GALECTIN THERAPEUTICS INC
For the period ended Dec 31, 2023. Filed Mar 29, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 29, 2024
GALT$3.38-2.3%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
| Item 15. | Exhibits and Financial Statement Schedules |
|---|
(a) 1. Consolidated Financial Statement Schedules
The Consolidated Financial Statements are filed as part of this report.
- Consolidated Financial Statement Schedules
All schedules are omitted because of the absence of conditions under which they are required or because the required information is included in the Consolidated Financial Statements or notes thereto.
- Exhibits
| Exhibit Number | Description of Document |
| 3.1 | Amended and Restated Articles of Incorporation of Galectin Therapeutics Inc., as amended (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on May 30, 2012.) |
| 3.2 | Amended and Restated Bylaws of Galectin Therapeutics Inc., as amended (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on September 27, 2016.) |
| 3.3 | Certificate of Designation of Preferences, Rights and Limitations of Series A 12% Convertible Preferred Stock of Pro Pharmaceuticals, Inc., as filed with the Secretary of State of the State of Nevada on October 5, 2007. (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on October 9, 2007.) |
| 3.4 | First Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series A 12% Convertible Preferred Stock of Galectin Therapeutics, Inc., as filed with the Secretary of State of the State of Nevada on May 15, 2017. (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on May 19, 2017.) |
| 3.5 | Certificate of Designation of Preferences, Rights and Limitation of Series C Super Dividend Convertible Preferred Stock of Pro- Pharmaceuticals, Inc., as filed with the Secretary of State of Nevada on December 30, 2010. (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the Commission on January 6, 2011.) |
| 3.6 | Certificate of Change as filed with the Nevada Secretary of State on March 1, 2012. (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the Commission on March 23, 2012.) |
| 3.7 | Amendment to the Articles of Incorporation of Galectin Therapeutics Inc. (Incorporated by reference to the Company’s Annual Report on Form 10-K as filed with the Commission on March 30, 2023) |
| 4.1 | Form of Common Stock Purchase Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the Commission on December 29, 2016.) |
| 4.2 | Form of Common Stock Purchase Warrant issued to Richard E. Uihlein (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the Commission on December 19, 2017.) |
| 4.3 | First Amendment to Common Stock Purchase Warrant, dated December 20, 2018, by and between Richard E. Uihlein and the Company (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the Commission on January 3, 2019.) |
| 4.4 | Second Amendment to Common Stock Purchase Warrant, dated January 11, 2019, by and between Richard E. Uihlein and the Company (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the Commission on January 15, 2019.) |
| 4.5 | Form of Amended and Restated Class B Common Stock Purchase Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the Commission on January 15, 2019.) |
Index
| Exhibit Number | Description of Document |
| 4.6 | Form of Amended and Restated 10X Fund Class B Common Stock Purchase Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the Commission on January 15, 2019.) |
| 4.7 | Form of Common Stock Purchase Warrant (Incorporated by reference to the Company’s Registration Statement on Form S-3 as filed with the Commission on March 6, 2019.) |
| 4.8 | Form of Warrant Agency Agreement (Incorporated by reference to the Company’s Registration Statement on Form S-3 as filed with the Commission on March 6, 2019.) |
| 4.09 | Form of Common Stock Purchase Warrant (Incorporated by reference to exhibit 4.1 the Company’s Current Report on Form 8-K as filed with the Commission on July 26, 2022.) |
| 4.10 | Description of Registrant’s securities (Incorporated by reference to exhibit 4.20 the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed on March 31, 2021.) |
| 4.11* | Warrant Extension Agreement between the Company and 10X Fund L.P. |
| 4.12* | Form of Common Stock Purchase Warrant |
| 10.1† | Galectin Therapeutics 2019 Omnibus Equity Incentive Plan (Incorporated by reference to Appendix A to the Company’s definitive proxy statement filed with the Commission on October 17, 2019.) |
