GALECTIN THERAPEUTICS INC 10-Q

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 a Rule 10b5-1 trading plan, as disclosed below. Other than as disclosed, no officers or directors, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the fiscal quarter ended September 30, 2024. 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 December 31, 2025 . 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 December 31, 2025 . 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 amount 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 December 31, 2025 . 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 31.2* Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 32.1** Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** 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). 27 Index 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. 28 Index SIGNATURES 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