DMRA 8-K
Damora Therapeutics, Inc. (DMRA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|||
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|
|
|
|
(Address of principal executive offices, including zip code) |
|
|
|
|
|
|
|
|
|
( (Registrant’s telephone number, including area code) |
|
|
|
|
|
|
|
|
|
Galecto, Inc. (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 |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
The |
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. ☐
Item 2.02 |
Results of Operations and Financial Condition. |
On March 9, 2026, Damora Therapeutics, Inc., formerly known as Galecto, Inc. (the “Company”), issued a press release announcing, among other things, the Name Change Amendment (as defined below) and the Symbol Change (as defined below), which indicates that the Company had cash and cash equivalents of approximately $535 million as of February 28, 2026.
The estimated cash and cash equivalents amount is preliminary and unaudited, represents management’s estimate as of the date of this report, and does not present all necessary information for a complete understanding of the Company’s financial condition as of February 28, 2026. The actual financial results may differ materially from the preliminary estimated financial information.
In accordance with General Instruction B.2 of Form 8-K, the information under this Item 2.02, including Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 6, 2026, the Company filed with the Secretary of State of the State of Delaware an amendment to its Amended and Restated Certificate of Incorporation to change the name of the Company from “Galecto, Inc.” to “Damora Therapeutics, Inc.” (the “Name Change Amendment”). The Name Change Amendment became effective at 12:01 a.m. Eastern Time on March 10, 2026.
The board of directors of the Company (the “Board”) approved the Name Change Amendment pursuant to Section 242 of the General Corporation Law of the State of Delaware. Pursuant to Section 242 of the Delaware General Corporation Law, stockholder approval was not required to approve or effect the Name Change Amendment. The Name Change Amendment will not in any way affect the voting or other rights that accompany the Company’s common stock, par value $0.00001 per share (“Common Stock”), or the validity or transferability of the shares of Common Stock currently outstanding.
The Common Stock will continue to be quoted on The Nasdaq Capital Market, but beginning with the opening of trading on March 10, 2026, trading is expected to be under the new symbol “DMRA” (the “Symbol Change”). There will be no change to the Common Stock’s CUSIP in connection with the Name Change Amendment.
A copy of the Name Change Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 7.01 |
Regulation FD Disclosure. |
On March 9, 2026, the Company issued a press release announcing the Name Change Amendment and the Symbol Change, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information under this Item 7.01, including Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number |
|
Description of Document |
|
|
|
3.1 |
|
|
|
|
|
99.1 |
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
Damora Therapeutics, Inc. |
||
|
|
|
|
|||
Date: March 10, 2026 |
|
|
|
By: |
|
/s/ Sherwin Sattarzadeh |
|
|
|
|
|
|
Sherwin Sattarzadeh |
|
|
|
|
|
|
Chief Operating Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
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”), hereby certifies as follows:
2. The Corporation’s Amended and Restated Certificate of Incorporation was filed on November 2, 2020.
3. The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions amending the Amended and Restated Certificate of Incorporation, as currently in effect (the “Certificate of Incorporation”), to amend and restate Article I of the Certificate of Incorporation in its entirety as follows:
“The name of the Corporation is Damora Therapeutics, Inc.”
4. Except as amended hereby, the provisions of the Certificate of Incorporation shall remain in full force and effect.
5. This Certificate of Amendment shall be effective at 12:01 a.m. (Eastern Daylight Time) as of March 10, 2026.
[End of Text]
THIS CERTIFICATE OF AMENDMENT is executed as of this 6th day of March, 2026.
