SEC Form 4 · accession 0001493152-16-014227
GALECTIN THERAPEUTICS INC · GALT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Period of report
Jun 30, 2016
Accepted (ET)
Oct 24, 2016 · 6:47 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001133416
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3 | Jun 30, 2016 | J | 80,212 | $1.47 | A | 3,340,909 | D | |
| Common StockF3 | Sep 30, 2016 | J | 84,589 | $1.13 | A | 3,425,498 | D | |
| Common StockF3 | Oct 13, 2016 | J | 229,383 | $0.86 | D | 3,196,115 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B-3 Convertible Preferred StockF5,F3,F4 | $2.6937 | Sep 22, 2016 | P | 375,000 | A | — | — | Common Stock | 139,211 | 375,000 | D |
| Series B-3 WarrantF5,F3,F6 | $3.00 | Sep 22, 2016 | P | 1 | A | Mar 22, 2017 | Sep 22, 2023 | Common Stock | 104,408 | 1 | D |
| Lock-Up WarrantF5,F3,F6 | $3.00 | Sep 22, 2016 | P | 1 | A | Mar 22, 2017 | Sep 22, 2023 | Common Stock | 62,500 | 1 | D |
| Lock-Up WarrantF7,F3,F6 | $3.00 | Sep 22, 2016 | P | 2 | A | Mar 22, 2017 | Sep 22, 2023 | Common Stock | 531,250 | 3 | D |
| Series B-3 Convertible Preferred StockF8,F3,F4 | $1.4937 | Sep 29, 2016 | P | 1,125,000 | A | — | — | Common Stock | 753,138 | 1,500,000 | D |
| Series B-3 WarrantF8,F3,F6 | $3.00 | Sep 29, 2016 | P | 1 | A | Mar 29, 2017 | Sep 29, 2023 | Common Stock | 564,854 | 2 | D |
| Lock-Up WarrantF8,F3,F6 | $3.00 | Sep 29, 2016 | P | 1 | A | Mar 29, 2017 | Sep 29, 2023 | Common Stock | 187,500 | 4 | D |
| Lock-Up WarrantF7,F3,F6 | $3.00 | Sep 29, 2016 | P | 1 | A | Mar 29, 2017 | Sep 29, 2023 | Common Stock | 93,750 | 5 | D |
Explanation of responses
- F1Received as a dividend on shares of Series B-1 and B-2 Convertible Preferred Stock owned by 10X Fund, L.P.
- F2Distributed as an in-kind distribution to a withdrawing limited partner in 10X Fund, LP., which was effective as of 9/30/16.
- F310X Fund, L.P. has direct beneficial ownership of all the securities owned by 10X Fund, L.P. 10X Capital Management, LLC, a Florida limited liability company, is the general partner of 10X Fund, L.P., a Delaware limited partnership, and may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by 10X Fund, L.P. 10X Capital Management, LLC disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
- F4Each share of Series B-3 Convertible Preferred Stock is convertible immediately into shares of Issuer's common stock at a conversion price equal to the market price of the common stock on the date of issuance of the Series B-3 Convertible Preferred Stock, plus $0.9375 per share.
- F5On September 22, 2016, 10X Fund, L.P. purchased (a) 375,000 shares of Series B-3 Convertible Preferred Stock, (b) one Series B-3 Warrant to purchase 104,408 shares of common stock at 3.00 per share, and (c) one Lock-Up Warrant to purchase 62,500 shares of common stock at $3.00 per share, for total consideration of $375,000.
- F6The exercise price of the Series B-3 Warrant and the Lock-Up Warrant is subject to a one-time downward adjustment based upon the subsequent agreement between the company and a lead investor in the event the company prices its private offering below certain thresholds.
- F7On September 22, 2016, the company and 10X Fund, LP entered into a Lock-Up Agreement, under which the Company agreed to issue 10X Fund, L.P. Lock-Up Warrants to purchase 500,000 shares of common stock, plus additional Lock-Up Warrants to purchase 0.08333 shares of common stock for every $1 invested by 10X Fund, LP in the Company's Series B-3 Convertible Preferred Stock offering, up to a maximum of 500,000 warrants.
- F8On September 29, 2016, 10X Fund, L.P. purchased (a) 1,125,000 shares of Series B-3 Convertible Preferred Stock, (b) one Series B-3 Warrant to purchase 564,854 shares of common stock at 3.00 per share, and (c) one Lock-Up Warrant to purchase 187,500 shares of common stock at $3.00 per share, for total consideration of $1,125,000.