UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
For the quarterly period ended September 30, 2024
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
For the transition period from to
Commission File No. 001-31791
|
|
|
|
(State or other jurisdiction of incorporation)
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
(678 ) 620 -3186
(Registrant’s Telephone Number, Including Area Code)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
|
|
|
The
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes
☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large Accelerated Filer
|
☐ |
Accelerated Filer
|
☐ |
|
|
☒ |
Smaller reporting company
|
|
|
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
The number of shares outstanding of the registrant’s common stock as of November 8, 2024 was 62,761,825 .
| PART I — FINANCIAL INFORMATION | PAGE |
|
|
ITEM 1.
|
Unaudited Condensed Consolidated Financial Statements (unaudited)
|
|
|
|
3
|
|
|
|
||
|
|
4
|
|
|
|
||
|
|
5
|
|
|
|
||
|
|
6
|
|
|
|
|
|
|
|
8
|
|
|
|
||
|
ITEM 2.
|
18
|
|
|
|
||
|
ITEM 3.
|
25
|
|
|
|
||
|
ITEM 4.
|
26
|
|
| PART II — OTHER INFORMATION | ||
|
ITEM 1.
|
26
|
|
|
ITEM 1A.
|
26
|
|
|
ITEM 2.
|
26
|
|
|
ITEM 3.
|
26
|
|
|
ITEM 4.
|
27
|
|
|
ITEM 5.
|
27
|
|
|
ITEM 6.
|
27
|
|
|
29
|
||
GALECTIN THERAPEUTICS INC.
|
|
September 30,
2024 |
December 31,
2023 |
||||||
|
|
(in thousands)
|
|||||||
|
ASSETS
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||
|
Prepaid expenses and other current assets
|
|
|
||||||
|
Total current assets
|
|
|
||||||
|
Other assets
|
|
|
||||||
|
Total assets
|
$
|
|
$
|
|
||||
|
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$
|
|
$
|
|
||||
|
Accrued expenses and other
|
|
|
||||||
| Current portion of convertible notes payable and accrued interest, net of discounts – related party (Note 3) | ||||||||
| Derivative liabilities (Note 4) | ||||||||
|
Accrued dividends payable
|
|
|
||||||
|
Total current liabilities
|
|
|
||||||
|
Convertible notes payable and accrued interest, net of discounts – related party (Note 3)
|
|
|
||||||
| Derivative liabilities (Note 4) |
|
|
||||||
|
Borrowing and accrued interest under convertible line of credit, net of debt discount – related party (Notes 9 and 10)
|
||||||||
|
Other liabilities
|
|
|
||||||
|
Total liabilities
|
|
|
||||||
|
Commitments and contingencies (Note 11)
|
||||||||
|
Series C super dividend redeemable convertible preferred stock;
|
|
|
||||||
|
Stockholders’ equity (deficit):
|
||||||||
|
Undesignated stock, $
|
|
|
||||||
|
Series A 12% convertible preferred stock;
|
|
|
||||||
|
Common stock, $
|
|
|
||||||
|
Additional paid-in capital
|
|
|
||||||
|
Retained deficit
|
(
|
)
|
(
|
)
|
||||
|
Total stockholders’ equity (deficit)
|
(
|
)
|
(
|
)
|
||||
|
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)
|
$
|
|
$
|
|
||||
See notes to unaudited condensed consolidated financial statements.
GALECTIN THERAPEUTICS INC.
|
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||||||
|
|
2024
|
2023
|
2024
|
2023
|
||||||||||||
|
|
(in thousands, except per share
data)
|
(in thousands, except per share
data)
|
||||||||||||||
|
Operating expenses:
|
||||||||||||||||
|
Research and development
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
General and administrative
|
|
|
|
|
||||||||||||
|
Total operating expenses
|
|
|
|
|
||||||||||||
|
Total operating loss
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Other income (expense):
|
||||||||||||||||
|
Interest income
|
|
|
|
|
||||||||||||
|
Interest expense
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Change in fair value of derivative
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Total other income (expense)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Preferred stock dividends
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||
| Warrant modification |
( |
) | ( |
) | ||||||||||||
|
Net loss applicable to common stockholders
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Net loss per common share — basic and diluted
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Weighted average common shares outstanding — basic and diluted
|
|
|
|
|
||||||||||||
See notes to unaudited condensed consolidated financial statements.
GALECTIN THERAPEUTICS INC.
|
|
Nine Months Ended
September 30, |
|||||||
|
|
2024
|
2023
|
||||||
|
|
(in thousands)
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
Adjustments to reconcile net loss to net cash flows from operating activities:
|
||||||||
|
Stock-based compensation expense
|
|
|
||||||
|
Amortization of right to use lease asset
|
|
|
||||||
|
Non-cash interest expense
|
|
|
||||||
|
Change in fair value of derivative liabilities
|
|
|
||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Prepaid expenses and other assets
|
|
|
||||||
|
Accounts payable, accrued expenses and other liabilities
|
(
|
)
|
(
|
)
|
||||
|
Accrued interest on convertible debt - related party
|
||||||||
|
Net cash from operating activities
|
(
|
)
|
(
|
)
|
||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Net proceeds from convertible line of credit – related party
|
||||||||
| Net proceeds from exercise of common stock warrants |
||||||||
|
Net cash flows from financing activities
|
|
|
||||||
|
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
|
|
||||||
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
|
|
||||||
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
|
$
|
|
||||
|
NONCASH FINANCING ACTIVITIES:
|
||||||||
|
Payment of preferred stock dividends in common stock
|
$ | $ | ||||||
|
Reclassification of accrued bonus to additional paid in capital
|
|
|
||||||
|
Common stock purchase warrants issued in connection with related party line of credit
|
||||||||
|
Warrant Modification
|
||||||||
See notes to unaudited condensed consolidated financial statements.
GALECTIN THERAPEUTICS INC.
STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)
(amounts in thousands except share data)
|
|
Series C Super
Dividend Redeemable Convertible Preferred Stock |
|||||||
|
|
Number of
Shares |
Amount
|
||||||
|
Balance at December 31, 2022
|
|
$
|
|
|||||
|
Balance at September 30, 2023
|
|
$
|
|
|||||
|
Balance at December 31, 2023
|
|
$
|
|
|||||
|
Balance at September 30, 2024
|
|
$
|
|
|||||
|
|
Series A 12%
Convertible Preferred Stock |
Common Stock
|
||||||||||||||||||||||||||
|
|
Number
of Shares |
Amount
|
Number
of Shares |
Amount
|
Additional
Paid-In
Capital |
Retained
Deficit |
Total
Stockholders’ Equity (Deficit) |
|||||||||||||||||||||
|
Balance at June 30, 2023
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||||
|
Series A 12% convertible preferred stock dividend
|
|
|
||||||||||||||||||||||||||
|
Series C super dividend redeemable convertible preferred
stock dividend
|
(
|
)
|
|
|||||||||||||||||||||||||
|
Issuance of common stock from exercise of warrants
|
||||||||||||||||||||||||||||
| Warrant modification |
( |
) | ||||||||||||||||||||||||||
|
Stock-based compensation expense
|
|
|
||||||||||||||||||||||||||
|
Net loss
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||
|
Balance at September 30, 2023
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||||
|
Balance at June 30, 2024
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||||
|
Series A 12% convertible preferred stock dividend
|
|
|
||||||||||||||||||||||||||
|
Series C super dividend redeemable convertible preferred
stock dividend |
(
|
)
|
|
|||||||||||||||||||||||||
|
Common stock purchase warrants issued in connection
with related party line of credit
|
||||||||||||||||||||||||||||
|
Stock-based compensation expense
|
|
|
||||||||||||||||||||||||||
|
Net loss
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||
|
Balance at September 30, 2024
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||||
See notes to unaudited condensed consolidated financial statements.
GALECTIN THERAPEUTICS INC.
CONSOLIDATED
STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) — (Continued)
For the Nine Months Ended September 30, 2023 and 2024
(amounts in thousands except share data)
|
|
Series A 12%
Convertible Preferred Stock |
Common Stock
|
||||||||||||||||||||||||||
|
|
Number
of Shares |
Amount
|
Number
of Shares |
Amount
|
Additional
Paid-In
Capital |
Retained
Deficit |
Total
Stockholders’ Equity (Deficit) |
|||||||||||||||||||||
|
Balance at December 31, 2022
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||||
|
Series A 12% convertible preferred stock dividend
|
|
|
(
|
)
|
||||||||||||||||||||||||
|
Series C super dividend redeemable convertible preferred
stock dividend
|
|
|
(
|
)
|
||||||||||||||||||||||||
| Issuance of common stock from exercise of warrants |
||||||||||||||||||||||||||||
|
Common stock purchase warrants issued in connection with related party line of credit
|
||||||||||||||||||||||||||||
| Warrant modification |
( |
) | ||||||||||||||||||||||||||
|
Stock-based compensation expense
|
|
|
|
|||||||||||||||||||||||||
|
Net loss
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||
|
Balance at September 30, 2023
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||||
|
Balance at December 31, 2023
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||||
|
Series A 12% convertible preferred stock dividend
|
|
|
(
|
)
|
||||||||||||||||||||||||
|
Series C super dividend redeemable convertible preferred stock dividend
|
|
|
(
|
)
|
||||||||||||||||||||||||
|
Exercise of common stock options
|
||||||||||||||||||||||||||||
|
Exercise of common stock purchase warrants
|
||||||||||||||||||||||||||||
|
Common stock purchase warrants issued in connection with related party line of credit
|
||||||||||||||||||||||||||||
|
Stock-based compensation expense, net of shares forfeited to cover tax withholding
|
|
|
|
|||||||||||||||||||||||||
|
Net loss
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||
|
Balance at September 30, 2024
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||||
See notes to consolidated financial statements.
GALECTIN THERAPEUTICS INC.
1. Basis of Presentation, Liquidity and Going Concern
Galectin Therapeutics Inc. and subsidiaries (the “Company”) is a clinical stage biopharmaceutical company that is applying its leadership in galectin science and drug
development to create new therapies for fibrotic disease and cancer. These candidates are based on the Company’s targeting of galectin proteins which are key mediators of biologic and pathologic function. These compounds also may have application
for drugs to treat other diseases and chronic health conditions.
The unaudited condensed consolidated financial statements as reported in this Quarterly Report on Form 10-Q reflect all adjustments which are, in the opinion of
management, necessary to present fairly the financial position of the Company as of September 30, 2024 and the results of its operations for the three and nine months ended September 30, 2024 and 2023 and its cash flows for the nine months ended
September 30, 2024 and 2023. All adjustments made to the interim financial statements include all those of a normal and recurring nature. Amounts presented in the condensed consolidated balance sheet as of December 31, 2023 are derived from the
Company’s audited consolidated financial statements as of that date, but do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.
The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional
disclosure. Subsequent events have been evaluated through the date these financial statements are available to be issued. The results for interim periods are not necessarily indicative of results that may be expected for any other interim period
or for the full year. The unaudited condensed consolidated financial statements of the Company should be read in conjunction with its Annual Report on Form 10-K for the year ended December 31, 2023.
The Company has
operated at a loss since its inception and has had no revenues. The Company anticipates that losses will continue for the foreseeable future. At September 30, 2024, the company had $27,060 ,000 of unrestricted cash and cash equivalents available to fund future operations. In addition, on November 14, 2024, the Company entered into a second supplemental unsecured $6 million line of credit financing with its chairman, Richard E. Uihlein (see note 9). The Company believes there is sufficient cash to fund
currently planned operations approximately through May 2025. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of 12 months from the issuance date of these financial statements. The
ability of the Company to continue as a going concern is likely dependent on the results of its NAVIGATE clinical trial expected in December 2024 and its ability to raise capital; however, the Company’s cash position may not be sufficient to
support its daily operations after May 2025. To meet its future capital needs, the Company intends to raise additional capital through debt or equity financings, collaborations, partnerships or other strategic transactions. However, there can
be no assurance that the Company will be able to complete any such transactions on acceptable terms or otherwise. The inability of the Company to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on
the Company’s business, results of operations and financial condition. The Company has the ability to delay certain research activities and related clinical expenses if necessary due to liquidity concerns until a date when those concerns are
relieved.
The Company was founded
in July 2000, was incorporated in the State of Nevada in January 2001 under the name “Pro-Pharmaceuticals, Inc.,” and changed its name to “Galectin Therapeutics Inc.” on May 26, 2011.
2. Accrued Expenses and Other
Accrued expenses consist of the following:
|
|
September 30,
2024 |
December 31,
2023 |
||||||
|
|
(in thousands)
|
|||||||
|
Legal and accounting fees
|
$
|
|
$
|
|
||||
|
Accrued compensation
|
|
|
||||||
|
Lease liability
|
|
|
||||||
|
Accrued research and development costs and other
|
|
|
||||||
|
|
$
|
|
$
|
|
||||
Research and development expenses, including personnel costs, allocated facility costs, lab supplies, outside services, contract laboratory costs related to
manufacturing drug product, clinical trials and preclinical studies are charged to research and development expense as incurred. The Company accounts for nonrefundable advance payments for goods and services that will be used in future research
and development activities as expense when the service has been performed or when the goods have been received. Our current NAVIGATE clinical trial is being supported by third-party contract research organizations, or CROs, and other vendors. We
accrue expenses for clinical trial activities performed by CROs based upon the estimated amount of work completed on each trial. For clinical trial expenses and related expenses associated with the conduct of clinical trials, the significant
factors used in estimating accruals include the number of patients enrolled, the number of active clinical sites, and the duration for which the patients have been enrolled in the trial. We monitor patient enrollment levels and related activities
to the extent possible through internal reviews, review of contractual terms and correspondence with CROs. We base our estimates on the best information available at the time. We monitor patient enrollment levels and related activities to the
extent possible through discussions with CRO personnel and based our estimates of clinical trial costs on the best information available at the time. However, additional information may become available to us which will allow us to make a more
accurate estimate in future periods. In that event, we may be required to record adjustments to research and development expenses in future periods when the actual level of activity becomes more certain.
3. Convertible Notes Payable – Related Party
On April 16, 2021, the Company and Richard
E. Uihlein entered into a debt financing arrangement whereby Mr. Uihlein loaned $10,000,000 to the Company. In consideration for the
loan, the Company issued a convertible promissory note (the “April 2021 Note”) in the principal amount of ten million dollars.
The April 2021 Note has a maturity date of April 16, 2025 , is
prepayable at the option of the Company in whole or in part at any time and is convertible into the Company’s common stock at a conversion price equal to $5.00 per share at the option of the noteholder. The April 2021 Note bears interest at the rate of two percent (2 %)
per annum, compounded annually with an effective interest rate of approximately 3 %. For the three months ended September 30, 2024 and 2023, approximately $53,000
and $52,000 , respectively, of interest expense was accrued and included with the principal in the financial statements. For the
nine months ended September 30, 2024 and 2023, approximately $159,000 and $154,000 , respectively, of interest expense was accrued and included with the principal in the financial statements.
