STOCK TITAN

Galectin Therapeutics Announces Conversion of $105.8 Million in Debt to Equity, Significantly Strengthening Balance Sheet

(Very Positive)
Tags

Galectin Therapeutics (NASDAQ: GALT) announced that Chairman and largest stockholder Richard E. Uihlein has converted all outstanding principal and accrued interest under five line-of-credit facilities into common stock, effective July 31, 2026. The transaction eliminates approximately $105.8 million in total debt obligations, consisting of $91.0 million in principal and about $14.8 million in accrued interest, in exchange for 34,376,167 newly issued shares.

The notes were converted at their individual conversion prices, with a blended average of about $3.07 per share, subject to a $3.00 floor. Following the conversion, Galectin had 100,849,644 shares outstanding. A separate December 19, 2025 supplemental credit facility of up to $10 million remains undrawn and available. The shares were issued under a Section 3(a)(9) Securities Act exemption, and Galectin is obligated to register the resale of the new shares within 180 days.

Loading...
Loading translation...

Positive

  • $105.8 million in total debt eliminated through note conversion
  • Debt comprised of $91.0 million principal and $14.8 million accrued interest
  • Issuance of 34,376,167 shares converts debt to equity, reducing leverage
  • Post-transaction share count of 100,849,644 clarifies equity base
  • Undrawn $10 million December 2025 credit facility remains available for financing
  • Blended conversion price of about $3.07 per share indicates insider support

Negative

  • Issuance of 34,376,167 new shares dilutes existing shareholders’ ownership
  • Company must register resale of new shares within 180 days, enabling future share sales

News Explained

The conversion was effective July 31, 2026 and issued 34,376,167 new shares to Richard E. Uihlein; under the supplied definition, that increases total shares and reduces existing holders’ percentage ownership absent offsetting changes.

Market reaction after debt-to-equity conversion: GALT -9.08%

-9.08% $2.75
15m delay
-9.08% Vs previous close
$2.75 Last Price
$2.73 $3.65 Day Range
$181.44M Market Cap
0.8x Rel. Volume

Following this news, GALT has declined 9.08%, reflecting a notable negative market reaction. Our momentum scanner has triggered 11 alerts so far, indicating notable trading interest and price volatility. The stock is currently trading at $2.75.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Market Context

The active S-3 shelf dated March 31, 2026 expires March 31, 2029. Against that financing backdrop, t...
Analysis

The active S-3 shelf dated March 31, 2026 expires March 31, 2029. Against that financing backdrop, the conversion reduced debt while expanding shares outstanding; moderate short positioning and future resale registration remain relevant risks to monitor.

Key Figures

Debt eliminated: $105.8 million Principal eliminated: $91.0 million Accrued interest eliminated: $14.8 million +5 more
8 metrics
Debt eliminated $105.8 million Total debt obligations including accrued interest
Principal eliminated $91.0 million Principal converted under five credit facilities
Accrued interest eliminated $14.8 million Accrued interest included in the conversion
Shares issued 34,376,167 shares Common stock issued to Richard E. Uihlein upon conversion
Blended conversion price $3.07 per share Average price across the converted notes
Additional financing $10 million December 2025 facility remains undrawn and available
Shares outstanding 100,849,644 shares As of July 31, 2026, following the conversion
Resale registration deadline 180 days Period to register resale of the issued shares

Historical Context

5 past events · Latest: Jun 23 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Jun 23 FDA meeting update Positive +11.4% FDA feedback supported a potential Phase 3 pathway for belapectin
May 27 Clinical data presentation Positive -3.2% EASL analyses reported favorable disease progression and biomarker findings
May 15 Q1 earnings report Positive -7.7% Improved net loss and trial progress accompanied the quarterly financial update
May 11 Phase 2b trial publication Positive +5.2% Published NAVIGATE results showed fewer new esophageal varices
Mar 31 2025 earnings report Positive +8.6% Lower R&D expenses and net loss improved reported financial results

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent positive developments produced mixed reactions, with both gains and declines following favorable company announcements.

