Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 07, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | GALECTIN THERAPEUTICS INC | |
Entity Central Index Key | 0001133416 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | GALT | |
Entity Common Stock, Shares Outstanding | 45,594,411 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 6,972 | $ 8,253 |
Prepaid expenses and other current assets | 511 | 579 |
Total current assets | 7,483 | 8,832 |
Other | 347 | 174 |
Total assets | 7,830 | 9,006 |
Current liabilities: | ||
Accounts payable | 448 | 297 |
Accrued expenses and other | 459 | 1,512 |
Accrued dividends payable | 0 | 299 |
Total current liabilities | 907 | 2,108 |
Other liabilities | 81 | 0 |
Total liabilities | 988 | 2,108 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Undesignated stock, $0.01 par value; 20,000,000 shares authorized, 20,000,000 designated at March 31, 2019 and December 31, 2018, respectively | 0 | 0 |
Common stock, $0.001 par value; 100,000,000 shares authorized at March 31, 2019 and December 31, 2018, 45,594,411 and 41,190,905 issued and outstanding at March 31, 2019 and December 31, 2018, respectively | 45 | 41 |
Additional paid-in capital | 209,845 | 194,130 |
Retained deficit | (205,308) | (196,215) |
Total stockholders' equity | 5,119 | 5,175 |
Total liabilities, redeemable convertible preferred stock and stockholders' equity | 7,830 | 9,006 |
Series C super dividend redeemable convertible preferred stock | ||
Current liabilities: | ||
Convertible preferred stock, value | 1,723 | 1,723 |
Series A 12% convertible preferred stock | ||
Stockholders' equity: | ||
Convertible preferred stock, value | 537 | 537 |
Series B-1 12% convertible preferred stock | ||
Stockholders' equity: | ||
Convertible preferred stock, value | 0 | 1,761 |
Series B-2 12% convertible preferred stock | ||
Stockholders' equity: | ||
Convertible preferred stock, value | 0 | 3,697 |
Series B-3 8% convertible preferred stock | ||
Stockholders' equity: | ||
Convertible preferred stock, value | $ 0 | $ 1,224 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Undesignated stock, par value | $ 0.01 | $ 0.01 |
Undesignated stock, shares authorized | 20,000,000 | 20,000,000 |
Undesignated stock, shares designated | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 45,594,411 | 41,190,905 |
Common stock, outstanding | 45,594,411 | 41,190,905 |
Series C super dividend redeemable convertible preferred stock | ||
Convertible preferred stock, shares authorized | 1,000 | 1,000 |
Convertible preferred stock, shares issued | 176 | 176 |
Convertible preferred stock, shares outstanding | 176 | 176 |
Convertible preferred stock, redemption value | $ 8,731,000 | |
Convertible preferred stock, liquidation value | $ 1,760,000 | |
Series A 12% convertible preferred stock | ||
Convertible preferred stock, shares authorized | 1,742,500 | 1,742,500 |
Convertible preferred stock, issued | 1,327,500 | 1,327,500 |
Convertible preferred stock, outstanding | 1,327,500 | 1,327,500 |
Convertible preferred stock, liquidation value | $ 1,327,500 | |
Series B-1 12% convertible preferred stock | ||
Convertible preferred stock, shares authorized | 900,000 | 900,000 |
Convertible preferred stock, issued | 0 | 900,000 |
Convertible preferred stock, outstanding | 0 | 900,000 |
Series B-2 12% convertible preferred stock | ||
Convertible preferred stock, shares authorized | 2,100,000 | 2,100,000 |
Convertible preferred stock, issued | 0 | 2,100,000 |
Convertible preferred stock, outstanding | 0 | 2,100,000 |
Series B-3 8% convertible preferred stock | ||
Convertible preferred stock, shares authorized | 2,508,000 | 2,508,000 |
Convertible preferred stock, issued | 0 | 2,508,000 |
Convertible preferred stock, outstanding | 0 | 2,508,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating expenses: | ||
Research and development | $ 646 | $ 2,298 |
General and administrative | 1,721 | 1,880 |
Total operating expenses | 2,367 | 4,178 |
Total operating loss | (2,367) | (4,178) |
Other income (expense): | ||
Interest income | 14 | 4 |
Interest expense | (22) | (84) |
Total other income (expense) | (8) | (80) |
Net loss | (2,375) | (4,258) |
Preferred stock dividends | (96) | (285) |
Warrant modification (Note 9) | (6,622) | 0 |
Net loss applicable to common stockholders | $ (9,093) | $ (4,543) |
Net loss per common share - basic and diluted | $ (0.20) | $ (0.12) |
Weighted average common shares outstanding - basic and diluted | 44,975 | 37,284 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,375) | $ (4,258) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||
