assets

Liabilities and stockholders’

equity
Current liabilities
Trade payables
Other payables

Total
current liabilities

Non-current
liabilities

Operating lease liabilities,

net of current portion

Total
non-current liabilities
Stockholders’
Ordinary shares, parequity
value NIS 0.15
per share; Authorized 20,000,000
shares; Issued and outstanding: 5,045,324
shares as of December 31, 2023; 1,692,342
shares as of December 31, 2022 (*)

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit

Total
stockholders’ equity

Total
liabilities and stockholders’ equity
Note 2023 2022

As
of December 31,
Note 2023 2022

$ 2,861 $ 2,016
10 117 114
2,253 -
3 7,528 11,769
4 480 825

13,239 14,724
5 42 223
6 83 114
7 3,265 -

7 - 1,500

3,390 1,837

$ 16,629 $ 16,561

$ 1,879 $ 2,560
8 871 534

2,750 3,094

5 $- $ 44

- 44
11 209 70

207,076 200,138

(454) (745)

(192,952) (186,040)

13,879 13,423

$ 16,629 $ 16,561
Consolidated Statements of Operations

Research and development expenses

General and administrative

expenses

Total
operating loss

Financial loss (income),

net

Net
loss

Basic and diluted net

loss per share (*)

Weighted-average number
of shares outstanding used in computing basic and diluted net loss per share (*)
 2023 2022

Year
ended December 31,
2023 2022
12 3,569 12,995

13 3,923 4,656

7,492 17,651

14 (580) 215

$ 6,912 $ 17,866

$ 2.50 $ 10.65

2,769,539 1,676,183
2021

2021
27,220

5,661

32,881

(414)

$ 32,467

$ 19.80

1,639,843
Consolidated Statements of Comprehensive Loss

2023

Year
ended December 31,
2023
Net loss $ 6,912
Other comprehensive loss:

Net
unrealized loss (gain) on available for sale securities (291)

Comprehensive
loss $ 6,621
 2022 2021

cember 31,
2022 2021
$ 17,866 $ 32,467

574 443

$ 18,440 $ 32,910
GALMED PHARMACEUTICALS LTD.

Balance - January 1, 2021

Stock-based compensation

Exercise of options and vesting of restricted

stock units

Issuance of ordinary shares in at-the-market

(“ATM”) offering, net of issuance costs of $ 295

Issuance of ordinary shares under Underwritten

Public Offering agreement, net of issuance costs of $ 786
Unrealized loss from marketable debt securities
Net loss
Balance - December 31, 2021
Stock-based compensation

Issuance of ordinary shares in ATM offering

net of issuance costs of $ 2
Unrealized loss from marketable debt securities
Net loss

Balance - December
31, 2022
Balance
Issuance of ordinary shares, pre-funded warrants,
and warrants net of issuance costs of $ 815
(***)
Exercise of Pre-funded warrants (***)
Stock-based compensation
Unrealized gain on marketable debt securities
Net loss

Balance - December
31, 2023
Balance
 Additional

Ordinary
shares (**) paid-in

Shares Amount capital

1,431,983 $ 58 $ 179,530
— —

1,560 - (*)

103,501 5

147,577 7
— —
— —
1,684,621 $ 70 $ 198,772
- -

7,721 - (*)
— —
— —

1,692,342 $ 70 $ 200,138
1,692,342 $ 70 $ 200,138

380,000 16
2,972,982 123
- -
- -
- -

5,045,324 209
5,045,324 209
 Accumulated
Additional other

paid-in comprehensive Accumulated

income
capital (loss) deficit
$ 179,530 $ 272 ($135,707)
1,886 — —

- (*) — —

8,142 — —

9,214 — —
— (443) —
— — (32,467)
$ 198,772 ($171) ($168,174)
1,296 - -

70 - -
— (574) —
— — (17,866)

$ 200,138 ($745) ($186,040)

$ 200,138 ($745) ($186,040)

