Galectin Therapeutics Inc. (GALT)

[jimmy667]

SEC and FINRA rules. Call your broker. Be careful looks like a hot potato most are selling and stock is dropping like a rock.

[thefamilyman]

I do not see the “accredited investor” requirement in the 41 pages of the Securities Registration Statement.

[thefamilyman]

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Q:
Are there any conditions to my right to exercise my subscription rights?

A:
Yes. We may terminate the rights offering, in whole or in part, if at any time before completion of the rights offering there is any judgment, order, decree, injunction, statute, law or regulation entered, enacted, amended or held to be applicable to the rights offering that in the sole judgment of our board of directors would or might make the rights offering or its completion, whether in whole or in part, illegal or otherwise restrict or prohibit completion of the rights offering. See “The Rights Offering — Conditions to the Rights Offering” beginning on page 27.

Q:
Has the board of directors made a recommendation regarding the rights offering?

A:
Neither the Company, nor our board of directors is making any recommendation as to whether or not you should exercise your subscription rights. You are urged to make your decision based on your own assessment of the rights offering, after considering all of the information herein, including the “Risk Factors” beginning on page 15 of this prospectus, and of your best interests.

Q:
Have any directors, officers, and/or stockholders agreed to exercise their rights?

A:
All holders of our common stock as of the record date for the rights offering will receive, at no charge, the non-transferable subscription rights to purchase Units as described in this prospectus. To the extent that our directors and officers held shares of our common stock (including shares of restricted common stock) as of the record date, they will receive the subscription rights and, while they are under no obligation to do so, will be entitled to participate in the rights offering.
Richard E. Uihlein, our chairman of our board of directors and the beneficial owner of approximately 5.7% of our outstanding common stock prior to this rights offering (excluding shares issuable upon exercise of options and warrants) has indicated that he intends to exercise all of his Basic Subscription Rights pursuant to this rights offering and over subscription rights in the amount of $20 million, though he has not made any formal binding commitment to do so. No fees or other consideration will be paid by us to Mr. Uihlein (or any respective affiliates) in exchange for his purchase of Units in connection with the rights offering.

Q:
May stockholders in all states participate in the rights offering?

A:
Although we intend to distribute the rights to all stockholders and 2015 Warrant Holders, we reserve the right in some states to require stockholders and 2015 Warrant Holders, if they wish to participate, to state and agree upon exercise of their respective rights that they are acquiring the Units for investment purposes only, and that they have no present intention to resell or transfer any shares acquired. Our securities are not being offered in any jurisdiction where the offer is not permitted under applicable local laws.

[thefamilyman]

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Q:
How do I exercise my subscription rights if I own shares in certificate form?

A:
You may exercise your Basic Subscription Rights by properly completing and executing your rights certificate and delivering it, together in full with the subscription price for each Unit you subscribe for, to the subscription agent on or prior to the Expiration Date. If you use mail, we recommend that you use insured, registered mail, return receipt requested. If you cannot deliver your rights certificate to the subscription agent on time, you may follow the guaranteed delivery procedures described under “The Rights Offering — Guaranteed Delivery Procedures” beginning on page 30.
If you send a payment that is insufficient to purchase the number of Units you requested, or if the number of Units you requested is not specified in the forms, the payment received will be applied to exercise your Basic Subscription Rights to the fullest extent possible based on the amount of the payment received, subject to the availability of Units in the rights offering and the elimination of fractional shares. Any excess subscription payments received by the subscription agent will be returned promptly, without interest, following the expiration of the rights offering.

Q:
What form of payment is required to purchase the Units?

A:
As described in the instructions accompanying the rights certificate, you must timely pay the full subscription price for the full number of Units you wish to acquire under your Basic Subscription Rights at the Initial Price by delivering to Continental Stock Transfer & Trust Company, the subscription agent for this rights offering, a certified check, bank draft, cashier’s check, personal check that clears before the Expiration Date, money order, or wire transfer of funds.
Please note that funds paid by uncertified personal check may take at least five (5) business days to clear. Accordingly, if you wish to pay by means of an uncertified personal check, we urge you to make payment sufficiently in advance of the Expiration Date to ensure that the subscription agent receives cleared funds before that time.

Q:
What should I do if I want to participate in the rights offering but my shares are held in the name of my custodian bank, broker, dealer or other nominee?