Payment of preferred stock dividends | (395) | 0 |
Stock-based compensation expense | 412 | 1,187 |
Amortization of right to use lease asset | 10 | 0 |
Issuance of common stock for services | 0 | 7 |
Non-cash interest expense | 22 | 84 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (137) | 81 |
Accounts payable and accrued expenses | (821) | (617) |
Net cash from operating activities | (3,284) | (3,516) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from issuance of common stock and warrants | 2,003 | 4,451 |
Net cash flows from financing activities | 2,003 | 4,451 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (1,281) | 935 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 8,253 | 3,053 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 6,972 | 3,988 |
NONCASH FINANCING ACTIVITIES: | ||
Payment of preferred stock dividends in common stock | $ 0 | $ 353 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Warrants | Series A 12% convertible preferred stock | Series B-1 12% convertible preferred stock | Series B-2 12% convertible preferred stock | Series B-3 8% convertible preferred stock | Series C super dividend redeemable convertible preferred stock | Series A 12% convertible preferred stock | Series B-1 12% convertible preferred stock | Series B-2 12% convertible preferred stock | Series B-3 8% convertible preferred stock | Common Stock | Common StockWarrants | Common StockSeries A 12% convertible preferred stock | Common StockSeries B-1 12% convertible preferred stock | Common StockSeries B-2 12% convertible preferred stock | Common StockSeries B-3 8% convertible preferred stock | Common StockSeries C super dividend redeemable convertible preferred stock | Additional Paid-In Capital | Additional Paid-In CapitalWarrants | Additional Paid-In CapitalSeries A 12% convertible preferred stock | Additional Paid-In CapitalSeries B-1 12% convertible preferred stock | Additional Paid-In CapitalSeries B-2 12% convertible preferred stock | Additional Paid-In CapitalSeries B-3 8% convertible preferred stock | Additional Paid-In CapitalSeries C super dividend redeemable convertible preferred stock | Retained Deficit | Retained DeficitSeries A 12% convertible preferred stock | Retained DeficitSeries B-1 12% convertible preferred stock | Retained DeficitSeries B-2 12% convertible preferred stock | Retained DeficitSeries B-3 8% convertible preferred stock | Retained DeficitSeries C super dividend redeemable convertible preferred stock |
Stockholders' Equity (Deficit), Balance (in shares) at Dec. 31, 2017 | 1,377,500 | 900,000 | 2,100,000 | 2,508,000 | 35,789,388 | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit), Balance at Dec. 31, 2017 | $ (530) | $ 557 | $ 1,761 | $ 3,697 | $ 1,224 | $ 36 | $ 173,363 | $ (181,168) | |||||||||||||||||||||||
Temporary Equity, Balance (in shares) at Dec. 31, 2017 | 176 | ||||||||||||||||||||||||||||||
Temporary Equity, Balance at Dec. 31, 2017 | $ 1,723 | ||||||||||||||||||||||||||||||
Convertible preferred stock dividend | $ 42 | $ 26 | $ 66 | $ 54 | $ 127 | $ 50 | $ 56 | $ (24) | $ (54) | $ (127) | $ (50) | $ (30) | |||||||||||||||||||
Convertible preferred stock dividend (in shares) | 13,775 | 11,458 | 26,736 | 10,608 | 11,899 | ||||||||||||||||||||||||||
Issuance of common stock for stock option exercises | $ 4,451 | $ 2 | $ 4,449 | ||||||||||||||||||||||||||||
Issuance of common stock for stock option exercises ( in shares) | 1,780,478 | ||||||||||||||||||||||||||||||
Net loss | (4,258) | (4,258) | |||||||||||||||||||||||||||||
Temporary Equity, Balance (in shares) at Mar. 31, 2018 | 176 | ||||||||||||||||||||||||||||||
Issuance of common stock for services | 7 | 7 | |||||||||||||||||||||||||||||
Temporary Equity, Balance at Mar. 31, 2018 | $ 1,723 | ||||||||||||||||||||||||||||||
Issuance of common stock for services (in shares) | 1,620 | ||||||||||||||||||||||||||||||
Stock-based compensation expense | 1,187 | 1,187 | |||||||||||||||||||||||||||||
Stockholders' Equity (Deficit), Balance (in shares) at Mar. 31, 2018 | 1,377,500 | 900,000 | 2,100,000 | 2,508,000 | 37,645,971 | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit), Balance at Mar. 31, 2018 | 925 | $ 557 | $ 1,761 | $ 3,697 | $ 1,224 | $ 38 | 179,359 | (185,711) | |||||||||||||||||||||||
Stockholders' Equity (Deficit), Balance (in shares) at Dec. 31, 2018 | 1,327,500 | 900,000 | 2,100,000 | 2,508,000 | 41,190,905 | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit), Balance at Dec. 31, 2018 | 5,175 | $ 537 | $ 1,761 | $ 3,697 | $ 1,224 | $ 41 | 194,130 | (196,215) | |||||||||||||||||||||||
Temporary Equity, Balance (in shares) at Dec. 31, 2018 | 176 | ||||||||||||||||||||||||||||||
