Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 05, 2014 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Trading Symbol | 'GALT | ' |
Entity Registrant Name | 'GALECTIN THERAPEUTICS INC | ' |
Entity Central Index Key | '0001133416 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 22,043,435 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $34,423 | $10,489 |
Prepaid expenses and other current assets | 87 | 198 |
Total current assets | 34,510 | 10,687 |
Property and equipment, net | 2 | 3 |
Equity method investment in Galectin Sciences, LLC | 63 | ' |
Intangible assets, net | 19 | 23 |
Total assets | 34,594 | 10,713 |
Current liabilities: | ' | ' |
Accounts payable | 665 | 762 |
Accrued expenses | 1,413 | 1,651 |
Accrued dividends payable | 69 | 73 |
Total current liabilities | 2,147 | 2,486 |
Total liabilities | 2,147 | 2,486 |
Commitments and contingencies (Note 8) | ' | ' |
Stockholders' equity: | ' | ' |
Undesignated stock, $0.01 par value; 20,000,000 shares authorized, 8,001,000 designated at June 30, 2014 and December 31, 2013 | ' | ' |
Series A 12% convertible preferred stock; 5,000,000 shares authorized, 1,402,500 issued and outstanding at June 30, 2014 and December 31, 2013, liquidation value $1,444,500 at June 30, 2014 | 567 | 587 |
Common stock, $0.001 par value; 50,000,000 shares authorized at June 30, 2014 and December 31, 2013, 22,034,792 and 18,386,900 issued and outstanding at June 30, 2014 and December 31, 2013, respectively | 22 | 18 |
Additional paid-in capital | 136,239 | 102,841 |
Accumulated deficit | -111,104 | -101,965 |
Total stockholders' equity | 25,724 | 1,481 |
Total liabilities, redeemable convertible preferred stock and stockholders' equity | 34,594 | 10,713 |
Series B-1 12% redeemable convertible preferred stock | ' | ' |
Current liabilities: | ' | ' |
Convertible preferred stock, value | 1,723 | 1,715 |
Series B-2 12% redeemable convertible preferred stock | ' | ' |
Current liabilities: | ' | ' |
Convertible preferred stock, value | 3,219 | 3,112 |
Series C super dividend convertible preferred stock | ' | ' |
Current liabilities: | ' | ' |
Convertible preferred stock, value | $1,781 | $1,919 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Undesignated stock, par value | $0.01 | $0.01 |
Undesignated stock, shares authorized | 20,000,000 | 20,000,000 |
Undesignated stock, shares designated | 8,001,000 | 8,001,000 |
Series A 12% convertible preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Series A 12% convertible preferred stock, issued | 1,402,500 | 1,402,500 |
Series A 12% convertible preferred stock, outstanding | 1,402,500 | 1,402,500 |
Series A 12% convertible preferred stock, liquidation value | $1,444,500 | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, issued | 22,034,792 | 18,386,900 |
Common stock, outstanding | 22,034,792 | 18,386,900 |
Series B-1 12% redeemable convertible preferred stock | ' | ' |
Convertible preferred stock, shares authorized | 900,000 | 900,000 |
Convertible preferred stock, issued | 900,000 | 900,000 |
Convertible preferred stock, outstanding | 900,000 | 900,000 |
Convertible preferred stock, redemption value | 1,800,000 | ' |
Convertible preferred stock, liquidation value | 1,800,000 | ' |
Series B-2 12% redeemable convertible preferred stock | ' | ' |
Convertible preferred stock, shares authorized | 2,100,000 | 2,100,000 |
Convertible preferred stock, issued | 2,100,000 | 2,100,000 |
Convertible preferred stock, outstanding | 2,100,000 | 2,100,000 |
Convertible preferred stock, redemption value | 4,200,000 | ' |
Convertible preferred stock, liquidation value | 4,200,000 | ' |
Series C super dividend convertible preferred stock | ' | ' |
Convertible preferred stock, shares authorized | 1,000 | 1,000 |
Convertible preferred stock, issued | 182 | 196 |
Convertible preferred stock, outstanding | 182 | 196 |
Convertible preferred stock, redemption value | 5,067,000 | ' |
Convertible preferred stock, liquidation value | $1,847,000 | ' |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Operating expenses: | ' | ' | ' | ' |
Research and development | $1,594 | $1,349 | $4,366 | $3,101 |
General and administrative | 1,781 | 1,198 | 3,853 | 2,654 |
Total operating expenses | 3,375 | 2,547 | 8,219 | 5,755 |
Total operating loss | -3,375 | -2,547 | -8,219 | -5,755 |
Other income (expense): | ' | ' | ' | ' |
Interest income | 13 | 3 | 17 | 8 |
Loss from equity method investment in Galectin Sciences, LLC | -67 | ' | -337 | ' |
Total other income (expense) | -54 | 3 | -320 | 8 |
Net loss | -3,429 | -2,544 | -8,539 | -5,747 |
Preferred stock dividends | -245 | -277 | -485 | -490 |
Preferred stock accretion | -57 | -57 | -115 | -113 |
Warrant modification | ' | -8,763 | ' | -8,763 |
Net loss applicable to common stockholders | ($3,731) | ($11,641) | ($9,139) | ($15,113) |
Net loss per common share - basic and diluted | ($0.17) | ($0.72) | ($0.42) | ($0.94) |
Weighted average common shares outstanding - basic and diluted | 21,983 | 16,236 | 21,570 | 16,158 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($8,539) | ($5,747) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 5 | 6 |
Stock-based compensation expense | 2,394 | 1,467 |
Loss from equity method investment in Galectin Sciences LLC | 337 | ' |