6,169 - -
(123) - -
892 - -
- 291 -
- - (6,912)

207,076 (454) (192,952)

207,076 (454) (192,952)
Total
$ 44,153
1,886

(*)

8,147

9,221
(443)
(32,467)
$ 30,497
1,296

70
(574)
(17,866)

$ 13,423
$ 13,423

6,185
-
892
291
(6,912)

13,879
13,879
Consolidated Statements of Cash Flows

Cash flow from operating

activities
Net loss for the year

Adjustments
required to reconcile net loss to net cash used in operating activities:
Depreciation

Amortization of discount (premium) on marketable

debt securities
Gain (loss) on sale of marketable debt securities
Finance expenses (income)
Interest income from short-term deposits
Stock-based compensation expense
Change in fair value convertible note

Changes in operating assets

and liabilities:
Decrease (increase) in other receivables
Decrease in trade payables

Increase (decrease)
in other payables

Net
cash used in operating activities

Cash flow from investing

activities
Purchase of property and equipment
Increase in restricted deposit
Investment in available for sale securities,
Investment in Convertible note (**)
Investment in Associate (**)
Proceeds from sale of available for sale securities,

Proceeds from (investment

in) short-term deposits, net
Net
cash provided by investing activities

Cash flow from financing

activities

Issuance of ordinary shares in at-the-market offering,

net of issuance costs (***)

Issuance of ordinary shares,

pre-funded warrants, and warrants net of issuance costs (***)

Issuance of ordinary shares net of issuance

costs (***)

Proceeds from exercise

of options and vesting of restricted stock units

Net
cash provided by financing activities

Increase (decrease) in
cash, cash equivalents and restricted cash

Cash
and cash equivalents and restricted cash at the beginning of the year

Cash,
cash equivalents and restricted cash at the end of the year

Supplemental disclosure
of cash flow information:
Cash received from interest

Non-cash investing and financing

activities:

Right-of-use assets obtained

in exchange for new operating lease liabilities, net

Conversion of convertible note into investment

in associate
2023 2022 2021

Year
ended December 31,
2023 2022 2021

($6,912) ($17,866) ($32,467)

31 35

19 (2)
13 523
6 (36)
(53) -
892 1,296
(265) -

345 300
(681) (2,311)

468 (440)

(6,137) (18,501)

- (4)
- -
(4,133) (2,373)
- (1,500)
(1,500) -
8,633 21,440

(2,200) -
 800 17,563

- 70

6,185 -

- -

- -

6,185 70

848 (868)

2,130 2,998

$ 2,978 $ 2,130 $ 2,998

$ 376 $ 297 $ 562

$- $- $ 199

1,765 -
2021

2021

($32,467)

42

121
(37)
6
7
1,886
-

(313)
(2,175)

38

(32,892)

(11)
(1)
(13,569)
-
-
21,243

3,800
 11,462

8,147

9,221

- (*)

17,368

(4,062)

7,060

$ 2,998

$ 562

$ 199

-
 December
31, 2023

Level Level
1 2
Corporate bonds $- $ 1,969
Treasury bills - 409
Mutual funds 5,150 -
Investment in associate - -
Total 5,150 2,378
 Fair

Level
3 Value
$- $ 1,969
- 409
- 5,150
3,265 3,265
3,265 10,793
 December
31, 2022

Level Level
1 2
Corporate bonds $- $ 1,140
Mutual Funds 10,629

Investment in convertible
note -
Total 10,629
December
31, 2022
Fair

Level Level
2 3 Value
$ 1,140 — $ 1,140
- — 10,629

1,500 — 1,500
2,640 — 13,269
GALMED PHARMACEUTICALS LTD.

