--- title: "Galecto (now Damora Therapeutics) buys Damora" url: "https://aibio.space/news/galecto-now-damora-therapeutics-buys-damora-agrees-about-285-million/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-11-10" section: "Mergers" tickers: "NASDAQ:DMRA" source: "https://www.sec.gov/Archives/edgar/data/1800315/000119312525273342/d53983d8k.htm" summary: "Galecto completed its acquisition of Damora Therapeutics on November 10, 2025. A concurrent private placement of Series C preferred stock for approximately" --- By the aibio.space news desk. Sources - [Damora Therapeutics, Inc. Form 8-K filed November 10, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1800315/000119312525273342/d53983d8k.htm) - [Damora Therapeutics, Inc. exhibit d53983dex991.htm to the November 10, 2025 Form 8-K (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1800315/000119312525273342/d53983dex991.htm) - [Damora Therapeutics, Inc. exhibit d53983dex101.htm to the November 10, 2025 Form 8-K (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1800315/000119312525273342/d53983dex101.htm) - [Damora Therapeutics, Inc. Form 10-K filed March 19, 2025: business overview and signatures (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1800315/000095017025041981/glto-20241231.htm) [DMRA](https://aibio.space/companies/damora-therapeutics/) 2025-11-10 # Galecto (now Damora Therapeutics) buys Damora, agrees to about $285 million private placement Tickers [DMRA](https://aibio.space/companies/damora-therapeutics/) Galecto completed its acquisition of Damora Therapeutics on November 10, 2025. A concurrent private placement of Series C preferred stock for approximately $285 million is expected to close November 12. ## Key facts - **Company**: Damora Therapeutics, Inc. (NASDAQ: DMRA) - **News type**: Mergers - **Primary source**: [Damora Therapeutics, Inc. Form 8-K filed November 10, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1800315/000119312525273342/d53983d8k.htm) *An empty boardroom with a long table. CC0, via rawpixel. The picture shows the field, not the companies named.* Galecto, Inc. acquired Damora Therapeutics, Inc. on November 10, 2025, and agreed the same day to sell Series C preferred stock in a private placement for an aggregate purchase price of approximately $285 million, according to a [Form 8-K](https://www.sec.gov/Archives/edgar/data/1800315/000119312525273342/d53983d8k.htm) filed that day. The placement is expected to close on November 12, 2025. ## The merger terms The deal ran in two steps. Daylight Merger Sub I, Inc. merged into Damora, which survived as a wholly owned subsidiary of Galecto. Damora then merged into Daylight Merger Sub II, LLC, which survived. The 8-K says the merger is intended to qualify as a tax-free reorganization. After closing, Galecto will issue to Damora's stockholders 265,309 shares of common stock, 16,366 shares of Series B Non-Voting Convertible Preferred Stock and 4,241 shares of Series C Non-Voting Convertible Preferred Stock. Each preferred share converts into 1,000 shares of common stock, subject to conditions. Certain Damora stockholders and certain Galecto directors and officers agreed to a 180-day lock-up on selling their shares. The 8-K says the Galecto board approved the merger agreement and that completing the merger did not need the approval of Galecto stockholders. ## The private placement Galecto agreed to sell 39,641 shares of Series C preferred stock to investors under a Securities Purchase Agreement dated November 10, 2025. The press release says the placement was led by Fairmount, with Viking Global Investors, Venrock Healthcare Capital Partners and Commodore Capital among the institutional investors. It puts gross proceeds to Galecto at approximately $284.9 million and says the money is expected to fund operations into 2029. The shares are sold without registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D. Under a Registration Rights Agreement, Galecto must file a resale registration statement with the SEC within 45 calendar days after the financing closes. The placement agents are Jefferies LLC, Leerink Partners LLC, UBS Securities LLC and LifeSci Capital, LLC, as named in the purchase agreement. The press release names Lucid Capital Markets as financial advisor to the Galecto board, Wedbush PacGrow as financial advisor to Damora, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as Galecto's legal counsel, and Gibson, Dunn & Crutcher LLP as Damora's legal counsel. ## The votes the deal needs Galecto agreed to hold a stockholders' meeting on three matters: converting the Series B and Series C preferred stock into common stock under Nasdaq rules, changing the company's state of incorporation, and, if needed, amending its charter to authorize more common shares or to effect a reverse stock split to keep meeting Nasdaq listing standards. Certain officers and directors signed support agreements to vote in favor. The press release says that, on an as-converted basis and after these transactions, Galecto will have 61,998,882 shares of common stock. The conversion terms matter for dilution. Each preferred share converts into 1,000 common shares, and the conversion depends on the stockholder vote and on conditions the filing describes. ## The companies and the board Damora is privately held and develops antibodies for myeloproliferative neoplasms, blood cancers driven by mutant calreticulin. Its lead program, DMR-001, is expected to report Phase 1 proof-of-concept data in 2027. The press release says Galecto expects the combined company to have financial runway into 2029. The annual report Galecto filed March 19, 2025 says its auditor included an explanatory paragraph about the company's ability to continue as a going concern. Anne Prener, David Shapiro and Amy Wechsler resigned from the Galecto board before the merger took effect. The 8-K says the resignations were not the result of any disagreement with the company about its operations, policies or practices. Peter Harwin, Chris Cain and Julianne Bruno, all with Fairmount, joined the board immediately after the merger. Hans Schambye is president and chief executive officer of Galecto. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story DMRA Damora Therapeutics, Inc. 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Cite as: aibio.space, "Galecto (now Damora Therapeutics) buys Damora", 2025-11-10, https://aibio.space/news/galecto-now-damora-therapeutics-buys-damora-agrees-about-285-million/