Galectin Therapeutics (GALT) risk factors, FY2025 10-K

Galectin Therapeutics's FY2025 10-K, filed Mar 31, 2026, lists 40 risk factors in 5 groups. Against the prior year's 42: 7 new, 9 dropped, 4 substantially reworded.

Risk factors listed
405 groups
New this year
7vs 42 last year
Dropped
9since the prior 10-K
Substantially reworded
4of those kept
Section length
9k wordsItem 1A

What the changes say

  • Board chairman Uihlein remains our primary debt and equity financing source through a $10 million line of credit.
  • Net losses reached $29.7 million in 2025, with an accumulated deficit of $431 million.
  • Belapectin's NAVIGATE trial failed its primary endpoint, and we are planning a Phase 3 trial following FDA discussions.

What changed since the prior 10-K

New

  • NewRisks Related to Our Company

    We are significantly dependent on Mr. Uihlein for financing, and there is no assurance that he will continue to provide funding

    We are heavily dependent on our board chairman, Mr. Uihlein, for debt and equity financing without any contractual obligation on his part.

  • NewRisks Related to Our Company

    We are dependent on third parties for clinical trial design, execution, and manufacturing, and their failure to perform could adversely affect our business

    We rely on third parties like Fortrea to design and run trials and use two primary purchase-order suppliers to manufacture belapectin.

  • NewRisks Related to Our Company

    We have identified a material weakness in our internal control over financial reporting, which, if not remediated, could result in material misstatements in our financial statements

    We identified a material weakness in internal controls regarding the valuation of derivative liabilities tied to convertible notes payable.

  • NewRisks Related to the Regulation of our Products

    the costs involved in enforcing or defending patent claims or other intellectual property rights

    Enforcing or defending patent claims could involve prohibitive costs that delay drug approvals.

  • NewRisks Related to the Regulation of our Products

    Clinical trial data may be negative, inconclusive, or subject to varying interpretations, and our product candidates may cause undesirable side effects, any of which could delay, limit, or prevent regulatory approval

    Belapectin clinical data may prove negative or cause undesirable side effects that halt trial progression.

  • NewRisks Related to Our Intellectual Property

    Our competitive position depends upon protection of our intellectual property, and we may be unable to adequately protect our proprietary rights

    Uncertain patent protection in the U.S. and abroad could allow competitors to practice our technologies.

  • NewRisks Related to Our Intellectual Property

    Trademark registrations, confidentiality agreements, and trade secret protections may be inadequate to protect our intellectual property

    Inadequate trademark registrations, confidentiality breaches, and unprotectable trade secrets could harm our competitive position.

Dropped

  • DroppedRisks Related to Our Company

    There are risks associated with our reliance on third parties to design trial protocols, arrange for and monitor the clinical trials, and collect and analyze data

  • DroppedRisks Related to the Regulation of our Products

    Data obtained from clinical trials are not necessarily predictive of future results, may be negative or inconclusive, and are susceptible to varying interpretations, which could delay, limit or prevent regulatory clearances

  • DroppedRisks Related to the Regulation of our Products

    Our product candidates may cause undesirable side effects or have other properties that could delay or prevent their regulatory approval, limit the commercial profile of an approved label, or result in significant negative consequences following any marketing approval

  • DroppedRisks Related to Our Intellectual Property

    Our competitive position is contingent upon the protection of our intellectual property

  • DroppedRisks Related to Our Intellectual Property

    the patents of others may have an adverse effect on our business

  • DroppedRisks Related to Our Intellectual Property

    Obtaining and maintaining our patent protection depends upon compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements

  • DroppedRisks Related to Our Intellectual Property

    Our failure to secure trademark registration could adversely affect our ability to market our product candidates and our business

  • DroppedRisks Related to Our Intellectual Property

    Confidentiality agreements with employees and others may not adequately prevent disclosure of our trade secrets and other proprietary information and may not adequately protect our intellectual property, which could impede our ability to compete

    Reliance on third parties and government agencies for trial design and funding.

  • DroppedRisks Related to Our Intellectual Property

    We may be subject to claims that our employees have wrongfully used or disclosed alleged trade secrets of their former employers

Reworded

  • 84% rewrittenRisks Related to Our Company

    We have from time to time faced substantial doubt about our ability to continue as a going concern

    Updated 2025 net losses to $29.7 million and cash usage to $23.9 million, extending projected cash sufficiency to April 2027 while noting periodic going concern doubts.

    Was: There is substantial doubt about our ability to continue as a going concern

  • 84% rewrittenRisks Related to Our Intellectual Property

    We may incur substantial costs from intellectual property litigation, and we may be unable to protect or use our technology

    Added specific risks regarding expensive patent litigation and third-party claims that our product candidates infringe their patents.

    Was: We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights, and we may be unable to protect our rights to, or use of, our technology

  • 83% rewrittenRisks Related to Our Company

    Our NAVIGATE trial was our only active clinical trial

    Updated NAVIGATE trial status to note a planned Type C meeting with the FDA to prepare for a potential Phase 3 trial.

    Was: Our NAVIGATE trial was our only active clinical trial, and we currently do not have plans or funding to undertake another clinical trial

  • 37% rewrittenRisks Related to Our Company

    We have incurred net losses to date and must raise additional capital in order to continue to operate

    Updated accumulated deficit to $431 million, unrestricted cash to $17.7 million as of December 31, 2025, and cash runway extension through April 2027.