As
of December 31, 2023
Gross
Amortized Unrealized

Cost Gains
(in thousands)
Corporate bonds $ 2,123 $ 6
Treasury bills 400
Mutual funds 5,459
Total short-term investments $ 7,982 $ 16
Gross Gross
Unrealized Unrealized Estimated

Fair
Gains Losses Value
(in thousands)
$ 6 ($160) $ 1,969
9 - 409
1 (310) 5,150
$ 16 ($470) $ 7,528
 As
of December 31, 2022
Gross
Amortized Unrealized

Cost Gains
(in thousands)
Corporate bonds $ 1,327 $-
Mutual funds 11,187 $ 30

Total
short-term investments $ 12,514 $ 30
Gross Gross
Unrealized Unrealized Estimated

Fair
Gains Losses Value

$- ($187) $ 1,140
$ 30 ($588) $ 10,629

$ 30 ($775) $ 11,769
Note 4 Other Receivables

2023 2022

As
of December 31,
2023 2022
(in thousands)
Prepaid expenses $ 315 $ 668
Government institutions 47 124
Other receivables 118 33
Total $ 480 $ 825
Note 6 Property and equipment, net

2023

As
of December 31,
2023
(in thousands)
Medical equipment $ 737
Office furniture and equipment 55
Computer software and electronic equipment 75
Leasehold improvements 235
Property and equipment, gross 1,102

Less
- Accumulated depreciation 1,019
Net book value $ 83
2022

2022

$ 737
54
76
235
1,102

988
$ 114
GALMED PHARMACEUTICALS LTD.

2023 2022

As
of December 31,
2023 2022
(in thousands)
Employees and related $ 571 $ 160
Short-term lease obligation 41
Other Payables -
Accrued Vacation 259
Other Payables $ 871 $ 534
2022

2022

$ 160
171
7
196
$ 534
 2023

Number of
share
options

Options outstanding
at beginning of year 177,095
Granted 75,000
Forfeited (11,351)

Outstanding
at end of year 240,744

Options
exercisable at year end $ 159,229
 2022
Weighted Weighted
average Number of average
exercise share exercise
price options price

$ 54.51 189,390 $ 54.80

$ 1.05 2,666 $ 5.70
$ 36.80 (14,961) $ 49.61

$ 38.32 177,095 54.51

$ 55.88 152,469 56.90

-

-
dividend
yield of 0.00 % for all periods.
risk-free
interest rate between 0.80 % and 1.34 % for the fiscal year 2021, 1.94 % for the fiscal year 2022 and 4.16 % for the
fiscal year 2023.

an
expected life between 5 and 6.25 years for all periods.
and
a volatility rate ranging between 64 % and 81 % for the fiscal year 2021, 65 % for the fiscal year 2022 and 108 % for the
fiscal year
2023.
Note 12 Research and Development Expenses

Year
ended December 31,
2023 2022
(in thousands)
Chemistry and formulation studies $ 573 $ 2,448
Salaries 676
Stock-based compensation 243
Research and preclinical studies 460
Clinical studies 616

Regulatory and other

expenses 1,001
$ 3,569 $ 12,995
2022 2021
(in thousands)
$ 2,448 $ 5,009
1,692 2,963
383 660
1,346 2,163
6,532 14,937

594 1,488
$ 12,995 $ 27,220
Note 13 General and Administrative Expenses

Year
ended December 31,
2023

Stock-based compensation $ 649

Professional fees 908
Salaries and benefits 1,428
Rent and office-maintenance fees 261

Investor relations and business development

expenses 14

Insurance and other

expenses 663
$ 3,923
cember 31,
2022 2021
(in thousands)
$ 913 $ 1,225
1,084 897
1,164 1,617
401 530

59 242

1,035 1,150
$ 4,656 $ 5,661
GALMED PHARMACEUTICALS LTD.