Temporary Equity, Balance at Dec. 31, 2018 | $ 1,723 | ||||||||||||||||||||||||||||||
Convertible preferred stock dividend | $ (40) | $ (6) | $ (15) | $ (9) | $ (26) | $ (40) | $ (6) | $ (15) | $ (9) | $ (26) | |||||||||||||||||||||
Issuance of common stock | $ 1,865 | 1,865 | |||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 395,233 | ||||||||||||||||||||||||||||||
Issuance of common stock for stock option exercises | $ 138 | $ 138 | |||||||||||||||||||||||||||||
Issuance of common stock for stock option exercises ( in shares) | 133,837 | 218,927 | |||||||||||||||||||||||||||||
Conversion of Series B Convertible Preferred to common | $ (1,761) | $ (3,697) | $ (1,224) | $ 4 | 6,678 | ||||||||||||||||||||||||||
Conversion of Series B Convertible Preferred to common (in shares) | (900,000) | (2,100,000) | (2,508,000) | 3,789,346 | |||||||||||||||||||||||||||
Warrant modification (Note 9) | 6,622 | (6,622) | |||||||||||||||||||||||||||||
Net loss | $ (2,375) | (2,375) | |||||||||||||||||||||||||||||
Temporary Equity, Balance (in shares) at Mar. 31, 2019 | 176 | ||||||||||||||||||||||||||||||
Issuance of common stock for services | 0 | ||||||||||||||||||||||||||||||
Temporary Equity, Balance at Mar. 31, 2019 | $ 1,723 | ||||||||||||||||||||||||||||||
Stock-based compensation expense | 412 | 412 | |||||||||||||||||||||||||||||
Stockholders' Equity (Deficit), Balance (in shares) at Mar. 31, 2019 | 1,327,500 | 0 | 0 | 0 | 45,594,411 | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit), Balance at Mar. 31, 2019 | $ 5,119 | $ 537 | $ 0 | $ 0 | $ 0 | $ 45 | $ 209,845 | $ (205,308) |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
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, skin diseases and cancer. These 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 March 31, 2019 and the results of its operations for the three months ended March 31, 2019 and 2018 and its cash flows for the three months ended March 31, 2019 and 2018. All adjustments made to the interim financial statements include all those of a normal and recurring nature. Amounts presented in the condensed consolidated balance sheet as of December 31, 2018 are derived from the Company’s audited consolidated financial statements as of that date, but do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. 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 that 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, 2018. 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 March 31, 2019, the Company had $7.0 million of unrestricted cash and cash equivalents available to fund future operations. Additionally, the Company generated approximately $1.87 million in net proceeds via sale of common stock under its At Market Sales Agreement in January and February 2019 (see Note 8). The Company believes there is sufficient cash, including availability of the line of credit (see Note 3), to fund currently planned operations at least through June 30, 2020. We will require more cash to fund our operations after June 30, 2020 and believe we will be able to obtain additional financing. The currently planned operations do not include costs related to a planned Phase 3 clinical trial. While the costs of the trial and general overhead during the Phase 3 trial are expected to be approximately $100 million, the costs and timing of such trial is not yet finalized. These costs will require additional funding. The Company has commenced a Rights Offering to its common stockholders and certain warrant holders targeting a financing of $50 to $70 million, which is expected to conclude on May 23, 2019. However, there can be no assurance that we will be successful in completing the rights offering or obtaining other new financing or, if available, that any financing will be on terms favorable to us. The Company has not made commitments for its planned Phase 3 trial that cannot be covered with available cash. Accordingly, based on the forecasts and estimates underlying our current operating plan, the financial statements do not currently include any adjustments that might be necessary if we are 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. Recently Adopted Accounting Standards The Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), amended by ASU 2018-11, Leases (Topic 842): Targeted Improvements . The new guidance requires a lessee to recognize assets and liabilities for all leases with lease terms of more than 12 months and provide additional disclosures. The ASU requires adoption using a modified retrospective transition approach with either 1) periods prior to the adoption date being recast or 2) a cumulative-effect adjustment recognized to the opening balance of retained earnings on the adoption date with prior periods not recast. We adopted this standard using a modified retrospective transition approach on January 1, 2019 however we only have one lease related to our office space and it was amended effective January 1, 2019. Therefore, no cumulative-effect adjustment approach was required. See Note 11 for the financial position impact and additional disclosures. |
