GALECTIN THERAPEUTICS INC 8-K

What Happened

• On December 19, 2025, Galectin Therapeutics, Inc. (GALT) announced a supplemental Line of Credit Letter Agreement with investor Richard E. Uihlein providing up to $10.0 million to finance working capital. The Company may draw on the line through January 31, 2027. Each advance will be evidenced by an unsecured, convertible promissory note; principal and interest are due on or before June 30, 2027.

Key Details

• Lender: Richard E. Uihlein; Line amount: up to $10.0 million; draw period ends January 31, 2027; maturity June 30, 2027.
• Interest: Applicable Federal Rate for short-term loans (stated as 3.60% currently) plus 2.00% (currently about 5.60%).
• Conversion: At the lender’s election, principal and accrued interest may convert into common stock at the closing price on the Promissory Note date, but not below the closing price on December 19, 2025. Prepayment requires lender consent.
• Warrants: Company will issue warrants to purchase up to 200,000 shares, issued ratably on borrowings; exercise price = 150% of closing price on draw date, capped at $10.00 and floored at the Dec 19, 2025 closing price; warrants expire December 31, 2029.
• Registration rights: Shares issued on conversion or warrant exercise will be registered by the Company within 180 days of issuance.

Why It Matters

• This agreement gives Galectin immediate optional liquidity (up to $10M) to cover working capital needs without a public equity raise.
• The financing uses convertible notes and warrants, which can lead to dilution if converted or exercised; investors should track outstanding draws, conversions, and warrant exercises.
• Key dates to watch: draw deadline (Jan 31, 2027), note maturity (Jun 30, 2027), and warrant expiry (Dec 31, 2029). The terms also include registration rights, which affect when shares issued to the lender become freely tradable.