UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 15, 2022
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive office) (zip code)
Registrant’s telephone number, including area code: (678 ) 620-3186
N/A
(Former name or former address, if changed since last report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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SECTION 2 – FINANCIAL INFORMATION
| Item 2.02 |
Results of Operations and Financial Condition.
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On August 15, 2022, Galectin Therapeutics Inc. (“Galectin Therapeutics”) issued a press release announcing its results of operations and financial
condition as of and for the six months ended June 30, 2022 and provided a business update. Galectin hereby incorporates by reference herein the information set forth in its press release dated August 15, 2022 (the “Press Release”), a copy of which is
attached hereto as Exhibit 99.1.
Except for the historical information contained in this report, the statements made by Galectin Therapeutics are forward looking statements that involve
risks and uncertainties. All such statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Galectin Therapeutics’ future financial performance could differ significantly from the expectations of
management and from results expressed or implied in the Press Release. Forward-looking statements in the Press Release are subject to certain risks and uncertainties described in the Press Release. For further information on other risk factors,
please refer to the “Risk Factors” contained in Galectin Therapeutics’ Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the Securities and Exchange Commission, and its subsequent filings with the SEC.
The information in this Item 2.02 is being furnished, not filed, pursuant to Item 2.02 of Form 8-K. Accordingly, the information in Item 2.02 of this
report, including the Press Release attached hereto as Exhibit 99.1, will not be incorporated by reference into any registration statement filed by Galectin under the Securities Act of 1933, as amended, unless specifically identified therein as being
incorporated therein by reference.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
| Item 9.01 |
Financial Statements and Exhibits.
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| (d) Exhibits. | ||
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Exhibit Number
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Description
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Press Release dated August 15, 2022
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- 2 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Galectin Therapeutics Inc. has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Galectin Therapeutics Inc.
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Date: August 15, 2022
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By:
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/s/ Jack W. Callicutt
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Jack W. Callicutt
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Chief Financial Officer
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- 3 -
Exhibit 99.1
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Galectin Therapeutics Reports Financial Results for the Quarter Ended June 30, 2022 and Provides Business Update
NORCROSS, Ga., August 15, 2022 (GLOBE NEWSWIRE) – Galectin Therapeutics, Inc. (NASDAQ: GALT), the leading developer of therapeutics that target galectin proteins, today
reported financial results and provided a business update for the three months ended June 30, 2022. These results are included in the Company's Quarterly Report on Form 10-Q, which has been filed with the U.S. Securities and Exchange Commission and
is available at www.sec.gov.
Joel Lewis, Chief Executive Officer and President, stated: “Our team made significant progress on a number of fronts this quarter. The most consequential
action for the Company undoubtedly was finalizing a $60 million line of credit facility from Richard Uihlein. Proceeds from this very favorable financing arrangement are expected to cover all our currently projected costs for the Phase 2b portion of
our NAVIGATE trial. Once again, I want to express my gratitude to Mr. Uihlein for his dedication to and belief in the Company. His unwavering commitment clearly has provided the resources necessary for the successful completion of our global pivotal
clinical trial.
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“Additionally, our team is making substantial progress in completing an Investigational New Drug (IND) package, including the development of a phase 2 trial
protocol. The Company’s objective is to file an IND with the Food and Drug Administration (FDA) Office of Oncologic Diseases (OOD) for the treatment of recurrent or metastatic head and neck cancer for belapectin in combination with Keytruda®,
an immune checkpoint inhibitor. We will have more updates as they become available. Finally, we are looking forward to completion of enrollment of the phase 2b portion of our NAVIGATE clinical trial.”
Dr. Pol Boudes, Chief Medical Officer, stated: “The COVID-19 pandemic impacted enrollment timelines for many clinical trials over the past couple of years
and we, as well as other NASH study sponsors, are no exception. In response to continuing challenges, particularly in Europe and Australasia, we initiated multiple new sites in Mexico and South America. We have been pleased, thanks to assistance from
local partners, to see a rapid acceptance of our program by Health Authorities and Ethics Committees. Our investigators meeting in Mexico gathered 15 new sites and gave us a unique opportunity to judge the gravity of the NASH epidemy in this country.