Accrued Expenses and Other
Accrued Expenses and Other | 3 Months Ended |
Mar. 31, 2019 | |
Accrued Expenses and Other | 2. Accrued Expenses and Other Accrued expenses consist of the following: March 31, 2019 December 31, 2018 (in thousands) Legal and accounting fees $ 30 $ 45 Accrued compensation 392 1,294 Lease liability 34 — Accrued research and development costs and other 3 173 Total $ 459 $ 1,512 |
Line of Credit
Line of Credit | 3 Months Ended |
Mar. 31, 2019 | |
Line of Credit | 3. Line of Credit On December 19, 2017, the Company entered into a $10 million Line of Credit arrangement with Richard E. Uihlein, a director and shareholder who had an approximate 7% ownership interest in the Company on a fully-diluted basis at December 31, 2017. Originally, borrowings may be made by the Company through December 31, 2018. Borrowings bear interest at the Applicable Federal Rate for short term loans published by the Internal Revenue Service ( 2.7 On December 20, 2018, the Line of Credit arrangement was extended for one year for both borrowings and maturity. At the time of the conversion of the Series B Convertible Preferred stock into common stock (See Note 9), on January 11, 2019, the Line of Credit arrangement was extended for an additional two years for both borrowings and maturity. After the second amendment to the Line of Credit arrangement, borrowings may be made through December 31, 2021 with repayment due on December 31, 2022. There was no additional consideration or benefits provided to Mr. Uihlein for any of the extensions of the Line of Credit. The fair value of the 500,000 warrants vested at closing in December 2017 was $696,000 at the date of issuance based on the following assumptions: an expected life of 7 years, volatility of 98%, risk free interest rate of 2.05% and zero dividends. The fair value of the vested warrants was recorded in other current assets and other assets (non-current) as a deferred financing cost and were to be amortized on a straight-line basis from December 19, 2017 through December 31, 2019. The remaining unamortized balance of the deferred financing cost on January 11, 2019 was adjusted to be recorded as expense on a straight-line basis through December 31, 2022. Amortization for the three months ended March 31, 2019 and 2018 of $22,000 and $84,000, respectively, was recorded as interest expense. The fair value of warrants that vest in the future based on borrowings will be computed when those borrowings occur and amortized over the remaining period through December 31, 2022 reflecting the second extension. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Stock-Based Compensation | 4. 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 March 31, 2019 2018 Research and development $ 86 $ 534 General and administrative 326 653 Total stock-based compensation expense $ 412 $ 1,187 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, 2018 through March 31, 2019: Shares Weighted Average Exercise Price Outstanding, December 31, 2018 2,713,979 $ 4.67 Granted 530,000 4.72 Exercised (133,837 ) 3.77 Options forfeited/cancelled (39,098 ) 1.96 Outstanding, March 31, 2019 3,071,044 $ 4.84 As of March 31, 2019, there was $1,699,000 of unrecognized compensation related to 579,375 unvested options, which is expected to be recognized over a weighted–average period of approximately 1.26 years. The weighted-average grant date fair value for options granted during the three months ended March 31, 2019 was $3.83. The Company granted 530,000 stock options during the three months ended March 31, 2019. The fair value of all other options granted is determined using the Black-Scholes option-pricing model. The following weighted average assumptions were used: Three Months Ended March 31, Three Months Ended March 31, 2019 2018 Risk-free interest rate 2.68 % 2.18 % Expected life of the options 6 years 5 years Expected volatility of the underlying stock 104 % 103 % Expected dividend rate 0 % 0 % |
Common Stock Warrants
Common Stock Warrants | 3 Months Ended |
Mar. 31, 2019 | |
