Galecto, Inc.
For the period ended Feb 9, 2026. Filed Dec 31, 2025.
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Feb 9, 2026 · Filed Dec 31, 2025
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DEF 14A 1 ny20059568x2_def14a.htm DEF 14A
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 Pursuant to §240.14a-12 |
GALECTO, INC.
(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 the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1)0-11. |
Ole Maaloes Vej 3
DK-2200 Copenhagen N
Denmark
75 State Street, Suite 100
Boston, MA 02109
(+45) 70 70 52 10
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held February 9, 2026
Notice is hereby given that a special meeting of stockholders (the “Special Meeting”) of Galecto, Inc. (the “Company”) will be held virtually, via live webcast atwww.virtualshareholdermeeting.com/GLTO2026SM on February 9, 2026 at 9:00 a.m. Eastern Time. The purpose of the Special Meeting is the following:
| 1. | To approve, in accordance with Nasdaq Listing Rule 5635(a), the issuance of shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), upon conversion of the Company’s Series B Non-Voting Convertible Preferred Stock, par value $0.00001 per share (“Series B Preferred Stock”), and the Company’s Series C Non-Voting Convertible Preferred Stock, par value $0.00001 per share (“Series C Preferred Stock”) (the “Conversion Proposal” or “Proposal No. 1”); |
| 2. | To approve an amendment to the Company’s Certificate of Incorporation, as amended and restated (“Certificate of Incorporation”), to increase the number of authorized shares of Common Stock from 300,000,000 to 500,000,000 (the “Authorized Shares Proposal” or “Proposal No. 2”); |
| 3. | To approve (A) the redomestication of the Company from the State of Delaware to the Cayman Islands by conversion (“Proposal No. 3A”) and (B)(i) the redomestication of the Company from the State of Delaware to the Cayman Islands by way of continuation and (ii) the adoption of the memorandum and articles of association of the Company (the “Cayman Articles”), substantially in the form attached as Annex C to this proxy statement (“Proposal No. 3B” and together with Proposal No. 3A, the “Redomestication Proposal” or “Proposal No. 3”); |
| 4. | To approve the Galecto, Inc. 2026 Equity Incentive Plan (the “Equity Incentive Plan Proposal” or “Proposal No. 4”); |
| 5. | To approve the Galecto, Inc. 2026 Employee Stock Purchase Plan (the “ESPP Proposal” or “Proposal No. 5”); and |
| 6. | To approve the adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for Proposals Nos. 1, 2, 3, 4 and/or 5 (the “Adjournment Proposal” or “Proposal No. 6”). |
Only the Company’s stockholders of record at the close of business on December 29, 2025 will be entitled to vote at the Special Meeting and any adjournment or postponement thereof.
Your vote is important. Whether or not you are able to attend the Special Meeting, it is important that your shares be represented. It is important that you retain a copy of the control number found on the proxy card, voting instruction form or Notice, as such number will be required in order for stockholders to gain access to the virtual meeting. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to virtually attend the Special Meeting, by submitting your proxy via the Internet at the address listed on the proxy card or by signing, dating and returning the proxy card.
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If you are a registered holder and have questions about your stock ownership, you may contact our transfer agent, Computershare Trust Company, N.A., by email through its website athttps://www.computershare.com or by phone at (800) 962-4284. If you have any questions about submitting your proxy or require assistance, please contact our proxy solicitor, Innisfree M&A Incorporated (“Innisfree”):
Thank you for your ongoing support and continued interest in Galecto, Inc.
By order of the Board of Directors,
/s/ Carl Goldfischer
Carl Goldfischer
Chair of the Board of Directors
Boston, Massachusetts
December 31, 2025
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YOUR VOTE IS IMPORTANT
WE CURRENTLY PLAN TO HOLD THE SPECIAL MEETING VIA LIVE WEBCAST. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO VOTE AND SUBMIT YOUR PROXY BY INTERNET, TELEPHONE OR BY MAIL. FOR ADDITIONAL INSTRUCTIONS ON VOTING BY TELEPHONE OR THE INTERNET, PLEASE REFER TO YOUR PROXY CARD.
TO VOTE AND SUBMIT YOUR PROXY BY MAIL, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE SPECIAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON. IF YOU HOLD YOUR SHARES THROUGH AN ACCOUNT WITH A BROKERAGE FIRM, BANK OR OTHER NOMINEE, PLEASE FOLLOW THE INSTRUCTIONS YOU RECEIVE FROM YOUR ACCOUNT MANAGER TO VOTE YOUR SHARES.
IT IS IMPORTANT THAT YOU RETAIN A COPY OF THE CONTROL NUMBER FOUND ON THE PROXY CARD, VOTING INSTRUCTION FORM OR NOTICE, AS SUCH NUMBER WILL BE REQUIRED IN ORDER FOR STOCKHOLDERS TO GAIN ACCESS TO THE VIRTUAL MEETING.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.