Item 1.01 Entry into a Material Definitive Agreement.
On April 16, 2021, Galectin Therapeutics Inc. (the "Company") and Richard E.
Uihlein entered into a debt financing arrangement whereby Mr. Uihlein loaned ten
million dollars to Company. In consideration for the loan, the Company issued a
convertible promissory note (the "Note") in the principal amount of ten million
dollars.
The Note has maturity date of April 16, 2025 and is convertible into the
Company's common stock at a conversion price equal to $5.00 per share at the
option of the noteholder. The Note bears interest on at the rate of two percent
(2%) per annum, compounded annually, and accrues additional interest at a rate
of two and one-half percent (2.5%) per quarter (the "Additional Interest")
beginning on the date of issuance of this Note and ending on the maturity date,
provided however, that such Additional Interest is payable if and only if the
noteholder elects to convert the entire balance of the Note into the Company's
common stock.
The foregoing description of the Note does not purport to be complete and the
terms of the Note is subject to, and qualified in its entirety by reference to
the Convertible Note which is filed herewith as Exhibit 10.1, and is
incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of Registrant.
The information contained in Item 1.01 above is incorporated herein by
reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 above is incorporated herein by
reference.
The sale and issuance of the Note as disclosed in Item 1.01 of this Current
Report on Form 8-K has been determined to be exempt from registration under the
Act in reliance on Section 4(2) of the Act and Rule 506 of Regulation
D promulgated under the Act.
Item 7.01 Regulation FD Disclosure
On April 16, 2021, the Company entered into a consulting agreement with renowned
neurosurgeon, Ben Carson, Sr. M.D. Dr. Carson was most recently the United
States Secretary of Housing and Urban Development from March 2017 to January
2021. Dr. Carson was engaged by the Company to provide continuing consulting
services to the Company regarding the development program of belapectin with
special emphasis on (a) increasing awareness of the Company, its clinical
trials, and the medical needs that such trials are addressing, (b) in assisting
in the formation of a scientific advisory committee for the Company and
identification of potential members of such committee, (c) assisting the Company
in finding strategic commercial and/or academic partners to further its research
and clinical trials in oncology and other fields, and (d) periodically acting as
a spokesperson related to the Company's science through public comments and
interviews, in introductions to commercial and academic partners, and in other
public statements as may be requested.
- 2 -
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
Exhibit No.
10.1 Convertible Promissory Note, dated April 16, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
- 3 -
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
GALECTIN THERAPEUTICS INC. 