Common Stock Warrants | 5. Common Stock Warrants The following table summarizes the common stock warrant activity from December 31, 2018 through March 31, 2019: Shares Weighted Average Exercise Price Outstanding, December 31, 2018 10,647,026 $ 3.48 Granted — — Exercised (85,090 ) 3.00 Forfeited/cancelled (143,411 ) 3.00 Outstanding, March 31, 2019 10,418,525 $ 3.56 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Text Block] | 6. 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 approximate their carrying value due to their short-term nature. There were no level 2 or level 3 assets or liabilities at March 31, 2019 or December 31, 2018. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Loss Per Share | 7. 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: March 31, 2019 (shares) March 31, 2018 (shares) Warrants to purchase shares of common stock 10,418,525 11,449,463 Options to purchase shares of common stock 3,071,044 5,615,263 Shares of common stock issuable upon conversion of preferred stock 514,602 4,312,282 14,004,171 21,377,008 |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 8. Common Stock 2017 At Market Issuance of Common Stock On May 19, 2017, the Company entered into an At Market Issuance Sales Agreement (the “2017 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 2017 At Market Agreement. During the three months ended March 31, 2019, the Company issued 395,233 shares of its common stock under the 2017 At Market Agreement for net proceeds of approximately $1,865,000. For the three months ended March 31, 2018, the Company has issued a total of 74,476 shares of common stock for dividends on Series A, Series B and Series C Preferred Stock. |
Preferred Stock Conversion into
Preferred Stock Conversion into Common Stock | 3 Months Ended |
Mar. 31, 2019 | |
Preferred Stock Conversion into Common Stock | 9. Preferred Stock Conversion into Common Stock On January 11, 2019, 10X Fund L.P. (“10X Fund”), converted all of its Series B Convertible Preferred Stock into Common Stock of Galectin Therapeutics. Pursuant to the terms of the conversion, as of January 11, 2019, 10X Fund converted 5,508,000 shares of its Series B-1, B-2 and B-3 Convertible Preferred Stock into 3,789,346 shares of Common Stock of Galectin Therapeutics. All special voting rights and protective provisions that previously benefited the Series B Preferred Stock were extinguished by the conversion to Common Stock. In connection with the conversion of the Series B Preferred Stock, the Company extended by five years the exercise date of warrants for 3,579,642 shares of Common Stock issued by the Company in connection with sale of the Series B-1 and Series B-2 Preferred Stock. Before the extension, the warrants had various expiration dates in 2019 and 2020. The warrant amendments give 10X Fund the right to nominate one director to the Company’s board of directors. Previously, under the now extinguished voting rights of the Series B Preferred, 10X Fund had the right to name two directors and nominate an additional three directors. The Company has accounted for the modified terms of the 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. In January 2019, the Company recognized a one-time non-cash charge of $6,622,000 related to the extension of the 3,579,642 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 0.09 to 1.33 years, volatility of 98%, risk free interest rate range of 2.4% to 2.59% and zero dividends and; b) immediately following the modification — an expected life range of 5.09 to 6.33 years, volatility range of 106%, risk free interest rate range of 2.56% to 2.6% and zero dividends. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies | 10. Commitments and Contingencies 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. There are no significant pending legal proceedings. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases | 11. Leases The Company has one operating lease for its office space which was amended effective January 1, 2019 for a term of 38 months with no residual value guarantees or material restrictive covenants. The amended lease provided for free rent for the first two months of the lease and continues the security deposit of $6,000. In addition to base rental payments included in the contractual obligations table above, the Company is responsible for our pro-rata share of the operating expenses for the building. Our lease cost for the three-month period ended March 31, 2019 was $11,000 and is included in general and administrative expenses. As of March 31, 2019, the right to use lease asset consisted of $108,000 and is included in other assets. Also, at March 31, 2019, current lease liability of $34,000 is included in accrued expenses and other and noncurrent lease liability of $81,000 is in other liabilities. Maturity of operating lease as of March 31, 2019 in thousands: 2019 $ 33 2020 47 2021 48 2022 8 Total 136 Less imputed interest 21 Present value of lease liability $ 115 The discount rate used in calculating the present value of the lease payments was 11.04% |
