SEC Form 4 · accession 0001493152-17-000300
GALECTIN THERAPEUTICS INC · GALT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 23, 2016
Accepted (ET)
Jan 9, 2017 · 5:24 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 | D |
| 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 | D |
| Lock-Up WarrantF2,F5,F3 | $3.00 | Dec 23, 2016 | P | 1 | A | Jun 23, 2017 | Dec 23, 2023 | Common Stock | 168,033 | 6 | D |
| Lock-Up WarrantF4,F5,F3 | $3.00 | Dec 23, 2016 | P | 1 | A | Jun 23, 2017 | Dec 23, 2023 | Common Stock | 84,000 | 7 | D |
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.
- F510X 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.