Amendment: SEC Form SCHEDULE 13D/A filed by Galecto Inc.
$GLTO
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
Galecto, Inc. (Name of Issuer) |
Common Stock, par value $0.00001 per share (Title of Class of Securities) |
36322Q206 (CUSIP Number) |
Ms. Erin O'Connor Fairmount Funds Management LLC, 200 Barr Harbor Drive, Suite 400 West Conshohocken, PA, 19428 (267) 262-5300 Ryan A. Murr, Esq. Gibson, Dunn & Crutcher LLP, One Embarcadero Center, Suite 2600 San Francisco, CA, 94111 (415) 393-8373 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/09/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 36322Q206 |
| 1 |
Name of reporting person
Fairmount Funds Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,713,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
The securities include (i) 5,809,000 shares of common stock, par value $0.00001 per share ("Common Stock"), directly held by Fairmount Healthcare Fund II L.P. ("Fund II") and (ii) 2,904,000 shares of Common Stock directly held by Fairmount Healthcare Co-Invest V L.P. ("Co-Invest") and exclude (i) 16,366,000 shares of Common Stock issuable upon conversion of 16,366 shares of Series B Non-Voting Convertible Preferred Stock, par value $0.00001 per share (the "Series B Preferred Stock"), directly held by Fund II, (ii) 1,148,000 shares of Common Stock issuable upon conversion of 1,148 shares of Series C Non-Voting Convertible Preferred Stock, par value $0.00001 per share (the "Series C Preferred Stock"), directly held by Fund II and (iii) 574,000 shares of Common Stock issuable upon conversion of 574 shares of Series C Preferred Stock directly held by Co-Invest. The conversion of the shares of Series B Preferred Stock and Series C Preferred Stock is each subject to a beneficial ownership limitation for the holder, together with its affiliates, of 19.99% of the outstanding shares of Common Stock. The securities excluded reflect shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock and Series C Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the outstanding shares of Common Stock, the beneficial ownership limitations with respect to each of the Series B Preferred Stock and Series C Preferred Stock will automatically reduce to 9.99%.
Row 13 is based on 43,595,335 shares of Common Stock outstanding as of February 9, 2026 as reported in the Issuer's registration statement on Form S-3ASR filed with the Securities and Exchange Commission (the "SEC") on February 9, 2026.
SCHEDULE 13D
|
| CUSIP No. | 36322Q206 |
| 1 |
Name of reporting person
Fairmount Healthcare Fund II L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,809,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.32 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The securities include 5,809,000 shares of Common Stock, and exclude (i) 16,366,000 shares of Common Stock issuable upon conversion of 16,366 shares of Series B Preferred Stock and (ii) 1,148,000 shares of Common Stock issuable upon conversion of 1,148 shares of Series C Preferred Stock. The conversion of the shares of Series B Preferred Stock and Series C Preferred Stock is each subject to a beneficial ownership limitation for the holder, together with its affiliates, of 19.99% of the outstanding shares of Common Stock. The securities excluded reflect shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock and Series C Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the outstanding shares of Common Stock, the beneficial ownership limitations with respect to each of the Series B Preferred Stock and Series C Preferred Stock will automatically reduce to 9.99%.
Row 13 is based on 43,595,335 shares of Common Stock outstanding as of February 9, 2026 as reported in the Issuer's registration statement on Form S-3ASR filed with the SEC on February 9, 2026.
SCHEDULE 13D
|
| CUSIP No. | 36322Q206 |
| 1 |
Name of reporting person
Fairmount Healthcare Co-Invest V L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,904,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.66 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The securities include 2,904,000 shares of Common Stock and exclude 574,000 shares of Common Stock issuable upon conversion of 574 shares of Series C Preferred Stock. The conversion of the shares of Series C Preferred Stock is subject to a beneficial ownership limitation for the holder, together with its affiliates, of 19.99% of the outstanding shares of Common Stock. The securities excluded reflect shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock in excess of such beneficial ownership limitation. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the outstanding shares of Common Stock, the beneficial ownership limitations with respect to the Series C Preferred Stock will automatically reduce to 9.99%.
Row 13 is based on 43,595,335 shares of Common Stock outstanding as of February 9, 2026 as reported in the Issuer's registration statement on Form S-3ASR filed with the SEC on February 9, 2026.
SCHEDULE 13D
|
| CUSIP No. | 36322Q206 |
| 1 |
Name of reporting person
Peter Evan Harwin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,713,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The securities include (i) 5,809,000 shares of Common Stock directly held by Fund II and (ii) 2,904,000 shares of Common Stock directly held by Co-Invest and exclude (i) 16,366,000 shares of Common Stock issuable upon conversion of 16,366 shares of Series B Preferred Stock directly held by Fund II, (ii) 1,148,000 shares of Common Stock issuable upon conversion of 1,148 shares of Series C Preferred Stock directly held by Fund II and (iii) 574,000 shares of Common Stock issuable upon conversion of 574 shares of Series C Preferred Stock directly held by Co-Invest. The conversion of the shares of Series B Preferred Stock and Series C Preferred Stock is each subject to a beneficial ownership limitation for the holder, together with its affiliates, of 19.99% of the outstanding shares of Common Stock. The securities excluded reflect shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock and Series C Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the outstanding shares of Common Stock, the beneficial ownership limitations with respect to each of the Series B Preferred Stock and Series C Preferred Stock will automatically reduce to 9.99%.
Row 13 is based on 43,595,335 shares of Common Stock outstanding as of February 9, 2026 as reported in the Issuer's registration statement on Form S-3ASR filed with the SEC on February 9, 2026.
SCHEDULE 13D
|
| CUSIP No. | 36322Q206 |
| 1 |
Name of reporting person
Tomas Kiselak | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SLOVAKIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,713,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The securities include (i) 5,809,000 shares of Common Stock directly held by Fund II and (ii) 2,904,000 shares of Common Stock directly held by Co-Invest and exclude (i) 16,366,000 shares of Common Stock issuable upon conversion of 16,366 shares of Series B Preferred Stock directly held by Fund II, (ii) 1,148,000 shares of Common Stock issuable upon conversion of 1,148 shares of Series C Preferred Stock directly held by Fund II and (iii) 574,000 shares of Common Stock issuable upon conversion of 574 shares of Series C Preferred Stock directly held by Co-Invest. The conversion of the shares of Series B Preferred Stock and Series C Preferred Stock is each subject to a beneficial ownership limitation for the holder, together with its affiliates, of 19.99% of the outstanding shares of Common Stock. The securities excluded reflect shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock and Series C Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the outstanding shares of Common Stock, the beneficial ownership limitations with respect to each of the Series B Preferred Stock and Series C Preferred Stock will automatically reduce to 9.99%.
Row 13 is based on 43,595,335 shares of Common Stock outstanding as of February 9, 2026 as reported in the Issuer's registration statement on Form S-3ASR filed with the SEC on February 9, 2026.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.00001 per share | |
| (b) | Name of Issuer:
Galecto, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
75 State Street, Suite 100, Boston,
MASSACHUSETTS
, 02109. | |
Item 1 Comment:
This Amendment No. 1 amends and supplements the statement on Schedule 13D originally filed with the SEC on November 17, 2025 (as amended, the "Statement" or the "Schedule 13D") by the Reporting Persons with respect to the Common Stock of Galecto, Inc. (the "Company"). Unless otherwise defined herein, capitalized terms used in this Amendment No. 1 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Statement is hereby amended and supplemented as follows:
In aggregate, the Reporting Persons have voting and dispositive power over (i) 5,809,000 shares of Common Stock directly held by Fund II and (ii) 2,904,000 shares of Common Stock directly held by Co-Invest and exclude (i) 16,366,000 shares of Common Stock issuable upon conversion of 16,366 shares of Series B Preferred Stock directly held by Fund II, (ii) 1,148,000 shares of Common Stock issuable upon conversion of 1,148 shares of Series C Preferred Stock directly held by Fund II and (iii) 574,000 shares of Common Stock issuable upon conversion of 574 shares of Series C Preferred Stock directly held by Co-Invest. The conversion of the shares of Series B Preferred Stock and Series C Preferred Stock is each subject to a beneficial ownership limitation for the holder, together with its affiliates, of 19.99% of the outstanding shares of Common Stock. The securities excluded reflect shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock and Series C Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the outstanding shares of Common Stock, the beneficial ownership limitations with respect to each of the Series B Preferred Stock and Series C Preferred Stock will automatically reduce to 9.99%. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Statement is hereby amended and supplemented as follows:
