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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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REGENTIS BIOMATERIALS LTD. (Name of Issuer) |
Ordinary Shares, no par value (Title of Class of Securities) |
M8211G108 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | M8211G108 |
| 1 | Names of Reporting Persons
Dr. Ehud Geller | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,332,867.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
| 11 | Percent of class represented by amount in row (9)
23.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. | M8211G108 |
| 1 | Names of Reporting Persons
Medica III Investments (International) L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,332,867.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
| 11 | Percent of class represented by amount in row (9)
23.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | M8211G108 |
| 1 | Names of Reporting Persons
Medica III Investments (Israel) L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,332,867.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
| 11 | Percent of class represented by amount in row (9)
23.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | M8211G108 |
| 1 | Names of Reporting Persons
Medica III Investments (S.F.) L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,332,867.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
| 11 | Percent of class represented by amount in row (9)
23.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | M8211G108 |
| 1 | Names of Reporting Persons
Medica III Investments (P.F.) L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,332,867.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
| 11 | Percent of class represented by amount in row (9)
23.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | M8211G108 |
| 1 | Names of Reporting Persons
Medica III Investments Israel (B) L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,332,867.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
| 11 | Percent of class represented by amount in row (9)
23.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | M8211G108 |
| 1 | Names of Reporting Persons
Poalim Medica III Investments L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,332,867.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
| 11 | Percent of class represented by amount in row (9)
23.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
REGENTIS BIOMATERIALS LTD. | |
| (b) | Address of issuer's principal executive offices:
60 Medinat Hayehudim, 4676652, Israel. | |
| Item 2. | ||
| (a) | Name of person filing:
The following entities and individual, listed below, who are filing this Statement of Beneficial Ownership on Schedule 13G (this "Statement"), are referred to herein collectively as the "Reporting Persons":
1. Ehud Geller, an Israeli Citizen;
2. Medica III Investments (International) L.P. a Cayman Islands limited Partnership;
3. Medica III Investments (Israel) L.P. an Israeli limited partnership;
4. Medica III Investments (S.F.) L.P. a Cayman Islands limited partnership;
5. Medica III Investments (P.F.) L.P. an Israeli limited partnership;
6. Medica III Investments (Israel) (B) L.P. an Israeli limited partnership; and
7. Poalim Medica III Investments L.P. an Israeli limited partnership. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of the Reporting Persons is 60C Medinat Hayehudim, Herzliya, 4676670, Israel. | |
| (c) | Citizenship:
Each of the entities or persons identified in Item 2(a) above is a corporation, limited partnership or individual organized under the laws of the jurisdiction, or is a citizen of the jurisdiction, as applicable, set forth opposite such entity's or person's name. | |
| (d) | Title of class of securities:
Ordinary Shares, no par value | |
| (e) | CUSIP No.:
M8211G108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Dr. Ehud Geller 1,332,867.00 Ordinary Shares
Medica III Investments (International) L.P. 1,332,867.00 Ordinary Shares
Medica III Investments (Israel) L.P. 1,332,867.00 Ordinary Shares
Medica III Investments (S.F.) L.P. 1,332,867.00 Ordinary Shares
Medica III Investments (P.F.) L.P. 1,332,867.00 Ordinary Shares
Medica III Investments Israel (B) L.P. 1,332,867.00 Ordinary Shares
Poalim Medica III Investments L.P. 1,332,867.00 Ordinary Shares | |
| (b) | Percent of class:
Dr. Ehud Geller 23.2%*
Medica III Investments (International) L.P. 23.2%*
Medica III Investments (Israel) L.P. 23.2%*
Medica III Investments (S.F.) L.P. 23.2%*
Medica III Investments (P.F.) L.P. 23.2%*
Medica III Investments Israel (B) L.P. 23.2%*
Poalim Medica III Investments L.P. 23.2%*
* This amount of shares and percentage relates to all the Reporting Persons and is based on 5,179,378 Ordinary Shares of the Issuer's issued and outstanding as of February 20, 2026, which number was provided to the Reporting Person by the Issuer, plus the 465,533 Ordinary Shares of the Issuer issuable upon the exercise of the Options and the 92,821 Ordinary Shares of the Issuer issuable upon the exercise of the Warrants. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Dr. Ehud Geller 0
Medica III Investments (International) L.P. 0
Medica III Investments (Israel) L.P. 0
Medica III Investments (S.F.) L.P. 0
Medica III Investments (P.F.) L.P. 0
Medica III Investments Israel (B) L.P. 0
Poalim Medica III Investments L.P. 0 | ||
| (ii) Shared power to vote or to direct the vote:
Dr. Ehud Geller 1,332,867
Medica III Investments (International) L.P. 1,332,867
Medica III Investments (Israel) L.P. 1,332,867
Medica III Investments (S.F.) L.P. 1,332,867
Medica III Investments (P.F.) L.P. 1,332,867
Medica III Investments Israel (B) L.P. 1,332,867
Poalim Medica III Investments L.P. 1,332,867 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Dr. Ehud Geller 0
Medica III Investments (International) L.P. 0
Medica III Investments (Israel) L.P. 0
Medica III Investments (S.F.) L.P. 0
Medica III Investments (P.F.) L.P. 0
Medica III Investments Israel (B) L.P. 0
Poalim Medica III Investments L.P. 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Dr. Ehud Geller 1,332,867
Medica III Investments (International) L.P. 1,332,867
Medica III Investments (Israel) L.P. 1,332,867
Medica III Investments (S.F.) L.P. 1,332,867
Medica III Investments (P.F.) L.P. 1,332,867
Medica III Investments Israel (B) L.P. 1,332,867
Poalim Medica III Investments L.P. 1,332,867 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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