The April 2021 Note also includes a contingent interest component that requires the Company to pay additional interest at a rate of two and one-half percent (2.5 %) per quarter (10 % per annum)
(the “Additional Interest”) beginning on the date of issuance of this Note and ending on the maturity date, provided however, that such payment is only required if and only if the noteholder elects to convert the entire balance of the April
2021 Note into the Company’s common stock on or prior to maturity. As the contingent event is not based on creditworthiness, such feature is not clearly and closely related to the host instrument and accordingly must be bifurcated and
recognized as a derivative liability and a debt discount on the April 2021 Note at its inception. The fair value of the contingent interest derivative liability was $420,000 at note inception (April 16, 2021). The fair value of the contingent interest derivative liability was $1,202,000 and $431,000 at September 30, 2024 and December 31, 2023,
respectively, and is recognized as a derivative liability in the consolidated balance sheet. The change in the fair value of
the derivative liability for the three months ended September 30, 2024 and 2023 of $413,000 and $234,000 , respectively, was charged to other expense/(income) for the three months ended September 30, 2024 and 2023. The change in the fair value
of the derivative liability for the nine months ended September 30, 2024 and 2023 of $771,000 and $(156,000 ), respectively, was charged to other expense/(income) for the nine months ended September 30, 2024 and 2023. The amortization of the
original $420,000 debt discount of $26,000
and $26,000 was recorded as additional interest expense for the three months ended September 30, 2024 and 2023, respectively. The
amortization of the original $420,000 debt discount of $78,000 and $78,000 was recorded as additional interest expense for the
nine months ended September 30, 2024 and 2023, respectively.
On May 14, 2024, Mr. Uihlein, as holder of the
April 2021 Note irrevocably elected to convert the entire principal amount of such note, plus accrued and unpaid interest, into shares of common stock of the Company at a price of $5.00 per share, effective as of April 16, 2025 , which is the
maturity date of the April 2021 Note. The April 2021 Note will remain outstanding and accrue interest until maturity and no shares
of common stock will be issued as a result of this election until April 16, 2025.
The September 2021 Note has a maturity date of September 17, 2025 ,
is prepayable at the option of the Company in whole or in part at any time and is convertible into the Company’s common stock at a conversion price equal to $8.64 per share at the option of the noteholder. The September 2021 Note bears interest at the rate of two percent (2 %)
per annum, compounded annually with an effective interest rate of approximately 3 %. For the three months ended September 30, 2024 and 2023, approximately $56,000
and $52,000 , respectively, of interest expense was accrued and included with the principal in the financial statements. For the
nine months ended September 30, 2024 and 2023, approximately $157,000 and $156,000 , respectively, of interest expense was accrued and included with the principal in the financial statements.
The September 2021 Note also includes a contingent interest component that requires the Company to pay additional interest at a rate of two and one-half percent (2.5 %) per quarter (10 % per annum)
(the “Additional Interest”) beginning on the date of issuance of this Note and ending on the maturity date, provided however, that such payment is only required if and only if the noteholder elects to convert the entire balance of the September
2021 Note into the Company’s common stock on or prior to maturity. As the contingent event is not based on creditworthiness, such feature is not clearly and closely related to the host instrument and accordingly must be bifurcated and
recognized as a derivative liability and a debt discount on the September Note at its inception. The fair value of the contingent interest derivative liability was $433,000 at note inception (September 17, 2021). The fair value of the contingent interest derivative liability was $359,000 and $169,000 and September 30, 2024 and December 31, 2023,
respectively, and is recognized as a derivative liability in the consolidated balance sheet. The change in the fair value of
the derivative liability for three months ended September 30, 2024 and 2023 of $50,000 and $78,000 , respectively, was recorded to other expense/(income) for three months ended September 30, 2024 and 2023. The change in the fair value of
the derivative liability for nine months ended September 30, 2024 and 2023 of $189,000 and $129,000 , respectively, was recorded to other expense/(income) for nine months ended September 30, 2024 and 2023. The amortization of the original
$433,000 debt discount of $27,000
and $27,000 was recorded as additional interest expense for the three months ended September 30, 2024 and 2023. The amortization of
the original $433,000 debt discount of $81,000 and $81,000 was recorded as additional interest expense for the
nine months ended September 30, 2024 and 2023.
On December 20, 2021, the second of the two promissory notes under the Loan Agreement was executed and delivered, (the “December 2021 Note”) to evidence the second loan in the principal
amount of $10,000,000 . The December 2021 Note has a maturity date of December 20, 2025 , is prepayable at the option of the Company in whole or in part at any time and is convertible into the Company’s common stock at a conversion price equal to $5.43 per share at the option of the noteholder. The December Note bears interest at the rate of two percent (2 %) per annum, compounded annually with an effective interest rate of approximately 3 %. For three months ended September 30, 2024 and 2023, approximately $52,000 and $51,000 , respectively,
of interest expense was accrued and included with the principal in the financial statements. For nine months ended September 30, 2024 and 2023, approximately $156,000 and $152,000 , respectively, of interest expense was accrued and
included with the principal in the financial statements.
The December 2021 Note also includes a contingent interest component
that requires the Company to pay additional interest at a rate of two and one-half percent (2.5 %) per quarter (10 % per annum) (the “Additional Interest”) beginning on the date of issuance of this Note and ending on the maturity date, provided however, that
such payment is only required if and only if the noteholder elects to convert the entire balance of the December 2021 Note into the Company’s common stock on or prior to maturity. As the contingent event is not based on creditworthiness, such
feature is not clearly and closely related to the host instrument and accordingly must be bifurcated and recognized as a derivative liability and a debt discount on the December Note at its inception. The fair value of the contingent interest
derivative liability was $415,000 at note inception (December 20, 2021). The fair value of the contingent interest derivative
liability was $957,000 and $404,000
at September 30, 2024 and December 31, 2023, respectively, and is recognized as a derivative liability in the consolidated balance sheet. The change in the fair value of the derivative liability for three months ended September 30, 2024 and 2023 of $291,000
and $178,000 , respectively was recorded to other expense/(income) for three months ended September 30, 2024 and 2023. The change in
the fair value of the derivative liability for nine months ended September 30, 2024 and 2023 of $553,000 and $290,000 , respectively was recorded to other expense/(income) for nine months ended September 30, 2024 and 2023. The amortization of the original $415,000 debt discount of $26,000
and $26,000 was recorded as additional interest expense for three months ended September 30, 2024 and 2023, respectively. The
amortization of the original $415,000 debt discount of $78,000 and $78,000 was recorded as additional interest expense for nine
months ended September 30, 2024 and 2023, respectively.
The Company’s contractual cash obligations related to the outstanding convertible notes payable is a repayment of the September 2021 Note of the $10,000,000 plus accrued interest on September 17, 2025 and a repayment of the December 2021 Note of the $10,000,000 plus accrued interest on December 30, 2025, unless converted at the option of the noteholder.
4. Fair Value of Financial Instruments
The Company has certain financial assets
and liabilities recorded at fair value. Fair values determined by Level 1 inputs utilize observable data such as quoted prices in active markets. Fair values determined by Level 2 inputs utilize data points other than quoted prices in active
markets that are observable either directly or indirectly. Fair values determined by Level 3 inputs utilize unobservable data points in which there is little or no market data, which require the reporting entity to develop its own assumptions.
The carrying amounts reflected in the consolidated balance sheets for cash equivalents, accounts payable and accrued expenses approximate their carrying value due to their short-term nature. There were no
Level 3 assets and liabilities measured
and recorded at fair value on a recurring basis at September 30, 2024 and December 31, 2023 were as follows:
|
September 30,
2024
|
December 31,
2023
|
|||||||
|
Derivative Liability – Contingent Interest April Note
|
$
|
|
$
|
|
||||
| Derivative Liability – Contingent Interest September Note | $ | $ | ||||||
| Derivative Liability – Contingent Interest December Note | $ | $ | ||||||
The April Note derivative liability – contingent interest
was valued using a Monte Carlo Geometric Brownian Stock Path Model. The key assumptions used in the model at September 30, 2024 and December 31, 2023 are as follows:
| |
September 30,
2024
|
December 31,
2023
|
||||||
|
Stock Price
|
$
|
|
$
|
|
||||
|
Conversion Price of conversion feature
|
$
|
|
$
|
|
||||
|
Term
|
|
|
||||||
|
Risk Free Interest Rate
|
|
%
|
|
%
|
||||
|
Credit Adjusted Discount Rate
|
|
%
|
|
%
|
||||
|
Volatility
|
|
%
|
|
%
|
||||
|
Dividend Rate
|
|
% |
|
% |
||||
The roll forward of the April Note derivative liability –
contingent interest is as follows for the nine months ended September 30, 2024 and 2023:
|
Balance – December 31, 2023
|
$
|
|
||
|
Fair Value Adjustment
|
|
|||
|
Balance – September 30, 2024
|
$
|
|
||
| Balance – December 31, 2022 |
$ |
|||
| Fair Value Adjustment | ||||
|
Balance – September 30, 2023
|
$ |
The September Note derivative
liability – contingent interest was valued using a Monte Carlo Geometric Brownian Stock Path Model. The key assumptions used in the model at September 30, 2024 and December 31, 2023 are as follows:
|
September 30,
2024
|
December 31,
2023
|
|||||||
|
Stock Price
|
$
|
|
$
|
|
||||
|
Conversion Price of conversion feature
|
$
|
|
$
|
|
||||
|
Term
|
|
|
||||||
|
Risk Free Interest Rate
|
|
%
|
|
%
|
||||
|
Credit Adjusted Discount Rate
|
|
%
|
|
%
|
||||
|
Volatility
|
|
%
|
|
%
|
||||
|
Dividend Rate
|
|
% |
|
% | ||||
The roll forward of the September
Note derivative liability – contingent interest is as follows:
|
Balance – December 31, 2023
|
$ | |||
|
Fair Value Adjustment
|
||||
|
Balance – September 30, 2024
|
$ | |||
|
Balance – December 31, 2022
|
||||
| Fair Value Adjustment | ||||
| Balance – September 30, 2023 | $ |
The December Note derivative liability – contingent
interest was valued using a Monte Carlo Geometric Brownian Stock Path Model. The key assumptions used in the model at September 30, 2024 and December 31, 2023 are as follows:
|
September 30,
2024
|
December 31,
2023
|
|||||||
|
Stock Price
|
$
|
|
$
|
|
||||
|
Conversion Price of conversion feature
|
$
|
|
$
|
|
||||
|
Term
|
|
|
||||||
|
Risk Free Interest Rate
|
|
%
|
|
%
|
||||
|
Credit Adjusted Discount Rate
|
|
%
|
|
%
|
||||
|
Volatility
|
|
%
|
|
%
|
||||
|
Dividend Rate
|
|
% |
|
% | ||||
The roll forward
of the December Note derivative liability – contingent interest is as follows:
|
Balance – December 31, 2023
|
$
|
|
||
|
Fair Value Adjustment
|
|
|||
|
Balance – September 30, 2024
|
$
|
|
||
| Balance – December 31, 2022 |
$ | |||
|
Fair Value Adjustment
|
|
|||
|
Balance – September 30, 2023
|
$
|
|
5. Stock-Based Compensation
Following is the stock-based compensation expense related to common stock options, restricted common stock, common stock warrants and deferred stock units:
|
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||||||
|
|
2024
|
2023
|
2024
|
2023
|
||||||||||||
|
|
in thousands
|
|||||||||||||||
|
Research and development
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
General and administrative
|
|
|
|
|
||||||||||||
|
Total stock-based compensation expense
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
The following table summarizes the stock option activity in the Company’s equity incentive plans, including non-plan grants to Company executives, from December 31, 2023
through September 30, 2024:
|
|
Shares
|
Weighted
Average Exercise Price |
||||||
|
Outstanding, December 31, 2023
|
|
$
|
|
|||||
|
Granted
|
|
|
||||||
|
Exercised
|
( |
) |
(
|
)
|
||||
|
Options forfeited/cancelled
|
(
|
)
|
(
|
)
|
||||
|
Outstanding, September 30, 2024
|
|
$
|
|
|||||
As of September 30, 2024, there was $1,154,000 of
unrecognized compensation related to 2,475,171 unvested options, which is expected to be recognized over a weighted–average period of
approximately 1 year. The weighted-average grant date fair value for options granted during the nine months ended September 30, 2024 was $1.23 . The Company granted 1,373,000 stock
options during the nine months ended September 30, 2024.
The fair value of all other options granted is determined using the Black-Scholes option-pricing model. The following weighted average assumptions were used:
|
|
Nine
Months Ended
September 30, |
Nine
Months Ended September 30, |
||||||
|
|
2024
|
2023
|
||||||
|
Risk-free interest rate
|
|
%
|
|
%
|
||||
|
Expected life of the options
|
|
|
||||||
|
Expected volatility of the underlying stock
|
|
%
|
|
%
|
||||
|
Expected dividend rate
|
|
% |
|
% | ||||
In January 2024, the Company’s board chairman
elected to take restricted stock grants in lieu of cash retainers for 2024. A total of 23,256 shares of restricted stock valued at
approximately $40,000 is being amortized to expense on a straight-line basis until December 31, 2024 when the stock vests in full. In
January 2023, the Company’s board chairman elected to take restricted stock grants in lieu of cash retainers for 2023. A total of 36,036
shares of restricted stock valued at approximately $40,000 was being amortized to expense on a straight-line basis until December 31,
2023 when the stock vested in full.
In January
2024, the Company issued 408,000 restricted stock units to its employees valued at $734,000 at the date of grant. These restricted stock units will vest 100 %
if the Company publicly presents the results of the Interim Analysis of its NAVIGATE clinical trial on or before December 31, 2024. The Company believes that is probable that the vesting condition will be met and is amortizing the restricted
stock unit expense ratably in 2024. The amount of expense recorded during the three and nine months ended September 30, 2024 was $163,000
and $488,000 respectively.
In September 2020, the Company entered into an employment agreement with its new Chief Executive Officer whereby 20 % of his base salary and performance bonuses will be paid in cash, and 80 %
will be paid in the form of deferred stock units (“DSUs”) through December 31, 2022 in accordance with the terms and subject to the provisions set forth in the DSU Agreement. DSUs credited to Mr. Lewis as of any date shall be fully vested and
nonforfeitable at all times. Pursuant to an amendment to the DSU Agreement in July 2022, the Company shall issue the shares earned through December 31, 2022 underlying the outstanding whole number of DSUs credited to Mr. Lewis as follows: twenty five percent shall be issued on March 1, 2023, fifty percent shall be issued on March 1, 2024 and twenty five percent shall be issued on September 1, 2028. Additionally,
a 2023 DSU Agreement was executed in July 2022, whereby Mr. Lewis would continue to receive 20 % of salary in cash and 80 % in DSUs through December 31, 2023. The shares under the 2023 DSU Agreement are to be issued fifty percent on March 1, 2025 and fifty percent on January 5, 2026.
For the three months ended March 31, 2023, approximately $112,000
of his compensation was recorded as stock compensation expense representing 72,440 shares of common stock to be issued under the DSU
agreement with a weighted average grant date fair value of $1.55 per share.