Key Terms

convertible promissory notes, section 3(a)(9), registration rights
3 terms
convertible promissory notes financial
"The conversion covers all outstanding convertible promissory notes issued under the Company’s"
A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.
section 3(a)(9) regulatory
"The shares were issued in reliance upon the exemption from registration provided by Section 3(a)(9)"
Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.
registration rights regulatory
"pursuant to the registration rights provisions in the line of credit agreements"
Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google

Chairman Richard E. Uihlein converts outstanding notes under five line of credit facilities into common stock

Transaction eliminates approximately $105.8 million in debt and increases market capitalization

NORCROSS, Ga., Aug. 04, 2026 (GLOBE NEWSWIRE) -- Galectin Therapeutics Inc. (NASDAQ: GALT) ("Galectin" or the "Company"), a clinical-stage biopharmaceutical company developing therapies that target galectin-3 for the treatment of liver fibrosis and portal hypertension associated with MASH cirrhosis, today announced that Richard E. Uihlein, the Company’s Chairman of the Board and largest stockholder, has converted all outstanding principal and accrued interest under five of the Company’s line of credit facilities into shares of the Company’s common stock, effective July 31, 2026.

The conversion eliminated approximately $105.8 million in total debt obligations including the related accrued interest in exchange for the issuance of 34,376,167 shares of common stock to Mr. Uihlein. The conversion covers all outstanding convertible promissory notes issued under the Company’s Line of Credit Letter Agreement dated July 25, 2022, and supplemental facilities dated March 29, 2024, November 14, 2024, March 31, 2025, and July 8, 2025.

“This conversion represents a transformative event for Galectin’s balance sheet and financial position,” said Joel Lewis, Chief Executive Officer of Galectin Therapeutics. “By eliminating over $105 million in debt, we have dramatically improved our capitalization and strengthened our ability to advance our strategy and operations. Mr. Uihlein’s decision to convert his debt to equity reflects his unwavering commitment to the Company and his confidence in our galectin-3 inhibitor platform. I thank Mr. Uihlein once again for his continued support of the Company and our mission to advance belapectin to address a very large unmet medical need for patients with MASH cirrhosis and portal hypertension.”

A sixth facility from the Supplemental Line of Credit Agreement dated December 19, 2025, providing for up to $10 million in additional financing has not been drawn upon and remains available to the Company. No convertible promissory notes have been issued under that facility, and it is unaffected by the conversion.

Transaction Highlights:

  • Elimination of approximately $105.8 million in total debt, consisting of $91.0 million in principal and approximately $14.8 million in accrued interest
  • Issuance of 34,376,167 shares of common stock to Mr. Uihlein upon conversion
  • Conversion covers all notes under five of six credit facilities; the December 2025 facility remains undrawn and available
  • Significant strengthening of the Company’s balance sheet
  • Demonstrates continued strong support from the Company’s Chairman and largest stockholder

The conversion was effected pursuant to pre-existing conversion rights under convertible promissory notes issued to Mr. Uihlein in connection with the Company’s Line of Credit Letter Agreement dated July 25, 2022, and the Supplemental Line of Credit Agreements dated March 29, 2024, November 14, 2024, March 31, 2025, and July 8, 2025. Each note was converted at its specified conversion price (equal to the closing price of the common stock on the date of the note, subject to a $3.00 per share floor), resulting in a blended average conversion price of approximately $3.07 per share.

Following the conversion, the Company had 100,849,644 shares of common stock outstanding as of July 31, 2026.

The shares were issued in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended. The Company is obligated to register the resale of the shares within 180 days of the conversion date pursuant to the registration rights provisions in the line of credit agreements.

