GALT

Business Context and Reporting Period

Company: Galectin Therapeutics Inc. (GALT)
Filing Type: Form 8-K (Current Report)
Date of Report: December 19, 2025
Event: Entry into a Material Definitive Agreement (Line of Credit) with Richard E. Uihlein.

Key Financial Metrics and Transaction Details

This filing details a financing arrangement rather than periodic financial performance metrics (revenue, profit, cash flow). Key terms of the agreement include:

• Line of Credit Amount: Up to $10.00 million.
• Purpose: Financing working capital needs.
• Draw Period: Available through January 31, 2027.
• Interest Rate: Applicable Federal Rate (currently 3.60%) plus 2% (Total: 5.60%).
• Maturity Date: Principal and interest due on or before June 30, 2027.
• Security: Unsecured convertible promissory notes.
• Warrants: Up to 200,000 shares issued ratably upon borrowings.
• Warrant Exercise Price: 150% of the closing price on the draw date (capped at $10.00/share; floor is the closing price on Dec 19, 2025).
• Warrant Expiration: December 31, 2029.

Material Changes and Conversion Terms

The agreement introduces new debt and potential equity dilution. Key conversion mechanics include:

• Conversion Option: At the Lender's election, principal and accrued interest may be converted into common stock.
• Conversion Price: Based on the closing price of the Common Stock on the date of the Promissory Note, but not less than the closing price on December 19, 2025.
• Prepayment: Allowed only with Lender consent; no premium or penalty applies, but accrued interest is due.
• Registration Rights: The Company must register shares issued upon conversion or warrant exercise within 180 days of the event.

Guidance, Risks, and Contingencies

Management Commentary: The filing references a press release (Exhibit 99.1) regarding a regulatory update and the credit line, but the text of the press release is not included in this summary.
Risks and Contingencies:

• Dilution Risk: Conversion of notes and exercise of warrants will increase the share count.
• Liquidity Dependency: The company relies on this line of credit for working capital.
• Prepayment Restriction: The company cannot repay the debt early without the Lender's consent.

Unusual Items: The transaction relies on Section 4(a)(2) and Regulation D exemptions, with the Lender represented as an accredited investor.

Investor Verification Checklist

• Verify the closing stock price on December 19, 2025, to determine the floor price for conversion and warrant exercise.
• Review the attached Press Release (Exhibit 99.1) for details on the mentioned "regulatory update."
• Monitor future filings for actual drawdowns under the $10 million line of credit.
• Check subsequent filings for the registration statement required within 180 days of any conversion or warrant exercise.
• Confirm the current Applicable Federal Rate, as the interest rate is variable (AFR + 2%).