UNITED STATES

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FORM 8-K

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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE

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GALECTIN THERAPEUTICS INC.

4960 PEACHTREE INDUSTRIAL BOULEVARD, STE 240

Registrant’s telephone number, including area code: (678) 620-3186

N/A

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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At the 2021 Annual Meeting of Stockholders held on December 3, 2021, the stockholders of the Company elected each of the Company’s directors that had been nominated to serve until the next annual meeting or until their successors are elected and have been qualified.  The stockholders also (1) ratified the selection of Cherry Bekaert LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2021; (2) adopted and approved an amendment to our Restated Articles of Incorporation increasing the number of authorized common voting shares (“common stock”) from 100,000,000 to 150,000,000; (3) approved an amendment to our 2019 Omnibus Equity Incentive Plan to reserve an additional 3,000,000 shares for issuance under the plan; (4) authorized and approved, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of up to 7,645,268 shares of our common stock upon conversion, exchange or otherwise of principal and accrued interest to Richard E. Uihlein, our Chairman of the Board of Directors, pursuant to the terms of certain unsecured convertible notes aggregating $30,000,000 and the related accrued interest; and (5) authorized the adjournment of the annual meeting if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes at the time of the annual meeting or adjournment or postponement thereof to approve any of the foregoing proposals.

The final results of the voting on each matter of business at the 2021 Annual Meeting are as follows:

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