Galecto Announces Proposed Underwritten Public Offering of Common Stock and Preferred Stock

Rhea-AI Summary

Galecto (NASDAQ: GLTO) announced a proposed underwritten public offering of common stock and Series C non-voting convertible preferred stock on February 10, 2026. Each Series C preferred share is convertible into 1,000 common shares, subject to beneficial ownership conversion limits.

The company said proceeds are intended to fund preclinical studies, clinical trials, manufacturing for antibody programs, additional R&D, working capital, and general corporate purposes. Underwriters have a 30-day option to purchase additional common shares; the offering is subject to market and other conditions.

Positive

• Underwritten public offering of common and Series C preferred stock
• Series C conversion ratio of 1,000 common shares per preferred share
• Proceeds earmarked for preclinical, clinical, manufacturing and R&D

Negative

• Offering subject to market and other conditions, completion not assured
• Potential shareholder dilution from convertible Series C and additional shares

Key Figures

Series C conversion ratio: 1,000 common shares per preferred share Underwriter option period: 30 days Shelf filing date: February 10, 2026 +5 more

8 metrics

Series C conversion ratio 1,000 common shares per preferred share Conversion rate for Series C non-voting convertible preferred stock

Underwriter option period 30 days Duration of underwriters’ option to purchase additional common shares

Shelf filing date February 10, 2026 Automatic shelf registration statement relating to these securities

Current share price $24.00 Price prior to announcement of proposed underwritten offering

1-day price move -4.99% 24-hour change ahead of the offering announcement

52-week range $2.01 – $38.3251 GLTO trades 37.38% below its 52-week high

Market capitalization $40,415,318 Equity value prior to the proposed offering

Relative volume 1.42x Today’s volume vs 20-day average ahead of the deal

Market Reality Check

Price: $21.52 Vol: Volume 47,278 is 1.42x th...

normal vol

$21.52 Last Close

Volume Volume 47,278 is 1.42x the 20-day average of 33,279, indicating elevated trading interest ahead of the offering. normal

Technical Shares at $24.00 are trading above the 200-day MA of $10.52, despite a -4.99% move over the last 24 hours and sitting 37.38% below the 52-week high.

Peers on Argus

GLTO fell 4.99% while close biotech peers showed mixed moves: gains in QLGN (7.7...

GLTO fell 4.99% while close biotech peers showed mixed moves: gains in QLGN (7.72%), SLXN (1.16%) and BDRX (4%) contrasted with declines in ENTO (-5.68%) and TOVX (-7.95%). This pattern points to stock-specific pressure from the offering rather than a coordinated sector move.

Historical Context

5 past events · Latest: Jan 12 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 12	Strategic priorities	Positive	+6.4%	Outlined 2026 milestones and highlighted prior $285M PIPE runway into 2029.
Jan 06	Leadership hires	Positive	+2.7%	Added COO and CMO and reiterated mutCALR pipeline timelines and funding runway.
Dec 16	Inducement grant	Neutral	-5.1%	Granted options to a new employee under inducement plan at $32.00 exercise price.
Nov 10	Acquisition/financing	Positive	+248.5%	Completed Damora acquisition with ~$284.9M financing to advance anti-mutCALR assets.
Nov 06	Q3 2025 results	Positive	-2.0%	Reported Q3 2025 results with constructive FDA pre-IND guidance for GB3226.

Pattern Detected

Recent history shows GLTO often trades higher on positive strategic or financing news, though there has been at least one instance where constructive clinical/earnings updates coincided with a modest decline.

Recent Company History

Over the last several months, Galecto has reported multiple strategic and financing milestones. A November 2025 acquisition of Damora and related financing drove a 248.48% move, while subsequent leadership additions and 2026 milestone updates saw gains of 2.73% and 6.44%. Inducement equity grants in December 2025 and third quarter 2025 financial results both produced modest declines. Against this backdrop, today’s underwritten offering follows a period of generally positive reactions to growth- and pipeline-focused announcements.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2026-02-10

On February 10, 2026, Galecto filed an automatic shelf registration on Form S-3ASR, allowing it to offer common stock, preferred stock, debt securities, warrants and units from time to time via prospectus supplements. The current underwritten public offering of common and Series C non-voting convertible preferred stock is being conducted under this effective shelf framework.

Market Pulse Summary

This announcement details a proposed underwritten offering of common stock and Series C non-voting c...

Analysis

This announcement details a proposed underwritten offering of common stock and Series C non-voting convertible preferred stock, with each preferred share convertible into 1,000 common shares subject to beneficial ownership limits. The deal uses Galecto’s automatically effective Form S-3ASR shelf filed on February 10, 2026. Proceeds are earmarked for preclinical work, clinical trials, manufacturing and general corporate purposes. Investors may monitor deal size, pricing, and progress on planned IND submissions to gauge the impact of this financing on the company’s pipeline trajectory.

Key Terms

underwritten public offering, non-voting convertible preferred stock, beneficial ownership, shelf registration statement, +3 more

7 terms

underwritten public offering financial

"today announced that it has commenced an underwritten public offering of shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

non-voting convertible preferred stock financial

"Series C non-voting convertible preferred stock. All of the securities"

A non-voting convertible preferred stock is a share that normally pays a fixed dividend and takes priority over common stock for payouts, but does not grant the holder the right to vote on corporate matters. It can be exchanged later for a set number of common shares, offering the potential to participate in price gains without immediate control—like holding a high-yield loan that can be turned into equity, which matters to investors weighing steady income, upside potential, and possible dilution of ownership.

beneficial ownership regulatory

"subject to beneficial ownership conversion limits applicable to the Series C"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

shelf registration statement regulatory

"An automatically effective shelf registration statement relating to these securities"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"only by means of a written prospectus, including a prospectus supplement, forming"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

registration or qualification regulatory

"prior to the registration or qualification under the securities laws of any such"

Registration or qualification is the process of officially confirming that an individual or entity meets certain standards or requirements to participate in a specific activity or industry. It acts like a formal sign-up, ensuring that participants are authorized and capable, which helps protect interests and maintain trust. For investors, it’s important because it indicates that the person or organization has necessary credentials, making their actions or offerings more reliable.

