GALECTIN THERAPEUTICS INC. (NASDAQ:GALT) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
On May19, 2017, Galectin Therapeutics Inc. (the Company) entered
into an At Market Issuance Sales Agreement (the Agreement) with
FBR Capital Markets Co. (FBR) under which the Company may issue
and sell shares of its common stock having an aggregate offering
price of up to $30.0million from time to time through FBR, acting
as its sales agent. Sales of the Companys common stock through
FBR, if any, will be made by any method that is deemed an at the
market offering as defined in Rule 415 under the Securities Act
of 1933, as amended. FBR will use commercially reasonable efforts
consistent with its normal trading and sales practices. Each time
that the Company wishes to issue and sell the Companys common
stock under the Agreement, the Company will notify FBR of the
number of shares to be issued, the dates on which such sales are
anticipated to be made, any minimum price below which sales may
not be made and other sales parameters as the Company deems
appropriate. The Company will pay FBR a commission rate equal to
3.0% of the gross proceeds from the sale of any shares of common
stock sold through FBR as agent under the Agreement. The Company
has also agreed to reimburse FBR for certain expenses incurred in
connection with entering into the Agreement and has provided FBR
with customary indemnification rights.
The foregoing description of the Agreement is not complete and is
qualified in its entirety by reference to the full text of the
Agreement, a copy of which is filed herewith as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.
| Item5.03. |
Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. |
On May15, 2017, the Company filed with the Secretary of State of
the State of Nevada (1)an Amendment to Certificate of Designation
of Preferences, Rights and Limitations of Series A 12%
Convertible Preferred Stock (Series A Preferred Stock), reducing
the number of authorized shares of Series A Preferred Stock that
the Company may issue to 1,742,500 shares (the Series A
Amendment), (2) an Amendment to Certificate of Designation of
Preferences, Rights and Limitations of Series B-1 Convertible
Preferred Stock, Series B-2 Convertible Preferred Stock and
Series B-3 Convertible Preferred Stock, reducing the number of
authorized shares of Series B-3 Convertible Preferred Stock that
the Company may issue to 2,508,500 shares (the Series B
Amendment), and (3)an Amendment to Certificate of Designation of
Preferences, Rights and Limitations of Common Stock (Class W)
(Common Stock (Class W)), increasing the number of authorized
shares of Common Stock (Class W) that the Company may issue to
12,748,500 shares (the Common Stock (Class W) Amendment). Copies
of the Series A Amendment, the Series B Amendment, and the Common
Stock (Class W) Amendment are included as an exhibit to this
report and is incorporated by reference into this Item5.03.
Item9.01. Financial Statements and Exhibits.
|
(a) |
Financial Statements of Businesses Acquired. |
Not applicable.
|
(b) |
Pro Forma Financial Information. |
Not applicable.
|
(c) |
Shell Company Transactions. |
Not applicable.
(d)Exhibits.
|
Exhibit No. |
Description |
|
| 3.1 |
Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series A 12% Convertible Preferred Stock. |
|
| 3.2 |
Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series B-1 Convertible Preferred Stock, Series B-2 Convertible Preferred Stock and Series B-3 Convertible Preferred Stock. |
|
| 3.3 |
Amendment to Certificate of Designation of Preferences, Rights and Limitations of Common Stock (Class W). |
|
| 10.1 |
At Market Issuance Sales Agreement between the Company and FBR Capital Markets Co. dated May 19, 2017. |
About GALECTIN THERAPEUTICS INC. (NASDAQ:GALT)
Galectin Therapeutics Inc. is a clinical-stage biopharmaceutical company engaged in drug research and development to create therapies for fibrotic disease and cancer. The Company’s drug candidates are based on its method of targeting galectin proteins, which are mediators of biologic and pathologic functions. It uses naturally occurring, readily-available plant materials as starting material in manufacturing processes to create complex carbohydrates with specific molecular weights and other pharmaceutical properties. The Company has two product candidates, GR-MD-02 and GM-CT-01. The Company’s galectin-3 inhibitor is GR-MD-02. The Company is focusing on development of GR-MD-02 intended to be used in the treatment of liver fibrosis associated with fatty liver disease (NASH), moderate to severe plaque psoriasis and in cancer therapy in combination with immune-system modifying agent(s). GM-CT-01 is a compound that continues to be explored in preclinical studies. GALECTIN THERAPEUTICS INC. (NASDAQ:GALT) Recent Trading Information
GALECTIN THERAPEUTICS INC. (NASDAQ:GALT) closed its last trading session down -0.04 at 2.48 with 380,479 shares trading hands.