As a result of these actions, we now have multiple sites that started to screen patients. I have also personally visited multiple sites and investigators over the past few months, in addition to meeting with several more at the International Liver
Conference, this June in London, UK. We continue to receive consistent and supportive feedback from our investigators regarding the importance and uniqueness of NAVIGATE and the potential to bring to patients with cirrhosis and portal hypertension a
therapy for this large unmet medical need. We have now randomized 230 patients with an additional 70 patients currently in screening. We expect enrollment to be completed in the fourth quarter of this year.”
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Financial Results
For the three months ended June 30, 2022, the Company reported a net loss applicable to common stockholders of $9.7 million, or ($0.16) per share, compared to a net loss
applicable to common stockholders of $8.5 million, or ($0.15) per share for the three months ended June 30, 2021. The increase is largely due to an increase in 2022 research and development expenses related to the Company’s NAVIGATE trial.
Research and development expenses for the three months ended June 30, 2022, was $8.1 million compared with $6.5 million for the three months ended June 30, 2021. The
increase was primarily due to costs related to the NAVIGATE clinical trial and other supportive activities. General and administrative expenses for the three months ended June 30, 2022, were $1.6 million, compared to $1.7 million for the three months
ended June 30, 2021. The decrease was primarily due to a decrease in investor relations/business development expenses.
As of June 30, 2022, the Company had $24.2 million of cash and cash equivalents. The Company believes it has sufficient cash, including availability under its new $60
million line of credit, to fund currently planned operations and research and development activities through at least December 31, 2024.
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About Belapectin
Belapectin is a complex carbohydrate drug that targets galectin-3, a critical protein in the pathogenesis of NASH and fibrosis. Galectin-3 plays a major role in diseases
that involve scarring of organs, including fibrotic disorders of the liver, lung, kidney, heart and vascular system. Belapectin binds to galectin-3 and disrupts its function. Preclinical data in animals have shown that belapectin has robust treatment
effects in reversing liver fibrosis and cirrhosis. A Phase 2 study showed belapectin may prevent the development of esophageal varices in NASH cirrhosis, and these results provide the basis for the conduct of the NAVIGATE trial. The NAVIGATE trial
(www.NAVIGATEnash.com), titled “A Seamless Adaptive Phase 2b/3, Double-Blind, Randomized, Placebo-controlled Multicenter, International Study Evaluating the Efficacy and Safety of Belapectin (GR-MD-02) for the Prevention of Esophageal Varices in NASH
Cirrhosis,” began enrolling patients in June 2020, and is posted on www.clinicaltrials.gov (NCT04365868). Galectin-3 has a significant role in cancer, and the Company has supported a Phase 1b study in combined immunotherapy of belapectin and KEYTRUDA
in advanced melanoma and in head and neck cancer. This trial provided a strong rationale for moving forward into a Company-sponsored Phase 2 development program, which the company is exploring.
About Fatty Liver Disease with Advanced Fibrosis and Cirrhosis
Non-alcoholic steatohepatitis (NASH) has become a common disease of the liver with the rise in obesity and other metabolic diseases. NASH is estimated to affect up to 28
million people in the U.S. It is characterized by the presence of excess fat in the liver along with inflammation and hepatocyte damage (ballooning) in people who consume little or no alcohol. Over time, patients with NASH can develop excessive
fibrosis, or scarring of the liver, and ultimately liver cirrhosis. It is estimated that as many as 1 to 2 million individuals in the U.S. will develop cirrhosis as a result of NASH, for which liver transplantation is the only curative treatment
available. Approximately 9,000 liver transplants are performed annually in the U.S. There are no drug therapies approved for the treatment of liver fibrosis or cirrhosis.
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About Galectin Therapeutics
Galectin Therapeutics is dedicated to developing novel therapies to improve the lives of patients with chronic liver disease and cancer. Galectin’s lead drug belapectin
(formerly known as GR-MD-02) is a carbohydrate-based drug that inhibits the galectin-3 protein which is directly involved in multiple inflammatory, fibrotic, and malignant diseases, for which it has Fast Track designation by the U.S. Food and Drug
Administration. The lead development program is in non-alcoholic steatohepatitis (NASH) with cirrhosis, the most advanced form of NASH-related fibrosis. This is the most common liver disease and one of the largest drug development opportunities
available today. Additional development programs are in treatment of combination immunotherapy for advanced melanoma and other malignancies. Advancement of these additional clinical programs is largely dependent on finding a suitable partner.