2023

Year
ended December 31,
2023

Bank fees $ 11
Interest income (375)
Loss (gain) from sale of marketable debt securities 13
Change in fair value of convertible note (265)

Foreign currency (gains)

losses 36

Financial
income net ($580)
2022 2021

2022 2021
(in thousands)
$ 22 $ 43
(297) (562)
526 80
- -

(36) 25

$ 215 ($414)
Loss before taxes on income, as reported
in the consolidated statements of operations

Statutory
tax rate
Theoretical tax benefit

Losses and other items

for which a valuation allowance was provided or benefit from loss carry forwards
Actual tax expense
2023 2022 2021

Year
ended December 31,
2023 2022 2021
(in thousands)

$ 6,912 $ 17,866 $ 32,467

23% 12%
1,590 2,144

(1,590) (2,144)
$— $— $—
2021

2021

$ 32,467

12%
3,896

(3,896)
$—
4.16
4.17
4.18
8.10
11.10
12.10
12.20
Form of Pre-Funded Warrant (16)
Form of Warrant (17)
Form of Placement Agent Warrant (18)
List of subsidiaries of Galmed Pharmaceuticals Ltd.*
Code of Business Conduct and Ethics of Galmed Pharmaceuticals Ltd.(7)
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section
Certification of Chief Accounting Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Secti
ant to Section 302 of the Sarbanes-Oxley Act of 2002*
uant to Section 302 of the Sarbanes-Oxley Act of 2002*
 (7)

(8)

(9)

(10)

(11)

(12)

(13)

(14)

(15)

(16)

(17)

(18)

(19)
Incorporated herein by
reference to the Company’s Annual Report on Form 20-F filed with the SEC on March 22, 2016.

Incorporated herein by
reference to the Company’s Annual Report on Form 20-F filed with the SEC on March 23, 2017.

Incorporated herein by
reference to Exhibit 1.1 to the Company’s Report on Form 6-K filed with the SEC on March 26, 2021.

Incorporated herein by
reference to the Company’s Annual Report on Form 20-F filed with the SEC on March 13, 2018.

Incorporated herein by
reference to the Company’s Annual Report on Form 20-F filed with the SEC on March 13, 2019.

Incorporated herein by
reference to the Company’s Annual Report on Form 20-F filed with the SEC on March 18, 2021.

Incorporated herein by
reference to the Company’s Annual Report on Form 20-F filed with the SEC on May 2, 2022.

Incorporated herein by
reference to Exhibit 10.1 to the Company’s Report on Form 6-K filed with the SEC on July 18, 2023.

Incorporated herein by
reference to Exhibit 10.2 to the Company’s Report on Form 6-K filed with the SEC on July 18, 2023.

Incorporated herein by
reference to Exhibit 10.3 to the Company’s Report on Form 6-K filed with the SEC on July 18, 2023.

Incorporated herein by
reference to Exhibit 10.4 to the Company’s Report on Form 6-K filed with the SEC on July 18, 2023.

Incorporated herein by
reference to Exhibit 10.5 to the Company’s Report on Form 6-K filed with the SEC on July 18, 2023.

Incorporated herein by
reference to Exhibit 3.1 to the Company’s Registration Statement on Form F-1 filed with the SEC on June 16, 2023.
Fiduciary Duties of Directors and Executive Officers

●
iduciary Duties of Directors and Executive Officers

information
on the advisability of a given action brought for his or her approval or performed by virtue of his or her position; and

all
other important information pertaining to these actions.
●

●
refrain
from any conflict of interest between the performance of his or her duties to the company and his or her other duties or
personal
affairs;

refrain
from any activity that is competitive with the company;

refrain
from exploiting any business opportunity of the company to receive a personal gain for himself or herself or others; and
disclose
to the company any information or documents relating to the company’s affairs which the Office Holder received as a
result
of his or her position as an Office Holder.
Exhibit 8.1

Subsidiaries of Galmed Pharmaceuticals Ltd.

Galmed International Ltd.

Galmed
Research and Development Ltd.

Galtopa
Therapeutics Ltd.