A:
If you hold our common stock through a custodian bank, broker, dealer or other nominee, we will ask your custodian bank, broker, dealer or other nominee to notify you of the rights offering. If you wish to exercise your Basic Subscription Rights, you will need to have your custodian bank, broker, dealer or other nominee act for you. To indicate your decision, you should complete and return to your custodian bank, broker, dealer or other nominee the form entitled “Beneficial Owner Election Form” substantially in the form accompanying this prospectus. You should receive this form from your custodian bank, broker, dealer or other nominee with the other rights offering materials. You should contact your custodian bank, broker, dealer or other nominee if you believe you are entitled to participate in the rights offering but you have not received this form.

[thefamilyman]

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Procedure for Exercising Rights
You may exercise your subscription rights by properly completing and executing your rights certificate and delivering it, together with the subscription price for each Unit for which you subscribe under the basic subscription right and over-subscription right, to the subscription agent, Continental Stock Transfer & Trust Company, on or prior to the Expiration Date. If you use mail, we recommend that you use insured, registered mail, with return receipt requested. If you cannot deliver your rights certificate to the subscription agent on time, you may follow the guaranteed delivery procedures described under “The Rights Offering — Guaranteed Delivery Procedures” beginning on page 30.

How Rights Holders Can Exercise Rights Through Others
If you hold our common stock through a custodian bank, broker, dealer, or other nominee, we will ask your custodian bank, broker, dealer or other nominee to notify you of the rights offering. If you wish to exercise your rights, you will need to have your custodian bank, broker, dealer or other nominee act for you. To indicate your decision, you should complete and return to your custodian bank, broker, dealer or other nominee the form entitled “Beneficial Owners Election Form.” You should receive this form from your custodian bank, broker, dealer or other nominee with the other rights offering materials. You should contact your custodian bank, broker, dealer or other nominee if you believe you are entitled to participate in the rights offering but you have not received this form.

[thefamilyman]

Offering Summary

Securities Offered
We are distributing to you, at no charge, one non-transferable subscription right for each share of our common stock that you owned as of 5:00 p.m., Eastern Time, on April 29, 2019, either as a holder of record or, in the case of shares held of record by custodian banks, brokers, dealers or other nominees on your behalf, as a beneficial owner of such shares.

Basic Subscription Rights
Each subscription right will entitle the holder to purchase a unit (the “Unit”) consisting of 0.3 shares of our common stock and a warrant to purchase 0.075 shares of our common stock (representing 25% warrant coverage) (a “Basic Subscription Right”). The price for each share of common stock in the offering and the related warrant will be at the Initial Price (as defined below), which shall be paid in cash. To the extent that the Alternate Price (as defined below) is lower than the Initial Price, any excess subscription amounts paid by a subscriber will be put towards the purchase of additional units in the rights offering. The warrants for common stock will have an exercise price of $7.00 per share and are exercisable within 7 years of the closing of the offering.

Over-Subscription Rights
We do not expect that all of our stockholders and 2015 Warrant Holders will exercise all of their Basic Subscription Rights. If you fully exercise your Basic Subscription Right and other stockholders and 2015 Warrant Holders do not fully exercise their Basic Subscription Rights, the over-subscription right of each subscription right entitles you to subscribe for additional Units unclaimed by other holders of subscription rights in this rights offering at the same subscription price per share. If an insufficient number of shares is available to fully satisfy all over-subscription right requests, the available shares will be distributed proportionately among rights holders who exercise their over-subscription right based on the number of shares each rights holder subscribed for under the Basic Subscription Right. The proration process will be repeated until all Units have been allocated or all over-subscription exercises have been fulfilled, whichever occurs earlier.

Subscription Price
The subscription price for each share of common stock in the offering and the related warrant will be the lesser of (i) $5.50 (the “Initial Price”) and (ii) ninety-five (95%) percent of the volume weighted average price of our common stock for the twenty-five trading day period through and including on the Expiration Date (as defined below) but not less than $4.00 per share (the “Alternate Price”). Subscribers must fund their subscriptions pursuant to both the Basic Subscription Right and over-subscription right at the Initial Price. To be effective, any payment related to the exercise of a Right must clear prior to the expiration of the rights offering.

Excess Subscription Amount
If, on the Expiration Date, the Alternate Price is lower than the Initial Price, any excess subscription amounts paid by a subscriber (the “Excess Subscription Amount”) will be put towards the purchase of additional Units in the rights offering. For more information, see “Questions and Answers About the Rights Offering” below.