All 40 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Company

  1. 01We have incurred net losses to date and must raise additional capital in order to continue to operate37% rewritten
  2. 02We are significantly dependent on Mr. Uihlein for financing, and there is no assurance that he will continue to provide fundingNew
  3. 03Our NAVIGATE trial was our only active clinical trial83% rewritten
  4. 04We have from time to time faced substantial doubt about our ability to continue as a going concern84% rewritten
  5. 05We are a development stage company and have not yet generated any revenue
  6. 06We are dependent on the success of our lead product candidate, belapectin, and we cannot be certain that our product candidates will receive regulatory approval or be successfully commercialized
  7. 07Before obtaining regulatory approval for the sale of any drug candidate, we must conduct extensive pre-clinical studies and clinical trials to demonstrate the safety and efficacy of our product candidates in humans
  8. 08Even if we receive regulatory approval, we may be unable to commercialize our product candidates
  9. 09We are dependent on third parties for clinical trial design, execution, and manufacturing, and their failure to perform could adversely affect our businessNew
  10. 10There are risks associated with our reliance on third parties for manufacturing belapectin
  11. 11We are exposed to pre-clinical and clinical liability risks which could place a financial burden upon us, should we be sued, because we do not currently have product liability insurance beyond our general insurance coverage
  12. 12We face intense competition in the biotechnology and pharmaceutical industries
  13. 13The market for our proposed products is rapidly changing and competitive, and new drugs and new treatments that may be developed by others could impair our ability to maintain and grow our business and remain competitive
  14. 14Our lack of operating experience may cause us difficulty in managing our growth
  15. 15We depend on key individuals to develop our products and core technologies and pursue collaborative relationships
  16. 16We may fail to comply with our reporting and other requirements under federal securities laws
  17. 17We have identified a material weakness in our internal control over financial reporting, which, if not remediated, could result in material misstatements in our financial statementsNew
  18. 18Our long-term success is dependent not only upon the success of our trials but also upon us being able to capitalize upon potential positive results of our trials, which is not assured
  19. 19We have previously been a defendant in a shareholder derivative action, and any possible future such lawsuits may adversely affect our business, financial condition, results of operations and cash flows

Risks Related to the Regulation of our Products

  1. 20We will need regulatory approvals to commercialize our products
  2. 21Even if we obtain regulatory approvals, our marketed drugs will be subject to ongoing regulatory review. If we fail to comply with ongoing regulatory requirements, we could lose our approvals to market drugs, in which case our business would be materially adversely affected
  3. 22The drug development process to obtain FDA approval is very costly and time consuming, and if we cannot complete our clinical trials in a cost-effective manner, our results of operations may be adversely affected
  4. 23the costs involved in enforcing or defending patent claims or other intellectual property rightsNew
  5. 24Clinical trial data may be negative, inconclusive, or subject to varying interpretations, and our product candidates may cause undesirable side effects, any of which could delay, limit, or prevent regulatory approvalNew
  6. 25Failure to obtain regulatory approval in international jurisdictions would prevent our product candidates from being marketed abroad

Risks Related to Our Intellectual Property

  1. 26Our competitive position depends upon protection of our intellectual property, and we may be unable to adequately protect our proprietary rightsNew
  2. 27We may incur substantial costs from intellectual property litigation, and we may be unable to protect or use our technology84% rewritten
  3. 28Trademark registrations, confidentiality agreements, and trade secret protections may be inadequate to protect our intellectual propertyNew

Risks Related to Information Technology and Cybersecurity

  1. 29We are dependent on information technology and our systems and infrastructure face certain risks, including from cybersecurity breaches and data leakage

Risks Related to Our Common Stock

  1. 30The market price of our common stock may be volatile and adversely affected by several factors. This could subject us to securities class action litigation, and our stockholders could incur substantial losses
  2. 31Our board of directors has the power to designate, without stockholder approval, additional series of preferred capital, the shares of which could be senior to our common stock and be entitled to conversion or voting rights that adversely affect the holders of our common stock
  3. 32Nevada law and our charter documents could make it more difficult for a third party to acquire us and discourage a takeover, which could depress the trading price of our common stock
  4. 33We may issue additional common stock, which might dilute the net tangible book value per share of our common stock
  5. 34A sale of a substantial number of shares of the common stock may cause the price of our common stock to decline
  6. 35We have not paid cash dividends on our common stock in the past and do not expect to pay cash dividends in the foreseeable future
  7. 36Our shares of common stock have been thinly traded, so you may be unable to sell at or near ask prices or even at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares
  8. 37Concentration of ownership by our principal stockholders may limit your ability to influence the outcome of director elections and other transactions requiring stockholder approval
  9. 38Richard E. Uihlein’s and 10X Fund’s significant ownership positions may deter or prevent efforts by other companies to acquire us, which could prevent our stockholders from realizing a control premium
  10. 39Richard E. Uihlein and/or 10X Fund could sell or transfer a substantial number of shares of our common stock, which could depress the price of our securities or result in a change in control of our company
  11. 40A pandemic similar to the COVID-19 pandemic could adversely impact our business, including our preclinical studies and clinical trials

Other Galectin Therapeutics 10-Ks

  • FY2024 10-K risk factors
    42 risks

    Galectin Therapeutics faces severe going concern doubts after accumulating $354 million in deficits and burning $41.8 million in 2024 cash.

    Filed Mar 31, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.