Current Report Filing (8-k)
May 19 2017 - 4:12PM
Edgar (US Regulatory)
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) May 15, 2017
GALECTIN THERAPEUTICS INC.
(Exact Name of Registrant as Specified in Charter)
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NEVADA
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001-31791
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04-3562325
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4960 PEACHTREE INDUSTRIAL BOULEVARD, STE 240
NORCROSS, GA 30071
(Address of Principal Executive Offices) (Zip Code)
(678)
620-3186
(Registrants telephone number, including area code)
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 (
see
General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in 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 May 19, 2017, Galectin Therapeutics Inc. (the Company) entered into an At Market Issuance Sales Agreement (the
Agreement) with FBR Capital Markets & Co. (FBR) under which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $30.0 million from time to time through FBR,
acting as its sales agent. Sales of the Companys common stock through FBR, if any, will be made by any method that is deemed an at the market offering as defined in Rule 415 under the Securities Act of 1933, as amended. FBR will
use commercially reasonable efforts consistent with its normal trading and sales practices. Each time that the Company wishes to issue and sell the Companys common stock under the Agreement, the Company will notify FBR of the number of shares
to be issued, the dates on which such sales are anticipated to be made, any minimum price below which sales may not be made and other sales parameters as the Company deems appropriate. The Company will pay FBR a commission rate equal to 3.0% of the
gross proceeds from the sale of any shares of common stock sold through FBR as agent under the Agreement. The Company has also agreed to reimburse FBR for certain expenses incurred in connection with entering into the Agreement and has provided FBR
with customary indemnification rights.
The foregoing description of the Agreement is not complete and is qualified in its entirety by
reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
Item 5.03.
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Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
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On
May 15, 2017, the Company filed with the Secretary of State of the State of Nevada (1) an Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series A 12% Convertible Preferred Stock (Series A Preferred
Stock), reducing the number of authorized shares of Series A Preferred Stock that the Company may issue to 1,742,500 shares (the Series A Amendment), (2) an Amendment to Certificate of Designation of Preferences, Rights and
Limitations of Series
B-1
Convertible Preferred Stock, Series
B-2
Convertible Preferred Stock and Series
B-3
Convertible
Preferred Stock, reducing the number of authorized shares of Series
B-3
Convertible Preferred Stock that the Company may issue to 2,508,500 shares (the Series B Amendment), and (3) an
Amendment to Certificate of Designation of Preferences, Rights and Limitations of Common Stock (Class W) (Common Stock (Class W)), increasing the number of authorized shares of Common Stock (Class W) that the Company may issue to
12,748,500 shares (the Common Stock (Class W) Amendment). Copies of the Series A Amendment, the Series B Amendment, and the Common Stock (Class W) Amendment are included as an exhibit to this report and is incorporated by reference into
this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
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(a)
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Financial Statements of Businesses Acquired
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Not applicable.
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(b)
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Pro Forma Financial Information
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Not applicable.
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(c)
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Shell Company Transactions
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Not applicable.
(d)
Exhibits
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Exhibit
No.
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Description
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3.1
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Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series A 12% Convertible Preferred Stock.
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3.2
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Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series
B-1
Convertible Preferred Stock, Series
B-2
Convertible
Preferred Stock and Series
B-3
Convertible Preferred Stock.
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3.3
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Amendment to Certificate of Designation of Preferences, Rights and Limitations of Common Stock (Class W).
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10.1
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At Market Issuance Sales Agreement between the Company and FBR Capital Markets & Co. dated May 19, 2017.
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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.
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GALECTIN THERAPEUTICS INC.
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By:
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/S/ Peter G. Traber, MD
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Name: Peter G. Traber, MD
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Title: Chief Executive Officer and President
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Date: May 19, 2017
EXHIBIT INDEX
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Exhibit
No.
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Description
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3.1
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Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series A 12% Convertible Preferred Stock.
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3.2
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Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series
B-1
Convertible Preferred Stock, Series
B-2
Convertible
Preferred Stock and Series
B-3
Convertible Preferred Stock.
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3.3
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Amendment to Certificate of Designation of Preferences, Rights and Limitations of Common Stock (Class W).
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10.1
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At Market Issuance Sales Agreement between the Company and FBR Capital Markets & Co. dated May 19, 2017.
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