Changes in operating assets and liabilities: | ' | ' |
Prepaid expenses and other assets | 111 | 65 |
Accounts payable and accrued expenses | -339 | -145 |
Other long-term liabilities | ' | -1 |
Net cash used in operating activities | -6,031 | -4,355 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Equity method investment in Galectin Sciences LLC | -400 | ' |
Net cash used in investing activities | -400 | ' |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Net proceeds from issuance of common stock and warrants | 28,178 | ' |
Proceeds from exercise of common stock warrants and options | 2,187 | 90 |
Net cash provided by financing activities | 30,365 | 90 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 23,934 | -4,265 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 10,489 | 9,364 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 34,423 | 5,099 |
NONCASH FINANCING ACTIVITIES: | ' | ' |
Payment of preferred stock dividends in common stock | $488 | $490 |
Basis_of_Presentation
Basis of Presentation | 6 Months Ended | |
Jun. 30, 2014 | ||
Basis of Presentation | ' | |
1 | Basis of Presentation | |
Galectin Therapeutics Inc. (the “Company”) is a clinical stage biopharmaceutical company that is applying its leadership in galectin science and drug development to create new therapies for fibrotic disease and cancer. These drug candidates are based on the Company’s targeting of galectin proteins which are key mediators of biologic and pathologic function. These compounds also may have application for drugs to treat other diseases and chronic health conditions. | ||
The unaudited condensed consolidated financial statements as reported in this Quarterly Report on Form 10-Q reflect all adjustments which are, in the opinion of management, necessary to present fairly the financial position of the Company as of June 30, 2014 and the results of its operations for the three and six months ended June 30, 2014 and 2013 and its cash flows for the six months ended June 30, 2014 and 2013. All adjustments made to the interim financial statements are those of a normal and recurring nature. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date these financial statements are available to be issued. The results for interim periods are not necessarily indicative of results which may be expected for any other interim period or for the full year. The unaudited condensed consolidated financial statements of the Company should be read in conjunction with its Annual Report on Form 10-K for the year ended December 31, 2013. | ||
The Company has operated at a loss since its inception and has had no significant revenues. The Company anticipates that losses will continue for the foreseeable future. At June 30, 2014, the Company had $34.4 million of unrestricted cash and cash equivalents available to fund future operations. The Company believes that with the cash on hand at June 30, 2014, there is sufficient cash to fund currently planned operations through mid-2016. The Company’s ability to fund operations after its current cash resources are exhausted depends on its ability to obtain additional financing or achieve profitable operations, as to which no assurances can be given. Accordingly, based on the forecasts and estimates underlying the Company’s current operating plan, the financial statements do not currently include any adjustments that might be necessary if the Company is unable to continue as a going concern. | ||
The Company was founded in July 2000, was incorporated in the State of Nevada in January 2001 under the name “Pro-Pharmaceuticals, Inc.,” and changed its name to “Galectin Therapeutics Inc.” on May 26, 2011. On March 23, 2012, the Company began trading on The NASDAQ Capital Market under the symbol GALT. Immediately prior to March 23, 2012, the Company was traded on the Over-the Counter Bulletin Board (“OTCBB”) under the symbol GALT.OB. | ||
The Company is subject to a number of risks similar to those of other development-stage companies, including dependence on key individuals, uncertainty of product development and generation of revenues, dependence on outside sources of capital, risks associated with clinical trials of products, dependence on third-party collaborators for research operations, need for regulatory approval of products, risks associated with protection of intellectual property, risks associated with litigation, and competition with larger, better-capitalized companies. Successful completion of the Company’s development program and, ultimately, the attainment of profitable operations is dependent upon future events, including obtaining adequate financing to fulfill its development activities and achieving a level of revenues adequate to support the Company’s cost structure. There are no assurances that the Company will be able to obtain additional financing on favorable terms, or at all, or successfully market its products. | ||
The Company adopted Financial Accounting Standards Board, Accounting Standards Update No. 2014-10 “Development Stage Entities (Topic 915)” as of June 30, 2014. This new standard modifies financial statement presentation to eliminate the requirement to include inception-to-date information in the statements of operations and cash flows, among other provisions. |
Accrued_Expenses
Accrued Expenses | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Accrued Expenses | ' | ||||||||
2 | Accrued Expenses | ||||||||
Accrued expenses consist of the following: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Legal and accounting fees | $ | 101 | $ | 103 | |||||
Accrued compensation | 310 | 526 | |||||||
Severance agreement (Note 8) | 1,000 | 1,000 | |||||||
Other | 2 | 22 | |||||||
Total | $ | 1,413 | $ | 1,651 | |||||
StockBased_Compensation
Stock-Based Compensation | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
3 | Stock-Based Compensation | ||||||||||||||||
Following is the stock-based compensation expense related to common stock options, common stock, restricted common stock and common stock warrants: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
Research and development | $ | 221 | $ | 211 | $ | 860 | $ | 530 | |||||||||
General and administrative | 524 | 404 | 1,534 | 937 | |||||||||||||
Total stock-based compensation expense | $ | 745 | $ | 615 | $ | 2,394 | $ | 1,467 | |||||||||
The following table summarizes the stock option activity in the Company’s equity incentive plans, including non-plan grants to Company executives, from December 31, 2013 through June 30, 2014: | |||||||||||||||||
Shares | Weighted Average | ||||||||||||||||
Exercise Price | |||||||||||||||||
Outstanding, December 31, 2013 | 3,348,705 | $ | 4.7 | ||||||||||||||
Granted | 326,500 | 13.38 | |||||||||||||||
Exercised | (342,085 | ) | 1.91 | ||||||||||||||
Options forfeited/cancelled | (22,091 | ) | 3.97 | ||||||||||||||
Outstanding, June 30, 2014 | 3,311,029 | $ | 5.85 | ||||||||||||||
As of June 30, 2014, there was $5,753,000 of unrecognized compensation related to 1,229,141 unvested options, which is expected to be recognized over a weighted–average period of approximately 1.95 years. The weighted-average grant date fair value for options granted during the six months ended June 30, 2014 and 2013 was $11.38 and $3.64, respectively. The Company granted 326,500 stock options in January 2014, of which 81,625 options vested upon grant with the remaining 244,875 options vesting over 3 years. Approximately $921,000 of non-cash, stock-based compensation expense was recorded during the six months ended June 30, 2014 related to the options granted during the first quarter that were vested upon the grant date. | |||||||||||||||||
The fair value of all other options granted is determined using the Black-Scholes option-pricing model. The following weighted average assumptions were used: | |||||||||||||||||
Six Months Ended | |||||||||||||||||
June 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Risk-free interest rate | 1.58% | 0.97% | |||||||||||||||
Expected life of the options | 6.0 years | 5.5 years | |||||||||||||||
Expected volatility of the underlying stock | 114% | 116% | |||||||||||||||
Expected dividend rate | 0% | 0% | |||||||||||||||
In January 2014, the Company entered into an agreement with a consultant that provided for the grant of 3,000 shares of common stock. The Company recognized an expense of $25,000, representing the market value of the common stock, during the three months ended March 31, 2014. Pursuant to this same consulting agreement, the Company recognized an expense of $25,000 representing the grant of an additional 2,093 shares to the consultant during the three months ended June 30, 2014. |
Common_Stock_Warrants
Common Stock Warrants | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Common Stock Warrants | ' | ||||||||
4 | Common Stock Warrants | ||||||||
The following table summarizes the common stock warrant activity from December 31, 2013 through June 30, 2014: | |||||||||
Shares | Weighted Average | ||||||||
Exercise Price | |||||||||
Outstanding, December 31, 2013 | 6,035,229 | $ | 3.63 | ||||||
Granted | — | — | |||||||
Exercised | 576,734 | 3.11 | |||||||
Forfeited/cancelled | (7,500 | ) | 15 | ||||||
Outstanding, June 30, 2014 | 5,450,995 | $ | 3.66 | ||||||
Consultant Warrants | |||||||||
In January 2013, the Company entered into an agreement with a consultant that provided for the grant of warrants for the purchase of 5,000 shares of common stock at an exercise price of $2.65 per share. The following assumptions were used to value the warrants: an expected life of 3 years, volatility of 87%, risk free interest rate of 0.42% and zero dividends. The Company recognized an expense of $7,000 related to these warrants during the three months ended June 30, 2013. | |||||||||
Warrants Modification | |||||||||