Galmed
Therapeutics UK Limited*
Jurisdiction of Incorporation
Malta

Israel

Israel

England
and Wales
CERTIFICATION

/s/
By: Allen Baharaff

Allen
Baharaff

President
and Chief Executive Officer
CERTIFICATION

/s/
By: Yohai Stenzler

Yohai
Stenzler

Chief
Accounting Officer
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(1)

(2)
6 OF THE SARBANES-OXLEY ACT OF 2002

The
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The
information contained in the Report fairly presents, in all material respects, the financial condition and results of
operation of
the Company.
 /s/
By: Allen Baharaff

Allen
Baharaff

President
and Chief Executive Officer
 /s/
By: Yohai Stenzler

Yohai
Stenzler

Chief
Accounting Officer
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

/s/
Brightman Almagor Zohar & Co.
Brightman
Almagor Zohar & Co.
Certified
Public Accountants

A
Firm in the Deloitte Global Network

Tel
Aviv, Israel

April
4, 2024
(a)
(b)

(c)

(d)
(a “little r” restatement). Notwithstanding the foregoing, none of the following changes to the Company’s financial
statements represent error corrections and shall not be deemed an Accounting Restatement: (a) retrospective application
of a change in accounting principle; (b) retrospective revision to reportable segment information due to a change in the
structure of the Company’s internal organization; (c) retrospective reclassification due to a discontinued operation; (d)
retrospective application of a change in reporting entity, such as from a reorganization of entities under common control;
and (e) retrospective revision for share splits, reverse share splits, share dividends or other changes in capital structure.
“ Applicable Rules ” shall mean means Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, the listing
rules of the national securities exchange or association on which the Company’s securities are listed, and any applicable
“ Clawback-Eligible
rules, standards
Incentive or other guidance
Compensation adopted
” shall mean, by the SEC or
in connection anyan
with national securities
Accounting exchange any
Restatement, or association on which the
Incentive-Based
Company’s securities are listed..
Compensation
Received by a Covered Person (regardless of whether such Covered Person was serving at the time that Erroneously-
Awarded
“ Board ” Compensation
is required
shall mean tothebeBoard
repaid) (i) on or after
of Directors the
of the Nasdaq Effective Date, (ii) after beginning service as a Covered Person, (iii)
Company.
while
the Company has a class of securities listed on a national securities exchange or national securities association and (iv)
during
the Clawback Period.
(e)
(f)

(g)

(h)

(i)

(j)

(k)

(l)

(m)

(n)
“ Clawback Period ” shall mean, with respect to any Accounting Restatement, the three completed fiscal years immediately
preceding
“ Covered the Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less
than nine ”months
Person within
shall mean anyorperson
immediately
who is, following
or was at those
any three completed
time, during fiscal years.
the Clawback Period, an Executive Officer of the
“ Committee ” shall mean the Compensation Committee of the Board.
Company.
For the avoidance of doubt, Covered Person may include a former Executive Officer that left the Company, retired or
“ Compensation
“transitioned
Executive
Policy ” shall mean the Company’s Compensation Policy then in-effect as most recently approved by the Company’s
to an employee
Officer non-Executive
” shall mean
shareholders. Officer role
(i) the Company’s (including
president, after financial
principal serving asofficer,
an Executive
principalOfficer in an interim
accounting capacity) during
officer (or
theif Clawback
there is no such accounting officer, the controller), any vice-president in charge of a principal business unit, division,
“orFinancial
Period, and this Policy applies regardless of whether the Covered Person was at fault for an accounting error or other
“action
Erroneously-Awarded
Reporting Measures
that (such ” shall mean measures that areany
determined andwho
presented in accordance with the accounting
function
Compensation as
” sales,
shall administration,
mean the amount or
offinance), otherIncentive
Clawback-Eligible officer performs
Compensation a policy-making
that exceeds function,
the amount (ii)ofany
principles
resulted
other person in, or contributed to, the Accounting Restatement.
Incentive-Based
used in preparing theofCompany’s financial statements, and all other measures that arepolicy-making
derived wholly or in part
(including
Compensation an officer the Company’s
that otherwise would have parent(s) or subsidiaries)
been Received had it who
beenperforms
determinedsimilar
based functions
on the restated forfrom
amounts. the
This
such measures,
Company
amount mustwithout
including, be computed
limitation, measures that are “non-GAAP financial measures” for purposes of Exchange Act
or (iii) such
without other
regard topersons
any taxes who are determined by the Committee and the Board in their sole discretion to be an officer
paid.
Regulation
of the Company
G
andandareItem 10(e) by
required of Regulation S-K, to
applicable law as be
well other measures,
covered metrics
by this Policy. andsake
For the ratios
ofthat are at
clarity, not non- GAAPall
a minimum, measures.
persons who For
purposes
would be of this
Policy,
executive Financial
officersReporting
pursuantMeasures shall under
to Rule 401(b) includeRegulation
stock priceS-Kand total
shall beshareholder return (and
deemed “Executive any measures that are
Officers”.
derived wholly
or in part from stock price or total shareholder return). A Financial Reporting Measure need not be presented within
the Company’s
financial statements or included in a Company filing with the SEC.

