Galmed Pharmaceuticals Ltd.

Colospan Acquisition

On June 8, 2026, we entered into a Share Purchase Agreement, or the SPA, with Colospan, the shareholders of Colospan that are parties thereto, who hold more than 92% of the voting power of the outstanding share capital of Colospan, and Boaz Assaf, solely in his capacity as the representative of the shareholders of Colospan, pursuant to which, subject to the terms and conditions of the SPA, we purchased all of the issued and outstanding share capital of Colospan. On June 22, 2026, we entered into an amended share purchase agreement, or the Amended SPA, with Colospan, 100% of the shareholders of Colospan, and Boaz Assaf, solely in his capacity as the representative of the shareholders of Colospan. Consummation of the acquisition occurred on June 22, 2026, or the Acquisition, which resulted in Colospan becoming a wholly-owned subsidiary.

As consideration for the sale of all of the issued and outstanding share capital of Colospan, we paid the Colospan shareholders, or the Selling Shareholders, and certain SAFE investors (i) an aggregate amount of $3,300,000 in cash, which was allocated among the Selling Shareholders and the SAFE investors, or the Cash Consideration, and (ii) a performance-based earnout consideration in an aggregate amount of up to $2,000,000, or the Earnout Consideration. The earnout payments will begin accruing on “Net Revenue Sales”, as that term is defined in the Amended SPA, recognized from July 1, 2027, on a cumulative basis, with no payments on the first $5 million of sales. Thereafter, payments will be calculated at 7% of incremental sales from $5 million to $12 million and 9% on sales above $12 million, with no retroactive application of higher tiers. Total earnout payments are capped at $2.0 million, but any unpaid portion will accelerate and become immediately payable upon a qualifying sale or licensing of Colospan or its assets (subject to customary exclusions) or if we complete equity financings totaling at least $17.5 million post-closing.

An aggregate of 7.5% of the Cash Consideration issuable by us will be held in an escrow fund for a period of 12 months for purposes of satisfying any post-closing indemnification claims under the Amended SPA. Pursuant to the Amended SPA, Colospan has agreed to cancel, terminate, and extinguish any outstanding stock options and warrants at closing without any right to receive any consideration.