Skip to main content

Damora Therapeutics, Inc.

For the period ended Jun 18, 2025. Filed Apr 30, 2025.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 18, 2025 · Filed Apr 30, 2025

Use the contents to explore the available documents and sections.

DMRA$23.70+8.4%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Under Rule 14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 30, 2025

Dear Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Galecto, Inc. (the “Company” or “Galecto”). The meeting will be held virtually on Wednesday, June 18, 2025 at 9:00 a.m. Eastern Time. You may attend the meeting virtually via the Internet at www.virtualshareholdermeeting.com/GLTO2025, where you will be able to vote electronically and submit questions. You will need the 16-digit control number, which is located on your Notice of Internet Availability that you received in the mail and proxy card, to attend the Annual Meeting. We are utilizing a virtual-only meeting format in order to leverage technology to enhance stockholder access to the Annual Meeting by enabling attendance and participation from any location. We believe that the virtual-only meeting format will give stockholders the opportunity to participate fully and equally, and without cost, and to exercise the same rights as if they had attended an in-person meeting.

Details regarding admission to the Annual Meeting and the business to be conducted are more fully described in the accompanying Notice of Annual Meeting and Annual Meeting Proxy Statement (the “Proxy Statement”). Only Galecto, Inc. stockholders of record at the close of business on April 21, 2025, will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof.

At the Annual Meeting, the agenda includes the election of two Class II directors for a three-year term ending at our 2028 Annual Meeting of Stockholders; the approval, in accordance with Nasdaq Listing Rule 5635(a), of the issuance of common stock upon the conversion of Series A non-voting convertible preferred stock issued to Bridge Medicines LLC on October 7, 2024; and the ratification of the appointment of EY Godkendt Revisionspartnerselskab as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

Under Securities and Exchange Commission rules, the Company is providing access to the proxy materials for the Annual Meeting to shareholders via the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. Accordingly, you can access the proxy materials and vote at www.proxyvote.com. Instructions for accessing the proxy materials and voting are described below and in the Notice of Internet Availability that you received in the mail. Your vote is very important. Whether or not you plan to attend the Annual Meeting, please carefully review the enclosed proxy statement and then cast your vote, regardless of the number of shares you hold. If you are a stockholder of record, you may vote over the Internet, by telephone, or, if you request to receive a printed set of the proxy materials, by completing, signing, dating and mailing the accompanying proxy card in the return envelope. Submitting your vote via the Internet or by telephone or proxy card will not affect your right to vote online during the virtual meeting if you decide to attend the Annual Meeting. If your shares are held in street name (held for your account by a broker or other nominee), you will receive instructions from your broker or other nominee explaining how to vote your shares, and you will have the option to cast your vote by telephone or over the Internet if your voting instruction form from your broker or nominee includes instructions and a toll-free telephone number or Internet website to do so. In any event, to be sure that your vote will be received in time, please cast your vote by your choice of available means, at your earliest convenience.

We hope that you will join us for the Annual Meeting on Wednesday, June 18, 2025. Your investment and continuing interest in the Company are very much appreciated.

Sincerely, /s/ Hans T. Schambye

Hans. T. Schambye, M.D., Ph.D.

President, Chief Executive Officer and Director

i

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

TIME:9:00 a.m. Eastern Time
DATE:Wednesday, June 18, 2025
PLACE:The Annual Meeting will be conducted virtually at www.virtualshareholdermeeting.com/GLTO2025.
PURPOSES:1. To elect Carl Goldfischer, M.D. and David Shapiro, M.D. as Class II members of the Board of Directors, to serve until the Company’s 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation or removal; 2. To approve, in accordance with Nasdaq Listing Rule 5635(a), the issuance of shares of common stock upon conversion of the Series A non-voting convertible preferred stock issued to Bridge Medicines LLC on October 7, 2024; and3. To ratify the selection of EY Godkendt Revisionspartnerselskab as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
RECORDDATE:The Board of Directors has fixed the close of business on April 21, 2025 as the record date for determining stockholders entitled to notice of and to vote at the meeting. Notwithstanding the foregoing, Bridge Medicines LLC has agreed that, pursuant to applicable rules of the Nasdaq Stock Market LLC, they are not entitled to vote the 62,594 shares of common stock issued to them pursuant to the Asset Purchase Agreement, dated October 7, 2024, with respect to Proposal No. 2.
MEETING ADMISSION:All stockholders as of the record date, or their duly appointed proxies, may attend the meeting. In order to be able to attend the meeting, you will need the 16-digit control number, which is located on your Notice, on your proxy card, or in the instructions accompanying your proxy materials. Instructions on how to participate in the Annual Meeting are also posted online at www.proxyvote.com.
VOTING BY PROXY:If you are a stockholder of record, please vote via the Internet or, for shares held in street name, please vote in accordance with the voting instruction form you receive from your broker or nominee as soon as possible so your shares can be voted at the meeting. If you are a stockholder of record, you may also vote by telephone or by submitting a proxy card by mail. If your shares are held in street name, you will receive instructions from your broker or other nominee explaining how to vote your shares, and you may also have the choice of instructing the record holder as to the voting of your shares over the Internet or by telephone. Follow the instructions on the voting instruction form you received from your broker or nominee.

By order of the Board of Directors,

/s/ Hans T. Schambye

Hans. T. Schambye, M.D., Ph.D.President, Chief Executive Officer and Director

Copenhagen, Denmark

April 30, 2025

ii

TABLE OF CONTENTS

PAGE
General Information1
Proposal No. 1: Election of Directors7
Director Biographies8
Executive Officers10
The Board of Directors and its Committees11
Executive Officer Compensation16
Director Compensation22
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters23
Equity Compensation Plan Information25
Certain Relationships and Related Person Transactions26
Audit Committee Report27
Proposal No. 2: Approval of the Conversion of Series A Preferred Stock28
Proposal No. 3: Ratification of the Selection of Independent Registered Public Accounting Firm30
Corporate Governance32
Stockholder Proposals33
Where You Can Find More Information34

iii

Important Notice Regarding the Internet Availability of Proxy Materials for the Company’s Annual Meeting to be Held on June 18, 2025: This proxy statement, the accompanying proxy card or voting instruction card, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”), are available to stockholders of record for reviewing, printing and downloading at www.galecto.com by following the link for “Investors.” A copy of our 2024 Annual Report, as filed with the SEC, except for exhibits, will be furnished without charge to any stockholder upon written request to Galecto, Inc., Ole Maaloes Vej 3, DK-2200 Copenhagen N, Denmark, Attention: Corporate Secretary. This proxy statement and our 2024 Annual Report are also available on the SEC’s website atwww.sec.gov.

iv

Ole Maaloes Vej 3

DK-2200 Copenhagen N

Denmark

75 State Street, Suite 100

Boston, Massachusetts 02109

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON WEDNESDAY, JUNE 18, 2025

AT 9:00 A.M. EDT

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.