0001193125-26-047535.txt : 20260212 0001193125-26-047535.hdr.sgml : 20260212 20260212060341 ACCESSION NUMBER: 0001193125-26-047535 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20260209 FILED AS OF DATE: 20260212 DATE AS OF CHANGE: 20260212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Harwin Peter Evan CENTRAL INDEX KEY: 0001663607 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39655 FILM NUMBER: 26623184 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fairmount Healthcare Fund II L.P. CENTRAL INDEX KEY: 0001769651 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39655 FILM NUMBER: 26623187 BUSINESS ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: (267) 760-4066 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fairmount Healthcare Co-Invest V L.P. CENTRAL INDEX KEY: 0002091559 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39655 FILM NUMBER: 26623186 BUSINESS ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: 267-262-5300 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fairmount Funds Management LLC CENTRAL INDEX KEY: 0001802528 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39655 FILM NUMBER: 26623188 BUSINESS ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: 267-262-5300 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kiselak Tomas CENTRAL INDEX KEY: 0001830177 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39655 FILM NUMBER: 26623185 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Galecto, Inc. CENTRAL INDEX KEY: 0001800315 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences EIN: 371957007 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 75 STATE STREET STREET 2: SUITE 100 CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 45-70-70-52-10 MAIL ADDRESS: STREET 1: 75 STATE STREET STREET 2: SUITE 100 CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: Galecto Inc. DATE OF NAME CHANGE: 20200116 4 1 ownership.xml 4 X0508 4 2026-02-09 0001800315 Galecto, Inc. GLTO 0001802528 Fairmount Funds Management LLC 200 BARR HARBOR DRIVE, SUITE 400 WEST CONSHOHOCKEN PA 19428 true false true false 0001769651 Fairmount Healthcare Fund II L.P. 200 BARR HARBOR DRIVE, SUITE 400 WEST CONSHOHOCKEN PA 19428 false false true false 0002091559 Fairmount Healthcare Co-Invest V L.P. 200 BARR HARBOR DRIVE, SUITE 400 WEST CONSHOHOCKEN PA 19428 false false true false 0001830177 Kiselak Tomas 200 BARR HARBOR DRIVE, SUITE 400 WEST CONSHOHOCKEN PA 19428 false false true false 0001663607 Harwin Peter Evan 200 BARR HARBOR DRIVE, SUITE 400 WEST CONSHOHOCKEN PA 19428 true false true false false Common Stock 2026-02-09 4 M false 5809000 0 A 5809000 I By Fairmount Healthcare Fund II L.P. Common Stock 2026-02-09 4 M false 2904000 0 A 2904000 I By Fairmount Healthcare Co-Invest V L.P. Series C Preferred Stock 2026-02-09 4 M false 5809 0 D Common Stock 5809000 1148 I By Fairmount Healthcare Fund II L.P. Series C Preferred Stock 2026-02-09 4 M false 2904 0 D Common Stock 2904000 574 I By Fairmount Healthcare Co-Invest V L.P. On February 9, 2026, the Issuer's stockholders approved the issuance of Common Stock upon conversion of the Issuer's Series C Non-Voting Convertible Preferred Stock, par value $0.00001 per share ("Series C Preferred Stock") (the "Requisite Stockholder Approval"). Accordingly, pursuant to the terms of the Certificate of Designations of Preferences, Rights and Limitations of Series C Non-Voting Convertible Preferred Stock, 5,809 shares of Series C Preferred Stock held by Fairmount Healthcare Fund II LP ("Fund II") and 2,904 shares of Series C Preferred Stock held by Fairmount Healthcare Co-Invest V L.P. ("Co-Invest") were converted into 5,809,000 shares of Common Stock and 2,904,000 shares of Common Stock, respectively. The securities of the Issuer held by the Reporting Persons, including the shares of Common Stock received upon conversion of the Series C Preferred Stock, are subject to the terms a lock-up agreement entered into with the underwriters for the Issuer's public offering, (Continued from footnote 1) pursuant to which certain of the Reporting Persons agreed, subject to certain exceptions, not to directly or indirectly sell or otherwise transfer securities of the Issuer for a period of 60 days following the date of the final prospectus supplement relating to the public offering, which was February 10, 2026. Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fund II and Co-Invest. Peter Harwin and Tomas Kiselak are the managers of Fairmount. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. Following receipt of the Requisite Stockholder Approval, each share of Series C Preferred Stock automatically converted into 1,000 shares of Common Stock, subject to certain beneficial ownership limitations. The Series C Preferred Stock has no expiration date. Fairmount may not convert such shares if Fairmount, together with its affiliates, would beneficially own more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. Fairmount, Fund II and Co-Invest may each be deemed a director by deputization of the Issuer by virtue of the fact that Peter Harwin serves on the board of directors of the Issuer and is a manager of Fairmount. /s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC 2026-02-12 /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II L.P. 2026-02-12 /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Co-Invest V L.P. 2026-02-12 /s/ Tomas Kiselak 2026-02-12 /s/ Peter Harwin 2026-02-12