Galectin seeks to leverage extensive scientific and development expertise as well as established relationships with external sources to achieve cost-effective and efficient development. Additional information is available at www.galectintherapeutics.com.
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Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate
to future events or future financial performance, and use words such as “may,” “estimate,” “could,” “expect” and others. They are based on management’s current expectations and are subject to factors and uncertainties that could cause actual results
to differ materially from those described in the statements. These statements include those regarding the hope that Galectin’s development program for belapectin will lead to the first therapy for the treatment of fatty liver disease with cirrhosis
and those regarding the hope that our lead compounds will be successful in cancer immunotherapy and in other therapeutic indications. Factors that could cause actual performance to differ materially from those discussed in the forward-looking
statements include, among others, that trial endpoints required by the FDA may not be achieved; Galectin may not be successful in developing effective treatments and/or obtaining the requisite approvals for the use of belapectin or any of its other
drugs in development; the Company may not be successful in scaling up manufacturing and meeting requirements related to chemistry, manufacturing and control matters; the Company’s current clinical trial and any future clinical studies as modified to
meet the requirements of the FDA may not produce positive results in a timely fashion, if at all, and could require larger and longer trials, which would be time consuming and costly; plans regarding development, approval and marketing of any of
Galectin’s drugs are subject to change at any time based on the changing needs of the Company as determined by management and regulatory agencies; regardless of the results of any of its development programs, Galectin may be unsuccessful in
developing partnerships with other companies or raising additional capital that would allow it to further develop and/or fund any studies or trials. Galectin has incurred operating losses since inception, and its ability to successfully develop and
market drugs may be impacted by its ability to manage costs and finance continuing operations. Global factors such as coronavirus may continue to impact NASH patient populations around the globe and slow trial enrollment and prolong the duration of
the trial and significantly impact associated costs. For a discussion of additional factors impacting Galectin’s business, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and subsequent filings with the SEC. You
should not place undue reliance on forward-looking statements. Although subsequent events may cause its views to change, management disclaims any obligation to update forward-looking statements.
Company Contact:
Jack Callicutt, Chief Financial Officer
(678) 620-3186
ir@galectintherapeutics.com
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Galectin Therapeutics and its associated logo is a registered trademark of Galectin Therapeutics Inc. Belapectin is the USAN assigned name for Galectin
Therapeutics’ galectin-3 inhibitor belapectin (GR-MD-02).
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Condensed Consolidated Statements of Operations
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Three Months Ended
June 30,
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Six Months Ended
June 30,
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2022
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2021
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2022
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2021
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(in thousands, except per share data)
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Operating expenses:
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Research and development
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$
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8,074
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$
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6,450
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$
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16,132
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$
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11,349
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General and administrative
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1,588
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1,743
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3,465
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3,161
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Total operating expenses
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9,662
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8,193
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19,597
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14,510
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Total operating loss
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(9,662
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(8,193
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(19,597
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(14,510
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Other income (expense):
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Interest income
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3
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1
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4
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2
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Interest expense
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(229
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(85
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(456
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(107
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Change in fair value of derivative
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275
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(172
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504
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(172
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Total other income
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49
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(256
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52
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(277
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Net loss
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$
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(9,613
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$
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(8,449
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$
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(19,545
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$
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(14,787
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Preferred stock dividends
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(64
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(65
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(48
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(67
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Warrant modification
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Net loss applicable to common stock
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$
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(9,677
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$
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(8,514
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$
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(19,593
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$
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(14,854
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Basic and diluted net loss per share
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$
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(0.16
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$
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(0.15
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$
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(0.33
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)
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$
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(0.26
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)
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Shares used in computing basic and diluted net loss per share
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59,389
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58,312
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59,372
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57,725
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Condensed Consolidated Balance Sheet Data
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June 30, 2022
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December 31, 2021
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(in thousands)
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Cash and cash equivalents
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$
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24,178
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$
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39,648
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Total assets
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25,886
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41,827
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Total current liabilities
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10,892
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9,033
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Total liabilities
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41,109
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39,211
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Total redeemable, convertible preferred stock
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1,723
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1,723
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Total stockholders’ (deficit) equity
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$
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(16,946
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$
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893
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# # #
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