Galectin Therapeutics Inc. filed a Form 8-K with the SEC on August 4, 2026, reporting that on July 31, 2026, the company issued 34,376,167 shares of common stock to its Chairman and largest stockholder upon the conversion of all outstanding convertible promissory notes held by him.

Key Highlights

  • Shares issued: 34,376,167 shares of common stock, par value $0.001 per share, were issued to Richard E. Uihlein on July 31, 2026.
  • Debt eliminated: The conversion retired $91.0 million in aggregate principal and approximately $14.8 million in aggregate accrued interest, totaling approximately $105.8 million.
  • Blended conversion price: The blended average conversion price across all Notes was approximately $3.07 per share, subject to a $3.00 per share floor price.
  • Shares outstanding after conversion: The company has approximately 100,849,644 shares of common stock and 197,500 shares of Series A Voting Preferred Stock outstanding.
  • Uihlein voting power: Mr. Uihlein beneficially owns approximately 44.3% of outstanding voting power on an actual basis and approximately 49.3% calculated under Rule 13d-3.
  • Registration obligation: The company is obligated to register the resale of the issued shares within 180 days of the July 31, 2026 conversion date.

Galectin Therapeutics Eliminates Over $105 Million in Debt Through Note Conversion

According to the filing, Galectin Therapeutics Inc. (NASDAQ: GALT) issued 34,376,167 shares of its common stock to Richard E. Uihlein, the company's Chairman of the Board and largest stockholder, upon the conversion of all outstanding convertible promissory notes issued to him under five separate line of credit facilities. These facilities included a $60,000,000 credit facility dated July 25, 2022, a $10,000,000 supplemental facility dated March 29, 2024, a $6,000,000 supplemental facility dated November 14, 2024, a $5,000,000 supplemental facility dated March 31, 2025, and a $10,000,000 supplemental facility dated July 8, 2025.

The filing disclosed that the conversion eliminated $91.0 million in aggregate principal and approximately $14.8 million in aggregate accrued interest, for a total of approximately $105.8 million. Each note was converted at the conversion price specified therein, which the filing states was not less than the closing price of the common stock on The Nasdaq Capital Market on the date the note was issued, subject to a $3.00 per share floor price. The blended average conversion price across all notes was approximately $3.07 per share.

The company also disclosed that a December 2025 Supplemental Line of Credit Agreement dated December 19, 2025, providing for an additional $10,000,000, remains outstanding, undrawn, and available, and was not affected by the conversion. The filing states the shares were issued in reliance on the exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as the exchange was made exclusively with an existing security holder and no commission or other remuneration was paid for soliciting the exchange. The shares are subject to restrictions on resale, and the company is obligated to register the resale within 180 days of the conversion date.

What Was Disclosed

The filing reported an unregistered issuance of 34,376,167 common shares to the company's Chairman, Richard E. Uihlein, converting approximately $105.8 million in aggregate principal and accrued interest from five credit facilities into equity, with Mr. Uihlein holding approximately 44.3% of actual outstanding voting power following the transaction.