Galectin Therapeutics Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update, Financial Statements and Exhibits
$GALT
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 8, 2025
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (678 )
620-3186
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
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| Item 1.01. |
Entry into a Material Definitive Agreement.
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On July 8, 2025, Galectin Therapeutics Inc. (the “Company”) and Richard E. Uihlein (the “Lender”) entered into a Line of Credit
Letter Agreement (the “July 2025 Supplemental Line of Credit Agreement”), pursuant to which the Lender shall provide the Company a line of credit of up to $10.00 million (the “Line of Credit”) to finance the Company’s working capital needs. The
Company may draw upon the Line of Credit through April 30, 2026.
Each advance made pursuant to the July 2025 Supplemental Line of Credit Agreement shall be evidenced by an unsecured, convertible
promissory note (individually, a “Promissory Note,” and collectively, the “Promissory Notes”), and bear interest at the Applicable Federal Rate for short term loans (currently 4.05%), plus two (2%) percent. Principal and interest on the
Promissory Notes are due on or before September 30, 2026. Only with the consent of the Lender, may the Promissory Notes be prepaid, in whole or in part, at any time without premium or penalty, but with interest on the amount or amounts prepaid.
At the election of Lender, the principal and accrued interest on Promissory Note(s) may be converted into the number of shares of the
Company’s common stock (the “Common Stock”) equal to the amount of principal and accrued interest on such Promissory Note divided by the price equal to the closing price of the Common
Stock on the date of such Promissory Note, but in no event less than $3.00 per share.
In connection with the July 2025 Supplemental Line of Credit Agreement, the Company agreed to issue the Lender warrants to purchase
up to an aggregate of 200,000 shares of the Company’s common stock, par value $0.001 per share (collectively, the “Warrants”). The Company shall issue to the Lender Warrants to purchase up to the remaining 200,000 shares of the Company’s common
stock, ratably, upon borrowings under the July 2025 Supplemental Line of Credit Agreement, with exercise prices equal to 150% of the closing price of the Company’s common Stock on the date of the Promissory Note evidencing such draw, but in no
event more than $10.00 per share nor less than $3.00 per share. The Warrants expire on July 31, 2029.
Additionally, pursuant to the July 2025 Supplemental Line of Credit Agreement, any shares of the Company’s common stock issued to
Lender upon (i) conversion of a Promissory Note or (ii) exercise of a Warrant, will be accompanied by registration rights whereby the Company shall agree to register the shares of the Company’s common stock with the Securities and Exchange
Commission (the “SEC”) within 180 days of the conversion of a Promissory Note or exercise of a Warrant, as the case may be.
The securities referred to in this Current Report on Form 8-K are being issued by the Company to the Lender in reliance upon the
exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company relied, in part, upon representations from the Lender that
the Lender is an accredited investor as defined in Regulation D under the Securities Act.
The foregoing description of the July 2025 Supplemental Line of Credit Agreement, the Promissory Notes and the Warrants is not
complete and is qualified in its entirety by reference to the Credit Agreement, the form of Promissory Note, and form of Warrant, copies of which are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 4.1, respectively, to this Report and are
incorporated herein by reference.
A copy of the press release announcing the July 2025 Supplemental Line of is
attached hereto as Exhibit 99.1
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On July 8, 2025, at the recommendation of the Company’s compensation committee, the Company’s board of directors approved two additional
compensation strategies for employees designed to ensure continued motivation and retention. All current employees will receive a cash bonus equal of their respective annual bonus targets if the Company enters into a partnership agreement for
belapectin before December 31, 2025 if they remain employed by the Company at that date. Additionally, at the recommendation of the Company’s compensation committee, the board of directors approved a $100,000 cash retention bonus to be paid on
or before July 15, 2025 to the Company’s Chief Medical Officer, Dr. Khurram Jamil, and Chief Financial Officer, Jack Callicutt. These retention bonuses are required to be paid back to the Company by the officers if they voluntarily resign without
good reason or are terminated for cause, as described in their respective employment agreements, prior to December 31, 2025.
| Item 9.01 |
Financial Statements and Exhibits.
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Exhibit
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Description
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Form of Warrant.
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July 2025 Supplemental Line of Credit Letter Agreement, dated as of July 8, 2025, by and between Richard E. Uihlein and the Company.
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Form of Convertible Promissory Note.
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Press Release dated July 9, 2025.
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Pursuant to the requirements of the Securities Exchange Act of 1934, Galectin Therapeutics Inc. has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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GALECTIN THERAPEUTICS INC.
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Date: July 9, 2025
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By:
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/s/ Jack W. Callicutt
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Jack W. Callicutt
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Chief Financial Officer
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