8-K/A
Damora Therapeutics, Inc. (DMRA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 5, 2025 (November 10, 2025)
GALECTO, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39655 | 37-1957007 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
75 State Street, Suite 100
Boston, MA 02109
(Address of principal executive offices, including zip code)
(+45) 70 70 52 10
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trade<br><br>Symbol(s) | Name of each exchange<br><br>on which registered |
|---|---|---|
| Common Stock, $0.00001 par value per share | GLTO | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) is being filed as a supplement to the Current Report on Form 8-K filed by Galecto, Inc., a Delaware corporation (the “Company”), on November 10, 2025 (the “Original Report”). The Original Report was filed, among other things, to report the filing of the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock (the “Certificate of Designation of Series C Preferred Stock”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”). This Amendment amends the Original Report solely to update the disclosure regarding the Certificate of Designation of Series C Preferred Stock, and to disclose that the Company has filed a certificate of correction to the Certificate of Designation of Series C Preferred Stock to correct an error contained in the Certificate of Designation of Series C Preferred Stock.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 5, 2025, the Company filed with the Delaware Secretary of State a Certificate of Correction (the “Certificate of Correction”) to the Certificate of Designation of Series C Preferred Stock to correct an inadvertent error in the number of shares of Series C Non-Voting Convertible Preferred Stock, par value $0.00001 per share (the “Series C Preferred Stock”), that the Company is authorized to issue by modifying Section 2 of the Certificate of Designation of Series C Preferred Stock to correctly state that the number of authorized shares of Series C Preferred Stock is 43,882 shares instead of 43,855 shares.
The foregoing description of the Certificate of Correction does not purport to be complete and is qualified in its entirety by reference to the Certificate of Correction, a copy of which is filed as Exhibit 3.3 to this Current Report on Form 8-K/A and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit<br><br>Number | Description |
|---|---|
| 3.3 | Certificate of Correction of the Certificate of Designation of Series C Preferred Stock, filed December 5, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Galecto, Inc. | ||
|---|---|---|
| Date: December 9, 2025 | By: | /s/ Hans T. Schambye |
| Hans T. Schambye, M.D., Ph.D. | ||
| President and Chief Executive Officer |
EX-3.3
Exhibit 3.3
STATE OF DELAWARE
CERTIFICATE OF CORRECTION
TO THE
CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF
SERIES C NON-VOTING CONVERTIBLE PREFERRED STOCK
OF
GALECTO, INC.
GALECTO, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”).
DOES HEREBY CERTIFY:
The name of the corporation is Galecto, Inc.
That a CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C NON-VOTING CONVERTIBLE PREFERRED STOCK (the “Certificate of Designation”) was filed by the Secretary of State of Delaware on November 7, 2025 and that said Certificate of Designation requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.
The inaccuracy or defect of said Certificate of Designation is:
The Certificate of Designation did not appropriately reflect the number of authorized shares of the Corporation’s preferred stock, par value $0.00001 per share, designated as “Series C Non-Voting Convertible Preferred Stock” due to a scriveners error.
- The RESOLVED clause in the Certificate of Designation is hereby corrected to read as follows:
“RESOLVED: that, pursuant to authority conferred upon the Board of Directors by the Certificate of Incorporation, (i) a new series of Preferred Stock of the Corporation be, and hereby is authorized by the Board of Directors, (ii) the Board of Directors hereby authorizes the issuance of 43,882 shares of “Series C Non-Voting Convertible Preferred Stock” pursuant to the terms of (A) the Agreement and Plan of Merger, dated as of the date hereof, by and among the Corporation, Daylight Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Corporation, Daylight Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Corporation, and Damora Therapeutics, Inc., a Delaware corporation (the “Merger Agreement”), and (B) the Securities Purchase Agreement, dated as of the date hereof, by and among the Corporation and the initial Holders (as defined below) (the “Purchase Agreement”), and (iii) the Board of Directors hereby fixes the designations, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of such shares of Preferred Stock, in addition to any provisions set forth in the Certificate of Incorporation that are applicable to the Preferred Stock of all classes and series, as follows:”
- Section 2 of the Certificate of Designation is hereby corrected to read as follows:
“2. Designation, Amount and Par Value. The series of Preferred Stock shall be designated as the Corporation’s Series C Non-Voting Convertible Preferred Stock (the “Series C Non-Voting Preferred
Stock”) and the number of shares so designated shall be 43,882. Each share of Series C Non-Voting Preferred Stock shall have a par value of $0.00001 per share.”
[Remainder of Page Intentionally Left Blank]
In witness whereof, the Corporation has caused this Certificate of Correction of the Certificate of Designation to be signed by its Chief Executive Officer this 5th day of December, 2025.
By: /s/ Hans T. Schambye
Name: Hans T. Schambye, M.D., Ph.D.
Title: President and Chief Executive Officer