UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 3, 2022

GALECTO, INC.

(Exact name of registrant as specified in its charter)

Ole Maaloes Vej 3

DK-2200 Copenhagen N

Denmark

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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

The Board of Directors (the “Board”) of Galecto, Inc. (the “Company”) approved, effective as of February 3, 2022, the establishment of a Research and Development Committee of the Board (the “R&D Committee”) and an amendment to the Company’s Non-Employee Director Compensation Policy (as amended, the “Amended Compensation Policy”) to provide for annual retainer compensation of the members and Chair of the R&D Committee. Each member of the R&D Committee will receive a member retainer of $7,500 per year and the Chair of the R&D Committee will receive the member retainer amount and an additional $7,500. In addition, under the Amended Compensation Policy, the non-executive Chair of the Board shall, on each date of the Company’s annual meeting, receive an annual option to purchase 36,000 shares of the Company’s common stock, while all non-employee members of the Board shall continue to receive an annual option to purchase 18,000 shares of the Company’s common stock. The foregoing description of the Amended Compensation Policy does not purport to be complete and the description thereof is qualified in its entirety by reference to the Amended Compensation Policy, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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.