Galecto Inc. SEC Filings

Venrock-affiliated investment entities reported a significant passive stake in Galecto, Inc. They disclosed beneficial ownership of 3,603,595 shares of Galecto common stock, representing 6.0% of the company’s outstanding shares.

The holdings are spread across Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, and Venrock Healthcare Capital Partners EG, L.P., with management entities VHCP Management III, LLC and VHCP Management EG, LLC, and individuals Nimish Shah and Bong Y. Koh also listed as reporting persons. The 6.0% figure is based on 60,232,620 Galecto shares outstanding as of February 12, 2026. The group certifies that the securities were not acquired and are not held for the purpose of changing or influencing control of Galecto.

Jain Global LLC, Jain Holdings LLC, and Robert Jain reported beneficial ownership of 120,566 shares of Galecto, Inc. common stock, representing 7.5% of the company. This stake is held through Jain Global Master Fund Ltd, for which Jain Global serves as investment manager.

The percentage is based on 1,597,321 shares outstanding as of December 29, 2025, as reported in Galecto’s definitive proxy statement. The securities are certified as being acquired and held in the ordinary course of business, not for the purpose of changing or influencing control of Galecto.

Galecto, Inc. director Bruno Julianne reported acquiring Common Stock through the conversion of preferred shares. On February 9, 2026, after stockholders approved the issuance of Common Stock upon conversion of Series C Non-Voting Convertible Preferred Stock, 129 shares of Series C Preferred Stock converted into 129,000 shares of Common Stock at a price of $0 per share.

After this derivative conversion, Julianne directly beneficially owned 137,032 shares of Common Stock. These securities, including the newly issued Common Stock, are subject to a lock-up agreement related to Galecto’s public offering, restricting sales or transfers for 60 days following the February 10, 2026 final prospectus supplement.

Galecto, Inc. reported that investment funds managed by Fairmount converted Series C Non-Voting Convertible Preferred Stock into common shares after stockholder approval on February 9, 2026. Fairmount Healthcare Fund II L.P. converted 5,809 Series C shares into 5,809,000 common shares, and Fairmount Healthcare Co-Invest V L.P. converted 2,904 Series C shares into 2,904,000 common shares, reflecting a 1,000-to-1 conversion ratio.

The converted shares, along with other securities held by the reporting persons, are subject to a lock-up that generally restricts sales or transfers for 60 days after the February 10, 2026 final prospectus supplement for Galecto’s public offering. The Series C Preferred Stock has no expiration date, and conversions are capped so that Fairmount and its affiliates cannot beneficially own more than 19.99% of Galecto’s outstanding common shares immediately after any conversion. Fairmount Funds Management LLC, led by managers Peter Harwin and Tomas Kiselak, is the investment manager for the converting funds and disclaims beneficial ownership except for its pecuniary interest.

Fairmount Funds Management and affiliated entities report beneficial ownership of 8,713,000 Galecto common shares, representing 19.99% of the class, based on 43,595,335 shares outstanding as of February 9, 2026.

The filing reflects automatic conversion of Series C Preferred Stock after shareholder approval. On February 9, 2026, 5,809 Series C shares held by Fund II and 2,904 Series C shares held by Co-Invest converted into 5,809,000 and 2,904,000 common shares, respectively.

Additional common shares issuable from Series B and Series C Preferred Stock are excluded from reported ownership due to a 19.99% beneficial ownership cap, which will automatically reduce to 9.99% once Fairmount and affiliates beneficially own 9.0% or less. Fund II, Co-Invest and certain individuals agreed to 60-day lock-up restrictions following the February 10, 2026 final prospectus supplement for Galecto’s public offering.

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.

Galecto, Inc. is offering 14,473,685 shares of common stock at $19.00 per share in an underwritten public offering. The company has granted underwriters a 30‑day option to buy up to 2,171,052 additional shares.

Galecto expects net proceeds of about $257.2 million, or $295.9 million if the option is fully exercised, to fund preclinical studies, clinical trials and manufacturing for its antibody programs, broader R&D, working capital and general corporate purposes, and potentially future in‑licensing or acquisitions. Based on its current plan, this cash plus existing funds should finance operations into Phase 3 development of lead candidate DMR‑001 but not through regulatory approval.

The company highlights immediate and substantial dilution: at a $19.00 offering price, investors face $11.68 per share of dilution relative to the pro forma as‑adjusted net tangible book value of $7.32 per share. Pro forma as‑adjusted shares outstanding would be 58,061,568 as of September 30, 2025. Galecto remains a clinical‑stage biopharmaceutical company focused on hematological malignancies, including ET, MF and AML.

Galecto, Inc. is conducting an underwritten primary offering of common stock and Series C non-voting convertible preferred stock under its shelf registration. The Series C shares are convertible into common stock at a 1,000-to-1 ratio, subject to a holder‑set ownership cap between 0% and 19.99% of outstanding common shares.

Galecto is a biopharmaceutical company focused on therapies for hematological cancers, including new candidates targeting myeloproliferative neoplasms and acute myeloid leukemia gained through recent asset acquisitions. The company plans to use net proceeds mainly for preclinical studies, clinical trials, manufacturing for its antibody programs, broader research and development, working capital, and general corporate purposes.

Galecto, Inc. is conducting an underwritten primary offering of common stock and Series C non-voting convertible preferred stock under its shelf registration. The Series C shares are convertible into common stock at a 1,000-to-1 ratio, subject to a holder‑set ownership cap between 0% and 19.99% of outstanding common shares.

Galecto is a biopharmaceutical company focused on therapies for hematological cancers, including new candidates targeting myeloproliferative neoplasms and acute myeloid leukemia gained through recent asset acquisitions. The company plans to use net proceeds mainly for preclinical studies, clinical trials, manufacturing for its antibody programs, broader research and development, working capital, and general corporate purposes.

Galecto, Inc. has filed an automatic shelf registration statement on Form S-3 as a well-known seasoned issuer, allowing it to offer common stock, preferred stock, debt securities, warrants and units from time to time using prospectus supplements.

The filing details Galecto’s strategic shift into hematologic cancers following its stock-for-stock acquisition of Damora Therapeutics and assumption of the Paragon Option Agreement, adding three mutCALR-targeting antibody programs (DMR-001, DMR-002, DMR-003) and the AML candidate GB3226. Galecto plans IND filings for GB3226 in the first quarter of 2026 and for DMR-001, DMR-002 and DMR-003 between 2026 and 2027.

Galecto also highlights a recently completed approximately $285 million private placement of Series C Preferred Stock and an increase in authorized common shares to 500 million, supporting development of its expanded pipeline in myeloproliferative neoplasms and acute myeloid leukemia.

Galecto, Inc. has filed an automatic shelf registration statement on Form S-3 as a well-known seasoned issuer, allowing it to offer common stock, preferred stock, debt securities, warrants and units from time to time using prospectus supplements.

The filing details Galecto’s strategic shift into hematologic cancers following its stock-for-stock acquisition of Damora Therapeutics and assumption of the Paragon Option Agreement, adding three mutCALR-targeting antibody programs (DMR-001, DMR-002, DMR-003) and the AML candidate GB3226. Galecto plans IND filings for GB3226 in the first quarter of 2026 and for DMR-001, DMR-002 and DMR-003 between 2026 and 2027.

Galecto also highlights a recently completed approximately $285 million private placement of Series C Preferred Stock and an increase in authorized common shares to 500 million, supporting development of its expanded pipeline in myeloproliferative neoplasms and acute myeloid leukemia.