Form S-3 regulatory

"automatic shelf registration statement on Form S-3 as a well-known"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

AI-generated analysis. Not financial advice.

BOSTON, Feb. 10, 2026 (GLOBE NEWSWIRE) -- Galecto, Inc. (NASDAQ: GLTO), a biopharmaceutical company focused on developing novel therapeutics to redefine the treatment paradigm for people living with blood cancers, today announced that it has commenced an underwritten public offering of shares of its common stock and, in lieu of common stock to certain investors that so choose, Series C non-voting convertible preferred stock. All of the securities are being offered by Galecto. In addition, Galecto intends to grant the underwriters a 30-day option to purchase additional shares of its common stock. Each share of Series C preferred stock will be convertible into 1,000 shares of common stock at the election of the holder, subject to beneficial ownership conversion limits applicable to the Series C preferred stock. The proposed public offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed or as to the actual size or terms of the offering.

Galecto intends to use the proceeds from the proposed underwritten public offering of its shares of common stock and Series C preferred stock, together with its cash and cash equivalents, for preclinical studies, clinical trials, and manufacturing in support of our antibody programs, as well as for additional research and development activities, working capital, and general corporate purposes.

Jefferies, Leerink Partners, Evercore ISI and Guggenheim Securities are acting as joint book-running managers for the offering.

An automatically effective shelf registration statement relating to these securities was filed with the Securities and Exchange Commission (SEC) on February 10, 2026. This offering will be made only by means of a written prospectus, including a prospectus supplement, forming a part of an effective registration statement. A copy of the preliminary prospectus and the accompanying prospectus relating to the offering may be obtained, when available, from: Jefferies LLC (Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022; telephone: 877-821-7388; or email: Prospectus_Department@Jefferies.com); Leerink Partners LLC (Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, Massachusetts 02109; telephone: 800-808-7425 ext. 6105; or email: syndicate@leerink.com); Evercore Group L.L.C. (Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, New York 10055; telephone: 888-474-0200; or email: ecm.prospectus@evercore.com); or Guggenheim Securities, LLC (Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, New York 10017; telephone: 212-518-9544; or email: GSEquityProspectusDelivery@guggenheimpartners.com).

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Galecto, Inc.

Galecto, Inc. is a clinical-stage biotechnology company advancing a pipeline of antibody therapeutics to transform treatment of a broad spectrum of hematological cancers. Galecto’s pipeline includes a highly differentiated mutant calreticulin (mut-CALR)-driven myeloproliferative neoplasm portfolio targeting essential thrombocythemia and myelofibrosis. Galecto’s pipeline also includes GB3226, a first-in-class preclinical dual inhibitor of ENL-YEATS and FLT3 for the treatment of multiple genetic subsets of acute myeloid leukemia.

Forward-Looking Statements

Certain statements in this press release, other than purely historical information, may constitute “forward-looking statements” within the meaning of the federal securities laws, including for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding Galecto’s expectations regarding the proposed offering, including the timing, size, structure and completion of the proposed offering on the anticipated terms; the anticipated use of the net proceeds from the offering; the grant to the underwriters of the option to purchase additional shares; and express or implied statements relating to the Company’s expectations, hopes, beliefs, intentions or strategies regarding the future of its assets, pipeline and business. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting the Company will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, market conditions that may affect the timing, terms or conditions of the proposed underwritten public offering, the Company’s successful completion of the proposed underwritten public offering, the satisfaction of customary closing conditions related to the proposed underwritten public offering and those uncertainties and factors described under the headings “Risk Factors,” “Cautionary Information Regarding Forward-Looking Statements” or “Cautionary Note Regarding Forward-Looking Statements” in the Company’s most recent filings with the SEC. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth therein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this press release, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. The Company does not undertake or accept any duty to make any updates or revisions to any forward-looking statements.

Media Contact:
Lia Dangelico
Deerfield Group
lia.dangelico@deerfieldgroup.com

Investor Contact:
Brian Ritchie
LifeSci Advisors
britchie@lifesciadvisors.com

FAQ

What securities did Galecto (GLTO) announce in the February 10, 2026 offering?

Galecto announced an underwritten offering of common stock and Series C non-voting convertible preferred stock. According to Galecto, each Series C preferred share converts into 1,000 common shares, subject to beneficial ownership conversion limits.

How does the Series C preferred conversion work for GLTO shareholders?

Each Series C preferred share is convertible into 1,000 common shares at the holder's election. According to Galecto, conversion is subject to beneficial ownership conversion limits that may restrict automatic conversion in some cases.

What will Galecto (GLTO) use the offering proceeds for?

Proceeds will fund preclinical studies, clinical trials, manufacturing for antibody programs, R&D, working capital, and general corporate purposes. According to Galecto, these uses are intended to support its antibody development programs and operations.

Who are the underwriters for Galecto's (GLTO) proposed offering and what additional option exists?

Jefferies, Leerink Partners, Evercore ISI and Guggenheim Securities are joint book-running managers. According to Galecto, underwriters have a 30-day option to purchase additional common shares to cover over-allotments.

Is Galecto's (GLTO) offering guaranteed to close and where can investors get the prospectus?

The offering is not guaranteed and is subject to market and other conditions. According to Galecto, the offering will be made only by a written prospectus and a preliminary prospectus will be available from the listed underwriters.