On March 1, 2024, fifty percent of the DSU’s were issued
to Mr. Lewis in accordance with the DSU Agreement. A total of 367,800 shares were due to be issued; however, 153,288 shares were withheld to cover income tax withholding of $300,445 resulting in 214,512 shares actually issued. On March 1, 2023, twenty five percent of the DSU’s were issued to Mr. Lewis in accordance with the DSU Agreement. A total of 183,900 shares were due to be issued; however, 75,529 shares
were withheld to cover income tax withholding of $156,345 resulting in 108,371 shares actually issued.
Also, Mr. Lewis’ bonus for the year ended December 31, 2022 of $210,000
(which was included in accrued compensation at December 31, 2022) was approved in January 2023 and represents 143,836 shares of common
stock to be issued under the DSU agreement with a grant date fair value of $1.46 per share. The $210,000 was reclassified from accrued compensation to additional paid in capital in January 2023.
There is no unrecognized compensation expense related to
the DSUs.
6. Common Stock Warrants
The following table summarizes the common stock warrant activity from December 31, 2023 through September 30, 2024:
|
|
Shares
|
Weighted Average
Exercise Price |
||||||
|
Outstanding, December 31, 2023
|
|
$
|
|
|||||
|
Granted
|
|
|
||||||
|
Exercised
|
(
|
)
|
|
|||||
|
Forfeited/cancelled
|
(
|
)
|
|
|||||
|
Outstanding, September 30, 2024
|
|
$
|
|
|||||
The weighted average expiration of the warrants outstanding as of September 30, 2024 is 2.2
years.
7. Loss Per Share
Basic net loss per common share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding
during the period. Diluted net loss per common share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares and other potential common shares then outstanding. Potential common shares
consist of common shares issuable upon the assumed exercise of in-the-money stock options and warrants and potential common shares related to the conversion of the preferred stock. The computation of diluted net loss per share does not assume the
issuance of common shares that have an anti-dilutive effect on net loss per share.
Dilutive shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because their affect would
have been anti-dilutive are as follows:
|
|
September 30,
2024
|
September 30,
2023
|
||||||
| (shares) |
(shares) |
|||||||
|
Warrants to purchase shares of common stock
|
|
|
||||||
|
Options to purchase shares of common stock
|
|
|
||||||
| Restricted stock units |
||||||||
|
Shares of common stock issuable upon conversion of convertible notes payable – related party
|
|
|
||||||
| Shares of common stock issuable upon conversion of convertible line of credit – related party |
||||||||
|
Shares of common stock issuable upon conversion of preferred stock
|
|
|
||||||
|
|
|
|
||||||
8. Common Stock
2020 At Market Issuance of Common Stock
On May 11, 2020, the Company entered into an At Market Issuance Sales Agreement (the “2020
At Market Agreement”) with a sales agent under which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $40.0 million from time to time through the sales agent. Sales of the Company’s common stock through the sales agent, if any, will be made by any method that is deemed an “at the market”
offering as defined by the U.S. Securities and Exchange Commission. The Company will pay to the sales agent a commission rate equal to 3.0 %
of the gross proceeds from the sale of any shares of common stock sold through the sales agent under the 2020 At Market Agreement. During the nine months ended September 30, 2024 and 2023, there were no
For each of the nine months ended September 30, 2024 and 2023, the Company issued a total of 24,700 and 35,200 shares of common stock, respectively, for
dividends on Series A and Series C Preferred Stock.
9. Convertible Line of Credit – Related Party
On July 25, 2022, the Company and Richard E. Uihlein (the “Lender”) entered into a Line of Credit Letter Agreement (the “Credit Agreement”),
pursuant to which the Lender shall provide the Company a line of credit of up to $60.0 million (the “Line of Credit”) to finance the
Company’s working capital needs. The Company may draw upon the Line of Credit through July 31, 2024.
Each advance made pursuant to the Credit Agreement shall be evidenced by an unsecured, convertible promissory note (individually, a “Promissory
Note,” and collectively, the “Promissory Notes”), and bear interest at the Applicable Federal Rate for short term loans, plus two (2 %)
percent. Principal and interest on the Promissory Notes are due on or before January 31, 2026 . Only with the consent of the Lender, may
the Promissory Notes be prepaid, in whole or in part, at any time without premium or penalty, but with interest on the amount or amounts prepaid.
At the election of Lender, the principal and accrued interest on Promissory Note(s) may be converted into the number of shares of the Company’s
Common Stock equal to the amount of principal and accrued interest on such Promissory Note divided by the price equal to the closing price of the Common Stock on the date of such Promissory Note, but in no event less than $3.00 per share.
In connection with the Credit Agreement, the Company agreed to issue the Lender warrants to purchase up to an aggregate of 1,700,000 shares of the Company’s common stock, par value $0.001
per share (collectively, the “Warrants”). Upon execution of the Credit Agreement, the Company issued the Lender a Warrant to purchase up to 500,000
shares of Company’s Common Stock at an exercise price of $5.00 per share, which Warrant is exercisable upon issuance. Further, pursuant to
the Credit Agreement, the Company shall issue to the Lender additional Warrants to purchase up to the remaining 1,200,000 shares of the
Company’s common stock, ratably, upon borrowings under the Credit Agreement, with exercise prices equal to 150 % of the closing price of
the Company’s common Stock on the date of the Promissory Note evidencing such draw, but in no event more than $10.00 per share nor less
than $3.00 per share. The Warrants expire on July 31, 2029 .
The fair value of the 500,000
warrants vested at closing on July 25, 2022 was $738,000 at the date of issuance based on the following assumptions: an expected life of 7 years , volatility of 92 %, risk free
interest rate of 3.19 % and zero
dividends. The fair value of the vested warrants was recorded in other assets (non-current) as a deferred financing cost and will be amortized on a straight-line basis from July 25, 2022 through January 31, 2026. Amortization for the three months
ended September 30, 2024 and 2023 of $52,000 and $52,000 , respectively, was recorded as interest expense. Amortization for the nine months ended September 30, 2024 and 2023 of $156,000 and $157,000 , respectively, was recorded as interest expense.
On December 19, 2022, the Company executed a $10
million Promissory Note under the Line of Credit. The interest rate on this draw is 6.46 % (Applicable Federal Rate for short term loans on
date of draw of 4.46 % plus 2 %).
The effective interest rate is approximately 7.1 %. Accrued interest on this draw was $1,217,000 and $517,000 at September 30, 2024 and 2023,
respectively. The principal and accrued interest is convertible at the option of the Lender at $3.00 per share. In accordance with the
Credit Agreement, the Company issued the Lender a Warrant to purchase up to 200,000 shares of Company’s Common Stock at an exercise price
of $3.00 per share, which Warrant is exercisable upon issuance.
The fair value of the 200,000 warrants vested at closing on December 19, 2022 was $160,780 at the
date of issuance based on the following assumptions: an expected life of 7 years , volatility of 91 %, risk free interest rate of 4.06 %
and zero dividends. The proceeds were allocated between the Promissory Note and the warrants issued, and the amount allocated to the
warrants was recorded as a debt discount netted against principal to be amortized on a straight-line basis, which is not materially different than the effective interest method, from December 19, 2022 through January 31, 2026. Amortization for the
nine months ended September 30, 2024 and 2023 of $39,000
On March 31, 2023, the Company executed an additional $10
million Promissory Note under the Line of Credit. The interest rate on this draw is 6.41 % (Applicable Federal Rate for short term loans on
date of draw of 4.41 % plus 2 %).
The effective interest rate is approximately 7.1 %. Accrued interest on this draw was $1,006,000 and $325,000 at September 30, 2024 and 2023,
respectively. The principal and accrued interest is convertible at the option of the Lender at $3.00 per share. In accordance with the
Credit Agreement, the Company issued the Lender a Warrant to purchase up to 200,000 shares of Company’s Common Stock at an exercise price
of $3.26 per share, which Warrant is exercisable upon issuance.
The fair value of the 200,000 warrants vested at closing on March 31, 2023 was $296,680
at the date of issuance based on the following assumptions: an expected life of 6.33 years, volatility of 88 %, risk free interest rate of 3.94 % and
zero dividends. The proceeds were allocated between the Promissory Note and the warrants issued, and the amount allocated to the warrants
was recorded as a debt discount netted against principal to be amortized on a straight-line basis, which is not materially different than the effective interest method, from March 31, 2023 through January 31, 2026. Amortization for the nine months
ended September 30, 2024 and 2023 of $78,000 and $52,000 , respectively, was recorded as interest expense.
On June 30, 2023, the Company executed an
additional $10 million Promissory Note under the Line of Credit. The interest rate on this draw is 6.34 % (Applicable Federal Rate for short term loans on date of draw of 4.34 % plus 2 %). The effective interest rate is approximately 7.1 %. Accrued interest on this draw was $822,000 and $159,000 at September 30, 2024 and 2023, respectively. The principal and accrued interest is convertible at the option of the Lender at $3.00 per share. In accordance with the Credit Agreement, the Company issued the Lender a Warrant to purchase up to 200,000 shares of Company’s Common Stock at an exercise price of $3.00 per share, which Warrant is exercisable upon issuance.
The fair value of the 200,000 warrants vested at closing on June
30, 2023 was $179,920 at the date of issuance based on the following assumptions: an expected life of 6.08 years, volatility of 85 %, risk free
interest rate of 3.59 % and zero
dividends. The proceeds were allocated between the Promissory Note and the warrants issued, and the amount allocated to the warrants was recorded as a debt discount netted against principal amortized on a straight-line basis, which is not
materially different than the effective interest method, from June 30, 2023 through January 31, 2026. Amortization for the nine months ended September 30, 2024 and 2023 of $52,000 and $18,000 , respectively, was recorded as interest expense.
On December 29, 2023, the Company executed an additional $10 million Promissory Note under the Line of Credit. The interest rate on this draw is 7.13 %
(Applicable Federal Rate for short term loans on date of draw of 5.13 % plus 2 %). The effective interest rate is approximately 7.5 %. Accrued interest on this
draw was $548,000 September 30, 2024. The principal and accrued interest is convertible at the option of the Lender at $3.00 per share. In accordance with the Credit Agreement, the Company issued the Lender a Warrant to purchase up to 200,000 shares of Company’s Common Stock at an exercise price of $3.00 per share, which Warrant is exercisable upon issuance.
The fair value of the 200,000
warrants vested at closing on December 31, 2023 was $193,745 at the date of issuance based on the following assumptions: an expected life
of 5.7 years, volatility of 79 %,
risk free interest rate of 4.49 % and zero
dividends. The proceeds were allocated between the Promissory Note and the warrants issued, and the amount allocated to the warrants was recorded as a debt discount netted against principal amortized on a straight-line basis, which is not materially
different than the effective interest method, from December 29, 2023 through January 31, 2026. Amortization for the nine months ended September 30, 2024 of $70,000
was recorded as interest expense.
On March 29, 2024, the Company executed an additional $10 million Promissory Note under the
Line of Credit. The interest rate on this draw is 6.62 % (Applicable Federal Rate for short term loans on date of draw of 4.62 % plus 2 %). The effective interest
rate is approximately 7.1 %. Accrued interest on this draw was $166,000 at September 30, 2024. The principal and accrued interest is convertible at the option of the Lender at $3.00 per share. In accordance with the Credit Agreement, the Company issued the Lender a Warrant to purchase up to 200,000 shares of Company’s Common Stock at an exercise price of $3.59 per
share, which Warrant is exercisable upon issuance.
The fair value of the 200,000 warrants vested at
closing on March 29, 2024, was $277,389 at the date of issuance based on the following assumptions: an expected life of 5.33 years, volatility of 75 %, risk free
interest rate of 4.19 % and zero
dividends. The proceeds were allocated between the Promissory Note and the warrants issued, and the amount allocated to the warrants was recorded as a debt discount netted against principal amortized on a straight-line basis, which is not
materially different than the effective interest method, from March 29, 2024 through January 31, 2026. Amortization for the nine months ended September 30, 2024 of $76,000 was recorded as interest expense.
On June 28, 2024, the Company executed an additional $10
million Promissory Note under the Line of Credit. The interest rate on this draw is 7.01 % (Applicable Federal Rate for short term loans
on date of draw of 5.01 % plus 2 %).
The effective interest rate is approximately 7.4 %. The principal and accrued interest is convertible at the option of the Lender at $3.00 per share. In accordance with the Credit Agreement, the Company issued the Lender a Warrant to purchase up to 200,000 shares of Company’s Common Stock at an exercise price of $3.39 per share, which Warrant is exercisable upon issuance.
The fair value of the 200,000 warrants vested at
closing on June 28, 2024, was $260,000 at the date of issuance based on the following assumptions: an expected life of 5.03 years, volatility of 77 %, risk free
interest rate of 4.29 % and zero
dividends. The proceeds were allocated between the Promissory Note and the warrants issued, and the amount allocated to the warrants was recorded as a debt discount netted against principal amortized on a straight-line basis, which is not
materially different than the effective interest method, from June 28, 2024 through January 31, 2026. Amortization for the nine months ended September 30, 2024 of $41,000 was recorded as interest expense.
10. Supplemental Convertible Lines of Credit – Related Party
On March 29, 2024, the Company and Richard E. Uihlein (the “Lender”) entered into a Supplemental Line of Credit Letter Agreement (the “Supplemental Credit Agreement”), pursuant to which the Lender shall provide the Company a
line of credit of up to $10.0 million (the “Supplemental Line of Credit”) to finance the Company’s working capital needs. The Company may
draw upon the Supplemental Line of Credit through March 31, 2025.
Each advance made pursuant to the Supplemental Credit Agreement shall be evidenced by an unsecured, convertible promissory note (individually, a “Promissory Note,” and collectively, the “Promissory Notes”), and bear interest
at the Applicable Federal Rate for short term loans, plus two (2 %) percent. Principal and interest on the Promissory Notes are due on or
before January 31, 2026 . Only with the consent of the Lender, may the Promissory Notes be prepaid, in whole or in part, at any time
without premium or penalty, but with interest on the amount or amounts prepaid.
At the election of Lender, the principal and accrued interest on Promissory Note(s) may be converted into the number of shares of the Company’s Common Stock equal to the amount of principal and accrued interest on such
Promissory Note divided by the price equal to the closing price of the Common Stock on the date of such Promissory Note, but in no event less than $3.00
per share.
In connection with the Supplemental Credit Agreement, the Company agreed to issue the Lender warrants to purchase up to an aggregate of 200,000 shares of the Company’s common stock, par value $0.001 per share (collectively, the
“Warrants”). The Company shall issue to the Lender Warrants ratably, upon borrowings under the Supplemental Line of Credit, with exercise prices equal to 150 %
of the closing price of the Company’s common Stock on the date of the Promissory Note evidencing such draw, but in no event more than $10.00
per share nor less than $3.00 per share. The Warrants expire on July 31, 2029 .
On September 30, 2024, the Company executed a $10 million Promissory Note under the Supplemental Line of Credit. The interest rate on this draw is 6.13 % (Applicable Federal Rate for short term loans on date of draw of 5.01 %
plus 2 %). The effective interest rate is approximately 6.4 %. The principal and accrued interest is convertible at the option of the Lender at $3.00
per share. In accordance with the Credit Agreement, the Company issued the Lender a Warrant to purchase up to 200,000 shares of
Company’s Common Stock at an exercise price of $4.13 per share, which Warrant is exercisable upon issuance.
