10/06/2022 | Press release | Distributed by Public on 10/06/2022 10:22
TABLE OF CONTENTS
Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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TABLE OF CONTENTS
1.
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To elect the eleven (11) nominees for director named in the accompanying proxy statement to hold office until the 2023 annual meeting of our stockholders.
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2.
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To ratify the selection by the Audit Committee of the Board of Directors of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.
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3.
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To authorize and approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of more than 20% of our issued and outstanding shares of common stock in connection with our line of credit provided by Richard E. Uihlein, our Chairman of the Board of Directors. The number of shares to be issued includes a maximum of 20,000,000 common shares in exchange for $60,000,000 for the principal of the line of credit, 1,700,000 of common shares for stock purchase warrants issued in connection with the line of credit, and common shares issuable in exchange for accrued interest on the line of credit.
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4.
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To vote on a non-binding advisory resolution to approve executive compensation.
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5.
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To transact such other business as may properly come before the meeting or any adjournments of the 2022 Annual Meeting.
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Sincerely yours,
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Joel Lewis
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President and Chief Executive Officer
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Time:
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11:00 a.m. Eastern Standard Time on Thursday, December 1, 2022; Online access begins at 10:45 a.m. on December 1, 2022.
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Place:
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The Annual Meeting will be held virtually via the internet, at www.virtualshareholdermeeting.com/GALT2022.
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Items of Business:
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1.
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To elect the eleven (11) nominees for director named in the proxy statement accompanying this Notice to serve until our 2023 annual meeting of stockholders.
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2.
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To ratify the selection by the Audit Committee of the Board of Directors of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.
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3.
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To authorize and approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of more than 20% of our issued and outstanding shares of common stock in connection with our line of credit provided by Richard E. Uihlein, our Chairman of the Board of Directors. The number of shares to be issued includes a maximum of 20,000,000 common shares in exchange for $60,000,000 for the principal of the line of credit, 1,700,000 of common shares for stock purchase warrants issued in connection with the line of credit, and common shares issuable in exchange for accrued interest on the line of credit.
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4.
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To vote on a non-binding advisory resolution to approve executive compensation.
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5.
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To transact such other business as may properly come before the meeting or any adjournments of the 2021 Annual Meeting.
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Who Can Vote:
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You can vote if you were a stockholder of record of our Common Stock or our Series A 12% Convertible Preferred Stock, as of the close of business on October 10, 2022.
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Proxy Materials:
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You may access our Annual Report and this Notice and proxy statement at www.proxyvote.com and on our website at www.galectintherapeutics.com. Instructions on how to obtain a paper copies of the proxy materials are on page 0 of this notice.
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Date of Mailing:
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This Notice, the proxy statement and the form of proxy are first being made available to stockholders on or about October 14, 2022.
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By Order of the Board of Directors
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Jack W. Callicutt
Chief Financial Officer and
Corporate Secretary
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Page
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PROXY STATEMENT FOR 2022 ANNUAL MEETING OF STOCKHOLDERS To Be Held on December 1, 2022
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1
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
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2
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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7
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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9
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PROPOSAL NO. 1 ELECTION OF DIRECTORS
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10
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EXECUTIVE OFFICERS
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14
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CORPORATE GOVERNANCE
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14
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DIRECTOR COMPENSATION
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22
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EXECUTIVE COMPENSATION
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24
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SUMMARY COMPENSATION TABLE
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29
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2021
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30
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PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
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34
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FEES PAID TO CHERRY BEKAERT LLP
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34
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PROPOSAL NO. 3 TO AUTHORIZE AND APPROVE, FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635, THE ISSUANCE OF MORE THAN 20% OF OUR ISSUED AND OUTSTANDING SHARES OF COMMON STOCK IN CONNECTION WITH OUR LINE OF CREDIT PROVIDED BY RICHARD E. UIHLEIN, OUR CHAIRMAN OF THE BOARD OF DIRECTORS.
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35
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PROPOSAL NO. 4 TO VOTE ON A NON-BINDING ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.
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38
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PROPOSALS OF STOCKHOLDERS
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39
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ANNUAL REPORT
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40
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HOW TO ATTEND THE 2022 ANNUAL MEETING
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41
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TABLE OF CONTENTS
1.
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To elect the eleven nominees named in this proxy statement for director to hold office until the 2023 annual meeting of our stockholders.
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2.
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To ratify the selection by the Audit Committee of the Board of Directors of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.
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3.
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To authorize and approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of more than 20% of our issued and outstanding shares of common stock in connection with our line of credit provided by Richard E. Uihlein, our Chairman of the Board of Directors. The number of shares to be issued includes a maximum of 20,000,000 common shares in exchange for $60,000,000 for the principal of the line of credit, 1,700,000 of common shares for stock purchase warrants issued in connection with the line of credit, and common shares issuable in exchange for accrued interest on the line of credit.
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4.
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To vote on a non-binding advisory resolution to approve executive compensation.
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5.
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To transact such other business as may properly come before the meeting or any adjournments of the 2021 Annual Meeting.
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•
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59,426,005 shares of common stock, par value $0.001 per share ("Common Stock")
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1,260,000 shares of Series A 12% Convertible Preferred Stock, par value $0.01 per share ("Series A Preferred Stock").
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1.
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You may vote by mail. You may vote by completing and signing the proxy card enclosed with this proxy statement (or by requesting a paper copy of the materials if you only received an electronic version) and promptly mailing it in the enclosed postage-prepaid envelope. You do not need to put a stamp on the enclosed envelope if you mail it from the United States. The shares you own will be voted according to your instructions on the proxy card you mail. If you return the proxy card, but do not give any instructions on a particular matter described in this proxy statement, the shares you own will be voted in accordance with the recommendations of our Board of Directors.
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2.
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You may vote by Internet prior to the 2022 Annual Meeting. You may vote over the Internet as instructed on the proxy card enclosed with this proxy statement and accessing www.proxyvote.com. The shares you own will be voted according to your instructions on the proxy card submitted electronically. If you return the proxy card, but do not give any instructions on a particular matter described in this proxy statement, the shares you own will be voted in accordance with the recommendations of our Board of Directors.
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3.
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You may vote during the 2022 Annual Meeting. If you attend the 2022 Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/GALT2022 at 11:00 a.m. Eastern Standard Time on December 1, 2022, you may vote during the 2022 Annual Meeting. You will need the 16-digit control number included on your notice of Internet availability of the proxy materials, on your proxy card or on the instructions that accompanied your proxy materials.
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•
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signing another proxy with a later date;
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giving our Corporate Secretary, Jack W. Callicutt, written notice to that effect. He may be contacted at 4960 Peachtree Industrial Blvd., Suite 240, Norcross, GA 30071; telephone: 678-620-3186; e-mail: [email protected];
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voting again prior to the time at which the Internet voting facilities close by following the procedures applicable to that method of voting, as directed on the enclosed proxy card; or
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attending the 2022 Annual Meeting virtually via the Internet and voting during the meeting.
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TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
Name and Address(1)
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Shares of
Common
Stock
Beneficially
Owned(2)
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Percent of
Common
Stock(3)
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Shares of
Series A
Preferred
Stock
Beneficially
Owned
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Percent of
Series A
Preferred
Stock(4)
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5% Stockholders
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James C. Czirr
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12,985,601(5)
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19.8%
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100,000
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7.9%
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10X Fund, L.P.(9)
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11,901,193(6)
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18.3%
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-
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-
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David Smith(8)
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-
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-
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175,000
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13.9%
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Early Equities LLC(10)
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-
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-
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100,000(8)
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7.9%
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Richard E. Uihlein(12)
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16,884,827(13)
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24.7%
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-
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-
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Directors, New Director Nominee and Other Named Executive Officers
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Gilbert F. Amelio, Ph.D.
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175,614
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*
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-
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-
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James C. Czirr
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12,985,601(5)
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19.8 %
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100,000
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7.9%
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Kary Eldred
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951,575(14)
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1.6 %
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-
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Kevin Freeman
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967,692(11)
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1.6 %
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-
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Joel Lewis
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965,533
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1.6%
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-
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-
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Gilbert S. Omenn, M.D., Ph.D.
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300,990
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*
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50,000
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3.8%
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Marc Rubin, M.D.
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158,146
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*
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-
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-
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Elissa J. Schwartz, Ph.D.
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41,000
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*
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-
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-
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Harold H. Shlevin, Ph.D.
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441,706
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*
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-
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-
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Richard E. Uihlein
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16,884,827(13)
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24.7 %
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-
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-
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Richard A. Zordani
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70,353
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*
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-
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-
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Pol F. Boudes, M.D.
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170,000
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*
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-
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-
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Jack W. Callicutt
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368,905
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*
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-
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-
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All executive officers and directors as a group (13 persons)
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34,481,942(7)
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44.7%
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150,000
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11.7%
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*
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Less than 1%.
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(1)
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Except as otherwise indicated, the address for each named person is c/o Galectin Therapeutics Inc., 4960 Peachtree Industrial Blvd., Suite 240, Norcross, GA 30071.
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(2)
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Includes the following number of shares of our Common Stock issuable upon exercise of outstanding stock options granted to our named executive officers and directors that are exercisable within 60 days after September 1, 2022.
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Directors, Nominees and Named Executive Officers
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Options Exercisable Within 60 Days
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Gilbert F. Amelio, Ph.D.
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115,000
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James C. Czirr
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295,125
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Kary Eldred
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141,875
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Kevin Freeman
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219,839
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Joel Lewis
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365,916
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Gilbert S. Omenn, M.D., Ph.D.
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218,750
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Marc Rubin, M.D.
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144,565
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Harold Shlevin, Ph.D.
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433,000
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Richard E. Uihlein
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106,362
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Pol F. Boudes, M.D.
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170,000
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Jack Callicutt
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364,905
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All executive officers and directors as a group
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2,655,138
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(3)
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For each named person and group included in this table, percentage ownership of our Common Stock is calculated by dividing the number of shares of our Common Stock beneficially owned by such person or group by the sum of (i) 59,395,805 shares of our Common Stock outstanding as of September 1, 2022 and (ii) the number of shares of our Common Stock that such person has the right to acquire within 60 days after September 1, 2022.
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(4)
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Based on 1,260,000 shares of Series A preferred stock outstanding as of September 1, 2022.
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(5)
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Includes (i) 6,168,940 common shares, and (ii) 5,732,253 common shares issuable upon exercise of warrants, as to which Mr. Czirr, in his capacity as a managing member of 10X Capital Management Fund, LLC, a Florida limited liability company and general partner of 10X Fund (referred to herein as 10X Management) has shared voting and investment power, and disclaims beneficial ownership; also includes 772,616 shares of Common Stock owned by Mr. Czirr, 295,125 shares issuable upon the exercise of vested stock options owned by Mr. Czirr, and 16,667 shares of our Common Stock issuable upon conversion of Series A preferred stock owned by Mr. Czirr.
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(6)
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Includes (i) 6,168,940 common shares, and (ii) 5,732,253 common shares issuable upon exercise of warrants.
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(7)
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Includes (i) 5,732,253 common shares issuable upon exercise of warrants and (ii) 6,168,940 common shares owned by 10X Fund, as to which Mr. Czirr has voting and investment control but are counted one time for purposes of this total. For additional information about the beneficial ownership of our capital stock by Mr. Czirr, see note 5.
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(8)
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Mr. Smith is the manager of Early Equities LLC, a Connecticut limited liability company, and may be deemed to have voting and investment control over, but disclaims beneficial ownership of, the shares of Series A preferred stock.
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(9)
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Contact: c/o 10X Capital Management, LLC at Davis Gillett Mottern & Sims LLC attn: Bob Mottern 545 Dutch Valley Road, N.E., Suite A, Atlanta, GA 30309.
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(10)
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Contact: c/o David Smith 34 Shorehaven Road E., Norwalk, CT 06855.
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(11)
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Includes 567,952 shares of the Company's Common Stock and warrants for the purchase of 75,432 shares of the Company's Common Stock managed by Cross Consulting and Services, LLC, a Texas limited liability company, d/b/a Freeman Global Investment Counsel. Mr. Freeman, in his capacity as CEO of Freeman Global Investment Counsel, has voting and investment control over, but disclaims beneficial ownership of, these shares.
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(12)
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Contact: c/o Uline Corporation, 12575 Uline Drive, Pleasant Prairie, WI 53158
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(13)
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Includes (i) 7,942,869 shares of common stock, (ii) 3,136,384 common shares issuable upon the exercise of Common Stock purchase warrants, (iii) 5,615,878 common shares issuable upon conversion of notes payable, (iv) 83,334 common shares issuable upon conversion of Series C preferred non-voting stock, and (v) 106,362 common shares issuable upon the exercise of common stock options.
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(14)
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Includes 44,915 shares of Common Stock and 16,869 Common Stock purchase warrants personally owned by Mr. Eldred, 431,527 shares of Common Stock and 311,964 Common Stock purchase warrants owned by two private foundations over which Mr. Eldred shares management control, and 4,425 shares of Common Stock held in a trust or for a minor child; however, Mr. Eldred disclaims beneficial ownership of the shares and warrants owned by such private foundations or trusts.
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TABLE OF CONTENTS
Name of Filer
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Number of Late Reports
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Number of Late Transactions
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Gilbert Amelio
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1
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1
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James Czirr / 10X Fund L.P.
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5
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7
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Richard Zordani
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1
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1
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Elissa Schwartz
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1
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1
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Name
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Age
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Director Since
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Gilbert F. Amelio, Ph.D.(2)(3)
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79
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2009
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James C. Czirr
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68
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2009
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Kary Eldred(1)
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48
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2018
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Kevin D. Freeman(1)(2)(3)
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61
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2011
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Joel Lewis
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52
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2017
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Gilbert S. Omenn, M.D., Ph.D.(2)
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81
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2014
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Marc Rubin, M.D.(3)
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67
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2011
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Elissa J. Schwartz, Ph.D.
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52
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2020
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Harold H. Shlevin, Ph.D.
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73
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2019
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Richard E. Uihlein, Chairman
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77
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2017
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Richard A. Zordani(1)
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50
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2020
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(1)
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Member of audit committee
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(2)
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Member of compensation committee
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(3)
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Member of nominating and governance committee
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•
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Use of multiple compensation vehicles that provide a balance of long- and short-term incentives with fixed and variable components; and
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•
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Equity incentive awards that generally vest over several years, so while the potential compensation payable for equity incentive awards is tied directly to appreciation of our stock price, taking excessive risk for a short-term gain is discouraged because it would not maximize the value of equity incentive awards over the long-term.
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TABLE OF CONTENTS
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Board Diversity Matrix
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Total Number of Directors
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Eleven(11)
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Female
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Male
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Non-Binary
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Did Not Disclose
Gender
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Part I: Gender Identity
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Directors
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1
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10
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Part II: Demographic Background
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African American or Black
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Alaskan Native or Native American
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1*
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Asian
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Asian American
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Hispanic or Latinx
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Native Hawaiian or Pacific Islander
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White
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1
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9*
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Two or More Races or Ethnicities
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LGBTQ+
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Did Not Disclose Demographic Background
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1
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*
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One of our directors identify as belonging to "Two or More Races or Ethnicities" within the Nasdaq Diversity Rules.
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Richard A. Zordani, Chair
Kevin D. Freeman
Kary Eldred
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Name
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Fees Earned
or Paid in
Cash ($)
|
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Restricted
Stock
Awards
($)(1)
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Option
Awards
($)(2)
|
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Non-Equity
Incentive Plan
Compensation
($)
|
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All Other
Compensation
($)(3)
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Total
($)
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Gilbert F. Amelio, Ph.D.
|
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47,000
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-
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171,800
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-
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-
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218,800
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James C. Czirr
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38,500
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-
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171,800
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| |
-
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-
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210,300
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Kary Eldred
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42,500
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-
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171,800
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| |
-
|
| |
-
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214,300
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Kevin D. Freeman
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51,000
|
| |
-
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| |
171,800
|
| |
-
|
| |
-
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| |
222,800
|
Gilbert S. Omenn, M.D., Ph.D.
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45,000
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| |
-
|
| |
171,800
|
| |
-
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| |
-
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| |
216,800
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Marc Rubin, M.D.
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38,500
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| |
-
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171,800
|
| |
-
|
| |
-
|
| |
210,300
|
Elissa J. Schwartz, Ph.D.
|
| |
35,000
|
| |
-
|
| |
171,800
|
| |
-
|
| |
-
|
| |
206,800
|
Harold H. Shlevin, Ph.D.
|
| |
35,000
|
| |
-
|
| |
171,800
|
| |
-
|
| |
-
|
| |
206,800
|
Richard Uihlein
|
| |
-
|
| |
35,000
|
| |
171,800
|
| |
-
|
| |
-
|
| |
206,800
|
Richard A. Zordani
|
| |
50,000
|
| |
-
|
| |
171,800
|
| |
-
|
| |
-
|
| |
221,800
|
(1)
|
Mr. Uihlein elected to receive restricted stock in lieu of cash retainer for their service. The restricted shares vested in full on December 31, 2021
|
(2)
|
Represents the grant date fair value of option awards based upon the Black Scholes valuation model made in 2021. Two option grants were made on March 25, 2021. Each non-employee director received one grant of 40,000 options which will vest in full on March 31, 2022. Each non-employee director also received one grant of 70,000 options which will vest 100% when the Company has received the interim results of the NAVIGATE clinical trial and makes a public announcement that it has received the interim results. For a description of the assumptions used to determine these amounts, see Note 9 to the Notes to the Consolidated Financial Statements herein our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
|
(3)
|
Excludes travel expense reimbursements.
|
Name
|
| |
Number of
Shares Subject
to Option
Awards Held as of
December 31,
2021
|
Gilbert F. Amelio, Ph.D.
|
| |
185,000
|
James C. Czirr
|
| |
365,125
|
Kary Eldred
|
| |
211,875
|
Kevin D. Freeman
|
| |
289,839
|
Gilbert S. Omenn, M.D., Ph.D.
|
| |
288,750
|
Marc Rubin, M.D.
|
| |
214,565
|
Elissa J. Schwartz, Ph.D.
|
| |
110,000
|
Harold H. Shlevin, Ph.D.
|
| |
503,000
|
Richard Uihlein
|
| |
176,362
|
Richard A. Zordani
|
| |
110,000
|
TOTAL
|
| |
2,454,516
|
TABLE OF CONTENTS
Plan Category
|
| |
Number of Securities
to be issued upon
exercise of
outstanding options
|
| |
Weighted-
average
exercise price of
outstanding
options
|
| |
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
|
Equity compensation plans approved by security holders
|
| |
4,895,561
|
| |
$3.14
|
| |
3,266,179
|
TABLE OF CONTENTS
Name
|
| |
Title
|
Joel Lewis
|
| |
Chief Executive Officer and President
|
Pol F. Boudes, M.D.
|
| |
Chief Medical Officer
|
Jack W. Callicutt
|
| |
Chief Financial Officer
|
•
|
provide competitive compensation that will help attract, retain and reward qualified executives;
|
•
|
align executives' interests with our success by making a portion of the executive's compensation dependent upon corporate performance; and
|
•
|
align executives' interests with the interests of stockholders by including long-term equity incentives.
|
TABLE OF CONTENTS
•
|
base salary;
|
•
|
performance and retention bonuses;
|
•
|
long-term compensation in the form of equity-based awards.
|
Name
|
| |
2021 Base Salary
|
| |
2020 Base Salary
|
Joel Lewis
|
| |
$500,000(3)
|
| |
$500,000(1)(3)
|
Pol F. Boudes, M.D.
|
| |
$455,000
|
| |
$440,500(2)
|
Jack W. Callicutt
|
| |
$302,100
|
| |
$302,100
|
(1)
|
Mr. Lewis became our President and Chief Executive Officer on September 2, 2020.
|
(2)
|
Dr. Boudes became our Chief Medical Officer on March 3, 2020.
|
(3)
|
Pursuant to Mr. Lewis's Employment Agreement and Deferred Stock Unit Agreement, 20% of Mr. Lewis' base salary will be paid in cash and 80% will be paid in the form of deferred-stock units in accordance with the terms and subject to the provisions of the DSU Agreement.
|
TABLE OF CONTENTS
Name
|
| |
Performance Bonus
Amount
|
| |
Awarded Amount
As % of Base Salary
|
Joel Lewis
|
| |
$250,000(1)
|
| |
50%
|
Pol F. Boudes, M.D.
|
| |
$136,500
|
| |
30%
|
Jack W. Callicutt
|
| |
$90,630
|
| |
30%
|
(1)
|
Pursuant to Mr. Lewis's Employment Agreement and Deferred Stock Unit Agreement, 20% of Mr. Lewis' bonus will be paid in cash and 80% will be paid in the form of deferred-stock units in accordance with the terms and subject to the provisions of the DSU Agreement
|
Name
|
| |
Grant Date
|
| |
Number of Securities
Underlying Options
|
| |
Exercise Price
|
Joel Lewis
|
| |
3/25/2021
|
| |
70,000
|
| |
$2.11
|
Joel Lewis
|
| |
3/25/2021
|
| |
140,000
|
| |
$2.11
|
Pol Boudes, M.D.
|
| |
3/25/2021
|
| |
50,000
|
| |
$2.11
|
Pol Boudes, M.D.
|
| |
3/25/2021
|
| |
100,000
|
| |
$2.11
|
Jack W. Callicutt
|
| |
3/25/2021
|
| |
50,000
|
| |
$2.11
|
Jack W. Callicutt
|
| |
3/25/2021
|
| |
100,000
|
| |
$2.11
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
Name and Principal Position
|
| |
Year
|
| |
Salary
($)
|
| |
Bonus
($)
|
| |
Option
Award
($) (1)
|
| |
All Other
Compensation
($)
|
| |
Total
($)
|
Joel Lewis,
Chief Executive Officer & President
|
| |
2021(2)
|
| |
500,000
|
| |
250,000
|
| |
329,177
|
| |
88,444(3)
|
| |
1,167,621
|
|
2020(4)
|
| |
164,773
|
| |
75,000
|
| |
486,125
|
| |
27,660(5)
|
| |
753,558
|
||
Pol F. Boudes, M.D.,
Chief Medical Officer
|
| |
2021(6)
|
| |
452,583
|
| |
136,500
|
| |
235,126
|
| |
99,474(7)
|
| |
923,683
|
|
2020(8)
|
| |
367,083
|
| |
210,000
|
| |
419,460
|
| |
85,938(9)
|
| |
1,082,481
|
||
Jack W. Callicutt,
Chief Financial Officer
|
| |
2021(10)
|
| |
302,100
|
| |
90,630
|
| |
235,126
|
| |
78,062(11)
|
| |
705,918
|
|
2020(12)
|
| |
300,675
|
| |
236,050
|
| |
110,190
|
| |
73,457(13)
|
| |
720,372
|
(1)
|
Represents the aggregate grant date fair value of option awards made during 2021 and 2020 computed in accordance with the Stock Compensation Topic of the FASB ASC, as modified of supplemented. Fair value was calculated using the Black-Scholes options pricing model. For a description of the assumptions used to determine these amounts, see Note 7 of the Notes to the Consolidated Financial Statements in our Annual Reports on Form 10-K (or Form 10-K/A, as applicable) for the fiscal years ended December 31, 2021 and 2020.
|
(2)
|
Mr. Lewis's performance bonus for 2021 was approved in January 2022. Pursuant to his employment agreement 20% of his salary and bonus are paid in cash and 80% are in deferred stock units.
|
(3)
|
Includes $76,844 for health and other insurance and $11,600 for 401(k) plan contributions.
|
(4)
|
Mr. Lewis became our Chief Executive Officer and President effective September 2, 2020, and his performance bonus was prorated for 2020 and paid in March 2021. Pursuant to his employment agreement, 20% his salary and bonus are paid in cash and 80% are in deferred stock units.
|
(5)
|
Includes $25,419 for health and other insurance and $2,341 for 401(k) plan contributions.
|
(6)
|
Dr. Boudes' performance bonus for 2021 was paid in February 2022.
|
(7)
|
Includes $87,874 for health and other insurance and $11,600 for 401(k) plan contributions.
|
(8)
|
Dr. Boudes became our Chief Medical Officer effective March 2, 2020. He was paid a $100,000 bonus upon joining the Company. His performance bonus of $110,000 was prorated for 2020 and paid in March 2021.
|
(9)
|
Includes $74,538 for health and other insurance and $11,400 for 401(k) plan contributions.
|
(10)
|
Mr. Callicutt's performance bonus for 2021 was paid in February 2022.
|
(11)
|
Includes $66,462 for health and other insurance and $11,600 for 401(k) plan contributions.
|
(12)
|
Mr. Callicutt's bonus amount in 2020 consisted of $75,525 retention bonuses paid in July 2020 and January 2021 and $85,000 performance bonus earned in 2020 which was paid in March 2021.
|
(13)
|
Includes $62,057 for health and other insurance and $11,400 for 401(k) plan contributions.
|
TABLE OF CONTENTS
| |
Option Awards
|
| |
Stock Awards
|
||||||||||||||||||||||
Name
|
| |
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
| |
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)
|
| |
Market
Value of
Shares
or Units
of Stock
That
Have Not
Vested
($)
|
| |
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not
Vested
(#)
|
| |
Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)
|
Joel Lewis
|
| |
54,250(1)
|
| |
-
|
| | | |
2.39
|
| |
12/14/2027
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
|
|
35,000(2)
|
| |
-
|
| | | |
4.72
|
| |
01/16/2029
|
| | | | | | | | |||||||
|
40,000(3)
|
| |
-
|
| | | |
2.86
|
| |
01/09/2030
|
| | | | | | | | |||||||
|
104,166(4)
|
| |
145,834(4)
|
| | | |
2.65
|
| |
08/31/2030
|
| | | | | | | | |||||||
|
17,500(5)
|
| |
52,500(5)
|
| | | |
2.11
|
| |
03/25/2031
|
| | | | | | | | |||||||
|
-
|
| |
140,000(6)
|
| | | |
2.11
|
| |
03/25/2031
|
| | | | | | | | |||||||
Pol F. Boudes, M.D.
|
| |
60,000(7)
|
| |
240,000(7)
|
| | | |
1.75
|
| |
03/12/2030
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
|
|
12,500(5)
|
| |
37,500(5)
|
| | | |
2.11
|
| |
03/25/2031
|
| | | | | | | | |||||||
|
-
|
| |
100,000(6)
|
| | | |
2.11
|
| |
03/25/2031
|
| | | | | | | | |||||||
Jack W. Callicutt
|
| |
26,000(8)
|
| |
-
|
| | | |
13.38
|
| |
01/21/2024
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
|
|
8,706(9)
|
| |
-
|
| | | |
1.37
|
| |
01/20/2026
|
| | | | | | | | |||||||
|
90,000(10)
|
| |
-
|
| | | |
5.87
|
| |
01/15/2028
|
| | | | | | | | |||||||
|
90,000(11)
|
| |
-
|
| | | |
4.16
|
| |
05/22/2028
|
| | | | | | | | |||||||
|
50,000(12)
|
| |
-
|
| | | |
4.72
|
| |
01/16/2029
|
| | | | | | | | |||||||
|
50,000(13)
|
| |
-
|
| | | |
2.86
|
| |
01/09/2030
|
| | | | | | | | |||||||
|
12,500(5)
|
| |
37,500(5)
|
| | | |
2.11
|
| |
03/25/2031
|
| | | | | | | | |||||||
|
-
|
| |
100,000(6)
|
| | | |
2.11
|
| |
03/25/2031
|
| | | | | | | |
(1)
|
100% of the options vested in full on December 14, 2018.
|
(2)
|
100% of the options vested in full on January 16, 2020.
|
(3)
|
100% of the options vested in full on December 31, 2020.
|
(4)
|
One-twelfth of the total options vest quarterly from August 31, 2020, which was the grant date.
|
(5)
|
25% of the options vested on September 30, 2021, 25% vest on March 31, 2022, 25% vest on September 30, 2022, 25% vest on March 31, 2023.
|
(6)
|
100% of the options vest when the Company has received the interim results of the NAVIGATE clinical trial and makes a public announcement that it has received the interim results.
|
(7)
|
20% of the options vest on each of March 2, 2021, March 2, 2022, and March 2023 and 40% of the options vest on March 2, 2024.
