GALECTIN THERAPEUTICS INC

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934) and concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective due to the material weakness in internal control over financial reporting described below.

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, we identified a material weakness in our internal control over financial reporting. Specifically, we did not implement and maintain effective controls related to the valuation of derivative liabilities associated with contingent interest on convertible notes payable, specifically controls over the review of interest forecasts used in the valuation of the derivative liabilities due to the extension of the maturity dates of the convertible notes payable. This material weakness creates a reasonable possibility that a material misstatement in our consolidated financial statements would not be prevented or detected on a timely basis.

Remediation Plan

In an effort to address the identified material weakness and enhance our internal controls related to our valuation of derivative liabilities process, we continue to maintain our financial reporting process we followed to prepare consolidated financial statements in accordance with GAAP for audit committee meetings on a quarterly and annual basis. We expect to remedy this material weakness by conducting additional training, using additional third-party consultants with appropriate knowledge, experience, and/or training commensurate with our technical accounting and financial reporting requirements to enhance the process going forward, a combination thereof, or any other remedial measures that we deem appropriate. Our ongoing remediation efforts are focused on additional reviews in the event of any future potential changes to financial instruments associated with derivatives related to internal control over financial reporting.

Notwithstanding the material weakness, our management has concluded that the consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Changes in Internal Control Over Financial Reporting

Other than the ongoing remediation efforts related to the material weakness described above, there were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1.