Galectin Sciences LLC
Galectin Sciences LLC | 3 Months Ended |
Mar. 31, 2019 | |
Galectin Sciences LLC | 12. 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. Initially, the Company and SBH each had a 50% equity ownership interest in the LLC, with neither party having control over the LLC. Accordingly, from inception through the fourth quarter of 2014, the Company 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 well as 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 operating agreement provides that if either party does not desire to contribute its equal share of funding required after the initial capitalization, then the other party, providing all of the funding, will have its ownership share increased in proportion to the total amount contributed from inception. In the fourth quarter of 2014, after the LLC had expended the $400,000 in cash, SBH decided not to contribute its share of the funding required. Since then, the Company has contributed a total of $1,859,000, including $55,000 for the three months ended March 31, 2019, for expenses of the LLC. Since the end of 2014, SBH has contributed $123,000 for expenses in the LLC. As of March 31, 2019, the Company’s ownership percentage in the LLC was 81.2%. The Company accounts for the interest in the LLC as a consolidated, less than wholly owned subsidiary. Because the LLC’s equity is immaterial, the value of the non-controlling interest is also deemed to be immaterial. |
Accrued Expenses and Other (Tab
Accrued Expenses and Other (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accrued Expenses | Accrued expenses consist of the following: March 31, 2019 December 31, 2018 (in thousands) Legal and accounting fees $ 30 $ 45 Accrued compensation 392 1,294 Lease liability 34 — Accrued research and development costs and other 3 173 Total $ 459 $ 1,512 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Stock-Based Compensation Expense Related to Common Stock Options, 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 March 31, 2019 2018 Research and development $ 86 $ 534 General and administrative 326 653 Total stock-based compensation expense $ 412 $ 1,187 |
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: Three Months Ended March 31, Three Months Ended March 31, 2019 2018 Risk-free interest rate 2.68 % 2.18 % Expected life of the options 6 years 5 years Expected volatility of the underlying stock 104 % 103 % Expected dividend rate 0 % 0 % |
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, 2018 through March 31, 2019: Shares Weighted Average Exercise Price Outstanding, December 31, 2018 2,713,979 $ 4.67 Granted 530,000 4.72 Exercised (133,837 ) 3.77 Options forfeited/cancelled (39,098 ) 1.96 Outstanding, March 31, 2019 3,071,044 $ 4.84 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Text Block [Abstract] | |
Common Stock Warrant Activity | The following table summarizes the common stock warrant activity from December 31, 2018 through March 31, 2019: Shares Weighted Average Exercise Price Outstanding, December 31, 2018 10,647,026 $ 3.48 Granted — — Exercised (85,090 ) 3.00 Forfeited/cancelled (143,411 ) 3.00 Outstanding, March 31, 2019 10,418,525 $ 3.56 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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: March 31, 2019 (shares) March 31, 2018 (shares) Warrants to purchase shares of common stock 10,418,525 11,449,463 Options to purchase shares of common stock 3,071,044 5,615,263 Shares of common stock issuable upon conversion of preferred stock 514,602 4,312,282 14,004,171 21,377,008 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Maturity of operating lease | Maturity of operating lease as of March 31, 2019 in thousands: 2019 $ 33 2020 47 2021 48 2022 8 Total 136 Less imputed interest 21 Present value of lease liability $ 115 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | |||
Feb. 28, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Basis of Presentation [Line Items] | |||||
Unrestricted cash and cash equivalents | $ 6,972 | $ 3,988 | $ 8,253 | $ 3,053 | |
Proceeds from sale of common stock | 2,003 | $ 4,451 | |||
Expected costs of trail and general overhead | 100,000 | ||||
Maximum [Member] | |||||
Basis of Presentation [Line Items] | |||||
