Galecto, INC. 8-K Filing

Ticker: DMRA · Form: 8-K · Filed: Oct 7, 2024 · CIK: 1800315

Galecto, INC. 8-K Filing Summary
FieldDetail
CompanyGalecto, INC. (DMRA)
Form Type8-K
Filed DateOct 7, 2024
Pages11
Reading Time13 min
Key Dollar Amounts$0.00001, $115,500, $160,160
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a 8-K filing submitted by Galecto, INC. (ticker: DMRA) to the SEC on Oct 7, 2024.

What are the key financial figures in this filing?

Key dollar amounts include: $0.00001 (e on which registered Common Stock, $0.00001 par value per share GLTO The Nasdaq); $115,500 (t Purchase, resulting in the payment of $115,500 to Mr. Winslow effective as of the Clos); $160,160 (Mr. Winslow's target bonus is equal to $160,160. The foregoing summaries of the agree).

How long is this filing?

Galecto, INC.'s 8-K filing is 11 pages with approximately 3,293 words. Estimated reading time is 13 minutes.

Where can I view the full 8-K filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 3,293 words · 13 min read · ~11 pages · Grade level 13.4 · Accepted 2024-10-07 09:15:21

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Asset Purchase Agreement On October 7, 2024, Galecto, Inc. (the " Company ") and Bridge Medicines LLC, a Delaware limited liability company (" Bridge Medicines "), entered into an Asset Purchase Agreement (the " Purchase Agreement ") pursuant to which the Company acquired global rights to Bridge Medicines' BRM-1420 program, a novel dual ENL-YEATS and FLT3 inhibitor for multiple genetic subsets of acute myeloid leukemia (AML), and assumed certain of Bridge Medicines' liabilities associated with the acquired assets (the " Asset Purchase "). Pursuant to the Purchase Agreement, at the closing of the Asset Purchase (the " Closing "), as consideration to Bridge Medicines for the Asset Purchase, the Company (a) issued to Bridge Medicines (i) 62,594 shares (the " Common Stock Payment Shares ") of the Company's common stock, par value $0.00001 per share (the " Common Stock "), and (ii) 160.562 shares (the " Preferred Stock Payment Shares " and together with the Common Stock Payment Shares and the Common Stock Payment Shares issuable upon conversion of the Preferred Stock Payment Shares, the " Payment Shares ") of the Company's newly designated Series A non-voting convertible preferred stock, par value $0.00001 per share (the " Preferred Stock ") and (b) assumed specified liabilities. Closing of the Asset Purchase occurred on October 7, 2024. The terms of the Preferred Stock are as set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock, attached as Exhibit 3.1 to this Current Report on Form 8-K (the " Certificate of Designation "), filed with the Secretary of State of the State of Delaware on October 7, 2024. Each share of Preferred Stock is convertible into 1,000 shares of Common Stock at the election of the holder of such Preferred Stock, subject to, and contingent upon, the approval by the Company's stockholders to approve, for purposes

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets See the description set forth under Item 1.01 about with respect to the Closing of the Asset Purchase, which is incorporated herein by reference. The Company has determined that the Asset Purchase does not constitute the acquisition of a business as defined by Regulation S-X Rule 11-01(d). The unaudited pro forma condensed consolidated financial statements of the Company giving effect to the Asset Purchase are filed herewith as Exhibit 99.1.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities See the description set forth under Item 1.01 above with respect to the issuance of the Payment Shares, which is incorporated into this Item 3.02 by reference. At the Closing, the Payment Shares were issued to Bridge Medicines pursuant to the exemption from the registration requirements provided in Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act ") for transactions by an issuer not involving any public offering. Accordingly, the Payment Shares were not registered under the Securities Act and may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with the Closing of the Asset Purchase, based on the recommendations of the Compensation Committee of the Board, the Board approved certain compensation-related matters effective as of the Closing of the Asset Purchase, for Hans Schambye, Ph.D., M.D., President and Chief Executive Officer of the Company, and Garrett Winslow, General Counsel of the Company, as described below. The Board approved an increase in Mr. Winslow's annual bonus target from 30% to 40%, applicable beginning with Mr. Winslow's annual bonus with respect to 2024 performance. The Board also approved an acceleration of the retention bonus provided under Mr. Winslow's Retention Bonus Agreement, dated October 19, 2023, based on his contributions to the Company during its strategic alternative process and the Asset Purchase, resulting in the payment of $115,500 to Mr. Winslow effective as of the Closing of the Asset Purchase. In addition, while the Board determined that the performance criteria for payment of a bonus to Dr. Schambye identified in the Bonus Agreement, date

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. See the description set forth under Item 1.01 above with respect to the Certificate of Designation and the description of the Preferred Stock, which is incorporated into this Item 5.03 by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 7, 2024, the Company issued a press release announcing the entry into the Purchase Agreement described by Item 1.01 above. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K. Included as Exhibit 99.3 to this Current Report on Form 8-K is the Company's corporate presentation, dated October 2024, which is incorporated herein by reference. The Company intends to utilize this presentation and its contents in various meetings with securities analysts, investors and others commencing on October 7, 2024. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.2 and 99.3, shall not be incorporated by reference into any filing of the Company, whether made before, on or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information contained in Item 7.01 of this Current Report on Form 8-K Report, including Exhibits 99.2 and 99.3, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" which include, but are not limited to, all statements that do not relate solely to historical or current facts, such as statements regarding the Company's expectations, intentions or strategies regarding the future, or the effects of the Asset Purchase. In some cases, these statements include words like: "may," "could," "potential," "will," "plan," "believe," "goal," "optimistic," or the negative of these terms, or other comparable terminology intended to identify statements about the future. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. The Company's expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to: the contemplated benefits to the Company from the Asset Purchase; potential litigation relating to the transaction that could be instituted against the Company, Bridge Medicines or their respective directors; possible disruptions from the proposed transaction that could harm the Company's and/or Bridge Medicines' respective businesses; the Company's ability to grow and successfully execute on its business plan, including the development and commercialization of its pipeline; changes in the applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties indicated from time to time described in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 filed with Securities and Exchange Commission ("SEC") on March 8, 2024 and in the Company's other filings with the SEC. The Company cautions that

01 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 2.1 Asset Purchase Agreement, dated October 7, 2024, by and between the Company and Bridge Medicines LLC. 3.1 Certificate of Designation. 10.1 Form of Support Agreement. 99.1 Unaudited Pro Forma Condensed Consolidated Financial Statements as of and for the six months ended June 30, 2024 and the year ended December 31, 2023. 99.2 Press Release issued October 7, 2024. 99.3 Corporate Presentation, October 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC. SIGNATURE 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. Galecto, Inc. Date: October 7, 2024 By: /s/ Hans T. Schambye Hans T. Schambye, M.D., Ph.D. President and Chief Executive Officer

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