SEC Form 4 · accession 0001493152-17-000294
GALECTIN THERAPEUTICS INC · GALT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James C Czirr
Director
Period of report
Dec 23, 2016
Accepted (ET)
Jan 9, 2017 · 4:57 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001133416
Table I — non-derivative securities
No Table I lines on this filing.
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 StockF2,F5,F1 | $1.1237 | Dec 23, 2016 | P | 1,008,000 | A | — | — | Common Stock | 896,997 | 2,508,000 | I |
| Series B-3 WarrantF2,F5,F3 | $3.00 | Dec 23, 2016 | P | 1 | A | Jun 23, 2017 | Dec 23, 2023 | Common Stock | 672,747 | 3 | I |
| Lock-Up WarrantF2,F5,F3 | $3.00 | Dec 23, 2016 | P | 1 | A | Jun 23, 2017 | Dec 23, 2023 | Common Stock | 168,033 | 6 | I |
| Lock-Up WarrantF4,F5,F3 | $3.00 | Dec 23, 2016 | P | 1 | A | Jun 23, 2017 | Dec 23, 2023 | Common Stock | 84,000 | 7 | I |
Explanation of responses
- F1Each 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.
- F2On December 23, 2016, 10X Fund, L.P. purchased (a) 1,008,000 shares of Series B-3 Convertible Preferred Stock, (b) one Series B-3 Warrant to purchase 672,747 shares of common stock at 3.00 per share, and (c) one Lock-Up Warrant to purchase 168,033 shares of common stock at $3.00 per share, for total consideration of $1,008,000.
- F3The exercise price of the Series B-3 Warrant and the Lock-Up Warrant is subject to downward adjustment based upon the subsequent agreement between the company and a lead investor.
- F4On 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.
- F5The 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.