S-3 1 ny20068655x1_s3.htm S-3

Registration No. 333-[ ]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GALECTIN THERAPEUTICS INC.

(Exact name of registrant as specified in its charter)

4960 Peachtree Industrial Blvd., Suite 240

Norcross, Georgia 30071

(678) 620-3186

(Address, including zip code, and telephone number, including area code, of principal executive offices)

Joel Lewis

Chief Executive Officer and President

Galectin Therapeutics Inc.

4960 Peachtree Industrial Blvd., Suite 240

Norcross, Georgia 30071

(678) 620-3186

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:


Robert E. Tritt, Esq. Dentons US LLP 303 Peachtree Street, NE Suite 5300 Atlanta, GA 30308 (404) 527-8130			Brian Lee, Esq. Dentons US LLP 1221 Avenue of the Americas New York, NY 10020 (212) 768-6926

Approximate date of commencement of proposed sale of the securities to the public: From time to time, after the effective date of this Registration Statement.

If the only securities being registered on the Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-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. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			1
INCORPORATION BY REFERENCE			2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			3
THE COMPANY			5
RISK FACTORS			7
USE OF PROCEEDS			8
DESCRIPTION OF SECURITIES			9
PLAN OF DISTRIBUTION			14
LEGAL MATTERS			15
EXPERTS			15


			Page
ABOUT THIS PROSPECTUS SUPPLEMENT			S-ii
PROSPECTUS SUPPLEMENT SUMMARY			S-1
THE OFFERING			S-3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			S-4
RISK FACTORS			S-6
USE OF PROCEEDS			S-7
DIVIDEND POLICY			S-7
DILUTION			S-7
PLAN OF DISTRIBUTION			S-9
LEGAL MATTERS			S-10
EXPERTS			S-10
WHERE YOU CAN FIND MORE INFORMATION			S-10
INCORPORATION BY REFERENCE			S-11


Assumed Offering price per share			$2.86
Net tangible book value per share as of December 31, 2025			$(1.94)
Increase in net tangible book value per share attributable to the offering			$0.70
As-adjusted net tangible book value per share after giving effect to the offering			$(1.24)
Dilution in net tangible book value per share to new investors			$4.10


SEC Registration Fee			$24,388
FINRA Fee			$15,600
Accountants’ Fees and Expenses			$*
Legal Fees and Expenses			$*
Transfer Agent Fees and Expenses			$*
Miscellaneous			$*
Total Expenses			$*


			GALECTIN THERAPEUTICS INC.
			(Registrant)

			By:			/s/ Joel Lewis
			Name:			Joel Lewis
			Title:			Chief Executive Officer and President (Principal Executive Officer)


Name	Title	Date

/s/ Joel Lewis	Chief Executive Officer and President (Principal Executive Officer)	March 31, 2026
Joel Lewis		March 31, 2026

/s/ Jack W. Callicutt	Chief Financial Officer (Principal Financial and Accounting Officer)	March 31, 2026
Jack W. Callicutt		March 31, 2026

/s/ Richard E. Uihlein	Chairman and Director	March 31, 2026
Richard E. Uihlein	Chairman and Director	March 31, 2026

/s/ Gilbert F. Amelio, Ph.D	Director	March 31, 2026
Gilbert F. Amelio, Ph.D.	Director	March 31, 2026

/s/ Benjamin S. Carson, Sr., M.D.	Director	March 31, 2026
Benjamin S. Carson, Sr., M.D.	Director	March 31, 2026

/s/ Henry Brem	Director	March 31, 2026
Henry Brem, M.D.	Director	March 31, 2026

/s/ Kary Eldred	Director	March 31, 2026
Kary Eldred	Director	March 31, 2026


Exhibit No.			Description
1.1*			Form of Underwriting Agreement
1.2			At The Market Issuance Sales Agreement between Galectin Therapeutics Inc. and H.C. Wainwright & Co., LLC (incorporated by reference to the Company’s Shelf Registration Statement on Form S-3 dated May 11, 2020)
3.1			Amended and Restated Articles of Incorporation of Galectin Therapeutics Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on May 30, 2012).
3.2			Amended and Restated Bylaws of Galectin Therapeutics Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on September 27, 2016).
3.3			Certificate of Designation of Preferences, Rights and Limitations of Series A 12% Convertible Preferred Stock of Pro Pharmaceuticals, Inc., as filed with the Secretary of State of the State of Nevada on October 5, 2007. (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on October 9, 2007).
3.4			Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series A 12% Convertible Preferred Stock of Pro Pharmaceuticals, Inc., as filed with the Secretary of State of the State of Nevada on May 15, 2017. (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on May 19, 2017).
3.5			Certificate of Designation of Preferences, Rights and Limitation of Series C Super Dividend Convertible Preferred Stock of Pro-Pharmaceuticals, Inc., as filed with the Secretary of State of Nevada on December 30, 2010 (incorporated by reference to the Company’s Current Report on Form 8-K as filed with the Commission on January 6, 2011).
3.6			Certificate of Change as filed with the Nevada Secretary of State on March 1, 2012 (incorporated by reference to the Company’s Current Report on Form 8-K as filed with the Commission on March 23, 2012).
3.7			Amendment to the Amended and Restated Articles of Incorporation of Galectin Therapeutics Inc. (Incorporated by reference to Exhibit 3.7 of the Company Annual Report on Form 10-K, filed March 30, 2023)
4.1			Specimen certificate for shares of Common Stock (incorporated by reference to Exhibit 4.1 of the Company’s Form S-1 Registration Statement filed with the Commission on November 19, 2008)
4.2*			Form of Warrant Agreement (including form of Warrant)
4.3*			Form of Rights Agreement
5.1†			Opinion of Dentons US LLP
23.1†			Consent of Cherry Bekaert LLP (independent registered public accounting firm).
23.2†			Consent of Dentons US LLP (included in legal opinion filed as Exhibit 5.1).
24.1			Power of Attorney**
107†			Filing Fee Table

(State or other jurisdiction of
incorporation or organization)

(Primary SIC
Number)

(I.R.S. Employer
Identification No.)

SEC Form S-3 filed by Galectin Therapeutics Inc.