Rights issue finance required | 70,000 | ||||
Minimum [Member] | |||||
Basis of Presentation [Line Items] | |||||
Rights issue finance required | $ 50,000 | ||||
2019 At Market Sales Agreement [Member] | |||||
Basis of Presentation [Line Items] | |||||
Proceeds from sale of common stock | $ 1,870 |
Accrued Expenses and Other (Det
Accrued Expenses and Other (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Schedule of Accrued Liabilities [Line Items] | ||
Legal and accounting fees | $ 30 | $ 45 |
Accrued compensation | 392 | 1,294 |
Lease liability | 34 | 0 |
Accrued research and development costs and other | 3 | 173 |
Total | $ 459 | $ 1,512 |
Line of Credit - Additional Inf
Line of Credit - Additional Information (Detail) - USD ($) | 3 Months Ended | |||||
Mar. 31, 2019 | Mar. 31, 2018 | Jan. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2017 | Dec. 19, 2017 | |
Line of Credit Facility [Line Items] | ||||||
Number of securities called by warrant | 500,000 | 3,579,642 | ||||
Warrant value | $ 696,000 | |||||
Expected life | 0 years | 0 years | ||||
Expected Volatility | 104.00% | 103.00% | ||||
Expected dividend | 0.00% | 0.00% | ||||
Risk free interest rate | 2.68% | 2.18% | ||||
Amortization of interest expense | $ 22,000 | $ 84,000 | ||||
Director And Shareholder [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Minority interest | 7.00% | |||||
Director | Director And Shareholder [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit current | $ 0 | |||||
Unsecured Line Of Credit | Director | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility | $ 10,000,000 | |||||
Short term borrowing interest rate | 2.70% | |||||
Number of securities called by warrant | 1,000,000 | |||||
Exercise price of warrant | $ 5 | |||||
Warrant | ||||||
Line of Credit Facility [Line Items] | ||||||
Expected life | 7 years | |||||
Expected Volatility | 98.00% | |||||
Expected dividend | 0.00% | |||||
Risk free interest rate | 2.05% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted-average grant-date fair values of options granted | $ / shares | $ 3.83 |
Unvested option | 579,375 |
Unrecognized compensation cost | $ | $ 1,699,000 |
Unrecognized compensation cost, recognition period | 1 year 3 months 3 days |
Number of options granted | 530,000 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense Related to Common Stock Options, Restricted Common Stock and Common Stock Warrants (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 412 | $ 1,187 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 86 | 534 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 326 | $ 653 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Shares | |
Beginning Balance | shares | 2,713,979 |
Granted | shares | 530,000 |
Forfeited/Cancelled | shares | (39,098) |
Exercised | shares | (133,837) |
Ending Balance | shares | 3,071,044 |
Weighted Average Exercise Price | |
Beginning Balance | $ / shares | $ 4.67 |
Granted | $ / shares | 4.72 |
Forfeited/Cancelled | $ / shares | 1.96 |
Exercised | $ / shares | 3.77 |
Ending Balance | $ / shares | $ 4.84 |
Weighted Average Assumptions Us
Weighted Average Assumptions Used to Determine Fair Value of Options Granted (Detail) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 2.68% | 2.18% |
Expected life of the options | 0 years | 0 years |
Expected volatility of the underlying stock | 104.00% | 103.00% |
Expected dividend rate | 0.00% | 0.00% |
Common Stock Warrant Activity (
Common Stock Warrant Activity (Detail) - Warrant | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Shares | |
Outstanding, December 31, 2018 | shares | 10,647,026 |
Granted | shares | 0 |
Exercised | shares | (85,090) |
Forfeited/cancelled | shares | (143,411) |
Outstanding, March 31, 2019 | shares | 10,418,525 |
Weighted Average Exercise Price | |
Outstanding, December 31, 2018 | $ / shares | $ 3.48 |
Granted | $ / shares | 0 |
Exercised | $ / shares | 3 |
Forfeited/cancelled | $ / shares | 3 |
Outstanding, March 31, 2019 | $ / shares | $ 3.56 |
Dilutive Shares Which Could Exi
Dilutive Shares Which Could Exist Pursuant to Exercise of Outstanding Stock Instruments and Which were not Included in Calculation (Detail) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive shares not included in calculation | 14,004,171 | 21,377,008 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive shares not included in calculation | 10,418,525 | 11,449,463 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive shares not included in calculation | 3,071,044 | 5,615,263 |
Contingently Issuable Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive shares not included in calculation | 514,602 | 4,312,282 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | May 19, 2017 | |
