Galecto, Inc. 8-K

What Happened
Galecto, Inc. announced the appointment of Sherwin Sattarzadeh as Chief Operating Officer, effective January 5, 2026, and filed details of his compensation and equity inducements. The company also issued a warrant to Paramora Holding LLC on December 31, 2025 under a previously disclosed antibody discovery and option agreement, allowing Paramora to purchase up to 628,302 shares of Galecto common stock.

Key Details

• COO appointment: Sherwin Sattarzadeh (age 47) named COO effective January 5, 2026. Background includes senior roles at Blueprint Medicines and experience in hematology/oncology and rare disease drug development.
• Cash compensation: annual base salary $540,000 and target annual bonus of 40% of base salary.
• Equity and vesting: initial inducement awards include 190,376 restricted stock units (RSUs) vesting annually over four years and non‑qualified stock options for 444,209 shares (25% vest at one year, then monthly to year four). Awards were provided as Nasdaq‑required inducements.
• Severance/change‑in‑control: if terminated without cause or for good reason (outside the specified sale-event window) eligible for 12 months' base salary, prorated target bonus, unpaid prior-year bonus, and up to 12 months of company‑subsidized health coverage; if termination occurs within 3 months before or 12 months after a sale event, severance rises to 18 months' base salary, prorated target bonus, unpaid prior‑year bonus, up to 18 months health coverage, and accelerated vesting of outstanding equity awards.
• Warrant issuance: on December 31, 2025, Galecto issued a warrant to Paramora to purchase up to 628,302 shares at an exercise price of $23.01 (the closing price that day); the warrant expires 10 years from the issue date. The company relied on Section 4(a)(2) private‑placement exemption.

Why It Matters
The filing signals a leadership change intended to strengthen Galecto’s operational and regulatory capabilities through an experienced industry executive, with substantial cash and equity compensation that will increase stock‑based compensation expense and potential share dilution. The Paramora warrant, if exercised, represents a clearly defined potential share increase at a $23.01 exercise price and has a 10‑year term; investors should note both the new executive’s inducement awards and the outstanding warrant when considering potential dilution and future share count.