Galectin Therapeutics Inc 2024年度报告

GALECTIN THERAPEUTICS INC. Nevada(State or other jurisdictionof incorporation) 04-3562325(I.R.S. EmployerIdentification No.) 4960 Peachtree Industrial Blvd.,Suite 240,Norcross,GA30071(Address of Principal Executive Offices)(Zip Code) (678)620-3186(Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Title of each classTradingSymbolName of each exchangeon which registeredCommon Stock, $0.001 Par Value PerShareGALTTheNASDAQStock Market Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.Yes☐No☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to theprice at which the common equity was sold, or the average bid and asked price of such common equity, as of June 30, 2024 wasapproximately$112million. The number of shares outstanding of the registrant’s common stock as ofMarch 3, 2025 was63,180,491. INDEX TO FORM 10-KFOR THE YEAR ENDED DECEMBER 31, 2022 PAGEPART 1ITEM 1.Business1ITEM 1A.Risk Factors9ITEM 1B.Unresolved Staff Comments20ITEM ICCybersecurity20ITEM 2.Properties20ITEM 3.Legal Proceedings20ITEM 4.Mine Safety Disclosure20PART IIITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities21ITEM 6.[Reserved]21ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations21ITEM 7A.Quantitative and Qualitative Discussions About Market Risk25ITEM 8.Financial Statements and Supplementary Data26ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure26ITEM 9A.Controls and Procedures26ITEM 9B.Other Information27ITEM 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections27PART IIIITEM 10.Directors, Executive Officers and Corporate Governance28ITEM 11.Executive Compensation31ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters39ITEM 13.Certain Relationships, Related Transactions and Director Independence41ITEM 14.Principal Accountant Fees and Services42PART IVITEM 15.Exhibits and Financial Statement Schedules43ITEM 16Form 10-K Summary46SIGNATURES47 PART I Item 1.Business Overview We are a clinical stage biopharmaceutical company engaged in drug research and development to create new therapies forfibrotic disease, cancer and selecte