Galectin Therapeutics Converts $105.8M Debt to Equity, Issues 34.4M Shares

What Happened
Galectin Therapeutics, Inc. (GALT) announced on an 8-K that on July 31, 2026 it converted all outstanding convertible promissory notes held by Chairman and largest stockholder Richard E. Uihlein into 34,376,167 shares of common stock. The conversion eliminated $91.0 million of principal and approximately $14.8 million of accrued interest (about $105.8 million total). The blended average conversion price across the notes was about $3.07 per share (subject to a $3.00 floor). The shares were issued under Section 3(a)(9) of the Securities Act (exempt from registration) and are subject to resale restrictions; the company must file a registration statement to register those shares within 180 days.

Key Details

• Conversion date: July 31, 2026; shares issued: 34,376,167 common shares.
• Debt retired: $91.0M principal + ~$14.8M accrued interest = ~$105.8M total.
• Blended conversion price: ~ $3.07/share (floor $3.00); issuance exempt under Section 3(a)(9).
• Post-conversion capital structure: ~100,849,644 common shares outstanding and 197,500 Series A voting preferred; Mr. Uihlein beneficially owns ~44.3% of voting power ( ~49.3% including warrants per Rule 13d-3).
• A December 19, 2025 supplemental $10M line of credit remains undrawn and unaffected by the conversion.

Why It Matters
This transaction materially reduces the company’s debt burden (eliminating about $105.8M of obligations) which can improve leverage and interest expense outlook. At the same time it increases the share count significantly (dilution) and consolidates voting power with the chairman, who now controls a large block of votes (44–49% depending on calculation). Investors should weigh the improved balance sheet against dilution and the potential for a larger free float once the company registers the resale of these shares (required within 180 days).