Amendment: SEC Form SCHEDULE 13D/A filed by Galecto Inc.
$GLTO
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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Galecto, Inc. (Name of Issuer) |
Common Stock, par value $0.00001 per share (Title of Class of Securities) |
36322Q107 (CUSIP Number) |
Barbara Fiorini Novo Holdings A/S, Tuborg Havnevej 19 Hellerup, G7, DK-2900 45 3527 6592 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/07/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 36322Q107 |
| 1 |
Name of reporting person
Novo Holdings A/S | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DENMARK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.00001 per share | |
| (b) | Name of Issuer:
Galecto, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
75 State Street, Suite 100, Boston,
MASSACHUSETTS
, 02109. | |
Item 1 Comment:
This Amendment No. 5 (this "Amendment No. 5" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on November 5, 2020, and amended on September 30, 2022, June 24, 2024, January 16, 2025 and September 25, 2025 (as amended, the "Statement") by Novo Holdings A/S. Unless otherwise defined herein, capitalized terms used in this Amendment No. 5 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Novo Holdings A/S beneficially owns no securities of the Issuer. | |
| (b) | Novo Holdings A/S is a Danish corporation wholly owned by the Novo Nordisk Foundation. Novo Holdings A/S has the sole power to vote and dispose of the Novo Shares. Neither the Foundation nor any person listed on the updated Schedule I has the power to direct the vote as to, or the disposition of the Novo Shares. | |
| (c) | Except as described below, Novo Holdings A/S has not effected any transactions in the Issuer's Common Stock since the most recent amendment to this Schedule 13D/A.
On October 7, 2025, Novo Holdings A/S sold the following shares of Common Stock in open market transactions:
- 46,562 shares at prices ranging from $16.40 to $17.355 per share (a weighted-average price of $17.02 per share);
- 13,611 shares at prices ranging from $17.51 to $18.25 per share (a weighted-average price of $17.80 per share);
- 6,353 shares at prices ranging from $18.69 to $19.675 per share (a weighted-average price of $19.23 per share);
- 8,635 shares at prices ranging from $19.705 to $20.70 per share (a weighted-average price of $20.32 per share);
- 10,318 shares at prices ranging from $20.705 to $21.49 per share (a weighted-average price of $21.04 per share); and
- 1,100 shares at prices ranging from $21.81 to $21.88 per share (a weighted-average price of $21.83 per share). | |
| (d) | Novo Holdings A/S does not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Novo Shares. | |
| (e) | The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock on October 7, 2025. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Schedule I (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13D/A filed with the SEC on September 25, 2025). | ||
| 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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