“ Incentive-Based
Compensation ” shall have the meaning set forth in Section III below.

“ Nasdaq ”
shall mean The Nasdaq Stock Market.

“ Nasdaq
Effective Date ” shall mean October 2, 2023.
(o)
(p)

(q)

(r)

(s)

(t)
“ Policy ” shall mean this Executive Officer Clawback Policy, as the same may be amended and/or restated from time to
time.
“ Received ” shall mean Incentive-Based Compensation received, or deemed to be received, in the Company’s fiscal period
during which the Financial Reporting Measure specified in the Incentive-Based Compensation is attained, even if the
“payment or grant occurs after the fiscal period.
Restatement
Date ” shall mean the earlier of (i) the date the Board, a committee of the Board or the officers of the Company
authorized
“ Repayment
to take such”action
Agreement if Board
shall have action is not
the meaning required,
set forth concludes,
in Section or reasonably should have concluded, that the Company
V below.
is required
to prepare an Accounting Restatement, or (ii) the date that a court, regulator or other legally authorized body directs
the Company
to prepare an Accounting Restatement.

“ SARs ”
shall mean stock appreciation rights.

“ SEC ”
shall mean the U.S. Securities and Exchange Commission.
●

●
Non-equity
incentive plan awards that are earned based, wholly or in part, based on satisfaction of a Financial Reporting Measure
performance
goal;
Bonuses
paid from a “bonus pool,” the size of which is determined, wholly or in part, based on satisfaction of a Financial Reporting
Measure performance goal;

Other
cash awards based on satisfaction of a Financial Reporting Measure performance goal;
Restricted
stock, restricted stock units, performance share units, stock options and SARs that are granted or become vested, wholly
or in part,
on satisfaction of a Financial Reporting Measure performance goal; and
Proceeds
received upon the sale of shares acquired through an incentive plan that were granted or vested based, wholly or in part,
on satisfaction
of a Financial Reporting Measure performance goal.
●

●
Any
base salaries (except with respect to any salary increases earned, wholly or in part, based on satisfaction of a Financial
Reporting
Measure performance goal);
Bonuses
paid solely at the discretion of the Committee or Board that are not paid from a “bonus pool” that is determined by
satisfying
a Financial Reporting Measure performance goal;

Bonuses
paid solely upon satisfying one or more subjective standards and/or completion of a specified employment period;

Non-equity
incentive plan awards earned solely upon satisfying one or more strategic measures or operational measures; and
Equity
awards that vest solely based on the passage of time and/or satisfaction of one or more non-Financial Reporting
Measures.
(a)
(b)

(c)

