0000899243-20-029588.txt : 20201028 0000899243-20-029588.hdr.sgml : 20201028 20201028211107 ACCESSION NUMBER: 0000899243-20-029588 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201028 FILED AS OF DATE: 20201028 DATE AS OF CHANGE: 20201028 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Khuong Chau Quang CENTRAL INDEX KEY: 0001609405 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39655 FILM NUMBER: 201270212 MAIL ADDRESS: STREET 1: C/O ORBIMED ADVISORS STREET 2: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Galecto Inc. CENTRAL INDEX KEY: 0001800315 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 371957007 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: GALECTO BIOTECH AB STREET 2: OLE MAALOES VEJ3 CITY: COPENHAGEN STATE: G7 ZIP: DK-2200 BUSINESS PHONE: 45-70-70-52-10 MAIL ADDRESS: STREET 1: GALECTO BIOTECH AB STREET 2: OLE MAALOES VEJ3 CITY: COPENHAGEN STATE: G7 ZIP: DK-2200 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-10-28 0 0001800315 Galecto Inc. GLTO 0001609405 Khuong Chau Quang C/O GALECTO, INC. OLE MAALOES VEJ 3 COPENHAGEN N G7 DK-2200 DENMARK 1 0 1 0 Series C-2 Preferred Stock Common Stock 759110 I See footnote Series C-2 Preferred Stock Common Stock 303645 I See footnote Series C-4 Preferred Stock Common Stock 708504 I See footnote Series C-4 Preferred Stock Common Stock 283402 I See footnote Series C-5 Preferred Stock Common Stock 202428 I See footnote Series C-5 Preferred Stock Common Stock 80972 I See footnote Series D Preferred Stock Common Stock 385782 I See footnote Series D Preferred Stock Common Stock 154292 I See footnote Series D Preferred Stock Common Stock 191787 I See footnote The Series C-2 Preferred Stock, Series C-4 Preferred Stock, Series C-5 Preferred Stock, and Series D Preferred Stock (collectively, the "Preferred Stock") is convertible into Common Stock at a ratio of 2.59970:1 into the number of shares of Common Stock as shown in Column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering without payment of additional consideration. The Preferred Stock has no expiration date. These securities are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by OPI VII and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is an employee of OrbiMed Advisors. OrbiMed Advisors exercises its investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the securities held by OPI VII. These securities are held of record by OrbiMed Israel Partners II, L.P. ("OIP II"). OrbiMed Israel GP II, L.P. ("OrbiMed Israel") is the general partner of OIP II, and OrbiMed Advisors Israel II Limited ("OrbiMed Limited") is the managing member of OrbiMed Israel. By virtue of such relationships, OrbiMed Israel and OrbiMed Limited may be deemed to have voting and investment power over the securities held by OIP II and as a result may be deemed to have beneficial ownership over such securities. OrbiMed Limited exercises its investment and voting power through a management committee comprised of Carl L. Gordon, Jonathan Silverstein, Nissim Darvish, Anat Naschitz, and Erez Chimovits, each of whom disclaims beneficial ownership of the Shares held by OIP II. These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis Master Fund"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis Master Fund and OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by Genesis Master Fund and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is an employee of OrbiMed Advisors. OrbiMed Advisors exercises its investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the securities held by Genesis Master Fund. Exhibit 24 - Power of Attorney /s/ Jonathan Freve, attorney-in-fact 2020-10-28 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                                      Exhibit 24

                           LIMITED POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of Hans T. Schambye
and Jonathan Freve, signing singly, and with full power of substitution, the
undersigned's true and lawful attorney-in-fact to:

        (1)    execute for and on behalf of the undersigned, in the
undersigned's capacity as officer and/or director of Galecto, Inc., a Delaware
corporation (the "Company"), from time to time the following U.S. Securities and
Exchange Commission ("SEC") forms: (i) Form ID, including any attached documents
(such as Update Passphrase Authentication), to effect the assignment of codes to
the undersigned to be used in the transmission of information to the SEC using
the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of
Securities, including any attached documents; (iii) Form 4, Statement of Changes
in Beneficial Ownership of Securities, including any attached documents; (iv)
Form 5, Annual Statement of Beneficial Ownership of Securities in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the
rules thereunder, including any attached documents; (v) Schedules 13D and 13G;
and (vi) amendments of each thereof, in accordance with the Securities Exchange
Act of 1934, as amended, and the rules thereunder, including any attached
documents;

        (2)    do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5, Schedule 13D or 13G, or any amendment(s) thereto and timely file
such form(s) with the SEC and any securities exchange, national association or
similar authority; and

        (3)    take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended.  The undersigned hereby agrees
to indemnify the attorneys-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorneys-in-fact.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.  This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company.  This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an employee
or consultant of the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of October 27, 2020.


                                        /s/ Chau Quang Khuong
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                                        Signature


                                        Chau Quang Khuong
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                                        Print Name