Galecto (NASDAQ: GLTO) CEO departs amid big share increase and Cayman move

Rhea-AI Filing Summary

Galecto, Inc. announced major corporate changes centered on leadership and capital structure. The board determined that, effective February 10, 2026, Hans T. Schambye will step down as Chief Executive Officer and President and resign from the board, with no disagreement cited over operations or policies. Subject to a separation agreement, he will receive benefits under his retention agreement and the Executive Separation Benefits Plan, including lump-sum severance and full acceleration of all outstanding equity awards.

The board appointed current Chief Operating Officer Sherwin Sattarzadeh as interim principal executive officer, with his existing offer letter continuing to govern his employment. At a February 9, 2026 special meeting, stockholders approved the issuance of common shares upon conversion of Series B and Series C preferred stock, an increase in authorized common shares from 300,000,000 to 500,000,000, a redomestication from Delaware to the Cayman Islands, and new 2026 equity incentive and employee stock purchase plans. Following automatic conversion of 42,005 shares of Series C preferred into 42,005,000 common shares, the company had approximately 43.6 million common shares outstanding as of February 9, 2026.

Positive

• None.

Negative

• Substantial equity expansion and potential dilution: Authorized common shares increased to 500,000,000 and conversion of 42,005 Series C preferred shares into 42,005,000 common shares raised total common shares outstanding to approximately 43.6 million, materially changing the company’s capital structure.

Insights

Equity Capital Structure Analyst

Galecto combines leadership change with a major share and domicile restructuring.

The company’s stockholders approved several far‑reaching measures at the special meeting. Authorized common shares increased from 300,000,000 to 500,000,000, and automatic conversion of 42,005 Series C preferred shares into 42,005,000 common shares brought total common shares outstanding to about 43.6 million as of February 9, 2026.

These steps significantly reshape the equity base and create capacity for future issuances under the newly approved 2026 Equity Incentive Plan and Employee Stock Purchase Plan. The approved redomestication from Delaware to the Cayman Islands also changes the legal framework under which the company operates, aligning governance with the Cayman memorandum and articles once implemented.

In parallel, CEO Hans T. Schambye’s departure and full acceleration of his equity awards transfer leadership to interim principal executive officer Sherwin Sattarzadeh. Future disclosures on how the expanded share authorization and new plans are used, and on completion of the redomestication, will further clarify long‑term ownership and governance dynamics.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 6, 2026

GALECTO, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39655		37-1957007
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

75 State Street, Suite 100

Boston, MA 02109

(Address of principal executive offices, including zip code)

(+45) 70 70 52 10

(Registrant’s telephone number, including area code)

Ole Maaloes Vej 3

DK-2200 Copenhagen N

Denmark

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trade Symbol(s)		Name of each exchange on which registered
Common Stock, $0.00001 par value per share		GLTO		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Chief Executive Officer and President

On February 6, 2026, the Board of Directors (the “Board”) of Galecto, Inc. (the “Company”) determined that, effective as of 12:01 a.m. Eastern time on February 10, 2026 (the “Effective Time”), Hans T. Schambye would cease serving as the Company’s Chief Executive Officer and President. Subject to Dr. Schambye executing a separation agreement in favor of the Company in a form agreed to by the Company, Dr. Schambye will be entitled to receive separation benefits in accordance with (i) his retention agreement, as described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 10, 2025 and (ii) the Company’s Executive Separation Benefits Plan, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 31, 2025 (the “Proxy Statement”); however, the base salary continuation and pro-rated bonus will be paid in a single lump sum and all of Dr. Schambye’s outstanding equity awards will be fully accelerated.

On February 9, 2026, Dr. Schambye notified the Board of his resignation from the board, effective as of the Effective Time. The resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Appointment of Interim Principal Executive Officer

On February 6, 2026, the Board appointed Sherwin Sattarzadeh, the Company’s current Chief Operating Officer, to serve as the Company’s interim principal executive officer, effective as of the Effective Time.

The Company previously entered into an offer letter with Mr. Sattarzadeh, dated December 31, 2025 (the “Sattarzadeh Offer Letter”). The Sattarzadeh Offer Letter will continue to govern the terms of Mr. Sattarzadeh’s employment with the Company. A description of the Sattarzadeh Offer Letter and Mr. Sattarzadeh’s biographical information are set forth in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2026.

Mr. Sattarzadeh was not appointed pursuant to any arrangement or understanding between him and any other person. Mr. Sattarzadeh does not have any family relationships with any director or executive officer of the Company, and there are no transactions in which Mr. Sattarzadeh has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 9, 2026, in connection with the approval by stockholders of the Company at a special meeting of stockholders (the “Special Meeting”) as described in Item 5.07 below, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock, par value $0.00001 per share (“Common Stock”), from 300,000,000 to 500,000,000, which became effective upon filing.

