Galera Therapeutics (GRTX) grants board discretion on Series B conversion

Rhea-AI Filing Summary

Galera Therapeutics, Inc. amended the terms of its Series B Non-Voting Convertible Preferred Stock. The company’s board of directors now has the sole discretion to elect to convert, in whole or in part, outstanding shares of this preferred stock into common stock, using the Conversion Ratio defined in the original certificate of designation.

This change was approved both by the board and by unanimous written consent of the holders of the Series B Non-Voting Preferred Stock, and the amendment was filed with the Secretary of State of Delaware as a Certificate of Amendment.

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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 12, 2026

GALERA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39114		46-1454898
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

101 Lindenwood Drive, Suite 225

Malvern, PA 19355

(Address of principal executive offices) (Zip Code)

(610) 725-1500

(Registrant’s telephone number, include area code)

N/A

(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
Common Stock, $0.001 par value per share		GRTX		OTCQB Market

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 12, 2026, Galera Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to the Certificate of Designation of Preferences, Rights, and Limitations of Series B Non-Voting Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of Delaware. The Amendment provides that, in the sole discretion of the Company’s board of directors (the “Board”), the Company may elect to convert, in whole or in part, outstanding shares of Series B Non-Voting Preferred Stock into a number of shares of Common Stock calculated based on the Conversion Ratio (as defined in the Certificate of Designation). The Amendment was approved by the Board and by unanimous written consent of the holders of the Company’s Series B Non-Voting Preferred Stock.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment to the Certificate of Designation of Preferences, Rights, and Limitations of Series B Non-Voting Convertible Preferred Stock
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

				GALERA THERAPEUTICS, INC.
Date: February 18, 2026				By:		/s/ J. Mel Sorensen, M.D.
						J. Mel Sorensen, M.D.
						President and Chief Executive Officer

FAQ

What corporate change did Galera Therapeutics (GRTX) disclose in this 8-K?

Galera Therapeutics disclosed an amendment to the Certificate of Designation for its Series B Non-Voting Convertible Preferred Stock. The amendment gives the board discretion to convert outstanding Series B preferred shares into common stock based on the existing Conversion Ratio terms.

Who can now decide to convert Galera Therapeutics’ Series B preferred stock?

The board of directors of Galera Therapeutics now has sole discretion to elect conversion of Series B Non-Voting Convertible Preferred Stock. They may choose to convert all or only part of the outstanding preferred shares into common stock using the defined Conversion Ratio.

How will Galera’s Series B preferred stock convert into common stock under the amendment?

Conversion of Series B preferred stock into common stock will be calculated using the Conversion Ratio defined in the existing Certificate of Designation. The board may elect conversion in whole or in part, applying that ratio to determine the number of common shares issued.

Who approved the amendment to Galera Therapeutics’ Series B preferred stock terms?

The amendment was approved by Galera Therapeutics’ board of directors and by unanimous written consent of the holders of the Series B Non-Voting Preferred Stock. This dual approval supports the filing of the Certificate of Amendment with the Delaware Secretary of State.

Where can investors find the full text of Galera’s Series B preferred stock amendment?

The full text of the amendment is filed as Exhibit 3.1 to the report. The company states that the brief description is qualified in its entirety by reference to this exhibit, which is incorporated by reference into the disclosure.

What security does Galera Therapeutics list in this filing and where is it traded?

Galera Therapeutics lists its common stock, with a par value of $0.001 per share. The filing identifies the trading symbol as GRTX and states that the shares trade on the OTCQB Market.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 7.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB