Galecto Inc. SEC Filings

Galecto, Inc. filed an initial insider ownership report for its Chief Operating Officer. The Form 3 identifies Sherwin Sattarzadeh as the company’s Chief Operating Officer and a reporting person under insider ownership rules. The filing states in the remarks that no securities are beneficially owned, meaning the officer reported holding no Galecto, Inc. common stock or derivative securities at the time of this initial statement.

Paramora Holding LLC filed a Schedule 13G reporting beneficial ownership of 120,473 shares of Galecto, Inc. common stock, equal to 7.5% of the class based on 1,597,321 shares outstanding as of December 29, 2025. Paramora has sole voting and sole dispositive power over these shares, with no shared voting or dispositive power.

The filing notes additional Galecto Series C Non-Voting Convertible Preferred Stock held by Paramora that could convert into common stock at a rate of 1,000 common shares per preferred share, but these potential shares are excluded from the reported ownership. Conversion is subject to stockholder approval under Nasdaq rules and a 4.99% Beneficial Ownership Limitation, which restricts how much common stock Paramora can hold upon conversion. The filing states the securities are not held for the purpose of changing or influencing control of Galecto.

Galecto, Inc. shareholder Paragon Therapeutics, Inc. reports beneficial ownership of 120,473 shares of Galecto common stock, representing 7.5% of the class. Paragon has sole power to vote and dispose of these shares, with no shared voting or dispositive power.

The 7.5% figure is based on 1,597,321 shares of Galecto common stock outstanding as of December 29, 2025. The filing notes that this stake excludes common shares issuable from Series C Non-Voting Convertible Preferred Stock, which would convert at a rate of 1,000 common shares per preferred share, subject to stockholder approval and a 4.99% Beneficial Ownership Limitation. Paragon certifies that the securities are not held for the purpose of changing or influencing control of Galecto.

Galecto, Inc. reported that it plans to meet with securities analysts, investors and others in connection with the 44th Annual J.P. Morgan Healthcare Conference beginning on January 12, 2026. During these meetings, the company expects to use a corporate slide presentation that is included as Exhibit 99.1, titled “Corporate Presentation (January 2026). The information related to these meetings and the presentation is being furnished under Regulation FD, meaning it is not treated as filed for purposes of the Securities Exchange Act of 1934 and is not subject to the associated liability provisions or automatically incorporated into other securities law filings.

Galecto, Inc. reported new equity awards to Chief Medical Officer Hewes L. BeckerJanuary 5, 2026, Becker received 264,629 restricted stock units, each representing one share of Galecto common stock at settlement. These RSUs vest 25% on each anniversary of the grant date over four years, conditioned on continued service.

On the same date, Becker was granted a stock option covering 528,603 shares of common stock at an exercise price of $21.82 per share. The option vests 25% on January 5, 2027 and then in equal monthly installments through January 5, 2030, also subject to continued service. Following these grants, Becker directly holds 264,629 shares of common stock and options for 528,603 shares.

Galecto, Inc.’s Chief Medical Officer files an initial ownership report showing no holdings. Hewes L. Becker, the company’s Chief Medical Officer, submitted a Form 3 indicating that no securities of Galecto, Inc. are beneficially owned. The filing confirms his officer role and that this is an individual filing, with a remark explicitly stating that no securities are beneficially owned.

Galecto, Inc. reported two key developments. The company issued a warrant to Paramora Holding LLC on December 31, 2025 to purchase up to 628,302 shares of common stock at an exercise price of $23.01 per share, relying on a private offering exemption under Section 4(a)(2) of the Securities Act. The warrant is effective as of that date and expires 10 years later.

Galecto also appointed Sherwin Sattarzadeh as Chief Operating Officer, effective January 5, 2026. His offer letter provides a base salary of $540,000, a target annual bonus equal to 40% of base salary, severance protections that increase in connection with a sale event, and company-subsidized health coverage for up to 18 months in certain termination scenarios. As an inducement grant, he will receive 190,376 restricted stock units vesting over four years and options to purchase 444,209 shares vesting over four years.

Galecto, Inc. is asking stockholders to approve a series of major corporate actions tied to its recent acquisition of Damora Therapeutics and a large PIPE financing. The special meeting will be held virtually in 2026, with six proposals including approval of preferred stock conversion, an amendment to the certificate of incorporation, redomestication to the Cayman Islands, a 2026 equity incentive plan, a 2026 employee stock purchase plan and a possible adjournment.

Galecto acquired Damora in a stock-for-stock asset acquisition focused on an option to license three antibody programs (DMR‑001, DMR‑002 and DMR‑003), and simultaneously raised about $285 million by issuing 39,641 shares of Series C Preferred Stock. After the transactions, PIPE investors hold 63.9% of the company on an as-converted basis, and total common stock on an as-converted basis is 61,998,882 shares. Galecto reports cash and cash equivalents of $274 million as of November 30, 2025 and expects this to fund operations into 2029, but remains a clinical‑stage biotech with no approved products, a net loss of $9.1 million for the nine months ended September 30, 2025, and an accumulated deficit of $286.6 million. The board believes moving to the Cayman Islands will cut Delaware franchise taxes and provide more protective corporate law, but it will also change stockholder rights.