SC 13G/A

NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Soleus Private Equity Fund I, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SC 13G/A 1 d75300dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

GALECTO, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

36322Q107

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 36322Q107

FOOTNOTES

(1)

The shares are owned directly by Soleus Private Equity Fund I, L.P. (“Soleus PE”). Soleus Private Equity GP I, LLC (“Soleus GP”) is the sole general partner of Soleus PE. Soleus GP holds voting and dispositive power over the shares held by Soleus PE. Soleus PE GP I, LLC is the sole manager of Soleus GP. Mr. Guy Levy is the sole managing member of Soleus PE GP I, LLC. Each of Mr. Guy Levy, Soleus PE GP I, LLC and Soleus GP disclaims beneficial ownership of these securities held by Soleus PE and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, except to the extent of their respective pecuniary interests therein.

(2)

This percentage is calculated based upon 25,260,816 shares of common stock outstanding of Galecto, Inc. (the “Issuer”), as of December 10, 2020, as set forth on the cover of the Issuer’s Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2020, which was filed with the Securities and Exchange Commission (the “SEC”) on December 11, 2020 (the “Form 10-Q”).

CUSIP NO. 36322Q107

FOOTNOTES

(1)

The shares of common stock reported in this row are owned directly by Soleus PE. Soleus GP is the sole general partner of Soleus PE. Soleus GP holds voting and dispositive power over the shares held by Soleus PE. Soleus PE GP I, LLC is the sole manager of Soleus GP. Mr. Guy Levy is the sole managing member of Soleus PE GP I, LLC.

(2)	This percentage is calculated based upon 25,260,816 shares of common stock outstanding of the Issuer as of December 10, 2020, as set forth on the cover of the Form 10-Q.

CUSIP NO. 36322Q107

FOOTNOTES

(1)

(2)	This percentage is calculated based upon 25,260,816 shares of common stock outstanding of the Issuer as of December 10, 2020, as set forth on the cover of the Form 10-Q.

CUSIP NO. 36322Q107

FOOTNOTES

(1)

The shares of common stock reported in this row are held by Soleus Capital Master Fund, L.P. (“Master Fund”). Soleus Capital, LLC is the sole general partner of Master Fund and thus holds voting and dispositive power over the shares held by Master Fund. Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC. Mr. Guy Levy is the sole managing member of Soleus Capital Group, LLC. Each of Soleus Capital Group, LLC, Soleus Capital, LLC and Mr. Guy Levy disclaims beneficial ownership of these securities held by Master Fund and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of their respective pecuniary interests therein.

(2)	This percentage is calculated based upon 25,260,816 shares of common stock outstanding of the Issuer as of December 10, 2020, as set forth on the cover of the Form 10-Q.

CUSIP NO. 36322Q107

FOOTNOTES

(1)

The shares of common stock reported in this row are held by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund and thus holds voting and dispositive power over the shares held by Master Fund. Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC. Mr. Guy Levy is the sole managing member of Soleus Capital Group, LLC.

(2)	This percentage is calculated based upon 25,260,816 shares of common stock outstanding of the Issuer as of December 10, 2020, as set forth on the cover of the Form 10-Q.

CUSIP NO. 36322Q107

FOOTNOTES

(1)	The shares of common stock reported in this row are held by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund and thus holds voting and dispositive power over the shares held by Master Fund. Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC.

(2)	This percentage is calculated based upon 25,260,816 shares of common stock outstanding of the Issuer as of December 10, 2020, as set forth on the cover of the Form 10-Q.

CUSIP NO. 36322Q107

FOOTNOTES

(1)

863,048 of the shares of common stock reported in this row are held directly by Soleus PE and 649,600 of the shares of common stock reported in this row are held directly by Master Fund. Soleus GP is the sole general partner of Soleus PE, Soleus PE GP I, LLC is the sole manager of Soleus GP, and Mr. Guy Levy is the sole managing member of Soleus PE GP I, LLC. Soleus Capital, LLC is the sole general partner of Master Fund, Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC, and Mr. Guy Levy is the sole managing member of Soleus Capital Group, LLC. Mr. Guy Levy disclaims beneficial ownership of these securities held by Soleus PE and Master Fund, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of his pecuniary interest therein.

(2)	This percentage is calculated based upon 25,260,816 shares of common stock outstanding of the Issuer as of December 10, 2020, as set forth on the cover of the Form 10-Q.

Item 1.

(a)

Name of Issuer

Galecto, Inc.

(b)

Address of Issuer’s Principal Executive Offices

Ole Maaloes Vej 3

DK-2200 Copenhagen N

Denmark

Item 2.

(a)

Name of Person(s) Filing

Soleus Private Equity GP I, LLC

Soleus Private Equity Fund I, L.P.

Soleus PE GP I, LLC

Soleus Capital Master Fund, L.P.

Soleus Capital, LLC

Soleus Capital Group, LLC

Guy Levy

(b)

Address of Principal Business Office or, if none, Residence

Soleus Private Equity GP I, LLC

SEC Form SC 13G/A filed