SEC Form 4 · accession 0001493152-16-014230
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).
Reporting owner
James C Czirr
Director
Period of report
Jun 30, 2016
Accepted (ET)
Oct 24, 2016 · 7:43 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 | I | By 10X Fund, LP |
| Common StockF3 | Sep 30, 2016 | J | 84,589 | $1.13 | A | 3,425,498 | I | By 10X Fund, LP |
| Common StockF3 | Oct 13, 2016 | J | 229,383 | $1.13 | D | 3,196,115 | I | By 10X Fund, LP |
| Common Stock | Sep 30, 2016 | J | 1,000 | $1.13 | A | 887,630 | 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 | I |
| 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 | I |
| Lock-Up WarrantF5,F3,F6 | $3.00 | Sep 22, 2016 | P | 1 | A | Mar 22, 2017 | Sep 22, 2023 | Common Stock | 62,500 | 1 | I |
| Lock-Up WarrantF7,F3,F6 | $3.00 | Sep 22, 2016 | P | 2 | A | Mar 22, 2017 | Sep 22, 2023 | Common Stock | 531,250 | 3 | I |
| 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 | I |
| 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 | I |
| Lock-Up WarrantF8,F3,F6 | $3.00 | Sep 29, 2016 | P | 1 | A | Mar 29, 2017 | Sep 29, 2023 | Common Stock | 187,500 | 4 | I |
| Lock-Up WarrantF7,F3,F6 | $3.00 | Sep 29, 2016 | P | 1 | A | Mar 29, 2017 | Sep 29, 2023 | Common Stock | 93,750 | 5 | I |
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.
- F3The transaction was consummated by 10X Fund, L.P., a Delaware limited partnership, and not by the Reporting Person. The Reporting Person is a managing member of 10X Capital Management, LLC, a Florida limited liability company acting as the general partner of 10X Fund, L.P., and as such, may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by 10X Fund, L.P. Mr. Czirr disclaims beneficial ownership of the reported securities except to the extent of his after fund payout 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.
- F9Received as a dividend on shares of Series A Convertible Preferred Stock.