About Galectin Therapeutics

Galectin Therapeutics is dedicated to developing novel therapies to improve the lives of patients with chronic liver disease and cancer. Galectin’s lead drug belapectin is a carbohydrate-based drug that inhibits the galectin-3 protein, which is directly involved in multiple inflammatory, fibrotic, and malignant diseases, for which belapectin has Fast Track designation by the U.S. Food and Drug Administration. The lead development program is in metabolic dysfunction-associated steatohepatitis (MASH) with cirrhosis and portal hypertension, the most advanced form of MASH-related fibrosis. Liver cirrhosis is one of the most pressing medical needs and a significant drug development opportunity. Additional development programs are in treatment of combination immunotherapy for advanced head and neck cancers and other malignancies. Advancement of these additional clinical programs is largely dependent on finding a suitable partner. Galectin seeks to leverage extensive scientific and development expertise as well as established relationships with external sources to achieve cost-effective and efficient development. Additional information is available at www.galectintherapeutics.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or future financial performance, and use words such as “may,” “estimate,” “could,” “expect”, “look forward”, “believe”, “hope” and others. They are based on management’s current expectations and are subject to factors and uncertainties that could cause actual results to differ materially from those described in the statements. These statements include those regarding the anticipated benefits from the debt conversion, the Company’s plans to register the resale of shares issued upon conversion, and the Company’s ability to advance its clinical programs. Factors that could cause actual performance to differ materially from those discussed in the forward-looking statements include, among others, that Galectin may not be successful in developing effective treatments and/or obtaining the requisite approvals for the use of belapectin or any of its other drugs in development; the Company may not be successful in scaling up manufacturing and meeting requirements related to chemistry, manufacturing and control matters; the Company’s current clinical trial and any future clinical studies may not produce positive results in a timely fashion, if at all, and could require larger and longer trials, which would be time consuming and costly; plans regarding development, approval and marketing of any of Galectin’s drugs are subject to change at any time based on the changing needs of the Company as determined by management and regulatory agencies; regardless of the results of any of its development programs, Galectin may be unsuccessful in developing partnerships with other companies or raising additional capital that would allow it to further develop and/or fund any studies or trials. Galectin has incurred operating losses since inception, and its ability to successfully develop and market drugs may be impacted by its ability to manage costs and finance continuing operations. For a discussion of additional factors impacting Galectin’s business, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and subsequent filings with the SEC. You should not place undue reliance on forward-looking statements. Although subsequent events may cause its views to change, management disclaims any obligation to update forward-looking statements.

Company Contact:

Galectin Therapeutics Inc.
Jack Callicutt, Chief Financial Officer
(678) 620-3186
ir@galectintherapeutics.com

Investors Relations Contact:

Kevin Gardner
kgardner@lifesciadvisors.com

Galectin Therapeutics and its associated logo is a registered trademark of Galectin Therapeutics Inc. Belapectin is the USAN assigned name for Galectin Therapeutics’ galectin-3 inhibitor belapectin.


FAQ

What did Galectin Therapeutics (GALT) announce on August 4, 2026 regarding its debt?

Galectin Therapeutics announced conversion of about $105.8 million in debt to equity. According to Galectin Therapeutics, Chairman Richard E. Uihlein exchanged all principal and accrued interest from five credit facilities for newly issued common shares, significantly reducing the company’s debt obligations.

How many shares did Galectin Therapeutics (GALT) issue in the August 2026 debt conversion?

Galectin Therapeutics issued 34,376,167 shares of common stock in the transaction. According to Galectin Therapeutics, these shares were issued to Chairman Richard E. Uihlein upon conversion of all outstanding notes and interest under five line-of-credit facilities into equity.

What is Galectin Therapeutics’ post-conversion share count after the August 4, 2026 GALT announcement?

After the conversion, Galectin Therapeutics had 100,849,644 shares outstanding. According to Galectin Therapeutics, this updated share count reflects the issuance of 34,376,167 new shares to convert approximately $105.8 million of principal and accrued interest into equity.

At what price were the Galectin Therapeutics (GALT) notes converted to shares in July 2026?

The notes converted at individual prices with a blended average of about $3.07 per share. According to Galectin Therapeutics, each note used the closing stock price on its date, subject to a $3.00 per share floor set in the agreements.

Does Galectin Therapeutics still have credit available after the August 2026 GALT debt conversion?

Yes, Galectin Therapeutics still has an undrawn facility of up to $10 million. According to Galectin Therapeutics, the December 19, 2025 supplemental line of credit was not used, no notes were issued under it, and it remains available.

Will the new Galectin Therapeutics (GALT) shares from the July 2026 conversion be registered for resale?

Yes, the company must register these shares for resale within 180 days. According to Galectin Therapeutics, the shares were issued under Section 3(a)(9), and registration rights in the line-of-credit agreements require timely resale registration.

How does the August 4, 2026 GALT debt-to-equity conversion affect Galectin Therapeutics’ balance sheet?

The conversion removes about $105.8 million of debt from Galectin’s balance sheet. According to Galectin Therapeutics, eliminating this principal and accrued interest and replacing it with equity is expected to significantly strengthen capitalization and support ongoing clinical and operational activities.