[thefamilyman]

I am not seeing the accredited investor requirement in the SEC filing. Maybe I am just missing it somehow but the Offering Summary does not mention it. (I had copied that summary to repost here but it has somehow disappeared so I cannot paste it.)

[thefamilyman]

LOL! Funnyman for Familyman and bull short for bullshit, you guys are killing me!

[buckysherm]

What kind of bull short is that ?

[jimmy667]

Misprint. 52 week high is $9.49

[jimmy667]

Need bona fide investing experience and a liquid net worth of over a million US Dollars. Means need stocks bonds and cash in bank of over a million but they may have raised that amount.
It looks to me like short sellers will attack this stock now that they have given up trying to sell this company and three years until read out on the phase 3.

[buckysherm]

How does one get to be “accredited” ?

[buckysherm]

The 52 Week High is shown as 499 Million ! I must have missed that day.

[thefamilyman]

LOL! And thanks for both responses.

[jimmy667]

If you are retail in this stock you are just along for the ride. Every non revenue biotech must dilute to stay afloat. Most dilute all equally. GALT will dilute mostly those that can not subscribe to the new stock subscription program. The Chairman will buy 20 million in stock and warrants with a 5 strike. Only current investors that are also certified accredited investors may do the same. Other current shareholders will be diluted. Also puts a resistance level in above $5 as warrants can be exercised at that price. Positives are much needed cash is coming and the stock is going into strong hands and it is less dilution than another type of cash raise. Also makes a takeover buy new entity more expensive. Negatives it dilutes the common shareholders who can not subscribe to the stock/warrants purchase plan nor can new investors who might be dissuaded by entering at this time just to be immediately diluted. This stock may continue to correct downward as a result of this in the short term but in the long term will be favorable as the Company will now have cash to move forward with the very promising clinical trials. Looks like the sell the Company before the end of 2018 was not fruitful. Maybe because potential suitors were playing hardball because Gallactin was cash strapped.
I urge everyone to read Uihien's March 6 open letter to shareholders.
Long term good news with some temporary pain to common stock holders.
I might look to enter in a quarter or two when the warrants do not present as much of a cap on the share price and trials are underway in earnest.

[jimmy667]

Ok funnyman it is not an app it is a stock subscription plan for stockholders of record as of the initiation date that are also certified as accredited investors. For the big boys insiders and tutes. It is in the SEC filings if you care to read about it.

[thefamilyman]

How do I access the app?

[jimmy667]

They turned on the financing app with the shareholder subscription stock sell package. Uhline is buying the first $20 million. Only current shareholders can participate but one must be an accredited investor as defined by the SEC. I am but I am not a current shareholder. Unfortunately this leaves 90% or better of current retail locked out. But it does provide financing that is less dilution to the big boys but us small fries or non shareholders can not participate so I will wait until it is fully subscribed to buy in.

[buckysherm]

Hello ? < tap tap > Is this thing on ?

[Amatuer17]

The lack of cash and mgmt failure to show move faster leads market to show no confidence

[Chess Master]

GALT is the last man standing in this space. The Press release seems to have fallen on deaf ears due to the market selloff.

[buckysherm]

Is WS and BP smart enough to act on it ? I doubt it

[Amatuer17]

GILD failed - CNAT failed

Who is remaining now in NASH space?

GALT has P3 ready NASH product
Also GLAT is only NASH-CX ready product to start Phase 3 trial and completed FDA meeting for trial readiness.

If BP gives just $10-20 million for the trial they can have a good lock on future NASH product. Even a failure may not impact BP as they are eliminating P1-P2 timeline and money.

[whytestocks]

News: $GALT Providence Cancer Institute to Present Findings on GR-MD-02 at the 2019 Keystone Symposia on Molecular and Cellular Biology

NORCROSS, Ga., March 22, 2019 (GLOBE NEWSWIRE) -- Providence Cancer Institute and Galectin Therapeutics Inc. (NASDAQ: GALT) , the leading developer of therapeutics that target galectin proteins, announced today a presentation highlighting the improved response of T cells seen in combinatio...

In case you are interested https://marketwirenews.com/news-releases/providence-cancer-institute-to-present-findings-on-gr-md-02-at-the-2019-keystone-symposia-on-molecular-and-cellular-biology-7864016.html

[1234jklm]

Huge news. The team that helped win the 2018 Nobel prize for cancer immunotherapy, and conducting the cancer IO trial in humans is now saying, in an upcoming conference, that GR-MD-02 improves overall cancer survival: "Galectin-3 Inhibition with GR-MD-02 Synergizes with T Cell-Targeting Immunotherapy, Leading to Reduced Immune Suppression and Improved Overall Survival."