|
|
|
GALECTO, INC. |
||
|
|
|
By: |
|
/s/ Sherwin Sattarzadeh |
Name: |
|
Sherwin Sattarzadeh |
Title: |
|
Chief Operating Officer |
Exhibit 99.1
Galecto Announces Name Change to Damora Therapeutics with Mission to Fundamentally Redefine Care for Patients with Blood Disorders
-- Company will trade on Nasdaq under trading symbol "DMRA" effective March 10, 2026 --
-- On track to submit IND or CTA for DMR-001 in mutant-calreticulin essential thrombocythemia and myelofibrosis in mid-2026, with two clinical proof-of-concept datasets expected mid-2027 --
-- Strong financial position with approximately $535 million of cash and cash equivalents as of February 28, 2026, with anticipated runway into Phase 3 development of DMR-001 --
BOSTON, Mar. 9, 2026 (GLOBE NEWSWIRE) -- Galecto, Inc. (Galecto or the Company) (NASDAQ: GLTO), a biotechnology company working to fundamentally redefine care for patients with blood disorders, today announced its name change to Damora Therapeutics, Inc. (Damora). Effective March 10, 2026, Damora will trade on Nasdaq under the trading symbol “DMRA.”
The name change follows the completion of Galecto’s previously announced acquisition of privately held Damora and a concurrent private investment of approximately $285 million in November 2025. Combined with gross proceeds of approximately $316 million from the Company’s recently closed public offering in February 2026, Damora plans to rapidly advance its pipeline of mutant calreticulin (mutCALR)-targeted therapeutics in essential thrombocythemia (ET) and myelofibrosis (MF), beginning with lead program DMR-001.
“As Damora Therapeutics, we are bringing innovative, disease-modifying medicines to patients with mutCALR-driven myeloproliferative neoplasms (MPNs), where there is high medical need and no available treatments that target the underlying cause of disease,” said Sherwin Sattarzadeh, Chief Operating Officer. “With a strong operational foundation including board and executive leadership with a track record of clinical and commercial success, we are now scaling efforts to initiate clinical development of DMR-001 and rapidly advance it toward registration.”
DMR-001 is an investigational monoclonal antibody therapy targeting mutCALR with best-in-class potential, demonstrated by preclinical data showing its potent inhibition of both Type 1 and Type 2 mutCALR and an extended half-life expected to enable convenient, infrequent subcutaneous dosing. The Company’s additional anti-mutCALR pipeline therapies, DMR-002 and DMR-003, enable portfolio optionality to address the full spectrum of patients with mutCALR-driven MPNs.
MPNs are a group of rare, chronic blood cancers characterized by the abnormal production of blood cells in the bone marrow. MutCALR drives uncontrolled proliferation and disease progression in 25 percent of ET and 35 percent of MF cases. There are approximately 42,000 patients in the United States living with mutCALR-driven MPNs.
Damora anticipates the following upcoming milestones across its mutCALR programs:
About Damora Therapeutics
Damora Therapeutics is an innovative biotechnology company that aims to fundamentally redefine care for people with hematologic disorders. We are advancing a new generation of biologics to treat mutant calreticulin-driven myeloproliferative neoplasms, including essential thrombocythemia and myelofibrosis, where there is significant medical need for disease-modifying treatments. With multiple programs with best-in-class potential on track to enter clinical development in 2026, our goal is to rapidly bring forward optimized therapies with broad mutation coverage and exceptional convenience to dramatically improve patient outcomes. For more information, visit www.damoratx.com or follow us on LinkedIn.
Forward-Looking Statements
Certain statements in this press release, other than purely historical information, may constitute “forward-looking statements” within the meaning of the federal securities laws, including for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, express or implied statements relating to the Company’s expectations, hopes, beliefs, intentions or strategies regarding the future of its assets, pipeline and business including, without limitation, the timing for IND or CTA submissions for DMR-001, DMR-002 and DMR-003, the expected method of administration for DMR-001, the expected timing for Phase 1 data for DMR-001 and the length of time that the Company believes its existing cash and cash equivalents will fund its operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting the Company will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those uncertainties and factors described under the headings “Risk Factors,” “Cautionary Information Regarding Forward-Looking Statements” or “Cautionary Statement Regarding Forward-Looking Statements” in the Company’s most recent filings with the SEC. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth therein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this press release, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. The Company does not undertake or accept any duty to make any updates or revisions to any forward-looking statements.
Media Contact:
Lia Dangelico
Deerfield Group