| 10.2* | Form of Stock Option Award Agreement under Galectin Therapeutics 2019 Omnibus Equity Incentive Plan |
| 10.3* | Form of Restricted Stock Unit Award Agreement under Galectin Therapeutics 2019 Omnibus Equity Incentive Plan |
Index
| Exhibit Number | Description of Document |
| 10.4† | Employment Agreement dated June 20, 2013 between Jack W. Callicutt and Galectin Therapeutics Inc. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q as filed with the Commission on August 14, 2013.) |
| 10.5† | Amendment to Employment Agreement dated August 11, 2017 between Jack W. Callicutt and Galectin Therapeutics Inc. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q as filed with the Commission on August 14, 2017.) |
| 10.6† | Employment Agreement, dated February 19, 2020, by and between Galectin Therapeutics Inc. and Pol F. Boudes, M.D. (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the Commission on February 20, 2020.) |
| 10.7*** | Master Services Agreement, effective as of March 12, 2020, by and between Galectin Therapeutics, Inc. and Covance Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the Commission on March 17, 2020.) |
| 10.8*** | Work Order, dated as of March 12, 2020, by and between Galectin Therapeutics, Inc. and Covance Clinical Research Unit Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the Commission on March 17, 2020.) |
| 10.9*** | Work Order, dated as of June 22, 2020, by and between Galectin Therapeutics Inc. and Covance Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the Commission on June 26, 2020.) |
| 10.10 | Convertible Promissory Note, dated April 16, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the Commission on April 19, 2021.) |
| 10.11 | Loan Agreement, dated September 17, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the Commission on September 21, 2021.) |
| 10.12 | Unsecured Convertible Promissory Note, dated September 17, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the Commission on September 21, 2021.) |
| 10.13 | Unsecured Convertible Promissory Note, dated December 20, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the Commission on December 21, 2021.) |
| 10.14 | Line of Credit Letter Agreement, dated as of July 25, 2022, by and between Richard E. Uihlein and the Company. (Incorporated by reference to exhibit 10.1 the Company’s Current Report on Form 8-K as filed with the Commission on July 26, 2022.) |
| 10.15 | Form of Convertible Promissory Note issued to Richard E. Uihlein. (Incorporated by reference to exhibit 10.2 the Company’s Current Report on Form 8-K as filed with the Commission on July 26, 2022.) |
| 10.16 | Employment Agreement Amendment of Joel Lewis. (Incorporated by reference to exhibit 10.3 the Company’s Current Report on Form 8-K as filed with the Commission on July 26, 2022.) |
| 10.17 | 2023 Deferred Stock Unit Agreement. (Incorporated by reference to exhibit 10.4 the Company’s Current Report on Form 8-K as filed with the Commission on July 26, 2022.) |
| 10.18 | 2020 Deferred Stock Unit Amendment. (Incorporated by reference to exhibit 10.5 the Company’s Current Report on Form 8-K as filed with the Commission on July 26, 2022.) |
| 10.19* | Supplemental Line of Credit Agreement, dated as of March 29, 2024, by and between Richard E. Uihlein and the Company. |
| 10.20* | Form of Convertible Promissory Note issued to Richard E. Uihlein |
Index
| Exhibit Number | Description of Document |
| 21.1* | Subsidiaries of Galectin Therapeutics Inc. |
| 23.1* | Consent of Cherry Bekaert LLP, an independent registered public accounting firm. |
| 31.1* | Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934. |
| 31.2* | Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934. |
| 32.1# | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2# | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97* | Executive Compensation Clawback Policy |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | The cover page for the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, has been formatted in Inline XBRL and contained in Exhibit 101 |
| * | Filed herewith. |
|---|
| # | Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. |
|---|
| *** | Galectin Therapeutics, Inc. has requested confidential treatment with respect to portions of this exhibit. Those portions have been omitted from the exhibit and filed separately with the U.S. Securities and Exchange Commission. |
|---|
| † | Executive Compensation Arrangement pursuant to 601(b)(10)(iii)(A) of Regulation S-K |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.