On May 6, 2013, the Company modified the terms of the Class A-2 and Class B warrants that were originally issued to the 10X Fund with the Series B Preferred Stock offering. The Class B warrants were modified to allow for the cashless exercise of all 4,000,000 outstanding Class B warrants. Previously, only half of the Class B warrants allowed for cashless exercise. The Class A-2 warrants for the purchase of 1,000,000 shares of common and all of the Class B warrants had their exercisable life extended by an additional five years. In exchange for these modifications, the 10X Fund agreed to a future amendment of the Company’s Series B certificate of designation to remove the redemption provision such that the Series B Preferred Stock will no longer be redeemable, if and when the Company will no longer be required to issue Dr. Platt a promissory note as may currently be required under the separation agreement (see Note 8). Should the Company amend their Series B certificate of designation in the future as described above, the Company will be required at that time to evaluate whether such amendment is to be accounted for as a modification or an extinguishment of the Company’s Series B Preferred Stock. The Company has accounted for the modified terms of the Class A-2 and Class B warrants pursuant to ASC 718, Stock Compensation, whereby the Company has recognized a charge for the change in fair value of the warrants immediately before and immediately after the modification. For the three and six month period ended June 30, 2013, the Company recognized a charge of $8,763,000 related to the extension of the 5,000,000 warrants. The following assumptions were used to value the extension of the warrants immediately before and immediately after the modification: a) immediately before the modification—an expected life range of 0.77 to 2.01 years, volatility range of 77% to 96%, risk free interest rate range of 0.11% to 0.22% and zero dividends and; b) immediately following the modification—an expected life range of 5.78 to 7.02 years, volatility range of 113% to 122%, risk free interest rate range of 0.74% to 1.19% and zero dividends. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 6 Months Ended | |
Jun. 30, 2014 | ||
Fair Value of Financial Instruments | ' | |
5 | Fair Value of Financial Instruments | |
The Company has certain financial assets and liabilities recorded at fair value. Fair values determined by Level 1 inputs utilize observable data such as quoted prices in active markets. Fair values determined by Level 2 inputs utilize data points other than quoted prices in active markets that are observable either directly or indirectly. Fair values determined by Level 3 inputs utilize unobservable data points in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying amounts reflected in the consolidated balance sheets for cash equivalents, accounts payable and accrued expenses approximates their carrying value due to their short-term nature. There were no level 2 or level 3 assets held at fair value at June 30, 2014 or December 31, 2013. |
Loss_Per_Share
Loss Per Share | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Loss Per Share | ' | ||||||||
6 | Loss Per Share | ||||||||
Basic net loss per common share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares and other potential common shares then outstanding. Potential common shares consist of common shares issuable upon the assumed exercise of in-the-money stock options and warrants and potential common shares related to the conversion of the preferred stock. The computation of diluted net loss per share does not assume the issuance of common shares that have an anti-dilutive effect on net loss per share. | |||||||||
Dilutive shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because their affect would have been anti-dilutive are as follows: | |||||||||
June 30, 2014 | June 30, 2013 | ||||||||
(shares) | (shares) | ||||||||
Warrants to purchase shares of common stock | 5,450,995 | 7,395,908 | |||||||
Options to purchase shares of common stock | 3,311,029 | 3,552,840 | |||||||
Shares of common stock issuable upon conversion of preferred stock | 2,537,103 | 2,618,772 | |||||||
11,299,127 | 13,567,520 | ||||||||
Common_Stock
Common Stock | 6 Months Ended | |
Jun. 30, 2014 | ||
Common Stock | ' | |
7 | Common Stock | |
At Market Issuance of Common Stock | ||
On October 25, 2013, the Company entered into an At Market Issuance Sales Agreement (the “At Market Agreement”) with a sales agent under which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $30.0 million from time to time through the sales agent. Sales of the Company’s common stock through the sales agent, if any, will be made by any method that is deemed an “at the market” offering as defined by the U.S. Securities and Exchange Commission. The Company will pay to the sales agent a commission rate equal to 3.0% of the gross proceeds from the sale of any shares of common stock sold through the sales agent under the At Market Agreement. As of December 31, 2013, the Company had issued 99,942 shares of its common stock through its At Market issuance program at an average price of $9.02 per share resulting in gross proceeds of approximately $944,000. The Company incurred one time, initial legal and accounting costs of approximately $82,000 and commissions of $29,000 resulting in net proceeds of $833,000 as of December 31, 2013. In January and February 2014, the Company issued 2,663,647 shares of common stock for net proceeds of approximately $28,178,000. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended | |
Jun. 30, 2014 | ||
Commitments and Contingencies | ' | |
8 | Commitments and Contingencies | |
Separation Agreement | ||
In February 2009, the Company entered into a Separation Agreement in connection with the resignation of David Platt, Ph.D., the Company’s former Chief Executive Officer and Chairman of the Board of Directors. The Separation Agreement provides for the deferral of a $1.0 million separation payment due to Dr. Platt upon the earlier occurrence of any of the following milestone events: (i) the approval by the Food and Drug Administration for a new drug application (“NDA”) for any drug candidate or drug delivery candidate based on the Company’s GM-CT-01 technology (whether or not such technology is patented), in which case Dr. Platt is also entitled to a fully vested 10-year cashless-exercise stock option to purchase at least 83,334 shares of common stock at an exercise price not less than the fair market value of the common stock determined as of the date of grant; (ii) consummation of a transaction with a pharmaceutical company expected to result in at least $10.0 million of equity investment or $50 million of royalty revenue to the Company, in which case Dr. Platt is also entitled to stock options on the same terms to purchase at least 50,000 shares of common stock; or (iii) the renewed listing of the Company’s securities on a national securities exchange and the achievement of a market capitalization of $100 million. Payment upon the events (i) and (iii) may be deferred up to six months, and if the Company has insufficient cash at the time of any of such events, it may issue Dr. Platt a secured promissory note for such amount. If the Company files a voluntary or involuntary petition for bankruptcy, whether or not a milestone event has occurred, such event shall trigger the obligation to pay the $1.0 million with the result that Dr. Platt may assert a claim for such obligation against the bankruptcy estate. During 2011, when it became probable that the Company could be relisted on a national securities exchange and eventually reach a market capitalization of $100 million, the Company recognized the $1.0 million severance payment due to Dr. Platt and it is included in accrued expenses at June 30, 2014 and December 31, 2013. | ||
On May 2, 2012, Dr. Platt instituted an arbitration with the American Arbitration Association seeking the $1 million payment based on a claim that the milestone event in the Separation Agreement described in clause (iii) above had occurred. Although the Company had listed its common stock on the Nasdaq Capital Markets as of March 22, 2012, the market capitalization since the listing had not reached $100 million when the arbitration was heard in October 2012. On November 1, 2012, the arbitrator denied Dr. Platt’s demand in all respects. | ||
On October 12, 2012, Dr. Platt commenced a lawsuit under the Massachusetts Wage Act against Dr. Traber and Mr. McGauley who in their capacities as the Company’s Chief Executive Officer and the Company’s former Chief Financial Officer, respectively, can be held individually liable under the Wage Act for non-payment of wages. The lawsuit is based on the facts and issues raised in the arbitration regarding the payment of the $1.0 million separation payment under the Separation Agreement, and other unspecified “wages”. The statute provides that a successful claimant may be entitled to multiple damages, interest and attorney’s fees. On April 29, 2013, the Superior Court allowed Dr. Traber’s and Mr. McGauley’s motion to dismiss. On May 28, 2013, Dr. Platt filed a Notice of Appeal to appeal the Superior Court’s order allowing the defendants’ motion to dismiss. On April 14, 2014, the Appeals Court denied Dr. Platt’s appeal of the dismissal in full. | ||
On March 29, 2013, the Company instituted arbitration before the American Arbitration Association, seeking to rescind or reform the Separation Agreement discussed above. The Company claimed that Dr. Platt fraudulently induced the Company to enter into the Separation Agreement, breached his fiduciary duty to the Company, and was unduly enriched from his conduct. Along with removal of the $1.0 million milestone payment under the Separation Agreement, the Company sought repayment of all separation benefits paid to Dr. Platt to date. | ||
On August 1, 2013, the market capitalization of the Company’s common stock exceeded $100 million and the Company received a letter dated October 1, 2013, demanding payment of the $1 million. As described in the preceding paragraph, the Company had previously instituted an arbitration proceeding against Dr. Platt seeking to rescind the Separation Agreement, including the milestone payment provision, and the Company delayed payment pending the outcome of this arbitration. In June 2014, the arbitrator issued a judgment in favor of Dr. Platt. In July 2014, the Company paid the $1 million severance obligation. | ||
Securities lawsuit | ||
On July 30, 2014, the Company became aware that a class action lawsuit has been filed against Galectin Therapeutics and certain officers of the Company alleging violations of United States federal securities laws. The Company disputes the allegations in the complaint and intends to vigorously defend this lawsuit. | ||
Other Legal Proceedings | ||
The Company records accruals for such contingencies to the extent that the Company concludes that their occurrence is probable and the related damages are estimable, except as noted above. There are no other pending legal proceedings except as noted above. |
Galectin_Sciences_LLC
Galectin Sciences LLC | 6 Months Ended | |
Jun. 30, 2014 | ||
Galectin Sciences LLC | ' | |
9 | Galectin Sciences LLC | |
In January 2014, we created Galectin Sciences, LLC (the “LLC” or “Investee”), a collaborative joint venture co-owned by SBH Sciences, Inc. (“SBH”), to research and develop small organic molecule inhibitors of galectin-3 for oral administration. The LLC was initially capitalized with a $400,000 cash investment to fund future research and development activities, which was provided by the Company, and specific in-process research and development (“IPR&D”) contributed by SBH. The estimated fair value of the IPR&D contributed by SBH, on the date of contribution, was $400,000. Both the Company and SBH have a 50% equity ownership interest in the LLC, with neither party having control over the LLC. Accordingly, the Company has accounted for its investment in the LLC using the equity method of accounting. Under the equity method of accounting, the Company’s investment was initially recorded at cost with subsequent adjustments to the carrying value to recognize additional investments in or distributions from the Investee, as wells the Company’s share of the Investee’s earnings, losses and/or changes in capital. The estimated fair value of the IPR&D contributed to the LLC was immediately expensed upon contribution as there was no alternative future use available at the point of contribution. The Company’s portion of the LLC’s net loss for the six month period ending June 30, 2014 was $337,000, which includes the Company’s proportionate share of the non-cash charge associated with the contributed IPR&D of $200,000. |
Subsequent_Events
Subsequent Events | 6 Months Ended | |
Jun. 30, 2014 | ||
Subsequent Events | ' | |
10 | Subsequent Events | |
The Company has evaluated all events or transactions that occurred through the date on which the financial statements were issued, with no items noted for disclosure or recording in the consolidated financial statements as of June 30, 2014 other than as described in Note 8. |
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Accrued Expenses | ' | ||||||||
Accrued expenses consist of the following: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Legal and accounting fees | $ | 101 | $ | 103 | |||||
Accrued compensation | 310 | 526 | |||||||
Severance agreement (Note 8) | 1,000 | 1,000 | |||||||
Other | 2 | 22 | |||||||
Total | $ | 1,413 | $ | 1,651 | |||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Stock-Based Compensation Expense Related to Common Stock Options, Common Stock, Restricted Common Stock and Common Stock Warrants | ' | ||||||||||||||||
Following is the stock-based compensation expense related to common stock options, common stock, restricted common stock and common stock warrants: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
Research and development | $ | 221 | $ | 211 | $ | 860 | $ | 530 | |||||||||
General and administrative | 524 | 404 | 1,534 | 937 | |||||||||||||
Total stock-based compensation expense | $ | 745 | $ | 615 | $ | 2,394 | $ | 1,467 | |||||||||
Summary of Stock Option Activity | ' | ||||||||||||||||
The following table summarizes the stock option activity in the Company’s equity incentive plans, including non-plan grants to Company executives, from December 31, 2013 through June 30, 2014: | |||||||||||||||||
Shares | Weighted Average | ||||||||||||||||
Exercise Price | |||||||||||||||||
Outstanding, December 31, 2013 | 3,348,705 | $ | 4.7 | ||||||||||||||
Granted | 326,500 | 13.38 | |||||||||||||||
Exercised | (342,085 | ) | 1.91 | ||||||||||||||
Options forfeited/cancelled | (22,091 | ) | 3.97 | ||||||||||||||
Outstanding, June 30, 2014 | 3,311,029 | $ | 5.85 | ||||||||||||||
Weighted Average Assumptions Used to Determine Fair Value of Options Granted | ' | ||||||||||||||||
The fair value of all other options granted is determined using the Black-Scholes option-pricing model. The following weighted average assumptions were used: | |||||||||||||||||
Six Months Ended | |||||||||||||||||
June 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Risk-free interest rate | 1.58% | 0.97% | |||||||||||||||
Expected life of the options | 6.0 years | 5.5 years | |||||||||||||||
Expected volatility of the underlying stock | 114% | 116% | |||||||||||||||
Expected dividend rate | 0% | 0% |
Common_Stock_Warrants_Tables
Common Stock Warrants (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Common Stock Warrant Activity | ' | ||||||||
The following table summarizes the common stock warrant activity from December 31, 2013 through June 30, 2014: | |||||||||
Shares | Weighted Average | ||||||||
Exercise Price | |||||||||
Outstanding, December 31, 2013 | 6,035,229 | $ | 3.63 | ||||||
Granted | — | — | |||||||
Exercised | 576,734 | 3.11 | |||||||
Forfeited/cancelled | (7,500 | ) | 15 | ||||||
Outstanding, June 30, 2014 | 5,450,995 | $ | 3.66 | ||||||
Loss_Per_Share_Tables
Loss Per Share (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Dilutive Shares Which Could Exist Pursuant to Exercise of Outstanding Stock Instruments and Which were not Included in Calculation | ' | ||||||||
Dilutive shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because their affect would have been anti-dilutive are as follows: | |||||||||
June 30, 2014 | June 30, 2013 | ||||||||
(shares) | (shares) | ||||||||
Warrants to purchase shares of common stock | 5,450,995 | 7,395,908 | |||||||
Options to purchase shares of common stock | 3,311,029 | 3,552,840 | |||||||
Shares of common stock issuable upon conversion of preferred stock | 2,537,103 | 2,618,772 | |||||||
11,299,127 | 13,567,520 | ||||||||
Basis_of_Presentation_Addition
Basis of Presentation - Additional Information (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||||
Basis of Presentation [Line Items] | ' | ' | ' | ' |
Unrestricted cash and cash equivalents | $34,423 | $10,489 | $5,099 | $9,364 |
Accrued_Expenses_Detail
Accrued Expenses (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Feb. 28, 2009 |
In Thousands, unless otherwise specified | |||
Schedule of Accrued Liabilities [Line Items] | ' | ' | ' |
Legal and accounting fees | $101 | $103 | ' |
Accrued compensation | 310 | 526 | ' |
Severance agreement (Note 8) | 1,000 | 1,000 | 1,000 |
Other | 2 | 22 | ' |
Total | $1,413 | $1,651 | ' |
StockBased_Compensation_Expens
Stock-Based Compensation Expense Related to Common Stock Options, Restricted Common Stock and Common Stock Warrants (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $745,000 | $615,000 | $2,394,000 | $1,467,000 |
Research and development | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | 221,000 | 211,000 | 860,000 | 530,000 |
General and administrative | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $524,000 | $404,000 | $1,534,000 | $937,000 |
Summary_of_Stock_Option_Activi
Summary of Stock Option Activity (Detail) (USD $) | 1 Months Ended | 6 Months Ended |
Jan. 31, 2014 | Jun. 30, 2014 | |
Shares | ' | ' |
Beginning Balance | 3,348,705 | 3,348,705 |
Granted | 326,500 | 326,500 |
Exercised | ' | -342,085 |
Options forfeited/cancelled | ' | -22,091 |
Ending Balance | ' | 3,311,029 |
Weighted Average Exercise Price | ' | ' |
Beginning Balance | $4.70 | $4.70 |
Granted | ' | $13.38 |
Exercised | ' | $1.91 |
Options forfeited/cancelled | ' | $3.97 |
Ending Balance | ' | $5.85 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 6 Months Ended | ||||
Jan. 31, 2014 | Feb. 28, 2009 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jan. 31, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jan. 31, 2014 | Jun. 30, 2014 | |
Consultant | Consultant | Consultant | Stock Options | Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost | ' | ' | $5,753,000 | ' | $5,753,000 | ' | ' | ' | ' | ' | ' |
Unvested option | ' | ' | 1,229,141 | ' | 1,229,141 | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost, recognition period | ' | ' | ' | ' | '1 year 11 months 12 days | ' | ' | ' | ' | ' | ' |
Weighted-average grant-date fair values of options granted | ' | ' | ' | ' | $11.38 | $3.64 | ' | ' | ' | ' | ' |
Number of options granted | 326,500 | ' | ' | ' | 326,500 | ' | ' | ' | ' | ' | ' |
Number of options vested | 81,625 | 83,334 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of options vesting over 3 years | 244,875 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' |
Non-cash stock-based compensation expense | ' | ' | 745,000 | 615,000 | 2,394,000 | 1,467,000 | ' | ' | ' | ' | 921,000 |
Common stock options granted, shares | ' | ' | ' | ' | ' | ' | 3,000 | 2,093 | ' | ' | ' |
Fair market value of shares | ' | ' | ' | ' | ' | ' | ' | $25,000 | $25,000 | ' | ' |
Weighted_Average_Assumptions_U
Weighted Average Assumptions Used to Determine Fair Value of Options Granted (Detail) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Risk-free interest rate | 1.58% | 0.97% |
Expected life of the options | '6 years | '5 years 6 months |
Expected volatility of the underlying stock | 114.00% | 116.00% |
Expected dividend rate | 0.00% | 0.00% |
Common_Stock_Warrant_Activity_
Common Stock Warrant Activity (Detail) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Shares | ' |
Outstanding, December 31, 2013 | 6,035,229 |
Granted | ' |
Exercised | 576,734 |
Forfeited/cancelled | -7,500 |
Outstanding, June 30, 2014 | 5,450,995 |
Weighted Average Exercise Price | ' |
Outstanding, December 31, 2013 | $3.63 |
Granted | ' |
Exercised | $3.11 |
Forfeited/cancelled | $15 |
Outstanding, June 30, 2014 | $3.66 |
Common_Stock_Warrants_Addition
Common Stock Warrants - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 0 Months Ended | |||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2013 | Jan. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | 6-May-13 | 6-May-13 | 6-May-13 | 6-May-13 | |
Warrants | Warrants | Warrant | Warrant | Before Modification | Before Modification | After Modification | After Modification | Minimum | Minimum | Minimum | Minimum | Maximum | Maximum | Maximum | Maximum | Class B Warrants | Class B Warrants | Class A-2 Warrants | Class A-2 Warrants | |||
Before Modification | Before Modification | After Modification | After Modification | Before Modification | Before Modification | After Modification | After Modification | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants to purchase shares of common stock | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of warrant | ' | ' | ' | ' | ' | 2.65 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected life | ' | ' | '6 years | '5 years 6 months | '3 years | ' | ' | ' | ' | ' | '9 months 7 days | '9 months 7 days | '5 years 9 months 11 days | '5 years 9 months 11 days | '2 years 4 days | '2 years 4 days | '7 years 7 days | '7 years 7 days | ' | ' | ' | ' |