Net proceeds from issuance of common stock | $ 2,003,000 | $ 4,451,000 | |
2017 At Market Agreement | |||
Aggregate Offering Price | $ 30,000,000 | ||
Commissions as Percentage of Gross Offering Proceeds | 3.00% | ||
Shares of common stock issued | 395,233 | ||
Net proceeds from issuance of common stock | $ 1,865,000 | ||
Other Agreements | Series A, B and C Preferred Stock | |||
Common stock issued for dividend | 74,476 |
Preferred Stock Conversion in_2
Preferred Stock Conversion into Common Stock - Additional Information (Detail) $ in Thousands | Jan. 11, 2019shares | Jan. 31, 2019USD ($)shares | Mar. 31, 2019USD ($)shares | Mar. 31, 2018USD ($) | Jan. 01, 2019shares |
Number of shares called by warrants | 500,000 | 3,579,642 | |||
Recognition of non cash charge related to extension of warrants | $ | $ 6,622 | $ 6,622 | $ 0 | ||
Warrants Issued | 3,579,642 | ||||
Minimum Expected Life Range [Member] | Maximum [Member] | Before Modification of Terms of Warrants [Member] | |||||
Derivative Liability | 1.33 | ||||
Minimum Expected Life Range [Member] | Maximum [Member] | After Modification of Terms of Warrants [Member] | |||||
Derivative Liability | 6.33 | ||||
Minimum Expected Life Range [Member] | Minimum [Member] | Before Modification of Terms of Warrants [Member] | |||||
Derivative Liability | 0.09 | ||||
Minimum Expected Life Range [Member] | Minimum [Member] | After Modification of Terms of Warrants [Member] | |||||
Derivative Liability | 5.09 | ||||
Measurement Input, Volatility Rate [Member] | Before Modification of Terms of Warrants [Member] | |||||
Derivative Liability | 98 | ||||
Measurement Input, Volatility Rate [Member] | After Modification of Terms of Warrants [Member] | |||||
Derivative Liability | 106 | ||||
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | Before Modification of Terms of Warrants [Member] | |||||
Derivative Liability | 2.59 | ||||
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | After Modification of Terms of Warrants [Member] | |||||
Derivative Liability | 2.6 | ||||
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | Before Modification of Terms of Warrants [Member] | |||||
Derivative Liability | 2.4 | ||||
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | After Modification of Terms of Warrants [Member] | |||||
Derivative Liability | 2.56 | ||||
Measurement Input, Dividend Yield Rate [Member] | Before Modification of Terms of Warrants [Member] | |||||
Derivative Liability | 0 | ||||
Measurement Input, Dividend Yield Rate [Member] | After Modification of Terms of Warrants [Member] | |||||
Derivative Liability | 0 | ||||
Common Stock [Member] | 10X Fund L.P.[Member] | |||||
Common stocks issued upon conversion of Preferred Stock | 3,789,346 | ||||
Series B1 B2 and B3 Convertible Preferred Stock [Member] | 10X Fund L.P.[Member] | |||||
Convertible preferred shares | 5,508,000 |
Leases - Maturity of operating
Leases - Maturity of operating lease (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 33 |
2020 | 47 |
2021 | 48 |
2022 | 8 |
Total | 136 |
Less imputed interest | 21 |
Present value of lease liability | $ 115 |
Leases Additional Information (
Leases Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
Term of Contract | 38 months | ||
Lease Deposits | $ 6,000 | ||
Lease liability | $ 34,000 | $ 0 | |
Discount rate | 11.04% | ||
Other assets | |||
Right-of-Use Asset | $ 108,000 | ||
Accrued And Other Liabilities Current | |||
Lease liability | 34,000 | ||
Other liabilities | |||
Non current lease liability | 81,000 | ||
General and administrative | |||
Lease cost | $ 11,000 |
Galectin Science LLC - Addition
Galectin Science LLC - Additional Information (Detail) - Galectin Sciences, LLC - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 33 Months Ended |
Jan. 31, 2014 | Mar. 31, 2019 | Dec. 31, 2014 | Mar. 31, 2019 | |
Investments in and Advances to Affiliates [Line Items] | ||||
Equity method investment in Galectin Sciences LLC | $ 400,000 | |||
Subsequent capital contribution | $ 55,000 | $ 1,859,000 | ||
Equity Method Investment, Ownership Percentage | 50.00% | |||
Loss from equity method investment in Galectin Sciences, LLC | $ 400,000 | |||
SBH Sciences, Inc | ||||
Investments in and Advances to Affiliates [Line Items] | ||||
Subsequent capital contribution | $ 123,000 | |||
Ownership Percentage | 81.20% | |||
SBH Sciences, Inc | In Process Research and Development | ||||
Investments in and Advances to Affiliates [Line Items] | ||||
Estimated fair value of the IPR&D Contributed by SBH | $ 400,000 |