The fair value of the 200,000
warrants vested at closing on September 30, 2024, was $307,780 at the date of issuance based on the following assumptions: an
expected life of 4.83 years, volatility of 78 %, risk free interest rate of 3.58 % and zero dividends. The proceeds were allocated between the Promissory Note and the warrants issued, and the amount allocated to the warrants was
recorded as a debt discount netted against principal amortized on a straight-line basis, which is not materially different than the effective interest method, from October 1, 2024 through January 31, 2026.
On November 14, 2024, the Company and Richard E. Uihlein (the “Lender”) entered into an additional Supplemental Line of Credit
Letter Agreement (the “November 2024 Supplemental Credit Agreement”), pursuant to which the Lender shall provide the Company a line of credit of up to $6.0 million (the “November 2024 Supplemental Line of Credit”) to finance the Company’s working capital needs. The Company may draw upon the November 2024 Supplemental Line of Credit through March 31, 2025.
Each advance made pursuant to the November 2024 Supplemental Credit Agreement shall be evidenced by an unsecured, convertible
promissory note (individually, a “Promissory Note,” and collectively, the “Promissory Notes”), and bear interest at the Applicable Federal Rate for short term loans, plus two (2 %) percent. Principal and interest on the Promissory Notes are due on or before March 31, 2026 . Only with the consent of the Lender, may the Promissory Notes be prepaid, in whole or in part, at any time without premium or penalty, but with interest on the amount or amounts prepaid.
At the election of Lender, the principal and accrued interest on Promissory Note(s) may be converted into the number of shares of
the Company’s Common Stock equal to the amount of principal and accrued interest on such Promissory Note divided by the price equal to the closing price of the Common Stock on the date of such Promissory Note, but in no event less than $3.00 per share.
In connection with the November 2024 Supplemental Credit Agreement, the Company agreed to issue the Lender warrants to purchase
up to an aggregate of 120,000 shares of the Company’s common stock, par value $0.001 per share (collectively, the “Warrants”). The Company shall issue to the Lender Warrants ratably, upon borrowings under the November 2024 Supplemental Line of
Credit, with exercise prices equal to 150 % of the closing price of the Company’s common Stock on the date of the Promissory Note
evidencing such draw, but in no event more than $10.00 per share nor less than $3.00 per share. The Warrants expire on July 31, 2029 .
11. Commitments and Contingencies
Other Legal Proceedings
The Company records accruals for such contingencies to the extent that the Company concludes that their occurrence is probable, and the related damages are
estimable. There are no significant pending legal proceedings.
Clinical Trial and Research Commitments
The Company has entered into agreements with contractors for research and development activities to further its product candidates. The contracts generally may be
canceled at any time by providing thirty days ’ notice.
12. Leases
The Company has one operating lease for its office
space which was amended effective March 1, 2022 for a term of 38 months with no residual value guarantees or material restrictive
covenants. The amended lease provided for free rent for the first of the lease and continues the security
deposit of $6,000 . In addition to base rental payments included in the contractual obligations table above, the Company is responsible
for our pro-rata share of the operating expenses for the building. Our lease cost for the nine-month periods ended September 30, 2024 and 2023 was approximately $39,000 26,000 and is included in . Also, at September 30,
2024, current lease liability of $32,000 is included in .
Maturity of operating lease as of September 30, 2024 in thousands:
|
2024
|
|
|
||
| 2025 |
||||
|
Total
|
|
|||
|
Less imputed interest
|
|
|||
|
Present value of lease liability
|
$
|
|
The
discount rate used in calculating the present value of the lease payments was 11 %.
13. Galectin Sciences LLC
In January 2014, we created Galectin Sciences, LLC (the “LLC” or “Investee”), a collaborative joint venture co-owned by SBH Sciences, Inc. (“SBH”),
to research and develop small organic molecule inhibitors of galectin-3 for oral administration. The LLC was initially capitalized with a $400,000
cash investment to fund future research and development activities, which was provided by the Company, and specific in-process research and development (“IPR&D”) contributed by SBH. The estimated fair value of the IPR&D contributed by
SBH, on the date of contribution, was $400,000 . Initially, the Company and SBH each had a 50 % equity ownership interest in the LLC, with neither party having control over the LLC. Accordingly, from inception through the fourth quarter of 2014, the Company
accounted for its investment in the LLC using the equity method of accounting. Under the equity method of accounting, the Company’s investment was initially recorded at cost with subsequent adjustments to the carrying value to recognize
additional investments in or distributions from the Investee, as well as the Company’s share of the Investee’s earnings, losses and/or changes in capital. The estimated fair value of the IPR&D contributed to the LLC was immediately expensed
upon contribution as there was no alternative future use available at the point of contribution. The operating agreement provides that if either party does not desire to contribute its equal share of funding required after the initial
capitalization, then the other party, providing all of the funding, will have its ownership share increased in proportion to the total amount contributed from inception. In the fourth quarter of 2014, after the LLC had expended the $400,000 in cash, SBH decided not to contribute its share of the funding required. Cumulatively, the Company has contributed a total of $4,093,000 , including $313,000 for the
nine months ended September 30, 2024, for expenses of the LLC. Since the end of 2014, SBH has contributed $711,000 for expenses in the
LLC. As of September 30, 2024, the Company’s ownership percentage in the LLC was 85.2 %. The Company accounts for the interest in the
LLC as a consolidated, less than wholly owned subsidiary. Because the LLC’s equity is immaterial, the value of the non-controlling interest is also deemed to be immaterial.
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
In addition to historical information, the following Management’s Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements as defined under Section 21E of the Securities Exchange Act of 1934, as amended, and is subject to the safe harbor created therein for forward-looking statements. Such statements include, but are
not limited to, statements concerning our anticipated operating results, research and development, clinical trials, regulatory proceedings, and financial resources, and can be identified by use of words such as, for example, “anticipate,”
“estimate,” “expect,” “project,” “intend,” “plan,” “believe” and “would,” “should,” “could” or “may.” All statements, other than statements of historical facts, included herein that address activities, events, or developments that the Company
expects or anticipates will or may occur in the future, are forward-looking statements, including statements regarding: plans and expectations regarding clinical trials; plans and expectations regarding regulatory approvals; our strategy and
expectations for clinical development and commercialization of our products; potential strategic partnerships; expectations regarding the effectiveness of our products; plans for research and development and related costs; statements about
accounting assumptions and estimates; expectations regarding liquidity and the sufficiency of cash to fund currently planned operations through May 2025; our commitments and contingencies; and our market risk exposure. Forward-looking
statements are based on current expectations, estimates and projections about the industry and markets in which Galectin Therapeutics operates, and management’s beliefs and assumptions. These statements are not guarantees of future performance
and involve certain known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties are related to and include, without limitation,
| • |
our early stage of development,
|
| • |
we have incurred significant operating losses since our inception and cannot assure you that we will generate revenue or profit,
|
| • |
our dependence on additional outside capital,
|
| • |
we may be unable to enter into strategic partnerships for the development, commercialization, manufacturing and distribution of our proposed product candidates,
|
| • |
uncertainties related to any litigation,
|
| • |
uncertainties related to our technology and clinical trials, including expected dates of availability of clinical data,
|
| • |
we may be unable to demonstrate the efficacy and safety of our developmental product candidates in human trials,
|
| • |
we may be unable to improve upon, protect and/or enforce our intellectual property,
|
| • |
we are subject to extensive and costly regulation by the U.S. Food and Drug Administration (FDA) and by foreign regulatory authorities, which must approve our product candidates in development and could restrict
the sales and marketing and pricing of such products,
|
| • |
competition and stock price volatility in the biotechnology industry,
|
| • |
limited trading volume for our stock, concentration of ownership of our stock, and other risks detailed herein and from time to time in our SEC reports, and
|
| • |
the impact resulting from a pandemic or the reemergence of COVID-19, which delayed our clinical trial and development efforts, as well as the impact that such a pandemic has on the volatility of the capital
market and our ability to access the capital market and,
|
| • |
other risks detailed herein and from time to time in our SEC reports, including our Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2023, and our subsequent SEC filings.
|
The following discussion should be read in conjunction with the accompanying consolidated financial statements and notes thereto of Galectin Therapeutics appearing elsewhere herein.
Overview
We are a clinical stage biopharmaceutical company engaged in drug research and development to create new therapies for fibrotic disease, cancer and selected other diseases. Our drug candidates are
based on our method of targeting galectin proteins, which are key mediators of biologic and pathologic functions. We use naturally occurring, readily-available plant products as starting material in manufacturing processes to create proprietary,
patented complex carbohydrates with specific molecular weights and other pharmaceutical properties. These complex carbohydrate molecules are appropriately formulated into acceptable pharmaceutical formulations. Using these unique
carbohydrate-based candidate compounds that largely bind and inhibit galectin proteins, particularly galectin-3, we are undertaking the focused pursuit of therapies for indications where galectin proteins have a demonstrated role in the
pathogenesis of a given disease. We focus on diseases with serious, life- threatening consequences and those where current treatment options are limited specifically in MASH (metabolic dysfunction-associated steatohepatitis) (formerly known as
non-alcoholic steatohepatitis or NASH) with cirrhosis and certain cancer indications. Our strategy is to establish and implement clinical development programs that add value to our business in the shortest period of time possible and to seek
strategic partners when one of our programs becomes advanced and requires significant additional resources.
Our lead galectin-3 inhibitor is belapectin (GR-MD-02), which has been demonstrated in preclinical models to reverse liver fibrosis and cirrhosis and in clinical studies to decrease portal
hypertension and prevent its complication: the development of esophageal varices. Belapectin has the potential to treat many diseases due to galectin-3’s involvement in multiple key biological pathways such as fibrosis, immune cell function and
immunity, cell differentiation, cell growth, and apoptosis (cell death). The importance of galectin-3 in the fibrotic process is supported by experimental evidence. Animals with the galectin-3 gene “knocked-out” can no longer develop fibrosis in
response to experimental stimuli compared to animals with an intact galectin-3 gene. We are using our galectin-3 inhibitor to treat advanced liver fibrosis and liver cirrhosis in NASH patients. We have completed two Phase 1 clinical studies, a
Phase 2 clinical study in MASH patients with advanced fibrosis (NASH-FX) and a second Phase 2b clinical trial in NASH patients with compensated cirrhosis and portal hypertension (NASH-CX).
In February 2023, we completed randomizations totaling 357 patients in a large, global clinical trial, the NAVIGATE trial. Our study
protocol was filed with the FDA on April 30, 2020, and originally provided for a seamless adaptively-designed Phase 2b/3 clinical study evaluating the safety and efficacy of our galectin-3 inhibitor, belapectin, for the prevention of esophageal
varices in patients with MASH cirrhosis (Further details are available at www.clinicaltrials.gov under study NCT04365868. In September 2020, the Company received a letter from the FDA providing comments, asking questions and providing guidance on
various aspects of the ongoing NAVIGATE trial. These comments were addressed, and the study proceeded accordingly. Based on more recent FDA feedback, the Company decided to analyze the stage 1 portion of the NAVIGATE study as a stand-alone
clinical trial and currently does not expect to conduct the originally planned stage 2 portion of study as was initially designed.
Additionally, a study protocol entitled “A Single-dose, Open-label, Pharmacokinetic Study of Belapectin (GR-MD-02) in Subjects With Normal Hepatic Function and Subjects With Varying Degrees of Hepatic
Impairment” has been filed with the FDA to examine the effects of the drug in subjects with normal hepatic function and subjects with varying degrees of hepatic impairment (study details are listed under study NCT04332432 on www.clinicaltrials.gov);
this study became fully enrolled in February 2022 and favorable results were reported in 2023.
We endeavor to leverage our scientific and product development expertise as well as established relationships with outside sources to achieve cost-effective and efficient drug development. These
outside sources, amongst others, provide us with expertise in preclinical models, pharmaceutical development, toxicology, clinical trial operations, pharmaceutical manufacturing, including physical and chemical drug characterization, and
commercial development. We also have established through our majority-owned joint venture subsidiary, Galectin Sciences LLC, a discovery program developing small molecules that inhibit galectin-3 and may afford alternative drug delivery (e.g.,
oral) and as a result expand the potential uses of galectin-3 inhibitor beyond belapectin. Three chemical series of composition of matter patents have been filed.
We are also pursuing a development pathway to clinical enhancement and commercialization for our lead compounds in immuno-oncology following our previous successful collaboration with Providence
Portland Cancer Center. In 2022, we filed a new IND with FDA for advanced or metastatic head and neck cancer using belapectin in combination with a checkpoint (PD-1) inhibitor and received a Study May Proceed letter. The proposed phase 2 trial
commencement is dependent on timing of financing.
All of our proposed products are presently in development, including pre-clinical and clinical trials.
Our Drug Development Programs
Galectins are a class of proteins that are made by many cells in the body, but predominantly in cells of the immune system. As a group, these proteins are able to bind to sugar molecules that are
attached to other proteins, called glycoproteins that are responsible for various functions within the body, most notably inflammation and fibrosis. Galectins, in particular galectin-3, act as a molecular glue, bringing together molecules that
have sugars on them. Galectin-3, is known to be markedly increased in a number of significant diseases including inflammatory diseases leading to organs scarring (e.g. liver, lung, kidney, and heart) and cancers. The increase in galectin-3, by
creating the so-called galectin-3 fibrosome, promotes the progression of multiple diseases. Published data substantiating the importance of galectin-3 in the fibrotic process arises from gene knockout experiments in animal studies. For instance,
mice genetically altered to eliminate the galectin-3 gene, and thus unable to produce galectin-3, do not develop liver fibrosis in response to toxic insult to the liver.
We have one new proprietary chemical entity (NCE) in development, belapectin, which has shown promise in preclinical and clinical studies for the treatment of liver fibrosis, severe skin disease, and
cancer (melanoma and head and neck squamous cell carcinoma). Currently, we are focusing on development of belapectin for the treatment of NASH cirrhosis and head and neck cancer. Belapectin is a proprietary, patented compound derived from
natural, plant-based, starting materials, which following chemical processing, exhibits the properties of binding to and inhibiting galectin-3.
|
Our product pipeline is shown below:
|
|
|
|
|
|
|
|
|
|
Indication
|
Drug
|
|
Status
|
|
Prevention of esophageal varices
|
|
|
|
|
in
|
|
|
|
|
NASH cirrhosis
|
|
|
|
|
|
|
|
|
|
Phase 1 interaction trial:
NASH-CX trial and
NASH-FX trial
|
belapectin
|
IND submitted January 2013. Results from the Phase 1 interaction trial were reported in 2014, with final results reported in January 2015.
The Phase 2 NASH FX trial was conducted in patients with advanced fibrosis but not cirrhosis. Its principal purpose was to evaluate various
imaging modalities. The NASH FX trial top line data was reported in September 2016 and published in Alimentary Pharmacology and Therapeutics in 2016.
