Galectin's chairman converts $105.8 million in debt into equity

Galectin Therapeutics Inc. said Richard E. Uihlein, its Chairman of the Board and largest stockholder, converted all outstanding principal and accrued interest under five of the company's line of credit facilities into common stock, effective July 31, 2026¹. The move wiped out roughly $105.8 million in total debt, including accrued interest, in exchange for 34,376,167 new shares issued to Mr. Uihlein¹.

The converted facilities span several agreements: the Line of Credit Letter Agreement dated July 25, 2022, and supplemental facilities dated March 29, 2024, November 14, 2024, March 31, 2025, and July 8, 2025¹. According to the 8-K, the debt eliminated broke down as $91.0 million in aggregate principal and approximately $14.8 million in aggregate accrued interest, totaling about $105.8 million¹.

Conversion pricing for each note followed its original terms, with the price set at no less than Nasdaq's closing price on the note's issue date and a floor of $3.00 per share, producing an overall average of about $3.07 per share across all the notes, as the conversion price was not less than the closing price of the Common Stock on The Nasdaq Capital Market on the date each Note was issued, subject to a $3.00 per share floor, with a blended average of approximately $3.07 per share¹.

A sixth facility, a December 2025 Supplemental Line of Credit Agreement providing for an additional $10,000,000, has not been drawn upon and remains untouched by the conversion¹.

After the transaction, Galectin had approximately 100,849,644 shares of common stock and 197,500 shares of Series A Voting Preferred Stock outstanding¹. Mr. Uihlein now holds about 44.3% of outstanding voting power on an actual basis, or roughly 49.3% including warrants, calculated under Rule 13d-3¹.

The shares were issued under a Securities Act exemption, and the company must register their resale within 180 days of the conversion date under existing registration rights provisions¹.