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SEC Comment Letter for GALECTIN THERAPEUTICS INC (GALT) (CIK 0001133416) (GALT) — Aug 23, 2016

GALECTIN THERAPEUTICS INC (GALT) (CIK 0001133416)
Date: Aug. 23, 2016 · CIK: 0001133416 · Accession: 0000000000-16-089767

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File numbers found in text: 333-213138

Date
August 23, 2016
Author
/s/ Joseph McCann for
Form
UPLOAD
Company
GALECTIN THERAPEUTICS INC (GALT) (CIK 0001133416)

Letter

August 23, 2016 Jack W. Callicutt Chief Financial Officer Galectin Therapeutics Inc. 4960 Peachtree Industrial Blvd., Suite 240 Norcross, Georgia 30071

Re: Galectin Therapeutics Inc. Registration Statement on Form S-3 Filed August 15, 2016 File No. 333-213138

Dear Mr. Callicutt :

We have limited our review of your registration statement to the issue we have addressed in our comment .

Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in y our response.

After reviewing any amendment to your registration statement and the information you provide in response to this comment , we may have additional comments.

Important Information Incorporated by Reference, page 14

1. We note that you have i ncorporated by reference your Form 10 -K for the fiscal year ended December 31, 2015 and that your Form 10 -K incorporates Part III information by reference to your definitive proxy statement. We also note that instead of providing Part III information in a definitive proxy statement, you provided it in a Form 10 -K/A filed on April 29, 2016. Please revise your registration statement to incorporate by reference the Form 10 -K/A filed on April 29, 2016.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Jack W. Callicutt Galectin Therapeutics Inc. August 23, 2016 Page 2

Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement , please provide a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commiss ion from taking any action with respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and ac curacy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of thei r respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to rev iew any amendment prior to the requested effective date of the registration statement.

Please contact Christina Thomas at (202) 551 -3577 with any questions.

Sincerely,
/s/ Joseph McCann for

Show Raw Text
August 23, 2016

Jack W. Callicutt
Chief Financial  Officer
Galectin Therapeutics Inc.
4960 Peachtree Industrial Blvd., Suite 240
Norcross, Georgia 30071

Re: Galectin  Therapeutics Inc.
  Registration Statement on Form S-3
Filed  August 15, 2016
  File No.  333-213138

Dear Mr. Callicutt :

We have limited our review of your registration  statement to the issue  we have addressed
in our comment .

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment applies  to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in y our
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

Important Information Incorporated by Reference, page 14

1. We note that you have i ncorporated by reference your Form 10 -K for the fiscal year
ended December 31, 2015 and that your Form 10 -K incorporates Part III information by
reference to your definitive proxy statement.  We also note that instead of providing Part
III information in a  definitive proxy statement, you provided it in a Form 10 -K/A filed on
April 29, 2016.  Please revise your registration statement to incorporate by reference the
Form 10 -K/A filed on April 29, 2016.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Jack W. Callicutt
Galectin Therapeutics Inc.
August 23, 2016
Page 2

 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commiss ion from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and ac curacy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to rev iew any amendment prior to the requested effective date of the
registration statement.

Please contact Christina Thomas  at (202) 551 -3577  with any questions.

Sincerely,

 /s/ Joseph McCann for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Robert E. Tritt
 Dentons US LLP