Conversion of Series C Preferred Stock
Pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of the Series C Non-Voting Convertible Preferred Stock, dated November 7, 2025 (as corrected, the "Certificate of Designation"), following stockholder approval received on February 9, 2026 of the issuance of shares of Common Stock upon conversion of the Series C Preferred Stock, each share of Series C Preferred Stock automatically converted into 1,000 shares of Common Stock, subject to beneficial ownership limitations (the "Conversion"). On February 9, 2026, 5,809 shares of Series C Preferred Stock held by Fund II and 2,904 shares of Series C Preferred Stock held by Co-Invest automatically converted into 5,809,000 shares of Common Stock and 2,904,000 shares of Common Stock, respectively.
Lock-up Agreements
The securities of the Issuer held by the Reporting Persons, including the shares of Common Stock received upon conversion of the Series C Preferred Stock, are subject to the terms a lock-up agreement entered into with the underwriters for the Issuer's public offering, pursuant to which certain of the Reporting Persons agreed, subject to certain exceptions, not to directly or indirectly sell or otherwise transfer securities of the Issuer for a period of 60 days following the date of the final prospectus supplement relating to the public offering, which was February 10, 2026.
In connection with a public offering of securities by the Company, Fund II, Co-Invest and Mr. Harwin entered into lock-up agreements with the underwriters for the offering, pursuant to which Fund II, Co-Invest and Mr. Harwin agreed, subject to certain exceptions, not to directly or indirectly sell or otherwise transfer securities of the Company for a period of 60 days following the date of the final prospectus supplement relating to the public offering, which was February 10, 2026 (the "Lock-up Agreements").
The foregoing description of the Lock-up Agreements does not purport to be
complete and is qualified in its entirety by reference to the form of the Lock-up
Agreement, which will be filed by the Company. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The percentages used in this Schedule 13D are calculated based upon 43,595,335 shares of Common Stock outstanding as of February 9, 2026 as reported in the Issuer's registration statement on Form S-3ASR filed with the SEC on February 9, 2026. | |
| (b) | The Reporting Persons' securities include (i) 5,809,000 shares of Common Stock directly held by Fund II and (ii) 2,904,000 shares of Common Stock directly held by Co-Invest and exclude (i) 16,366,000 shares of Common Stock issuable upon conversion of 16,366 shares of Series B Preferred Stock directly held by Fund II, (ii) 1,148,000 shares of Common Stock issuable upon conversion of 1,148 shares of Series C Preferred Stock directly held by Fund II and (iii) 574,000 shares of Common Stock issuable upon conversion of 574 shares of Series C Preferred Stock directly held by Co-Invest. The conversion of the shares of Series B Preferred Stock and Series C Preferred Stock is each subject to a beneficial ownership limitation for the holder, together with its affiliates, of 19.99% of the outstanding shares of Common Stock. The securities excluded reflect shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock and Series C Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the outstanding shares of Common Stock, the beneficial ownership limitations with respect to each of the Series B Preferred Stock and Series C Preferred Stock will automatically reduce to 9.99%. | |
| (c) | Other than the Conversion, the Reporting Persons have not had any transactions in the shares of Common Stock in the past 60 days. | |
| (d) | Fairmount is the investment manager or adviser to Fund II and Co-Invest and has voting and dispositive power over the shares of Common Stock held on behalf of Fund II and Co-Invest. | |
| (e) | N/A. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 of the Reporting Persons' Schedule 13D filed with the SEC on November 17, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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