(d)
Equity
Awards . With respect to equity awards, if the shares, options, SARs or other equity awards are still held at the time of
recovery, the Erroneously-Awarded Compensation is the number of such securities Received in excess of the number
that
Cashshould
Awardshave . With respect to cash awards, the Erroneously-Awarded Compensation is the difference between the amount
Compensation
been received applying the restated
of Based
the cash
on award
Stock (whether
Price payable
or Total as aFinancial
Shareholder
Reporting
lumpReturn
sum or. For Measure
time) that(or
wasthe
overIncentive-Based value inand
Received excess
Compensation the of that number).
amount
based that
on (or
If the
should
derived
options,
have
from) been
stock
SARs or
Received applying the restated Financial Reporting Measure.
price
other equity awards have been exercised, vested, settled or otherwise converted into underlying shares, but the
Cash Awards
or total Paid Fromreturn,
shareholder Bonus Pools
where. With respect
the amount oftoErroneously-Awarded
cash awards paid from bonus pools,
Compensation the Erroneously-Awarded
is not subject to mathematical
underlying shares
Compensationdirectly
is the pro rata portion of any deficiency that results from the aggregate bonus pool that is reduced based on
recalculation
have not been sold,Financial
the Erroneously-Awarded Compensation is the number of shares underlying the excess options or
applying
from thetheinformation
restated Reporting Measure.
in the applicable Accounting Restatement, the amount shall be determined by the Committee and
SARs (or the value
thethereof).
Board based
If the underlying shares have already been sold, the Erroneously-Awarded Compensation is the higher of the
valueaofreasonable
on the estimate of the effect of the Accounting Restatement on the stock price or total shareholder return
upon which the
stock upon vesting, exercise or sale.
Incentive-Based Compensation was Received (in which case, the Committee and the Board shall maintain
documentation of such determination
of that reasonable estimate and provide such documentation to Nasdaq in accordance with applicable listing
standards).
(b)
(c)
Unvested Equity Awards . With respect to those equity awards that have not yet vested, the Committee shall take all
necessary action to cancel, or otherwise cause to be forfeited, the awards in the amount of the Erroneously-Awarded
Compensation.
Vested Equity Awards . With respect to those equity awards that have vested and the underlying shares have not been sold,
the Committee shall take all necessary action to cause the Covered Person to deliver and surrender the underlying shares in
the amount of the Erroneously-Awarded Compensation.
(d)
(e)
Repayment Agreement . “Repayment Agreement” shall mean an agreement (in a form reasonably acceptable to the
Committee) with the Covered Person for the repayment of the Erroneously-Awarded Compensation as promptly as possible
without unreasonable economic hardship to the Covered Person.
Effect of Non-Repayment . To the extent that a Covered Person fails to repay all Erroneously-Awarded Compensation to the
Company when due (as determined in accordance with this Policy), the Company shall, or shall cause one or more other
members of the Company to, take all actions reasonable and appropriate to recover such Erroneously-Awarded
The
Compensation from the applicable Covered Person. Unless otherwise determined by the Committee in its discretion, the
Committee
applicable shall have
Covered broad
Person shalldiscretion to determine
be required thethe
to reimburse appropriate
Company means
for anyofand
recovery of Erroneously-Awarded
all expenses reasonably incurred
Compensation based on
(including legal fees) by the Company in recovering such Erroneously-Awarded Compensation in accordance with the
all applicable
immediately facts and
preceding circumstances and taking into account the time value of money and the cost to shareholders of
sentence.
delaying recovery.
However, in no event may the Company accept an amount that is less than the amount of Erroneously-Awarded
Compensation in satisfaction
of a Covered Person’s obligations hereunder.
(i)

(ii)

(iii)
The
direct expenses paid to a third party to assist in enforcing this Policy against a Covered Person would exceed the amount
Recovery
to be recovered,
would
after theviolate homehas
Company country
madelaw where thatattempt
a reasonable law wastoadopted
recover prior to November
the applicable 28, 2022, providedCompensation,
Erroneously-Awarded that, before
determining that it would
documented such attempts
be
andimpracticable
provided suchtodocumentation
recover any amount of Erroneously-Awarded Compensation based on violation of home country law,
to Nasdaq;
the Company has
obtained an opinion of home country counsel, acceptable to Nasdaq, that recovery would result in such a violation and a
copy of the
opinion is provided to Nasdaq; or
Recovery
would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of
the Company,
to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
Signature
Name
Date