Galecto Inc美股招股说明书(2025-12-31版)

Galecto, Inc. 60,513,309 Shares Common Stock Offered by the Selling Stockholders This prospectus relates to the proposed resale or other disposition by the selling stockholders identified herein (the “Selling Stockholders”), of up to (i) 265,309 shares(“Merger Common Shares”) of our common stock, par value $0.00001 per share (“Common Stock”), (ii) 16,366,000 shares of Common Stock (“Merger ConversionSeries B Shares”) issuable upon the conversion of 16,366 shares (“Merger Series B Preferred Shares”) of our Series B Preferred Stock, par value $0.00001 per share(“Series B Preferred Stock”), (iii) 4,241,000 shares of Common Stock (“Merger Conversion Series C Shares” and, together with the Merger Conversion Series B Shares,the “Merger Conversion Shares”) issuable upon the conversion of 4,241 shares (“Merger Series C Preferred Shares” and together with the Merger Series B PreferredShares, the “Merger Preferred Shares”) of our Series C Preferred Stock, par value $0.00001 per share (“Series C Preferred Stock”), and (iv) 39,641,000 shares ofCommon Stock (the “Private Placement Conversion Shares”) issuable upon the conversion of 39,641 shares of our Series C Preferred Stock (the “Private PlacementPreferred Shares”). Subject to receiving approval by our stockholders of the issuance of shares of Common Stock upon conversion of Series B Preferred Stock and SeriesC Preferred Stock in accordance with Nasdaq rules (the “Conversion Approval”) and certain beneficial ownership limitations set by each preferred stockholder, eachshare of Series B Preferred Stock may, at the option of the holder, convert into 1,000 shares of Common Stock, and each share of Series C Preferred Stock willautomatically convert into 1,000 shares of Common Stock. The shares of Common Stock registered by this prospectus are referred to herein as the “Resale Shares.” The Merger Common Shares and Merger Preferred Shares were issued and sold to former stockholders of Damora Therapeutics, Inc., a Delaware corporation(“Damora”), in connection with our acquisition (the “Asset Acquisition”) of Damora, which closed on November10, 2025. The Private Placement Preferred Shares wereissued and sold to accredited investors in a private placement (the “PIPE” and, together with the Asset Acquisition, the “Transactions”), which closed on November12,2025. We are not offering or selling any Resale Shares under this prospectus and will not receive any of the proceeds from the sale or other disposition of Resale Sharesby the Selling Stockholders. The Selling Stockholders may sell the Resale Shares on any national securities exchange or quotation service on which the securities may be listed or quoted at the timeof sale, on the over-the-counter market, in one or more transactions otherwise than on these exchanges or systems, such as privately negotiated transactions, or using acombination of these methods, and at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiatedprices. See the disclosure under the heading “Plan of Distribution” elsewhere in this prospectus for more information about how the Selling Stockholders may sell orotherwise dispose of their Resale Shares hereunder. The Selling Stockholders may sell any, all or none of the securities offered by this prospectus and we do not know when or in what amount the Selling Stockholders maysell their Resale Shares hereunder following the effective date of the registration statement of which this prospectus forms a part. You should carefully read this prospectus and any applicable prospectus supplement, as well as any documents incorporated by reference herein or therein, before youinvest in any of the securities being offered. Our Common Stock is traded on the Nasdaq Capital Market under the symbol “GLTO.” On December15, 2025, the last reported sales price for our Common Stock was$31.60 per share. An investment in our securities involves a high degree of risk. You should carefully consider the information under the heading “Risk Factors”beginning on page 51 of this prospectus and any applicable prospectus supplement, and under similar headings in the other documents that areincorporated by reference into this prospectus. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense. The securities are not being offered in any jurisdiction where the offer is not permitted. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSCAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYRISK FACTORSINCORPORATION OF INFORMATION BY REFERENCEUSE OF PROCEEDSSELLING STOCKHOLDERS DESCRIPTION OF CAPITAL STOCK Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the SEC using a “shelf” registration pro