This is very significant because researchers are traditionally extremely cautious about making any claims about a cancer drug improving overall survival unless the data is rock solid. Providence has new data coming up. Patients who respond to GR-MD-02 have the option to continue therapy, and apparently the results are very good!

http://www.keystonesymposia.org/index.cfm?e=Web.Meeting.Program&meetingid=1626&subTab=program

[stock_observer_77]

Sounds like you've been here too long

Things change...I'm fine here

[buckysherm]

Sure it’s necessary, but it’s a disappointment that GALT can’t find a partner for NASH .... or Cancer ....

[stock_observer_77]

You have to consider if its adding value

Let's be real here...adding dilution for nothing is bad...adding for value is a wash.

[superdodgeball]

FAKE NEWS... there's no Russian Dilutions going on here. haha.

[buckysherm]

Dilution isn’t really the relevant thing. It’s INFLATION of shares. Like when govt “prints” more money, each individual $ is worth less.

[Phantom Lord]

If every current owner purchases their pro rata allotment of shares and that is all that happens then technically there is no dilution. Dilution has nothing to do with market cap or share price. Just ownership. They are not issuing shares to new investors, just current ones. If you don't purchase shares in the offering then yes, you will suffer some dilution. If you do purchase your pro rata allotment of shares in the offering then you have not been diluted. It's that simple.

[biotech2010]

Of course there is dilution, they are issuing new shares so unless the market cap increases the value per share will go down regardless of whether you bought additional shares or not.

[Phantom Lord]

But the offering is only available to existing shareholders. So if everyone purchases their pro rata allotment of shares then technically there is no dilution. That's the point they are failing to make. It's definitely dilution if you don't purchase more shares in the offering. That the way I read it.

[buckysherm]

In Stock Twits they are trying to spin this into THERES NO DILUTION ?!?? They’re gonna increase shares ... your existing shares are gonna be less valuable. Duh !

[thefamilyman]

I like that letter to the shareholders and I intend to subscribe for my full allocation of shares and warrants.

[biotech2010]

Yes I was, not a surprise at all

[buckysherm]

Think about how many effing possible indication GRMD02 could be used for. And every cancer. And NASH. No BP is effing interested ? I thought they were stupid, but not THIS stupid !

[goingforittoday]

Chairman adds $20M, and x10, all, are fully converted to common? That’s quite a statement of confidence!! Kudos!

[stock_observer_77]

Looks like you are correct!

[sokol]

Richard E. Uihlein maintains that he intends to invest more of his personal funds and invites investors to do so along with him. He says he intends to subscribe to $20,000,000 of a new offering to move the company forward. If so, I suppose that should be somewhat of a positive indication although $20,000,000 for him may not be that large of a percentage of his networth? I have not had time to study this to make a firm decision about whether I desire to invest more to account for the dilution in ownership that this may otherwise cause? However, that is what he invites existing investors to do.

[stock_observer_77]

That makes no sense, but to each his own

[biotech2010]

They've been actively looking for a partnership.buyout since last May and have not announced anything to suggest they've found one, that's enough for me to form an opinion about partnerships or a buyout

[stock_observer_77]

How do you know they struck out

[biotech2010]

Anyone who pays attention to the continual pumping of GALT on Stocktwits is asking for trouble-GALT has great science but poorly managed and would have to hire a whole new team to run a Ph3 trial and will most likely have to internally finance a phase 3, they have struck out on a buyout or partner, IMO

[goingforittoday]

Gilead's Recent NASH Trial Failure Represents Opportunity For Galectin https://seekingalpha.com/article/4242202?source=ansh $GALT, $GILD

[buckysherm]

Today’s SA article may bump it up a couple percent today.

[Amatuer17]

Good article

Gilead's Mousetrap $GILD https://seekingalpha.com/article/4241397

[Amatuer17]

Don’t be so sure. This move is based on GILD CX trial failure.

The co has no progress or no positive news. They cannot even start trial unless they get a partner and then funding.

So unless there is actual news on partnership or BO the SP will go down.

[stock_observer_77]

$5 break is imminent leading to higher highs

[heartofachild]

Thanks for this, I've been watching and holding