Galecto Inc美股招股说明书(2026-02-10版)

Shares of Series C Preferred Stock We are offeringshares of our common stock, par value $0.00001 per share (“common stock”), and, in lieu of shares of our common stock tocertain investors,shares of our Series C non-voting convertible preferred stock, par value $0.00001 per share (“Series C Preferred Stock”).Each share of Series C Preferred Stock is convertible into 1,000 shares of our common stock at the election of the holder, unless as a result of suchconversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (established by the holder between 0%and 19.99%) of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion (the “SeriesC Beneficial Ownership Limitation”). Shares of our Series C Preferred Stock generally have no voting rights, except as required by law, andparticipatepari passu(on an as-converted basis) with any distribution of proceeds to the holders of our common stock, our Series A non-votingconvertible preferred stock, par value $0.00001 per share (“Series A Preferred Stock”), and our Series B non-voting convertible preferred stock, parvalue $0.00001 per share (“Series B Preferred Stock”), in the event of our liquidation, dissolution or winding up or the payment of a dividend onshares of our common stock (other than dividends on shares of our common stock payable in the form of common stock). Our common stock is traded on The Nasdaq Capital Market under the symbol “GLTO.” On February9, 2026, the last reported sale price per shareof our common stock was $24.00. There is no established public trading market for our Series C Preferred Stock, and we do not expect a market todevelop. In addition, we do not intend to apply for a listing of our Series C Preferred Stock on any national securities exchange. We have granted the underwriters an option to purchase up to an additionalshares of our common stock from us, at the public offering price,less underwriting discounts and commissions, within 30 days of the date of this prospectus supplement. Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertaintiesdescribed under the heading “Risk Factors” on page S-9 of this prospectus supplement and in the accompanyingprospectus, as well as those contained in the other documents that are incorporated by reference and any relatedfree writing prospectus. You should carefully read this entire prospectus supplement and the accompanyingprospectus, including any information incorporated by reference, before deciding whether to purchase shares ofour common stock or shares of our Series C Preferred Stock. The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanyingprospectus do not constitute an offer to sell these securities, and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is notpermitted.Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiesor passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to thecontrary is a criminal offense. The underwriters expect to deliver the shares of common stock and Series C Preferred Stock on or about, 2026. Table of Contents Table of Contents Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDILUTIONCERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSTHE COMPANYRISK FACTORSUSE OF PROCEEDSSECURITIES WE MAY OFFERDESCRIPTION OF SECURITIESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus form part of a registration statement on Form S-3 that we filed with the U.S. Securitiesand Exchange Commission (the “SEC”) on February10, 2026, as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of1933, as amended (the “Securities Act”), utilizing a “shelf” registration process. Under this shelf registration process, we may, from time to time, sellcommon stock and other securities, including in this offering. This document contains two parts. The first part consists of this prospectus supplement,which provides you with specific information about this offering. The second part consists of the accompanying prospectus, which provides moregeneral information, some of which may not apply to this offe