The foregoing description of the Certificate of Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held the Special Meeting on February 9, 2026. The following proposals were submitted to the stockholders of the Company at the Special Meeting, which are described in detail in the Proxy Statement:

1.To approve, in accordance with Nasdaq Listing Rule 5635(a), the issuance of shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), upon conversion of the Company’s Series B Non-Voting Convertible Preferred Stock, par value $0.00001 per share, and the Company’s Series C Non-Voting Convertible Preferred Stock, par value $0.00001 per share (“Series C Preferred Stock”) (the “Conversion Proposal”);

2.To approve an amendment to the Certificate of Incorporation, as amended and restated (“Certificate of Incorporation”), to increase the number of authorized shares of Common Stock from 300,000,000 to 500,000,000 (the “Authorized Shares Proposal”);

3.To approve (A) the redomestication of the Company from the State of Delaware to the Cayman Islands by conversion (“Proposal No. 3A”) and (B)(i) the redomestication of the Company from the State of Delaware to the Cayman Islands by way of continuation and (ii) the adoption of the memorandum and articles of association of the Company (the “Cayman Articles”), substantially in the form attached as Annex C to the Proxy Statement (“Proposal No. 3B” and together with Proposal No. 3A, the “Redomestication Proposal”);

4.To approve the Galecto, Inc. 2026 Equity Incentive Plan (the “Equity Incentive Plan Proposal”); and

5.To approve the Galecto, Inc. 2026 Employee Stock Purchase Plan (the “ESPP Proposal”).

There were 1,597,321 shares of Common Stock outstanding and entitled to vote on December 29, 2025, the record date for the Special Meeting, and 1,231,020 shares of Common Stock were represented in person or by proxy at the Special Meeting, which number constituted a quorum.

All proposals submitted to a vote of the stockholders of the Company at the Special Meeting were approved. The final voting results regarding each proposal are set forth below.

1.Conversion Proposal.

For		Against		Abstain		Broker Non-Votes
809,145		6,299		4,565		155,340

The above voting results for the Conversion Proposal do not include up to 265,309 shares of Common Stock that were issued in the Asset Acquisition (as described in the section “Description of the Transactions—Acquisition of Damora” in the Proxy Statement) that were not entitled to vote on the Conversion Proposal for purposes of Nasdaq rules. Up to 265,309 of these shares of Common Stock were voted in favor of the Conversion Proposal for purposes of adopting the proposal under Delaware law. However, to comply with applicable Nasdaq rules, the Company instructed the inspector of elections to conduct a separate tabulation, which is set forth above, that subtracted up to 265,309 shares from the total number of shares of Common Stock voted in favor of the Conversion Proposal for purposes of determining whether the proposal was also adopted under applicable Nasdaq rules.

2.Authorized Shares Proposal.

For		Against		Abstain		Broker Non-Votes
1,010,197		218,862		1,961		0

3.Redomestication Proposal.

For		Against		Abstain		Broker Non-Votes
826,366		246,649		2,665		155,340

4.Equity Incentive Plan Proposal.

For		Against		Abstain		Broker Non-Votes
826,435		243,664		5,581		155,340

5.ESPP Proposal.

For		Against		Abstain		Broker Non-Votes
840,262		230,574		4,844		155,340

Item 8.01 Other Events.

Following the approval of the Conversion Proposal and the automatic conversion of shares of the Company’s Series C Preferred Stock, subject to certain beneficial ownership limitations, the Company had approximately 43.6 million shares of Common Stock issued and outstanding as of February 9, 2026, which gives effect to the automatic conversion of 42,005 shares of the Company’s Series C Preferred Stock into 42,005,000 shares of Common Stock.

Item 9.01 Financial Statements and Exhibits

Exhibit		Description
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, effective as of February 9, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Galecto, Inc.
Date: February 10, 2026				By:		/s/ Sherwin Sattarzadeh
						Sherwin Sattarzadeh
						Chief Operating Officer

FAQ

What executive leadership changes did Galecto (GLTO) disclose in this 8-K?

Galecto’s board decided that Hans T. Schambye will cease serving as Chief Executive Officer and President as of February 10, 2026, and he also resigned from the board. Chief Operating Officer Sherwin Sattarzadeh was appointed interim principal executive officer effective the same time.

What severance and equity treatment will Hans T. Schambye receive from Galecto (GLTO)?

Subject to signing a separation agreement, Hans T. Schambye will receive separation benefits under his retention agreement and the Executive Separation Benefits Plan. His base salary continuation and pro‑rated bonus will be paid in a single lump sum, and all outstanding equity awards will fully accelerate.

Who is Galecto’s (GLTO) new interim principal executive officer?

Galecto appointed current Chief Operating Officer Sherwin Sattarzadeh as interim principal executive officer, effective February 10, 2026. His employment continues to be governed by his existing offer letter, and the company states he was not appointed under any arrangement with another person or family relationship.

What share authorization change did Galecto (GLTO) stockholders approve?

Stockholders approved an amendment to increase authorized common shares from 300,000,000 to 500,000,000. The Certificate of Amendment became effective upon filing in Delaware on February 9, 2026, expanding the company’s capacity to issue additional common stock in the future.

How many Galecto (GLTO) common shares were outstanding after the Series C conversion?

Following approval of the Conversion Proposal and automatic conversion of 42,005 Series C preferred shares into 42,005,000 common shares, Galecto had approximately 43.6 million common shares issued and outstanding as of February 9, 2026, according to the 8-K disclosure.

What redomestication proposal did Galecto (GLTO) stockholders approve?

Stockholders approved a redomestication of Galecto from Delaware to the Cayman Islands, including both a conversion and a continuation alternative, and adoption of Cayman memorandum and articles of association. This shifts the company’s corporate domicile and governing charter framework once implemented.

What new equity plans did Galecto (GLTO) stockholders approve at the special meeting?

Stockholders approved the Galecto, Inc. 2026 Equity Incentive Plan and the 2026 Employee Stock Purchase Plan. These plans provide structures for future equity-based compensation and employee stock purchases, complementing the increased authorized common share count approved at the same meeting.

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