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SEC Comment Letter for GALECTIN THERAPEUTICS INC (GALT) (CIK 0001133416) (GALT) — Aug 10, 2018

GALECTIN THERAPEUTICS INC (GALT) (CIK 0001133416)
Date: Aug. 10, 2018 · CIK: 0001133416 · Accession: 0000000000-18-024891

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File numbers found in text: 333-226402

Date
August 10, 2018
Author
Harold Shlevin, Ph.D.
Form
UPLOAD
Company
GALECTIN THERAPEUTICS INC (GALT) (CIK 0001133416)

Letter

August 10, 2018 Harold Shlevin, Ph.D. Chief Executive Officer and President Galectin Therapeutics Inc. 4960 Peachtree Industrial Blvd., Suite 240 Norcross, Georgia 30071 Re:Galectin Therapeutics Inc. Registration Statement on Form S-3 Filed July 27, 2018 File No. 333-226402 Dear Dr. Shlevin: We have limited our review of your registration statement to those issues 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 your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Registration Statement on Form S-3 filed July 27, 2018 General 1.We note that the Line of Credit Warrant has not vested with respect to 500,000 of the 1,000,000 registered shares of common stock underlying the Line of Credit Warrant. It is premature to register in a secondary offering common stock underlying convertible securities if the investor is not irrevocably bound to purchase those securities. Please revise your registration statement to remove the 500,000 shares of common stock underlying the Line of Credit Warrant that have not yet vested. For guidance, refer to Compliance Disclosure Interpretations, Securities Act Sections, Question 139.11.

FirstName LastNameHarold Shlevin, Ph.D. Comapany NameGalectin Therapeutics Inc. August 10, 2018 Page 2 FirstName LastName Harold Shlevin, Ph.D. Galectin Therapeutics Inc. August 10, 2018 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Irene Paik at 202-551-6553 or Erin Jaskot at 202-551-3442 with any questions. Sincerely, Division of Corporation Finance Office of Healthcare & Insurance cc: Robert E. Tritt - Dentons US LLP

Show Raw Text
August 10, 2018
Harold Shlevin, Ph.D.
Chief Executive Officer and President
Galectin Therapeutics Inc.
4960 Peachtree Industrial Blvd., Suite 240
Norcross, Georgia 30071
Re:Galectin Therapeutics Inc.
Registration Statement on Form S-3
Filed July 27, 2018
File No. 333-226402
Dear Dr. Shlevin:
            We have limited our review of your registration statement to those issues 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 your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-3 filed July 27, 2018
General
1.We note that the Line of Credit Warrant has not vested with respect to 500,000 of the
1,000,000 registered shares of common stock underlying the Line of Credit Warrant.  It is
premature to register in a secondary offering common stock underlying convertible
securities if the investor is not irrevocably bound to purchase those securities.  Please
revise your registration statement to remove the 500,000 shares of common stock
underlying the Line of Credit Warrant that have not yet vested.  For guidance, refer to
Compliance Disclosure Interpretations, Securities Act Sections, Question 139.11.

 FirstName LastNameHarold  Shlevin, Ph.D.
 Comapany NameGalectin Therapeutics Inc.
 August 10, 2018 Page 2
 FirstName LastName
Harold  Shlevin, Ph.D.
Galectin Therapeutics Inc.
August 10, 2018
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Irene Paik at 202-551-6553 or Erin Jaskot at 202-551-3442 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Robert E. Tritt - Dentons US LLP