GALECTIN THERAPEUTICS INC. (NASDAQ:GALT) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Common Stock Issuance

On December22, 2016 and December28, 2016, Galectin Therapeutics,
Inc. (the Company) entered into Subscription Agreements
(the Subscription Agreements) with certain purchasers
identified on the pages thereto (the Purchasers). to the
Subscription Agreements, the Company completed private placements
of common stock, par value $0.001 per share (Common Stock) and
warrants to purchase Common Stock (the Common Stock Warrants) to
accredited investors. The Company issued (i)1,954,939 shares of
Common Stock and Common Stock Warrants to purchase 1,466,204
shares of Common Stock at $5 per share on December22, 2016, to a
single investor in exchange for an aggregate purchase price of
$2,000,000 and (ii)859,291 shares of Common Stock and Common
Stock Warrants to purchase 644,468 shares of Common Stock at $5
per share on December28, 2016, to multiple investors in exchange
for an aggregate purchase price of $1,000,000. For each of the
issuances, the price for a unit of one share of Common Stock and
a Common Stock Warrants to acquire 0.75 for each share of Common
Stock was equal to the most recent closing price of a share of
the Companys common stock plus $0.09375.

to the Subscription Agreements, the Company has agreed that
within 90 days of the final closing it will register for resale
the shares of Common Stock sold to the Purchasers as well as the
shares of Common Stock issuable upon exercise of the Common Stock
Warrants.

Each Common Stock Warrant is exercisable at $5.00 per share of
Common Stock at any time after the date that is six months after
issuance until the seventh anniversary of the respective issue
date.

The issuances of Common Stock and Common Stock Warrants,
including the issuance of shares of Common Stock upon exercise of
the Common Stock Warrants, as described above were and will be,
issued in reliance upon the exemption from registration under
Section4(2) of the Securities Act and Rule 506 of Regulation D
promulgated thereunder. Upon issuance the shares of Common Stock
and Common Stock Warrants were not registered under the
Securities Act of 1933, as amended, and will be restricted
securities as such term is defined by Rule 144 under the
Securities Act.

The foregoing description of the Subscription Agreements and the
warrants is not complete and is qualified in its entirety by
reference to the full text of the form of Subscription Agreement
and form of Common Stock Warrant, copies of each of which is
filed herewith as Exhibit 10.1 and Exhibit 4.1, respectively, to
this Current Report on Form 8-K and are incorporated herein by
reference.

Series B-3 Convertible Preferred Stock
Transaction

In a separate transaction, on December23, 2016, the Company and
10X Fund, L.P., a Delaware limited partnership (10X Fund) entered
into that certain Second Amendment to Securities Purchase
Agreement (the First Amendment), which amended that certain
Securities Purchase Agreement, dated September22, 2016, as
amended (the Purchase Agreement). to the Second Amendment, the
Company and 10X Fund agreed to extend the Final Purchase Date, as
defined under the Purchase Agreement. Additionally, the Company
has agreed to issue and sell to 10X Fund, and 10X Fund has agreed
to purchase from the Company an additional 1,008,000 shares of
the Companys Series B-3 Convertible Preferred Stock (the Series
B-3 Preferred Stock) with an aggregate stated value of $1,008,000
million. Each share of Series B-3 Preferred Stock sold in this
issuance is convertible into such number of shares of the
Companys Common Stock determined by dividing (A)$1.00 plus any
accrued but unpaid dividends by (B)$1.12375, and (ii)warrants to
purchase 0.75 shares of Common Stock for every share of Common
Stock into which the Series B-3 Preferred Stock is convertible
(the Series B-3 Warrants) at $3.00 per share. The terms and
conditions of the Series B-3 Preferred Stock are more fully
described in the Companys Current Report on Form 8-K, filed on
September27, 2016.

The foregoing description of the Series B-3 Warrants is not
complete and is qualified in its entirety by reference to the
full text of the form of Series B-3 Warrants, a copy of which is
filed as Exhibit 4.1 to the Companys Current Report on Form 8-K
filed on September27, 2016, and is incorporated herein by
reference.

The information contained in Item1.01 of this report is
incorporated by reference into this Item3.02.

In addition to the issuances described in Item1.01 of this
report, to the terms of that certain Lock-Up Agreement, dated
September22, 2016, between the Company and 10X Fund (the Lock-Up
Agreement), as such agreement is more fully described in the
Companys Current Report on Form 8-K, filed on September27, 2016,
on December27, 2016, the Company issued to 10X Fund warrants to
purchase up to 84,000 shares of Common Stock in connection with
sales of B-3 Preferred Stock, determined by multiplying 500,000
shares by a fraction, the numerator of which is $1,008,000 (i.e.,
the aggregate purchase price paid to the Company in the sale of
Series B-3 Preferred Stock) and the denominator of which is
$6,000,000.

Additionally, to the terms of the Purchase Agreement, as
additional consideration for the lock-up described in the Lock-Up
Agreement, the Company issued to 10X Fund warrants to purchase
168,033 shares of Common Stock, determined by multiplying 0.1667
times $1,008,000 (i.e., the purchase price paid for the Series
B-3 Preferred Stock) (collectively, such warrants together with
the warrants issuable to the Lock-Up Agreement, the Lock-Up
Warrants). The Lock-Up Warrants are exercisable at $3.00 per
share of Common Stock.

The foregoing description of the Lock-Up Warrants is not complete
and is qualified in its entirety by reference to the full text of
the form of Lock-Up Warrants, a copy of which is filed as Exhibit
4.2 to the Companys Current Report on Form 8-K filed on
September27, 2016, and is incorporated herein by reference.

The issuance of shares of Common Stock, the Common Stock
Warrants, the Series B-3 Warrants and the Lock-Up Warrants
described above were made in reliance upon the exemption from
registration under Section4(2) of the Securities Act and Rule 506
of RegulationD promulgated thereunder. The shares of Common Stock
issued and the shares of Common Stock issuable upon exercise of
the Common Stock Warrants, the Series B-3 Warrants and the
Lock-Up Warrants and upon conversion of the Series B-3 Preferred
Stock and were not or will not be registered under the Act and
will be restricted securities as such term is defined by Rule 144
under the Securities Act.

Item8.01 Other Events

On December29, 2016, the Company issued news releases describing
the private placements. A copy of the Companys press release is
attached as Exhibits 99.1 hereto and incorporated by reference
into this Item8.01.

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 up +0.06 at 1.06 with 287,975 shares trading hands.