|
(8)
|
25% of the options vested on January 21, 2014, the grant date with the remainder vested ratably on a monthly basis over a three-year period.
|
(9)
|
25% of the options vested on January 29, 2015, the grant date with the remainder vested ratably on a monthly basis over a three-year period.
|
(10)
|
25% of the options vested on January 15, 2018 (grant date), 25% vested on June 30, 2018, and 50% vested on December 31, 2018.
|
(11)
|
25% of the options vested on June 30, 2018, 25% vested on September 30, 2018, and 50% vested on December 31, 2018.
|
(12)
|
25% of the options vested on June 30, 2019, 25% vested on December 31, 2019, 25% vested on June 30, 2020, and 25% vested on December 31, 2020.
|
(13)
|
25% of the options vested on June 30, 2020, 25% vested on December 31, 2020, 25% vested on June 30, 2021, and 25% vested on December 31, 2021.
|
TABLE OF CONTENTS
(1)
|
the acquisition of beneficial ownership of 50% or more of either the value of then outstanding equity securities of the Company or the combined voting power of our securities, except for any acquisition directly from us, any acquisition by us or any person that owns a controlling interest in the Company, or any acquisition by any of our employee benefit plans;
|
(2)
|
during any period of three (3) consecutive years, a majority of the Board is no longer comprised of individuals who, as of the beginning of that period, constituted our Board and individuals whose nomination for election was approved by the Board;
|
(3)
|
a reorganization, merger, statutory share exchange or consolidation or similar transaction, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or equity of another entity by the Company, in each case unless (i) substantially all of the owners, respectively, of our outstanding shares of common stock or the combined voting power of our securities immediately before the transaction beneficially own more than 50% of, respectively, the common stock and the combined voting power of the securities of the resulting corporation, in substantially the same proportions as their ownership immediately prior to the transaction, (ii) no person owns 50% of, respectively, the common stock and the combined voting power of the securities of the resulting corporation, unless such ownership existed prior to the transaction and (iii) at least a majority of the members of the board of directors of the resulting entity were members of the Board of Directors of the Company at the time of the execution of the initial agreement or of the action of the Board providing for such transaction ; or
|
(4)
|
approval by the stockholders of a complete liquidation or dissolution of the Company.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
| |
Fiscal Year
2021
|
| |
Fiscal Year
2020
|
|
Audit Fees(1)
|
| |
$143,000
|
| |
$135,000
|
Audit-Related Fees(2)
|
| |
8,500
|
| |
14,323
|
Tax Fees
|
| |
33,275
|
| |
17,000
|
All Other Fees
|
| |
-
|
| |
-
|
Total Fees
|
| |
$184,775
|
| |
$166,323
|
(1)
|
Audit Fees. These are fees for professional services for the audit of our annual financial statements dated December 31, 2021 and 2020 included inour Annual Reports on Form 10-K for fiscal years then ended, and review of financial statements included in our Quarterly Reports on Form 10-Q for each fiscal quarter during the 2021 and 2020 fiscal years.
|
(2)
|
Audit-Related Fees. These are fees for assurance and related services that are reasonably related to the performance of the audit or review of ourfinancial statements, including financial disclosures made in our equity finance documentation and registration statements filed with the SEC that incorporate financial statements and the auditors' report thereon and reviewed with our Audit Committee on financial accounting/reporting standards. The Audit Committee has considered whether the provision of non-core audit services to Galectin Therapeutics by Cherry Bekaert LLP is compatible with maintaining independence.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
| |
September 2022 AFR of 3.01%
(Scenario A)
|
| |
Assuming AFR increases to 7%
(Scenario B)
|
|
Shares issuable with respect to:
|
| | | | ||
Conversion of Principal
|
| |
20,000,000
|
| |
20,000,000
|
Conversion of Accrued Interest
|
| |
3,753,496
|
| |
8,628,107
|
Exercise of Warrants
|
| |
1,700,000
|
| |
1,700,000
|
Total
|
| |
25,453,469
|
| |
30,328,107
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
| |
By Order of the Board of Directors
|
|
| |
|
|
| |
Jack W. Callicutt
Chief Financial Officer and
Corporate Secretary
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS