UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-Q/A
Amendment No. 1
| ☒ | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended March 31, 2018
| ☐ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission FileNo. 001-31791
GALECTIN THERAPEUTICS INC.
| Nevada | 04-3562325 | |
(State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |
| 4960 Peachtree Industrial Blvd., Suite 240, Norcross, GA | 30071 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(678)620-3186
(Registrant’s Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§232.05 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | |||
| Non-Accelerated Filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☒ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). ☐ Yes ☒ No
The number of shares outstanding of the registrant’s common stock as of May 8, 2018 was 37,740,647.
Explanatory Note
This Amendment No. 1 to the Quarterly Report on Form10-Q/A (this “Amendment”) amends the Quarterly Reporton Form 10-Q for the quarter ended March 31, 2018 (the “Original Report”) filed by Galectin Therapeutics, Inc. with the Securities and Exchange Commission on May 11, 2018. This Amendment is being filed solely tore-file Exhibits 31.1 and 31.2 to include a portion of the text required in paragraph 4 of the Section 302 certifications included under Item 6 of Part II of the Original Report.
Except as described above, no other changes have been made to the Original Report and this Amendment does not modify or update disclosures in the Original Report and does not reflect subsequent events occurring after date of the Original Report. Accordingly, this Amendment should be read in conjunction with the Original Report, which continues to speak as of the date of the Original Report.
PART II — OTHER INFORMATION
| Item 6. | Exhibits |
Exhibit Number | Description of Document | Note Reference | ||||
| 31.1* | Certification Pursuant to Rule13a-14(a) of the Securities Exchange Act of 1934 | |||||
| 31.2* | Certification Pursuant to Rule13a-14(a) of the Securities Exchange Act of 1934 | |||||
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on September 28, 2018.
| GALECTIN THERAPEUTICS INC. | ||
| By: | /s/ Harold H. Shlevin, Ph.D. | |
| Name: | Harold H. Shlevin, Ph.D. | |
| Title: | Chief Executive Officer and President (principal executive officer) | |
| /s/ Jack W. Callicutt | ||
| Name: | Jack W. Callicutt | |
| Title: | Chief Financial Officer (principal financial and accounting officer) | |
