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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.
Galecto, Inc. is registering 60,513,309 shares of common stock for resale by existing stockholders, all tied to prior Damora and PIPE financing transactions. The Resale Shares comprise 265,309 merger common shares, 16,366,000 shares issuable from Series B preferred, 4,241,000 shares issuable from merger Series C preferred, and 39,641,000 shares issuable from PIPE Series C preferred, each preferred share converting into 1,000 common shares subject to stockholder Conversion Approval and holder-specific ownership limits. Galecto will not sell any shares or receive proceeds from these resales. The company is refocused on hematologic cancers, led by mutCALR-targeting antibodies DMR-001/002/003 and dual ENL‑YEATS/FLT3 inhibitor GB3226, with IND filings for DMR-001 and GB3226 planned in 2026.
Galecto, Inc. (GLTO) insiders filed an initial statement of beneficial ownership showing large derivative positions held through Fairmount-managed funds. The reporting persons, identified as directors and 10% owners, report Series B Preferred Stock convertible into 16,366,000 shares of common stock and Series C Preferred Stock convertible into 6,957,000 and 3,478,000 shares of common stock through two limited partnerships. The Series B shares are convertible at the holder’s option into 1,000 common shares per preferred share, while the Series C shares will automatically convert into 1,000 common shares per preferred share following stockholder approval, in each case subject to a 19.99% beneficial ownership cap for Fairmount and its affiliates.
Galecto, Inc. filed a Form 3 reporting that a director currently holds no company securities. The filing relates to an event dated 11/10/2025 and confirms that, as of this reporting, no non-derivative or derivative securities of Galecto, Inc. are beneficially owned. The form is filed by one reporting person and includes a power of attorney authorizing an attorney-in-fact to sign on the reporting person’s behalf.
Galecto, Inc. (GLTO) reports equity holdings for a director-level insider. The individual holds 8,032 shares of restricted common stock, with one quarter scheduled to vest on August 22, 2026 and the remaining three quarters vesting in equal monthly installments over the following three years, conditioned on continued service to the company. The insider also beneficially owns 129 shares of Series C Preferred Stock, which are convertible into 129,000 shares of common stock after stockholders approve the conversion, subject to stated limitations. The underlying common shares tied to this preferred stock follow the same vesting schedule and service-based conditions.
Galecto (GLTO) completed the acquisition of Damora Therapeutics and lined up new capital. The company issued 265,309 shares of common stock, 16,366 shares of Series B Non-Voting Convertible Preferred Stock, and 4,241 shares of Series C Non-Voting Convertible Preferred Stock to Damora holders. Each preferred share is convertible into 1,000 common shares, subject to stockholder approval of a conversion proposal and related items.
Galecto also entered a private placement to sell 39,641 Series C preferred shares for approximately $285 million, with closing expected on November 12, 2025. A registration rights agreement requires filing a resale registration statement within 45 days of closing. Certain holders agreed to a 180‑day lockup. Board changes included three director resignations and the appointments of Peter Harwin, Chris Cain, Ph.D., and Julianne Bruno. The company plans to seek stockholder approval for the conversion proposal, a redomicile, and a potential charter amendment that may include a reverse stock split to maintain Nasdaq compliance.
Galecto, Inc. (GLTO) filed its Q3 report, highlighting a continued focus on oncology and liver disease programs GB3226 and GB1211 and a tighter cost base. The company reported a net loss of $3.1 million for the quarter and $9.1 million year-to-date. Cash and cash equivalents were $7.6 million as of September 30, 2025, with operating cash use of $7.3 million for the first nine months.
Management disclosed that these conditions raise substantial doubt about the company’s ability to continue as a going concern and plans to seek additional capital. Operating expenses declined year over year: research and development was $1.4 million in Q3 (driven by CMC and preclinical work), while general and administrative fell to $1.7 million on lower personnel and legal costs.
For GB3226 (dual ENL‑YEATS/FLT3 inhibitor for AML), FDA pre‑IND feedback in September 2025 was consistent with plans to submit an IND in Q1 2026, subject to financing, with an initial Phase 1 design outlined. GB1211 continued in investigator‑initiated combination studies. Shares outstanding were 1,327,212 as of November 3, 2025.
Amendment No. 5 to a Schedule 13D/A discloses that Novo Holdings A/S no longer beneficially owns any shares of Galecto, Inc. common stock. The statement amends prior Schedule 13D filings and notes that, on 10/07/2025, Novo Holdings sold blocks of shares in open-market transactions totaling specific lots at weighted-average prices shown in the filing: $17.02, $17.80, $19.23, $20.32, $21.04 and $21.83 per share. The filing states the reporting person ceased to be beneficial owner of more than 5.0% of the class as of 10/07/2025 and that, following those transactions, the aggregate beneficial ownership is 0 shares. The amendment incorporates an updated Schedule I by reference and affirms the accuracy of the disclosure by signature.
Novo Holdings A/S reports holding 86,579 shares of Galecto, Inc. common stock, representing approximately 6.5% of the 1,324,560 shares outstanding as of August 1, 2025. The Schedule 13D/A updates prior filings and states that Novo Holdings has sole voting and dispositive power over the shares it holds.
The filing discloses that on September 23, 2025, Novo Holdings sold 13,334 shares in open market transactions at prices between $4.00 and $4.85, with a weighted average sales price of $4.2295 per share. The statement clarifies Novo Holdings role as a Danish holding company managing assets of the Novo Nordisk Foundation and confirms no convictions or disqualifying civil judgments in the past five years for the reporting entities or listed officers.