Expected volatility of the underlying stock | ' | ' | 114.00% | 116.00% | 87.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk-free interest rate | ' | ' | 1.58% | 0.97% | 0.42% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected dividend rate | ' | ' | 0.00% | 0.00% | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | $745,000 | $615,000 | $2,394,000 | $1,467,000 | $7,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding Class B warrants having cashless exercise rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' |
Warrants for purchase common stock shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 |
Warrants exercisable life extended period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | '5 years | ' |
Expense related to extension of warrants | ' | 8,763,000 | ' | 8,763,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrants required for extensions | ' | 5,000,000 | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Volatility rate, minimum | ' | ' | ' | ' | ' | ' | 77.00% | 77.00% | 113.00% | 113.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Volatility rate, maximum | ' | ' | ' | ' | ' | ' | 96.00% | 96.00% | 122.00% | 122.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk free interest, minimum | ' | ' | ' | ' | ' | ' | 0.11% | 0.11% | 0.74% | 0.74% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk free interest, maximum | ' | ' | ' | ' | ' | ' | 0.22% | 0.22% | 1.19% | 1.19% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected dividend payment | ' | ' | ' | ' | ' | ' | $0 | $0 | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dilutive_Shares_Which_Could_Ex
Dilutive Shares Which Could Exist Pursuant to Exercise of Outstanding Stock Instruments and Which were not Included in Calculation (Detail) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Dilutive shares not included in calculation | 11,299,127 | 13,567,520 |
Warrant | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Dilutive shares not included in calculation | 5,450,995 | 7,395,908 |
Stock Option | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Dilutive shares not included in calculation | 3,311,029 | 3,552,840 |
Contingently Issuable Shares | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Dilutive shares not included in calculation | 2,537,103 | 2,618,772 |
Common_Stock_Additional_Inform
Common Stock - Additional Information (Detail) (USD $) | 6 Months Ended | 2 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Feb. 28, 2014 | Dec. 31, 2013 | Oct. 25, 2013 | |
At Market Agreement | At Market Agreement | At Market Agreement | ||
Class of Stock [Line Items] | ' | ' | ' | ' |
Aggregate offering price | ' | ' | ' | $30,000,000 |
Commission to sales agent as a percentage of gross proceeds | ' | ' | ' | 3.00% |
Shares of common stock issued | ' | 2,663,647 | 99,942 | ' |
Price of common stock per share | ' | ' | $9.02 | ' |
Gross proceeds from sale of common stock | ' | ' | 944,000 | ' |
Initial legal and accounting costs | ' | ' | 82,000 | ' |
Commissions | ' | ' | 29,000 | ' |
Proceeds from issuance of common stock | $28,178,000 | $28,178,000 | $833,000 | ' |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 1 Months Ended | |||||||
Mar. 29, 2013 | Oct. 12, 2012 | 2-May-12 | Jan. 31, 2014 | Feb. 28, 2009 | Jun. 30, 2014 | Dec. 31, 2013 | Aug. 01, 2013 | Jul. 31, 2014 | Feb. 28, 2009 | |
Subsequent Event | Minimum | |||||||||
Commitment And Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Severance payment due to Dr. Platt | ' | ' | ' | ' | $1,000,000 | $1,000,000 | $1,000,000 | ' | ' | ' |
Cashless stock option exercisable period | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years |
Number of options vested | ' | ' | ' | 81,625 | 83,334 | ' | ' | ' | ' | ' |
Equity investment | ' | ' | ' | ' | ' | 63,000 | ' | ' | ' | 10,000,000 |
Royalty revenue | ' | ' | ' | ' | 50,000,000 | ' | ' | ' | ' | ' |
Cashless stock option exercisable | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 |
Market capitalization | ' | ' | ' | ' | 100,000,000 | ' | ' | 100,000,000 | ' | ' |
Severance payment period | ' | ' | ' | ' | '6 months | ' | ' | ' | ' | ' |
Separation based payments | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' |
Lawsuit payment | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Milestone payments | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected future payment | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' |
Payment of severance obligation | ' | ' | ' | ' | ' | ' | ' | ' | $1,000,000 | ' |
Galectin_Science_LLC_Additiona
Galectin Science LLC - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Jan. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Schedule Of Investments In Joint Venture [Line Items] | ' | ' | ' |
Fair value of research and development services | $400,000 | ' | ' |
Equity Method Investment, Ownership Percentage | ' | 50.00% | 50.00% |
Loss from equity method investment in Galectin Sciences, LLC | ' | -67,000 | -337,000 |
Non-cash charge for in-process research and development | ' | ' | 200,000 |
Research | ' | ' | ' |
Schedule Of Investments In Joint Venture [Line Items] | ' | ' | ' |
Initial capital contribution | $400,000 | ' | ' |