The Phase 2 NASH CX trial was conducted in patients with compensated cirrhosis and portal hypertension. The NASH CX trial top line data was
reported in December 2017 and was published in Gastroenterology in 2020.
|
|
|
NASH NAVIGATE
|
Following FDA feedback, the NAVIGATE trial is an adaptive Phase 2b/3 trial for the prevention of esophageal varices in MASH patients with
compensated cirrhosis and clinical signs of portal hypertension. A stage 1 interim efficacy analysis originally was planned to confirm previous Phase 2 data, select an optimal dose and reaffirm the risk/benefit of belapectin. If
required, the stage 2 end of study analysis will evaluate the development of esophageal varices as the same primary outcome of efficacy and a composite clinical endpoint including progression to varices requiring treatment as a key
secondary outcome of efficacy (www.clinicaltrials.gov NCT04365868). However, following FDA feedback, the Company decided to analyze the stage 1 portion of the NAVIGATE study as a stand-alone clinical trial and the Company currently
does not expect to conduct the originally planned stage 2 portion of study as was initially designed. The final patient was randomized in February 2023 and the top line efficacy and safety results are expected in December 2024.
|
||
|
Phase 1 study: hepatic insufficiency
|
A hepatic impairment study was conducted in subjects with normal hepatic function and subjects with varying degrees of hepatic impairment
(www.clinicaltrials.gov NCT04332432) and began enrolling patients in the second quarter of 2020. The study completed enrollment in February 2022 and favorable results were presented in 2023.
|
||
|
Cancer Immunotherapy
|
|
|
|
|
|
|
|
|
|
Melanoma, Head, Neck Squamous
Cell
Carcinoma (HNSCC)
|
belapectin
|
Investigator IND study was completed. A Phase 1B study began in Q-1 2016. Early data was reported in February 2017 and additional data were
reported in September 2018. Data from an extension trial was reported in July 2021 for additional melanoma and HNSCC patients which provided a rational basis for additional trials which the Company is exploring. In the third quarter of
2022, the Company announced its IND application for belapectin in combination with a checkpoint inhibitor for the treatment of HNSCC was filed and a Study May Proceed letter was received from FDA. The Company is reviewing options for
financing this trial which will determine when such trial could commence.
|
Liver cirrhosis. Belapectin is our lead product candidate for treatment of compensated MASH cirrhosis in patients with portal hypertension. Our preclinical data show that belapectin has a significant therapeutic effect on liver fibrosis as shown in several relevant animal models. In addition, in MASH animal models, belapectin has been shown to reduce
liver fat, inflammation, portal pressure, and ballooning degeneration (death of liver cells). Therefore, we chose belapectin as the lead candidate in a development program targeted initially at fibrotic liver disease associated with MASH. In
January 2013, an Investigational New Drug (“IND”) was submitted to the FDA with the goal of initiating a Phase 1 study in patients with MASH and advanced liver fibrosis to evaluate the safety of belapectin and pharmacodynamics biomarkers of
disease. On March 1, 2013, the FDA indicated we could proceed with a US Phase 1 clinical trial for belapectin with a development program aimed at obtaining support for a proposed indication of belapectin for treatment of MASH with advanced
fibrosis. The Phase 1 trial was completed and demonstrated that belapectin up to 8 mg/kg Lean Body Mass (LBM), i.v. was safe and well tolerated.
Additionally, an open label drug-drug phase 1 interaction study was completed in healthy volunteers during the second quarter of 2015 with belapectin and it showed that with 8 mg/kg LBM dose of
belapectin and 2 mg/kg LBM dose of midazolam there was no drug-drug interaction, and no serious adverse events or drug-related adverse events were observed. The secondary objective was to assess the safety and tolerability of belapectin when
administered concomitantly with midazolam.
Our Phase 2 program in fibrotic disease consisted of two separate human clinical trials. The main clinical trial was the Phase 2b NASH-CX study for one year for patients with MASH with compensated
cirrhosis and portal hypertension, which began enrolling patients in June 2015. This study was a randomized, placebo-controlled, double-blind, parallel-group Phase 2b trial to evaluate the safety and efficacy of belapectin for treatment of liver
fibrosis and resultant portal hypertension in MASH patients with compensated cirrhosis. A smaller, exploratory NASH-FX trial was conducted to explore potential use of various non-invasive imaging techniques in MASH patients with advanced fibrosis
but not cirrhosis.
NASH-FX Trial: The NASH-FX trial was a Phase 2a pilot trial for patients with MASH and advanced fibrosis that explored use of three non-invasive imaging
technologies. It was a short, single site, four-month trial in 30 NASH patients with advanced fibrosis (F3) randomized 1:1 to either 9 bi-weekly doses of 8 mg/kg LBM of belapectin or placebo. The trial did not meet its primary endpoint as
measured using multi-parametric magnetic resonance imaging (LiverMultiScan®, Perspectum Diagnostics). The trial also did not meet secondary endpoints that measure liver stiffness as a surrogate for fibrosis using, magnetic
resonance-elastography and FibroScan® score. With a four-month treatment period and a small number of patients per arm the study was not powered to demonstrate
efficacy results in established advanced liver fibrosis. In the trial however, belapectin was found to be safe and well tolerated with no serious adverse events and showing evidence of a pharmacodynamic effect. These results provided support for
further development in MASH.
NASH-CX Trial: The NASH-CX trial was a larger multi-center clinical trial that explored the use of belapectin for the treatment of patients with
well-compensated MASH cirrhosis and portal hypertension. Enrollment was completed in September 2016, and a total of 162 patients at 36 sites in the United States were randomized to receive either 2 mg/kg LBM of belapectin, 8 mg/kg LBM of
belapectin or placebo. Approximately 50% of patients at baseline had esophageal varices (a complication of portal hypertension). The primary endpoint was a reduction in hepatic venous pressure gradient (HVPG), a hemodynamic measure that estimates
portal hypertension. Patients received an infusion of belapectin or placebo every other week for one year and were evaluated to determine the change in HVPG as compared with placebo. Secondary or exploratory endpoints included evaluation of
fibrosis on liver biopsy, measurement of liver stiffness (FibroScan) and assessment of liver metabolism (13C-methacetin breath test). Top line data readout was
reported in December 2017. The study demonstrated a favorable safety profile and clinically meaningful efficacy results in patients without esophageal varices at baseline as demonstrated by a decrease in portal pressure associated with the
prevention of development of varices when compared to placebo.
In the total patient population, the primary endpoint HVPG showed a trend toward benefit with belapectin treatment, but the difference from placebo was not statistically
significant. The mean change in HVPG of placebo from baseline to week 54 was 0.3 mm Hg. The mean change in HVPG from baseline was -0.37 and -0.42 for the 2 mg/kg LBM dose and 8 mg/kg LBM dose of belapectin, respectively.
In those MASH cirrhosis patients with portal hypertension who have not yet developed esophageal varices at baseline (about 50% of the total population), there was a statistically significant effect of
the 2 mg/kg LBM dose of belapectin on the absolute change in HVPG (-1.08 mm Hg, p<0.01). The effect of the 8 mg/Kg LBM dose of belapectin on absolute or percent change in HVPG from baseline to week 54 was not significant.
Also because of the clinical relevance of this population, a responder analysis was performed on those patients without esophageal varices at baseline. Analysis was performed looking at two groups:
those with an equal to or greater than 2 mm Hg decrease in HVPG from baseline or those with an equal to or greater than 2 mm Hg and a greater than or equal to 20% decrease in HVPG from baseline. In both cases, the change observed in the
belapectin 2 mg/kg LBM group was statistically significant (p<0.01) while that of the 8 mg/kg LBM group was not.
Over the 54-week treatment period, in patients without varices at baseline there were also a statistically significantly fewer new varices that developed in the belapectin treatment groups (0% and 4%
in the 2 mg/kg LBM and the 8 mg/kg LBM, respectively) vs placebo (18%). This meant that the decrease seen in portal pressure was associated with a decreased incidence of esophageal varices. The results were noticeable in the belapectin 2 mg/Kg
LBM group as statistical significance against placebo was achieved for both parameters. As esophageal varices can lead to hemorrhagic complication, which can be fatal, and are a severe complication of liver cirrhosis, we believe the prevention of
esophageal varices may represent a clinically relevant measure of clinical efficacy in patients with NASH cirrhosis.
The major conclusions from the NASH-CX trial results were that: (i) belapectin had a statistically significant and clinically meaningful effect in improving HVPG vs placebo in patients with MASH
cirrhosis who did not have esophageal varices at baseline, (ii) Belapectin in the total patient population was associated with a statistically significant improvement in hepatocyte ballooning (i.e. cell death), (iii) There was a statistically
significant reduction (p=0.02) in the development of new esophageal varices in drug-treated patients compared to placebo. We believe that the prevention of esophageal varices is a clinically relevant endpoint related to patient outcomes, (iv)
While there was a drug effect in both the 2 mg/kg LBM and 8 mg/kg LBM groups on the development of varices and liver biopsy there was a consistently greater and statistically significant effect of the 2 mg/kg LBM dose of belapectin, (v)
belapectin appears to be safe and well tolerated in this one year clinical trial, a feature that is of prime importance for a cirrhotic population and (vi) This is the first large, randomized clinical trial to demonstrate a clinically meaningful
improvement in portal hypertension in patients with compensated MASH cirrhosis who have not yet developed esophageal varices.
Further information and details on the NASH-CX results is available in public presentations posted to our website and filed with the SEC and in a peer reviewed publication in Gastroenterology 2020;158:1334–1345.
NASH NAVIGATE Trial: Building on the experience of the NASH-CX trial, the NAVIGATE Trial is a seamless adaptively-designed Phase 2b/3 clinical study
evaluating the safety and efficacy of our galectin-3 inhibitor, belapectin, for the prevention of esophageal varices in patient with MASH cirrhosis. The major features of this innovative Phase 2b/3 study design are: i) In patients with NASH
cirrhosis and clinical signs of portal hypertension but without esophageal varices at baseline, evaluated by an esophago-gastro-duodeno endoscopy, this trial will assess the effect of belapectin on the incidence of new varices (the primary
endpoint) – as well as assessing the effect of belapectin on the incidence of additional clinically significant cirrhosis-related outcomes (a key secondary efficacy endpoint), (ii) The study targets MASH patients with a clearly identified unmet
medical need: patients with compensated cirrhosis who have clinical signs of portal hypertension and, thus, are at risk of developing esophageal varices, a potentially life-threatening complication of cirrhosis (bleeding varices are a cause of
death in about one-third of cirrhotic patients). There is currently no approved treatment for preventing varices in these patients. In addition, the development of esophageal varices reflects the progression of hepatic cirrhosis and thus portends
the development of other cirrhosis complications such as ascites, hepatic encephalopathy, and liver failure, and (iii) During the first 18 months, two belapectin dose levels (2 mg/kg LBM and 4 mg/kg LBM) will be compared to placebo (phase 2b).
Then, at the interim analysis (IA), assuming the study continues to the next stage, the best belapectin dose will be selected, based on efficacy and safety, for continued evaluation (Phase 3). The belapectin doses selected for the phase 2b/3 were
based on the analysis of the NASH-CX trial. Prior belapectin clinical studies have also indicated the good tolerance and safety profile of belapectin with doses of up to 8 mg/kg LBM for up to 52 weeks, an important feature to inform the future
risk benefit analysis in patients with MASH cirrhosis.
Originally, an interim analysis (IA) of efficacy and safety data will be conducted after all planned subjects in stage 1 Phase 2b
component have completed at least 78 weeks (18 months) of treatment and a second esophago-gastro-duodeno endoscopic assessment has been performed. The purpose of the IA is to allow potential seamless adaptive modifications of the phase 3 stage of
the study, including: (1) the selection of the optimal dose of belapectin for Phase 3, (2) the re-estimation of the study sample size, (3) the modification of the randomization ratio in favor of the active treatment, (4) and/or termination of the
study for overwhelming efficacy or for futility.
However, following FDA feedback, the Company decided to analyze the stage 1 portion of the NAVIGATE study as a stand-alone clinical
trial and the Company currently does not expect to conduct the originally planned stage 2 portion of study as it was initially designed. The topline efficacy and safety results are expected late in December 2024.
The trial design also included a blinded sample size re-estimation (“SSR”) during the Phase 2b, prior to the IA, to allow for
potential sample size readjustment. The SSR was conducted when 50% of the patients completed 18 months of therapy. The study design also minimizes invasive testing requirements, such as the measurement of HVPG or repeated liver biopsies, which we
believe are particularly risky in patients with portal hypertension and facilitated enrollment of patients and should facilitate their retention. It also originally provided for a seamless transition of patients from the Phase 2b stage into the
phase 3 stage, including the potential addition of new patients. The trial design introduces the notion of esophageal varices prevention as a primary pivotal outcome previously discussed with FDA.
We believe that these adaptations taken together are innovative and optimize conduct of the NAVIGATE trial with a clinically relevant primary outcome giving belapectin the best opportunity to show a
positive therapeutic effect to address an unmet medical need. As a testimony of this innovation, the NAVIGATE trial design was presented to the hepatology community and featured during the meeting of the American Association for the Study of
Liver Diseases, in November 2021. If the IA results of the NAVIGATE trial are compelling, there could be the potential for accelerated FDA approval pathway and/or partnership opportunity with a pharmaceutical company.
In this trial, as proposed in the protocol, secondary endpoints include a composite clinical outcomes endpoint, including varices requiring treatment (development of large varices or varices with a
red wale), decompensating events, all-cause mortality, MELD score increase, liver transplant. Also, MASH non-invasive biomarkers will be evaluated. To target a population at risk of developing esophageal varices, patient selection was based on
clinical signs of portal hypertension, including, but not limited to, a low platelet count, an increased spleen size, an increased liver stiffness, and/or evidence of abdominal collaterals circulation.
The focus and goal of the therapeutic program is to stop the progression of and/or reverse portal hypertension and thereby prevent the development of varices, potentially one of
the most life-threatening complications of cirrhosis. Based on the results of the NASH-CX trial and subject to confirmation in later stage clinical trials, we believe that this goal is achievable in a significant portion of the MASH cirrhosis
patient population i.e. those MASH cirrhosis patients with clinical signs of portal hypertension for whom, currently, apart from a liver transplantation, no specific liver targeted, treatments are available.
We activated more than 150 clinical trial sites in 14 countries for the NAVIGATE trial.
The COVID-19 pandemic delayed our regulatory and ethics approvals, recruitment of sites, and enrollment of patients for our NAVIGATE trial. For several reasons, the pandemic made enrolling patients
for the NAVIGATE trial more challenging, notably because patients eligible for the NAVIGATE trial have liver cirrhosis and, as such, were at a greater health risk of complications from COVID-19 and needed to be vaccinated before taking the risk
of infection associated with a visit to a healthcare facility. As we emerged from the COVID-19 pandemic, site recruitment and patient enrollment accelerated and we experienced increases in the speed of enrollment, particularly in the United
States. However, we did not see the enrollment in Europe that we anticipated. Consequently, we activated multiple sites in Latin America. A resurgence of the COVID pandemic could again delay the regulatory, ethical and clinical milestones that we
need to meet to conduct our NAVIGATE trial. The last patient from the phase 2b stage was randomized in February 2023, and consequently we expect topline results from the IA late in the fourth quarter of 2024.
Further details on the NAVIGATE trial can be found on www.clinicaltrials.gov under study NCT04365868 and on our NAVIGATE website (navigatenash.com).
The Company also has completed a Hepatic Impairment Study, which ran in parallel with the phase 2b/3 trial as part of the development program. The Hepatic Impairment Study was conducted
at three sites and involved approximately 40 patients (divided amongst normal healthy volunteers, and patients with hepatic impairment categorized as Child-Turcotte-Pugh (CTP) classes A (mild), B (moderate), and C (severe). Each subject
received a single infusion of belapectin (4 mg/kg LBM) and their serum belapectin levels were monitored for up to approximately two weeks to define the effects of various stages of cirrhosis on serum belapectin levels. The tolerance and safety
of belapectin was evaluated. Enrollment in this study was completed in February 2022, and the final results were presented at The Liver Meeting™ 2023, hosted by the American Association for the Study of
Liver Diseases. The data indicated that belapectin exposure did not increase with the degree of hepatic insufficiency, a property that is consistent with the observed
distribution of the drug into activated macrophages. Further details on this hepatic impairment study can be found on www.clinicaltrials.gov study NCT04332432.
Cancer Immunotherapy. We believe there is potential for galectin inhibition to play a key role in the innovative area of cancer immunotherapy. For example, there have been several recent approvals of drugs that enhance a patient’s immune system to fight cancer. It is our goal to use ourgalectin-3 inhibitor to further enhance the immune system function
to help the body to fight cancer in a way that complements other approaches to this type of therapy. This hypothesis is supported by the fact that galectin-3 is expressed at high levels in multiple types of tumors and their micro-environment,
where it fosters the malignant nature of the tumors, and protects the tumors from immune attack by the patient’s own defense mechanism. Our drug candidates provide a promising new therapeutic approach to enhance the activity of the immune system
against cancer cells. Preclinical studies have indicated that belapectin enhances the immune response to cancer cells, increased tumor shrinkage and enhanced survival in immune competent mice with prostate, breast, melanoma and sarcoma cancers
when combined with one of the immune checkpoint inhibitors, anti-CTLA-4 or anti-PD-1, or with the immune cell activator anti-OX40. These preclinical data led to the filing of two Investigator-sponsored INDs and the initiation of Phase 1B studies
of belapectin in combination with Yervoy® (ipilimumab) in metastatic melanoma and another phase 1B study in combination with KEYTRUDA (pembrolizumab) in patients
with metastatic melanoma and head and neck squamous cell carcinoma. These studies were conducted under the sponsorship of Providence Portland Medical Center’s Earle A. Chiles Research Institute (EACRI).
The phase IB study in combination with Yervoy was rapidly discontinued after the first patients were recruited because of the availability of new treatment in the selected population.
Promising results were reported in the Phase 1b trial combining belapectin with pembrolizumab (KEYTRUDA®). When
aggregated cohorts are combined, in advanced melanoma, a 50% objective response rate with belapectin in combination with KEYTRUDA, was documented. In addition, a 33% response rate was documented in patients with head and neck cancer. The results
have been published in 2021 in a highly rated peer reviewed journal (Curti et al. Journal of Immunotherapy of cancer 2021;9:e002371). There was also a suggestion that the combination of belapectin with pembrolizumab could decrease the auto-immune
side-effect induced by pembrolizumab. These side-effects, which are directly linked to the mechanism of action of pembrolizumab, can be poorly tolerated and even severe enough to lead to treatment interruption, even if the effect on the cancer
was encouraging. This is, a very frustrating situation for patients who have to discontinue an active treatment but have no other options available to them. We believe these data, taken together with the observed favorable safety and tolerability
of the combination, provide a rationale to move the belapectin program in oncology forward.
Late in 2021, we engaged three noted physicians – Dr. Chetan Bettegowda, from Johns Hopkins, and Dr. Nishant Agrawal and Dr. Ari Rosenberg, both from University of Chicago Medical Center – as
consultants to help define the path forward in oncology. In consultation with our oncology experts, we have now selected the treatment of recurrent or metastatic head and neck cancer as the lead indication to pursue for belapectin in combination
with an immune checkpoint inhibitor. The decision is notably based on the lack of available treatments for these patients, the limited number of therapies in development, and the resulting very high medical need. We filed an IND with FDA and are
planning a phase 2 trial to be filed with the FDA oncology division.
Results of Operations
Three and Nine Months Ended September 30, 2024 Compared to Three and Nine Months Ended September 30, 2023
Research and Development Expense.
|
Three Months Ended
|
Nine Months Ended |
2024 as Compared to 2023
|
||||||||||||||||||||||||||||||
|
September 30,
|
September 30,
|
Three Months |
Nine Months |
|||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | $ Change | % Change | $ Change | % Change | |||||||||||||||||||||||||
|
(In thousands, except %)
|
||||||||||||||||||||||||||||||||
|
Research and development
|
$
|
7,595
|
$
|
7,732
|
$ | 25,462 |
$
|
23,902
|
$
|
(237
|
)
|
(2 | )% |
$
|
1,560
|
7 |
%
|
|||||||||||||||
We generally categorize research and development expenses as either direct external expenses, comprised of amounts paid to third party vendors for services, or all other research and development
expenses, comprised of employee payroll and general overhead allocable to research and development. We consider a clinical program to have begun upon acceptance by the FDA, or similar agency outside of the United States, to commence a clinical
trial in humans, at which time we begin tracking expenditures by the product candidate. Clinical program expenses comprise payments to vendors related to preparation for, and conduct of, all phases of the clinical trial, including costs for drug
manufacture, patient dosing and monitoring, data collection and management, oversight of the trials and reports of results. Pre-clinical expenses comprise all research and development amounts incurred before human trials begin, including payments
to vendors for services related to product experiments and discovery, toxicology, pharmacology, metabolism, and efficacy studies, as well as manufacturing process development for a drug candidate.
Our research and development expenses were as follows:
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
|
September 30,
|
September 30,
|
|||||||||||||||
|
2024
|
2023
|
2024
|
2023
|
|||||||||||||
|
Direct external expenses:
|
(in thousands)
|
|||||||||||||||
|
Clinical programs
|
$
|
5,937
|
$
|
5,353
|
$
|
19,666
|
$
|
17,667
|
||||||||
|
Pre-clinical activities
|
204
|
900
|
947
|
2,449
|
||||||||||||
|
All other research and development expenses
|
1,454
|
1,479
|
4,849
|
3,786
|
||||||||||||
|
|
$
|
7,595
|
$
|
7,732
|
$
|
25,462
|
$
|
23,902
|
||||||||
Clinical activities increased primarily due to timing of incurrence of expenditures related to our NAVIGATE clinical trial. Pre-clinical activities decreased primarily due to the timing of certain
projects and activities in support of clinical programs. Other research and development expenses increased primarily due to additional employees hired after the first and second quarters of 2023.
Both the time required and costs we may incur in order to commercialize a drug candidate that would result in material net cash inflow are subject to numerous variables, and therefore we are unable at
this stage of our development to forecast useful estimates. Variables that make estimates difficult include the number of clinical trials we may undertake, the number of patients needed to participate in the clinical trial, patient recruitment
uncertainties, trial results as to the safety and efficacy of our product, and uncertainties as to the regulatory agency response to our trial data prior to receipt of marketing approval. Moreover, the FDA or other regulatory agencies may suspend
clinical trials if we or an agency believes patients in the trial are subject to unacceptable risks or find deficiencies in the conduct of the clinical trial. Delays or rejections may also occur if governmental regulation or policy changes during
our clinical trials or in the course of review of our clinical data. Due to these uncertainties, accurate and meaningful estimates of the ultimate cost to bring a product to market, the timing of costs and completion of our program and the period
during which material net cash inflows will commence are unavailable at this time.
General and Administrative Expense.
| Three Months Ended | Nine Months Ended | 2024 as Compared to 2023 |
||||||||||||||||||||||||||||||
|
September 30,
|
September 30
|
Three Months |
Nine Months |
|||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | $ Change | % Change | $ Change | % Change | |||||||||||||||||||||||||
|
(In thousands, except %)
|
||||||||||||||||||||||||||||||||
|
General and administrative
|
$
|
1,471
|
$
|
1,433
|
$
|
4,543
|
$
|
4,609
|
$
|
38
|
3 |
%
|
$
|
(66
|
)
|
(1
|
)%
|
|||||||||||||||
General and administrative expenses consist primarily of salaries including stock-based compensation, legal and accounting fees, insurance, investor relations, business development and other office
related expenses. The primary reason for the increase in general and administrative expenses for the three-months ended September 30, 2024 as compared to the same period in 2023 is due to a decrease in investor relations/business development.
The primary reasons for the decrease in general and administrative expenses for the nine-months ended September 30, 2024 as compared to the same period in 2023 is due to a decrease in legal expense and investor relations/business development
expense.
Liquidity and Capital Resources
Since our inception on July 10, 2000, we have financed our operations from proceeds of public and private offerings of debt and
equity. As of September 30, 2024, we raised a net total of $314.5 million from these offerings. At September 30, 2024, the Company had $27.1 million of unrestricted cash and cash equivalents. In addition, on November 14, 2024, the Company
entered into a second supplemental unsecured $6 million line of credit financing with its chairman, Richard E. Uihlein (see note 9). The Company believes there is sufficient cash to fund currently planned operations approximately through May,
2025. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of 12 months from the issuance date of this Form 10-Q. The ability of the Company to continue as a going concern is likely
dependent on the top line results of the Company’s NAVIGATE clinical trial expected in December 2024 and its ability to raise capital; however, the Company’s cash position may not be sufficient to support its daily operations after May 2025. We
will require more cash to fund our operations after May, 2025 and believe we will be able to obtain additional financing. The currently planned operations include costs related to our NAVIGATE clinical trial. However, there can be no assurance that we will be successful in obtaining such new financing or, if available, that such financing will be on terms favorable to us.
Net cash used in operations increased by $713,000 to $28,976,000 for the nine months ended September 30, 2024, as compared to $28,263,000 for the nine months ended September 30,
2023. Cash operating expenses increased principally due to timing of payment of expenses related to our NAVIGATE clinical trial with belapectin.
Off-Balance Sheet Arrangements
We have not created, and are not a party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating parts of our business that are not
consolidated into our financial statements. We do not have any arrangements or relationships with entities that are not consolidated into our financial statements that are reasonably likely to materially affect our liquidity or the availability
of capital resources.
Application of Critical Accounting Policies and Estimates
The preparation of condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, expenses, and related disclosure of
contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to accrued expenses, stock-based compensation, contingencies and litigation. We base our estimates on historical experience, terms of
existing contracts, our observance of trends in the industry, information available from other outside sources and on various other factors that we believe to be appropriate under the circumstances. Actual results may differ from these estimates
under different assumptions or conditions.
Critical accounting policies are those policies that affect our more significant judgments and estimates used in preparation of our consolidated financial statements. We believe our critical
accounting policies include our policies regarding stock-based compensation, accrued expenses and income taxes. For a more detailed discussion of our critical accounting policies, please refer to our 2023 Annual Report on Form 10-K.
| Item 3. |
Quantitative and Qualitative Disclosures about Market Risk
|
Market risk represents the risk of loss that may impact our financial position, operating results or cash flows due to changes in the U.S. interest rates. The primary objective of our investment
activities is to preserve cash until it is required to fund operations. To minimize risk, we maintain our portfolio of cash and cash equivalents in operating bank accounts and money market funds. Since our investments are short-term in duration,
we believe that we are not subject to any material market risk exposure.
| Item 4. |
Controls and Procedures
|
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of
our disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934) and concluded that, as of September 30, 2024, our disclosure controls and procedures were effective.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all
fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there
are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and
instances of fraud, if any, within the Company have been detected.
Changes in Internal Control Over Financial Reporting
During the quarter ended September 30, 2024, no change in our internal control over financial reporting has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.
PART II — OTHER INFORMATION
| Item 1. |
Legal Proceedings
|
None.
| Item 1A. |
Risk Factors
|
The information set forth in this report should be read in conjunction with the risk factors set forth in Item 1A, “Risk Factors,” of Part I of our Annual Report on Form 10-K for the year ended
December 31, 2023, which could materially impact our business, financial condition or future results.
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds
|
On September 30, 2024, the Company executed a $10 million Promissory Note under the Supplemental Line of Credit. The interest rate on this draw is 6.13% (Applicable Federal Rate for short term loans
on date of draw of 5.01% plus 2%). The effective interest rate is approximately 6.4%. The principal and accrued interest is convertible at the option of the Lender at $3.00 per share. In accordance with the Credit Agreement, the Company issued
the Lender a Warrant to purchase up to 200,000 shares of Company’s Common Stock at an exercise price of $4.13 per share, which Warrant is exercisable upon issuance.
The fair value of the 200,000 warrants vested at closing on September 30, 2024, was $307,780 at the date of issuance based on the following assumptions: an expected life of 4.83 years, volatility of
78%, risk free interest rate of 3.58% and zero dividends. The proceeds were allocated between the Promissory Note and the warrants issued, and the amount allocated to the warrants was recorded as a debt discount netted against principal
amortized on a straight-line basis, which is not materially different than the effective interest method, from October 1, 2024 through January 31, 2026.
| Item 3. |
Defaults Upon Senior Securities
|
None
| Item 4. |
Mine Safety Disclosures
|
Not Applicable
| Item 5. |
Other Information
|
Supplemental Line of Credit
On November 14, 2024, the Company and Richard E. Uihlein (the “Lender”) entered into a Supplemental Line of Credit Letter Agreement
(the “November 2024 Supplemental Credit Agreement”), pursuant to which the Lender shall provide the Company a line of credit of up to $6.0 million (the “November 2024 Supplemental Line of Credit”) to finance the Company’s working capital needs.
The Company may draw upon the Supplemental Line of Credit through March 31, 2025. The November 2024 Supplemental Line of Credit is in addition to $60.0 million the line of credit made available by the Lender in July 2022 and the $10.0 million
supplemental line of credit made available by the Lender in March 2024.
Each advance made pursuant to the November 2024 Supplemental Credit Agreement shall be evidenced by an unsecured, convertible
promissory note (individually, a “Promissory Note,” and collectively, the “Promissory Notes”), and bear interest at the Applicable Federal Rate for short term loans, plus two (2%) percent. Principal and interest on the Promissory Notes are due
on or before March 31, 2026.
Only with the consent of the Lender, may the Promissory Notes be prepaid, in whole or in part, at any time without premium or
penalty, but with interest on the amount or amounts prepaid. At the election of Lender, the principal and accrued interest on Promissory Note(s) may be converted into the number of shares of the Company’s Common Stock equal to the amount of
principal and accrued interest on such Promissory Note divided by the price equal to the closing price of the Common Stock on the date of such Promissory Note, but in no event less than $3.00 per share.
In connection with the November 2024 Supplemental Credit Agreement, the Company agreed to issue the Lender warrants to purchase up
to an aggregate of 120,000 shares of the Company’s common stock, par value $0.001 per share (collectively, the “Warrants”). The Company shall issue to the Lender Warrants ratably, upon borrowings under the November 2024 Supplemental Line of
Credit, with exercise prices equal to 150% of the closing price of the Company’s common Stock on the date of the Promissory Note evidencing such draw, but in no event more than $10.00 per share nor less than $3.00 per share. The Warrants expire
on July 31, 2029.
The securities referred to in this Item 9B are being issued by the Company to the Lender in reliance upon the exemption from the
registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company relied, in part, upon representations from the Lender that the Lender is an
accredited investor as defined in Regulation D under the Securities Act.
Securities Trading Plans of Directors and Executive Officers
During the fiscal quarter ended September 30 2024, Joel Lewis , Jack Callicutt , and Khurram Jamil , the
Company’s CEO , CFO and
CMO , respectively, each adopted no
On July 25, 2024 , Joel Lewis adopted a Rule 10b5-1 trading plan with a trading plan
effective date of December 1, 2024, that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 185,250
shares of the Company’s common stock until . This trading plan was entered into during an open insider trading window
and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and the Company’s policies regarding transactions in Company securities.
On July 18, 2024 , Jack Callicutt adopted a Rule 10b5-1 trading plan with a trading plan
effective date of December 1, 2024, that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 627,456
shares of the Company’s common stock until . This trading plan was entered into during an open insider trading window
and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and the Company’s policies regarding transactions in Company securities.
On August 20, 2024 , Khurram Jamil adopted a Rule 10b5-1 trading plan with a trading plan
effective date of December 1, 2024, that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to an
of shares needed to cover taxes with respect to the vesting of an RSU grant of 30,000 shares, plus up to 60% of such remaining shares, plus the sale of up to another 25,000 shares pursuant to exercise of stock options. Sales under the plan may
occur until . This trading plan was entered into during an open insider trading window and is intended to satisfy the
affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and the Company’s policies regarding transactions in Company securities.
| Item 6. |
Exhibits
|
|
Exhibit
Number
|
Description of Document
|
Note
Reference
|
||
| 10.1* |
Supplemental Line of Credit Agreement, dated as of November 14, 2024, by and between Richard E. Uihlein and the Company.
|
|||
| 31.1* |
Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
|
|||
|
Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
|
||||
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||||
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||||
|
101.INS
|
Inline XBRL Instance Document** (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
|
|
Exhibit
Number
|
Description of Document
|
Note
Reference
|
||
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document**
|
|||
|
101.CAL
|
Inline XBRL Taxonomy Calculation Linkbase Document**
|
|||
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document**
|
|||
|
101.LAB
|
Inline XBRL Taxonomy Label Linkbase Document**
|
|||
|
101.PRE
|
Inline XBRL Taxonomy Presentation Linkbase Document**
|
|||
|
104*
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document and included in Exhibit 101)
|
| * |
Filed herewith.
|
| ** |
Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
|
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, thereunto duly authorized, on November
14, 2024.
|
GALECTIN THERAPEUTICS INC.
|
||
|
By:
|
/s/ Joel Lewis
|
|
|
Name:
|
Joel Lewis
|
|
|
Title:
|
Chief Executive Officer and President
|
|
|
(principal executive officer)
|
||
|
By:
|
/s/ Jack W. Callicutt
|
|
|
Name:
|
Jack W. Callicutt
|
|
|
Title:
|
Chief Financial Officer
|
|
|
(principal financial and accounting officer)
|
||
29
Exhibit 10.1
NOVEMBER 2024 SUPPLEMENTAL LINE OF CREDIT LETTER AGREEMENT
November 14, 2024
GALECTIN THERAPEUTICS, INC.
4960 Peachtree Industrial Blvd., Suite 240
Norcross, Georgia 30071
Directors and Officers of Galectin Therapeutics, Inc.:
This letter agreement supplements that certain Line of Credit
Agreement, dated as of July 25 2022, the (“Line of Credit Agreement”) and that certain Supplemental Line of Credit Letter Agreement, dated as of March 29, 2024, (the
“Supplemental Line of Credit Agreement”) between Galectin Therapeutics, Inc., a Nevada corporation (the “Company”) and Richard E. Uihlein, an individual resident of the
State of Illinois. This letter agreement (the “November 2024 Supplemental Line of Credit Agreement”)
confirms Uihlein’s commitment to provide the Company with a line of credit of $6,000,000 (the “November 2024 Supplemental Line of Credit”), which is in addition to the $60,000,000 that was established under the Line of Credit Agreement and the $10,000,000 that was established under the Supplemental Line of Credit Agreement. The November
2024 Supplemental Line of Credit, subject to the restrictions outlined below, is available to finance the Company’s working capital needs in the amount of $6,000,000.
Each advance made pursuant to the November 2024 Supplemental Line of Credit by Uihlein shall be evidenced by an unsecured Promissory Note
substantially in the form of Exhibit A attached hereto (each, a “Promissory Note”), executed by
a duly authorized officer of the Company, which shall represent the Company’s obligation to pay the principal amount of such advance with interest thereon. Uihlein shall make requested advances promptly after a draw is submitted by the Company. The
November 2024 Supplemental Line of Credit may be drawn upon through March 31, 2025, through draws no more frequently than monthly. As set forth therein, the Promissory Notes shall bear interest (based upon the principal amount outstanding from time
to time) payable on or before March 31, 2026, at the Applicable Federal Rate for short term loans published by the Internal Revenue Service as may be in effect at the time of such applicable advance, which interest rate on the date hereof is [ ]%,
plus two (2%) percent. Interest on the Promissory Notes will compound monthly and accrue. The Promissory Notes may not be prepaid without the consent of Uihlein.
The Company may only draw on the November 2024 Supplemental Line of Credit after the Company has drawn on the maximum amount available for borrowing
under the Line of Credit Agreement and the Supplemental Line of Credit Agreement. The date and amount of any borrowing pursuant to the November 2024 Supplemental Line of Credit and each payment of principal in respect thereof shall be (i) reflected
by the Company on Schedule 1 attached hereto, which Schedule 1 shall be amended by the Company
from time to time, without any further action by Uihlein, to reflect each new advance pursuant to the November 2024 Supplemental Line of Credit.
At the election of Uihlein, the principal and accrued interest on a Promissory Note may be converted into the number of shares of the Company’s common
stock (the “Common Stock”) equal to the amount of principal and accrued interest on such Promissory Note divided by the price equal to the closing price of the Common Stock
on the date of such Promissory Note, but in no event less than $3.00 per share.
In consideration for making draws under the November 2024 Supplemental Line of Credit, the Company shall issue warrants to Uihlein, exercisable to
purchase an aggregate of 120,000 shares of Common Stock (collectively, the “Warrants”) in substantially the form attached hereto as Exhibit B. The Company shall issue Uihlein Warrants that are exercisable to purchase the Common Shares, ratably, at the time of the draws, with exercise prices equal to 150% of the closing price of
the Common Stock on the date of the Promissory Note evidencing such draw, but in no event more than $10.00 per share nor less than $3.00 per share. For example, if $1,000,000 has been advanced on the November 2024 Supplemental Line of Credit in the
aggregate, then the Company will issue Uihlein a Warrant exercisable to purchase 20,000 shares of Common Stock. The Warrants expire on July 31, 2029.
Any shares of Common Stock issued to Uihlein upon conversion of a Promissory Note shall be accompanied by registration rights whereby the Company
shall agree to register the shares of Common Stock with the Securities and Exchange Commission (the “SEC”) within 180 days of the conversion of a Promissory Note.
In the event that the Company on or after November 14, 2024 raises additional capital from at-the-market sales, other financings, exercise of warrants
or options, from license or similar fees received from pharmaceutical or other companies or from strategic or financial partnerships or ventures (collectively, “Other Funding”)
then Uihlein may, at his election, within 30 days of an Other Funding, reduce the size of the November 2024 Supplemental Line of Credit on a dollar for dollar basis determined by the amount of the Other Funding actually received, but in no event may
Uihlein elect to reduce the size of the November 2024 Supplemental Line of Credit below the amount that is then drawn under this November 2024 Supplemental Line of Credit Agreement and provided further that Uihlein shall not reduce the size of the
November 2024 Supplemental Line of Credit on account of Other Funding to the extent such Other Funding has resulted in reductions under the Line of Credit Agreement. Furthermore, the Company agrees that (i) in the event the Company closes on one or
more Other Fundings through a debt financing, where terms of such debt financing is more favorable to lender than those of this November 2024 Supplemental Line of Credit Agreement, then Uihlein shall have the right to amend this November 2024
Supplemental Line of Credit Agreement so that the terms herein are at least as favorable as such debt financing or (ii) in the event of the Company closes on one or more Other Fundings through an equity financing, then Uihlein shall have the right to
participate in such equity financing for up to $6,000,000, and the dollar amount by which Uihlein shall participate in such equity financing shall reduce Uihlein’s commitment under the November 2024 Supplemental Line of Credit.
The Company agrees that so long as any Promissory Note is outstanding the Company will not grant a security interest in the material assets of the
Company to any person or entity.
No other document shall evidence the indebtedness of Uihlein which may be created pursuant to the terms of this November 2024 Supplemental Line of
Credit Agreement, other than the Promissory Note.
[signatures on the following page]
2
This November 2024 Supplement Line of Credit Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of
Georgia.
|
Very truly yours,
|
|
|
/s/ Richard E. Uihlein
|
|
|
Richard E. Uihlein
|
Agreed and accepted as of
November 14, 2024
GALECTIN THERAPEUTICS, INC.
|
By:
|
|
/s/ Joel Lewis
|
|
|
Name: Joel Lewis
|
|||
|
Title: Chief Executive Officer
|
|||
3
SCHEDULE 1
SCHEDULE OF ADVANCES
|
Date
|
Lender
|
Amount
of
Advance
|
Unpaid
Aggregate
Principal
Balance
|
Notation
Made By
|
||||
EXHIBIT A
FORM OF CONVERTIBLE PROMISSORY NOTE
CONVERTIBLE PROMISSORY NOTE
|
$
|
Atlanta, Georgia
|
|
|
Dated as of ___, 2024
|
FOR VALUE RECEIVED, the undersigned, GALECTIN THERAPEUTICS, INC., a Nevada corporation (the “Company”), hereby unconditionally promises to pay to the order of Richard E. Uihlein, an individual resident of the State of Illinois (“Lender”),
whose office address is 12575 Uline Drive, Pleasant Prairie, WI 53158, on [March 31, 2026], in lawful money of the United States of America and in immediately available funds, the principal amount of (a) _____________________ DOLLARS
($_______________). The Company further agrees to pay interest in like money at an annual rate of ______% [the Applicable Federal Rate for short term loans as may be in effect on the date of the Promissory Note as published by the Internal Revenue
Service plus two (2%) percent] on the unpaid principal amount hereof from time to time outstanding, which shall compound monthly and accrue commencing on the date hereof and continuing until paid in full on March 31, 2026 or sooner prepaid.
This Promissory Note is made pursuant to that certain November 2024 Supplemental Line of Credit Letter Agreement, dated as of March ___, 2024, by and
between Lender and the Company, and the Company and the Lender are entitled to the benefits and obligations thereof. Only with the consent of Lender, this Promissory Notes may be prepaid, in whole or in part, at any time without premium or penalty,
but with interest on the amount prepaid..
At the election of Lender, the principal and accrued interest on this Promissory Note may be converted into the number of shares of the Company’s
common stock (the “Common Stock”) equal to the amount of principal and accrued interest on this Promissory Note divided by the price equal to the closing price of the Common
Stock on the date of this Promissory Note.
The Company, for itself and all other persons who now are or who may become liable for the payment of all or any part of the obligations evidenced by
this Promissory Note, jointly, severally and irrevocably, hereby waives presentment for payment, demand, protest, notice of protest, notice of dishonor and any and all other notices and demands whatsoever. The Company shall pay all costs and
expenses of collection, including, without limitation, reasonable attorneys’ fees except to the extent limited or prohibited by law.
No act, omission, or other failure on the part of Lender or any holder of this Note to exercise any right, remedy or recourse hereunder with respect
to the Company, whether before or after the occurrence of a default, shall constitute waiver or release of any such right, remedy, recourse, default by such holder or on behalf of any other holder; such waiver or release to be effected only through a
written document executed by Lender or such holder and then only to the extent specifically recited therein. A waiver or release with reference to any one event shall not be construed as continuing, as a bar to, or as a waiver or release of, any
subsequent right, remedy or recourse as to a subsequent event.
This Promissory Note shall be governed by, construed and interpreted in accordance with the laws of the State of Georgia.
|
GALECTIN THERAPEUTICS, INC.
|
|||
|
By:
|
/s/ Joel Lewis
|
||
|
Name:
|
Joel Lewis
|
|
|
Title:
|
Chief Executive Officer
|
2
EXHIBIT B
FORM OF COMMON STOCK PURCHASE WARRANT
NEITHER THIS WARRANT CERTIFICATE NOR THE WARRANTS REPRESENTED HEREBY NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF SUCH WARRANTS, NOR ANY INTEREST IN OR
RIGHTS UNDER SAME, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE, AND NEITHER THIS WARRANT CERTIFICATE NOR THE WARRANTS REPRESENTED HEREBY NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF SUCH WARRANTS,
NOR ANY INTEREST IN OR RIGHTS UNDER SAME, MAY BE SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
Warrant No. 2024-1
GALECTIN THERAPEUTICS, INC.
COMMON STOCK PURCHASE WARRANT
Galectin Therapeutics, Inc., a Nevada corporation (the “Company”), for value received and subject to the terms set forth below hereby grants to Richard
E. Uihlein, or its registered successors and assigns (the “Holder”), the right to purchase from the Company at any time or from time to time until the date and time permitted under Section 2.1 below, ___________ (__________) fully paid and
non-assessable shares of the Common Stock, at the purchase price of $_____ per share (the “Exercise Price”). This Warrant is issued pursuant to that certain November 2024 Supplemental Line of Credit Letter Agreement, dated as of March 20, 2024, by
and between the Company and the Holder (the “Supplemental Line of Credit Letter Agreement”). The Exercise Price and the number and character of such shares of Common Stock purchasable pursuant to the rights granted under this Warrant are subject to
adjustment as provided herein.
1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the November 2024 Supplemental Line of Credit Letter Agreement.
As used herein the following terms, unless the context otherwise requires, have the following respective meanings:
“Common Stock” means the Company’s common
stock and stock of any other class of securities into which such securities may hereafter have been reclassified or changed into, including any stock (other than Common Stock) and other securities of the Company or any other Person (corporate or
other) which the Holder of this Warrant at any time shall be entitled to receive, or shall have received, upon the exercise of this Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued
in exchange for or in replacement of Common Stock pursuant to Section 3.2 hereof or otherwise.
“Common Stock Equivalents” means any
securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time
convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
“Issue Date” means __________.
3
“Market Value” means, for any date, the
price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market (other than the OTC Bulletin Board), the daily volume weighted average price of the Common Stock for such date
(or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. Eastern Time to 4:00 p.m. Eastern Time); (b) if the Common Stock
is then listed or quoted on the OTC Bulletin Board, the average of the high and low price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board; or (c) if the Common Stock is not then listed or quoted on a
Trading Market and if prices for the Common Stock are then reported in the “Pink Sheets” published by the Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of
the Common Stock so reported.
“This Warrant” means, collectively, this
Warrant and all other stock purchase warrants issued in exchange therefor or replacement thereof.
“Trading Day” means a day on which the
common Stock is traded on a Trading Market.
“Trading Market” means any of the following
markets or exchanges on which the common Stock is listed or quoted for trading on the date in question: the Nasdaq Stock Market, the New York Stock Exchange, the OTC Bulletin Board or the “Pink Sheets”.
2. Exercise.
2.1 Exercise Period. The Holder may exercise this Warrant at any time after the Issue Date and before the close of business in Norcross, Georgia on
July 31, 2029 (the “Exercise Period”), unless earlier terminated pursuant to Section 3.2 herein.
2.2 Exercise Procedure.
(a) This Warrant will be deemed to have been exercised at such time as the Company has received all of the following items (the “Exercise Date”):
(i) a completed Exercise Notice as described in Section 2.4 hereof, executed by the Person exercising all or part of the purchase
rights represented by this Warrant (the “Purchaser”);
(ii) this Warrant;
(iii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments in the form set forth in
Exhibit B hereto, evidencing the assignment of this Warrant to the Purchaser together with any documentation required pursuant to Section 8(a) hereof; and
(iv) a check payable to the order of the Company in an amount equal to the product of the Exercise
Price multiplied by the number of shares of Common Stock being purchased upon such exercise.
(b) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within ten (10) days after the Exercise Date, the
Company at its expense will cause to be issued in the name of and delivered to the Purchaser, or as the Purchaser (upon payment by the Purchaser of any applicable transfer taxes) may direct, a certificate or certificates for the number of fully paid
and non-assessable shares of Common Stock to which the Purchaser shall be entitled upon such exercise, together with any other stock or other securities and property (including cash, where applicable) to which the Purchaser is entitled upon exercise.
4
(c) Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company at its expense will, within ten
(10) days after the Exercise Date, issue and deliver to or upon the order of the Purchaser a new Warrant or Warrants of like tenor, in the name of the Purchaser or as the Purchaser (upon payment by the Purchaser of any applicable transfer taxes) may
request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock remaining issuable under this Warrant.
(d) The Common Stock issuable upon the exercise of this Warrant will be deemed to have been issued to the Purchaser on the Exercise Date, and the
Purchaser will be deemed for all purposes to have become the record holder of such Common Stock on the Exercise Date.
(e) The issuance of certificates for shares of Common Stock upon exercise of this Warrant will be made without charge to the Holder or the Purchaser
for any issuance tax in respect thereof or any other cost incurred by the Company in connection with such exercise and the related issuance of shares of Common Stock.
(f) The holder represents and warrants that at the time of any exercise of this warrant the holder is an “accredited investor,” as such term is defined
in Rule 501 promulgated under the Securities Act and acknowledges and agrees that the Company may, in its sole discretion, (i) require, as a condition to the exercise of this Warrant, that the holder provide such written evidence that such holder is
an accredited investor as the time of exercise, and (ii) decline to issue the shares of Common Stock issuable upon such exercise if the Company is not satisfied that this warrant may be exercised by the holder pursuant to a valid registration
exemption from the Securities Act and any applicable state securities law.
2.3 Acknowledgement of Continuing Obligations. The Company will, at the time of the exercise of this Warrant, upon the request of the Purchaser,
acknowledge in writing its continuing obligation to afford to the Purchaser any rights to which the Purchaser shall continue to be entitled after such exercise in accordance with the provisions of this Warrant, provided that if the Purchaser shall
fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford to the Purchaser any such rights.
2.4 Exercise Notice. The Exercise Notice will be substantially in the form set forth in Exhibit A hereto, except that if the shares of Common Stock
issuable upon exercise of this Warrant are not to be issued in the name of the Purchaser, the Exercise Notice will also state the name of the Person to whom the certificates for the shares of Common Stock are to be issued, and if the number of shares
of Common Stock to be issued does not include all the shares of Common Stock issuable hereunder, it will also state the name of the Person to whom a new Warrant for the unexercised portion of the rights hereunder is to be delivered.
2.5 Fractional Shares. If a fractional share of Common Stock would, but for the provisions of Section 2.1 hereof, be issuable upon exercise of the
rights represented by this Warrant, the Company will, within ten (10) days after the Exercise Date, deliver to the Purchaser a check payable to the Purchaser in lieu of such fractional share, in an amount equal to the Market Value of such fractional
share as of the close of business on the Exercise Date.
5
3. Adjustments.
3.1 Adjustments for Stock Splits, Etc. If the Company shall at any time after the Issue Date subdivide its outstanding Common Stock, by split-up or
otherwise, or combine its outstanding Common Stock, or issue additional shares of its capital stock in payment of a stock dividend in respect of its Common Stock, the number of shares issuable on the exercise of the unexercised portion of this
Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination, and the Exercise Price then applicable to shares covered by the unexercised portion of
this Warrant shall forthwith be proportionately decreased in the case of a subdivision or stock dividend, or proportionately increased in the case of combination.
3.2 Adjustment for Reclassification, Reorganization, Etc. In case of any reclassification, capital reorganization, or change of the outstanding Common
Stock (other than as a result of a subdivision, combination or stock dividend), or in the case of any consolidation of the Company with, or merger of the Company into, another Person (other than a consolidation or merger in which the Company is the
continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock of the Company), or in case of any sale or conveyance to one or more Persons of the property of the Company as an entirety or
substantially as an entirety at any time prior to the expiration of this Warrant, then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyance, lawful provision shall be made, and duly executed
documents evidencing the same from the Company or its successor shall be delivered to the Holder of this Warrant, so that the Holder of this Warrant shall have the right at any time prior to the expiration of this Warrant to purchase, at a total
price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock of the Company as to which this Warrant was exercisable immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyance, and
in any such case appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for the adjustment of the Exercise Price and
of the number of shares purchasable upon exercise of this Warrant) shall thereafter be applicable in relation to any shares of stock, and other securities and property, thereafter deliverable upon exercise hereof. If, as a consequence of any such
transaction, solely cash, and no securities or other property of any kind, is deliverable upon exercise of this Warrant, then, in such event, the Company may terminate this Warrant by giving the Holder hereof written notice thereof. Such notice shall
specify the date (at least thirty (30) days subsequent to the date on which notice is given) on which, at 3:00 P.M., Norcross, Georgia time, this Warrant shall terminate. Notwithstanding any such notice, this Warrant shall remain exercisable, and
otherwise in full force and effect, until such time of termination.
3.3 Certificate of Adjustment. Whenever the Exercise Price or the number of shares issuable hereunder is adjusted, as herein provided, the Company
shall promptly deliver to the registered Holder of this Warrant a certificate of the Treasurer of the Company, which certificate shall state (i) the Exercise Price and the number of shares of Common Stock issuable hereunder after such adjustment,
(ii) the facts requiring such adjustment, and (iii) the method of calculation for such adjustment and increase or decrease.
3.4 Small Adjustments. No adjustment in the Exercise Price
shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least one percent; provided, however, that any adjustments which by reason of this Section 3.4 are not required to be made immediately shall be
carried forward and taken into account at the time of exercise of this Warrant or any subsequent adjustment in the Exercise Price which, singly or in combination with any adjustment carried forward, is required to be made under Sections 3.1 or 3.2.
6
4. Reservation of Stock, etc., Issuable on Exercise of Warrant. The Company will
at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, all shares of Common Stock from time to time issuable upon the exercise of this Warrant.
5. Disposition of This Warrant, Common Stock, Etc.
(a) The Holder of this Warrant and any transferee hereof or of the Common Stock with respect to which this Warrant may be exercisable, by their
acceptance hereof, hereby understand and agree that this Warrant and the Common Stock with respect to which this Warrant may be exercisable have not been registered under the Securities Act, and may not be sold, pledged, hypothecated, donated, or
otherwise transferred (whether or not for consideration) without an effective registration statement under the Act or an opinion of counsel satisfactory to the Company and/or submission to the Company of such other evidence as may be satisfactory to
counsel to the Company, in each such case, to the effect that any such transfer shall not be in violation of the Act. It shall be a condition to the transfer of this Warrant that any transferee thereof deliver to the Company its written agreement to
accept and be bound by all of the terms and conditions of this Warrant.
(b) Except to the extent the resale of the shares of Common Stock issuable upon exercise hereof are registered for resale, or may be sold to the public
pursuant to Rule 144(b)(1) under the Securities Act, the certificates of the Company that will evidence the shares of Common Stock with respect to which this Warrant may be exercisable will be imprinted with a conspicuous legend in substantially the
following form:
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE
SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND/OR SUBMISSION TO THE
COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL TO THE COMPANY, IN EACH SUCH CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT.”
The Company agrees to prepare and file with the Securities Exchange Commission within 180 days from the date of issuance
of any shares of Common Stock upon exercise of this Warrant.
6. Rights and Obligations of Warrant Holder. The Holder of this Warrant shall
not, by virtue hereof, be entitled to any voting rights or other rights as a stockholder of the Company. No provision of this Warrant, in the absence of affirmative actions by the Holder to purchase Common Stock of the Company by exercising this
Warrant, and no enumeration in this Warrant of the rights or privileges of the Holder, will give rise to any liability of such Holder for the Exercise Price of Common Stock acquirable by exercise hereof or as a stockholder of the Company.
7. Transfer of Warrants. Subject to compliance with the restrictions on transfer
applicable to this Warrant referred to in Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part to other Lenders pursuant to the Line of Credit Letter Agreement, without charge to the registered Holder, upon
surrender of this Warrant with a properly executed Assignment (in substantially the form attached hereto as Exhibit B), to the Company, and the Company at its expense will issue and deliver to or upon the order of the Holder hereof a new Warrant or
Warrants in such denomination or denominations as may be requested, but otherwise of like tenor, in the name of the Holder or as the Holder (upon payment of any applicable transfer taxes) may direct.
7
8. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of any
such mutilation, upon surrender and cancellation of such Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.
9. Company Records. Until this Warrant is transferred on the books of the
Company, the Company may treat the registered Holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.
10. Miscellaneous.
10.1 Notices. All notices and other communications from the Company to the Holder of this Warrant shall be mailed by first class mail, postage prepaid, to such address as
may have been furnished to the Company in writing by such Holder, or, until an address is so furnished, to and at the address of the last Holder of this Warrant who has so furnished an address to the Company. All communications from the Holder of
this Warrant to the Company shall be mailed by first class mail, postage prepaid, to Galectin Therapeutics, Inc., 4960 Peachtree Industrial Boulevard, Suite 240, Norcross, GA 30071, Attn: Chief Financial Officer, or such other address as may have
been furnished to the Holder in writing by the Company.
10.2 Amendment and Waiver. Except as otherwise provided herein, this Warrant and any term hereof may be amended, waived, discharged or terminated only by an instrument in
writing signed by the party against which enforcement of such amendment, waiver, discharge or termination is sought.
10.3 Governing Law; Descriptive Headings. This Warrant shall be construed and enforced in accordance with and governed by the laws of the State of Nevada. The headings in
this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.
[SIGNATURE ON FOLLOWING PAGE]
8
Dated: ___________, 2024.
|
GALECTIN THERAPEUTICS, INC.
|
||
|
/s/ Jack W. Callicutt
|
||
|
Name:
|
Jack W. Callicutt
|
|
|
Title:
|
CFO
|
|
9
EXHIBIT A
EXERCISE NOTICE
[To be signed only upon exercise of Warrant]
|
To:
|
Date:
|
The undersigned, the Holder of the within Warrant, pursuant to the provisions set forth in the within Warrant, hereby irrevocably elects to exercise
the purchase rights represented by such Warrant for, and agrees to subscribe for and purchase thereunder, ___________ shares of the Common Stock covered by such Warrant and herewith makes payment of $ _____________ therefor, and requests that the
certificates for such shares be issued in the name of, and delivered to, ___________________, whose address is: ________________________________. If said number of shares is less than all the shares covered by such Warrant, a new Warrant shall be
registered in the name of the undersigned and delivered to the address stated below.
|
Signature
|
||
|
(Signature must conform in all respects to name of Holder as specified on the face of the Warrant or on the form of Assignment attached as Exhibit B thereto.)
|
||
|
Address
|
||
|
[Signature Guarantee]
|
||
10
EXHIBIT B
ASSIGNMENT
[To be signed only upon transfer of Warrant]
For value received, the undersigned hereby sells, assigns and transfers all of the rights of the undersigned under the within Warrant with respect to
the number of shares of the Common Stock covered thereby set forth below, unto:
|
Name of Assignee
|
Address
|
||
|
No of Shares: Warrants
|
|||
|
Dated:
|
Signature
|
|||
|
(Signature must conform in all respects to name of Holder as specified on the face of the Warrant.)
|
||||
|
Address
|
||||
11
Exhibit 31.1
Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
I, Joel Lewis, certify that:
| 1. |
I have reviewed this quarterly report on Form 10-Q of Galectin Therapeutics Inc;
|
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
|
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
|
| 4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
| (a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
| (b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
| (c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
|
| (d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
| 5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
|
| (a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
|
| (b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date: November 14, 2024
|
/s/ Joel Lewis
|
|
|
Name:
|
Joel Lewis
|
|
|
Title:
|
Chief Executive Officer and President
|
|
|
(principal executive officer)
|
Exhibit 31.2
Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
I, Jack W. Callicutt, certify that:
| 1. |
I have reviewed this quarterly report on Form 10-Q of Galectin Therapeutics Inc;
|
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
|
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
|
| 4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
| (a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
| (b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
| (c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
|
| (d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
| 5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
|
| (a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
|
| (b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date: November 14, 2024
|
/s/ Jack W. Callicutt
|
|
|
Name:
|
Jack W. Callicutt
|
|
|
Title:
|
Chief Financial Officer
|
|
|
(principal financial and accounting officer)
|
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Galectin Therapeutics Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2024 as filed with the Securities and Exchange Commission on the
date hereof (the “Report”), I, Joel Lewis, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes- Oxley Act of 2002, that, to my knowledge:
| (1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
| (2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
Date: November 14, 2024
|
/s/ Joel Lewis
|
|
|
Name
|
Joel Lewis
|
|
|
Title :
|
Chief Executive Officer and President
|
|
|
(principal executive officer)
|
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form
within the electronic version of this written statement required by Section 906, has been provided to Galectin Therapeutics Inc. and will be retained by Galectin Therapeutics Inc. and furnished to the Securities and Exchange Commission or its staff
upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Galectin Therapeutics Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2024 as filed with the Securities and Exchange Commission on the
date hereof (the “Report”), I, Jack W. Callicutt, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
| (1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
| (2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
Date: November 14, 2024
|
/s/ Jack W. Callicutt
|
|
|
Name:
|
Jack W. Callicutt
|
|
|
Title:
|
Chief Financial Officer
|
|
|
(principal financial and accounting officer)
|
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form
within the electronic version of this written statement required by Section 906, has been provided to Galectin Therapeutics Inc. and will be retained by Galectin Therapeutics Inc. and furnished to the Securities and Exchange Commission or its staff
upon request.