12/31/2025 | Press release | Distributed by Public on 12/31/2025 12:07
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy ordinary shares)(6) | $18.9(7) | 02/09/2025 | A | 1,872(7) | 02/09/2026(8) | 02/09/2035 | Ordinary Shares | 1,872(7) | $ 0 | 1,872(7) | I | By Guangzhou Sino-Israel Biotech Fund(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Noy Shlomo 6 JACOB AFTER STREET TEL AVIV, L3 6936206 |
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| /s/ Mirit Horenshtein Hadar, Attorney-in-fact | 12/31/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents ordinary shares underlying RSUs granted to Guangzhou Sino-Israel Biotech Fund ("GIBF") by the Issuer for director services provided by the Reporting Person and Avner Lushi. The shares subject to this award vest in full on the first anniversary of the grant date, subject to the Reporting Person's or Mr. Lushi's (each, with respect to half of the shares) continued service through such date. |
| (2) | The number of ordinary shares reported in this row has been adjusted retroactively to reflect a 1-for-15 reverse share split effected by the Issuer on July 29, 2025. |
| (3) | The Reporting Person possesses shared voting and investment authority with respect to the securities reported in this line by virtue of his serving as Chief Medical Officer of GIBF. The equity interests of GIBF are held by various individuals and entities. The Reporting Person disclaims beneficial ownership of the securities reported in this row except to the extent of his indirect pecuniary interest therein. |
| (4) | There were no transactions effected in respect of the ordinary shares reported in this row, and the holdings in this row are being included for informational purposes only. |
| (5) | The number of ordinary shares reported in this row has been adjusted downwards to reflect a 1-for-9 reverse share split effected by the Issuer on November 29, 2024 and a 1-for-15 reverse share split effected by the Issuer on July 29, 2025. |
| (6) | Represents stock options granted by the Issuer to GIBF for director services provided by the Reporting Person and Avner Lushi (each, with respect to half of the options). |
| (7) | The number of options to purchase ordinary shares, and underlying ordinary shares, reported in this row have been adjusted downwards, and the exercise price of those options has been adjusted proportionately upwards, to reflect the 1-for-15 reverse share split effected by the Issuer on July 29, 2025. |
| (8) | All of the stock options reported in this row vest (and become exercisable) on the first anniversary of the date of grant (i.e., on February 9, 2026), subject to the Reporting Person's or Mr. Lushi's (each, with respect to half of the options) continued service through such date. |