Galecto (NASDAQ: GLTO) prices $295.9M stock offering to fund DMR-001

Rhea-AI Filing Summary

Galecto, Inc. entered into an underwriting agreement to sell 14,473,685 shares of common stock at $19.00 per share, with underwriters granted a 30‑day option to buy up to an additional 2,171,052 shares on the same terms, which was exercised in full. Net proceeds to the company from this offering are approximately $295.9 million after underwriting discounts and estimated expenses. Galecto expects these funds, together with existing cash and cash equivalents, to be sufficient to finance operations into Phase 3 development of its candidate DMR-001, although it notes this estimate depends on assumptions that may prove incorrect. The shares are being issued under an automatic shelf registration statement on Form S-3, with the offering expected to close on February 12, 2026.

Insights

Biotech capital markets analyst

Galecto raises about $295.9M to advance DMR-001 into Phase 3.

Galecto is conducting a sizable equity offering, selling 14,473,685 common shares at $19.00 each, plus 2,171,052 additional shares via a fully exercised underwriter option. Net proceeds are about $295.9M, strengthening the company’s cash position.

The company states that this capital, combined with existing cash and cash equivalents, is expected to fund operations into Phase 3 development of DMR-001. That links the raise directly to later-stage clinical work, though management also notes these estimates rely on assumptions that may prove incorrect.

Because the transaction uses an automatic shelf registration on Form S-3 and a standard underwriting agreement with Jefferies and Leerink Partners, it reflects a conventional primary equity financing structure. Actual impact for shareholders will depend on future clinical progress and how efficiently Galecto deploys the new funds.

NASDAQ DK false 0001800315 0001800315 2026-02-10 2026-02-10

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 10, 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)

Not Applicable

(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 1.01. Entry into a Material Definitive Agreement

On February 10, 2026, Galecto, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and Leerink Partners LLC, as the representatives of the several underwriters named therein (the “Underwriters”), relating to the offer and sale (the “Offering”) of 14,473,685 shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), at a public offering price of $19.00 per share. In addition, the Company granted the Underwriters a 30-day option (the “Option”) to purchase up to an additional 2,171,052 shares of its Common Stock on the same terms and conditions as the Common Stock sold in the Offering, which the Underwriters exercised in full on February 11, 2026.

The net proceeds to the Company from the Offering are approximately $295.9 million, which includes the proceeds from the exercise of the Option, after deducting underwriting discounts and commissions and estimated offering expenses. The net proceeds of this Offering together with existing cash and cash equivalents are expected to be sufficient to fund operations into Phase 3 development of DMR-001. The Company has based this estimate on assumptions that may prove to be incorrect, and the Company could use its available capital resources sooner than it currently anticipates.

The Common Stock described above was offered pursuant to an automatic shelf registration statement on Form S-3 (File No. 333-293343), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 10, 2026 and automatically became effective upon filing. A final prospectus supplement dated February 10, 2026 relating to and describing the terms of the Offering was filed with the SEC on February 11, 2026. The Offering is expected to close on February 12, 2026.

In the Underwriting Agreement, the Company agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute payments that the underwriters may be required to make because of such liabilities. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated by reference herein.

A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the shares of Common Stock issued in the Offering is filed herewith as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Exhibit Description
1.1		Underwriting Agreement, by and among the Company and Jefferies LLC and Leerink Partners LLC, dated as of February 10, 2026
5.1		Opinion of Gibson, Dunn & Crutcher LLP
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 11, 2026				By:		/s/ Sherwin Sattarzadeh
						Sherwin Sattarzadeh
						Chief Operating Officer

FAQ

What type of financing did Galecto, Inc. (GLTO) announce in this 8-K?

Galecto announced an underwritten public offering of common stock. The company entered an underwriting agreement covering 14,473,685 shares at $19.00 per share, plus an additional 2,171,052 shares through a fully exercised 30-day option granted to the underwriters.

How much money will Galecto, Inc. (GLTO) receive from the stock offering?

Galecto expects net proceeds of approximately $295.9 million from the offering. This figure includes proceeds from the underwriters’ fully exercised option and is calculated after deducting underwriting discounts, commissions, and estimated offering expenses from the gross transaction value.

How will Galecto, Inc. (GLTO) use the proceeds from this equity raise?

Galecto expects the offering proceeds, together with existing cash and cash equivalents, to fund operations into Phase 3 development of DMR-001. The company notes this funding outlook is based on assumptions that may prove incorrect, so actual capital needs could differ over time.

What were the main terms of the Galecto (GLTO) underwriters’ option?

Under the underwriting agreement, the underwriters received a 30-day option to purchase up to an additional 2,171,052 common shares at $19.00 per share. The underwriters exercised this option in full on February 11, 2026, increasing the total number of shares sold in the offering.

Under what registration statement is Galecto, Inc. (GLTO) selling these shares?

The shares are being offered under an automatic shelf registration statement on Form S-3, File No. 333-293343. That registration statement was filed with the SEC on February 10, 2026 and became effective upon filing, enabling Galecto to conduct this common stock offering.

When is the Galecto, Inc. (GLTO) stock offering expected to close?

The offering is expected to close on February 12, 2026. Closing is referenced in connection with the final prospectus supplement dated February 10, 2026, which describes the offering terms and follows the underwriters’ full exercise of their option for additional common shares.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 263.2 KB
• EX-5.1 EX-5.1 6.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB