Obsidian–Galera (OTC: GRTX) merger adds $350M PIPE to fund OBX-115
Rhea-AI Filing Summary
Galera Therapeutics entered a definitive all-stock merger agreement with Obsidian Therapeutics, under which both companies will become wholly owned subsidiaries of a new parent that plans to operate as Obsidian Therapeutics and list on Nasdaq as “OBX.” At closing, based on current estimates, Obsidian equityholders are expected to own about 53.2% of the combined company, existing Galera holders about 1.8%, and investors in a concurrent private placement about 45.0%, reflecting valuations of approximately $413.5 million for Obsidian and $13.8 million for Galera, assuming Galera net cash of $1.8 million.
The deal is supported by an oversubscribed $350.0 million PIPE financing in Galera Series C non-voting convertible preferred stock, which will convert into Galera common and then into parent common stock at the merger. The combined company’s cash, including PIPE proceeds, is expected to fund operations into the second half of 2028, covering key milestones for Obsidian’s lead TIL cell therapy OBX‑115, including Phase 1 NSCLC data in the first half of 2027 and topline melanoma data by year-end 2027.
Galera stockholders will also receive one contingent value right per Galera share, giving them rights to net proceeds from any monetization of Galera’s legacy small-molecule assets, including tilarganine and supportive-care candidates, and to future milestone payments under Galera’s October 2025 asset sale to Biossil.ai. The merger is subject to customary closing conditions, including stockholder approvals, effectiveness of a Form S‑4 registration statement, receipt of approximately $350 million in PIPE proceeds, continued Galera trading on the OTCQB and Nasdaq listing approval for the new parent’s stock.
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Insights
Reverse-merger style deal shifts Galera into an Obsidian-led, well-funded TIL platform.
Galera Therapeutics is effectively combining with private Obsidian Therapeutics in an all-stock transaction backed by a $350.0 million PIPE. Pro forma ownership concentrates around Obsidian holders and new investors, while legacy Galera shareholders retain a small direct stake plus contingent value rights linked to legacy assets.
The combined company will focus on Obsidian’s engineered TIL therapy OBX‑115, already in phase 2 melanoma and phase 1 NSCLC. Management projects cash runway into the second half of 2028, covering phase 1 NSCLC data in the first half of 2027 and topline melanoma data by year-end 2027. Execution risk centers on clinical outcomes, regulatory feedback and timely completion of the PIPE and stockholder approvals.
For Galera holders, the structure is highly dilutive but preserves upside via both a small equity slice (about 1.8% pro forma) and CVRs tied to potential monetization of legacy programs and Biossil.ai milestones. Actual value realization will depend on OBX‑115’s clinical performance and any future CVR payments.
8-K Event Classification
Key Figures
Key Terms
all-stock transaction financial
PIPE Financing financial
Contingent Value Right financial
Form S-4 regulatory
Regenerative Medicine Advanced Therapy regulatory
tumor infiltrating lymphocyte (TIL) cell therapy medical
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| Item 1.01 | Entry into a Material Definitive Agreement |
Merger Agreement
On April 14, 2026, Galera Therapeutics, Inc., a Delaware corporation (“Galera”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Galera, Obsidian Therapeutics, Inc., a Delaware corporation (“Obsidian”), Gazelle Parent, Inc., a Delaware corporation (“Parent”), Onyx MergerSub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Obsidian Merger Sub”), and Gazelle Merger Subsidiary, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Galera Merger Sub”).
Pursuant to the Merger Agreement, and upon the terms and subject to the satisfaction of the conditions described therein, Galera will be merged with and into Galera Merger Sub, with Galera surviving as a wholly owned subsidiary of Parent (the “Galera Merger”), and Obsidian will be merged with and into Obsidian Merger Sub, with Obsidian surviving as a wholly owned subsidiary of Parent (the “Obsidian Merger” and, together with the Galera Merger, the “Mergers” and, together with all of the other transactions contemplated by the Merger Agreement, the “Contemplated Transactions”). The Mergers are intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.
Subject to the terms and conditions of the Merger Agreement, (a) at the effective time of the Obsidian Merger (the “Obsidian Effective Time”), each then-outstanding share of common stock of Obsidian (each such share, an “Obsidian Share”) (excluding Obsidian Shares held by stockholders who have exercised and perfected appraisal rights for such shares) will be converted into the right to receive a number of shares of Parent Common Stock (as defined below), calculated in accordance with the exchange ratio as set forth in the Merger Agreement and (b) immediately following the Obsidian Effective Time, at the effective time of the Galera Merger (the “Galera Effective Time”) and following the conversion into Galera Common Stock (as defined below) of Galera’s Series B Non-Voting Convertible Preferred Stock, par value $0.001 per share and Series C Preferred Stock issued in connection with the Concurrent PIPE Financing (as defined below), each then-outstanding share of common stock of Galera, par value $0.001 per share (“Galera Common Stock”) (excluding any shares of Galera Common Stock held by stockholders who have exercised and perfected appraisal rights for such shares) will be converted into the right to receive a number of shares of Parent common stock, par value $0.001 per share (“Parent Common Stock”), calculated in accordance with the exchange ratio as set forth in the Merger Agreement. Each then-outstanding option to purchase shares of Galera Common Stock with an exercise price per share less than the closing trading price of a share of Galera Common Stock, on the last full trading day on which the Galera Common Stock is traded prior to the date on which the Galera Effective Time occurs will be converted into shares of Parent Common Stock, subject to adjustment as set forth in the Merger Agreement.
At the Closing (as defined below), on a pro forma basis and based upon the number of shares of Parent Common Stock expected to be issued in connection with the Mergers and the Concurrent PIPE Financing, pre-merger equityholders of Obsidian are expected to own approximately 53.2% of the combined company, pre-merger equityholders of Galera (other than Investors (as defined below) in the Concurrent PIPE Financing) will own approximately 1.8% of the combined company and the Investors (as defined below) in the Concurrent PIPE Financing are expected to hold approximately 45.0% (assuming proceeds from the Concurrent PIPE Financing of $350.0 million), in each case, calculated on a fully diluted basis, using the treasury stock method, and subject to certain assumptions, including (i) a valuation for Galera of $13.8 million (assuming Galera has net cash (“Galera Net Cash”)) of $1.8 million as of the closing of the Mergers (the “Closing” and such date, the “Closing Date”), (ii) a valuation for Obsidian of $413.5 million, and (iii) the relative capitalization of Galera and Obsidian). The percentage of the combined company that each party’s equity holders will own following the Closing is subject to certain adjustments as described in the Merger Agreement, including the amount of the Final Galera Net Cash at Closing (as defined in the Merger Agreement).
The Merger Agreement contains representations and warranties of the parties regarding their respective businesses. The Merger Agreement also contains certain covenants made by each of Galera and Obsidian, including non-solicitation restrictions binding each party (and subject to certain exceptions as further described in the Merger Agreement) and its representatives and restrictions on the operation of each party’s business between the date of the Merger Agreement and the Closing.
In connection with the Mergers, Parent will prepare and file a registration statement on Form S-4, which will contain a prospectus to register the shares of Parent Common Stock issued pursuant to the Merger Agreement (other than those shares of Parent Common Stock issuable upon conversion of the Series C Preferred Stock (as defined below) issued to the Investors in the Concurrent PIPE Financing (treatment of which is more fully described under the heading “Concurrent PIPE Financing” below)) (the “Form S-4”). Promptly after the Form S-4 is declared effective, Galera shall solicit written consents from the Galera stockholders (the “Galera Stockholder Written Consent”) and Obsidian shall solicit written consents from the Obsidian stockholders (the “Obsidian Stockholder Written Consent”) to seek approval of the Contemplated Transactions.
The Closing is subject to certain closing conditions, including: (i) the approval by the requisite Galera stockholders of the adoption and approval of the Merger Agreement and the transactions contemplated thereby; (ii) approval by the requisite Obsidian stockholders of the adoption and approval of the Merger Agreement and the transactions contemplated thereby; (iii) the existing shares of Galera Common Stock having been continually listed on the Over the Counter Quote Bulletin Board—Venture Market and the approval of the listing of the shares of Parent Common Stock to be issued in the Mergers on The Nasdaq Capital Market; (iv) the Securities Purchase Agreement (as defined below) being in full force and effect with cash proceeds of approximately $350 million having been received by Galera (subject to adjustment in accordance with the Merger Agreement); and (v) the effectiveness of the Form S-4. The Closing is also subject to other specified customary closing conditions of each party, including the accuracy of each party’s representations and warranties, subject to applicable materiality qualifications, compliance by each party with its covenants under the Merger Agreement in all material respects, respectively, delivery of certain customary closing documents by each of Galera and Obsidian, and no Galera material adverse effect or Obsidian material adverse effect having occurred since the date of the Merger Agreement that is continuing, respectively.
Either party may be required to pay a termination fee in the event of termination of the Merger Agreement in certain circumstances. A termination fee of $1.25 million may become payable by Obsidian to Galera if the Merger Agreement is terminated by (a) Galera (i) as a result of a material breach of the Merger Agreement by Obsidian that has not been cured, (ii) if the Obsidian Stockholder Written Consent is not delivered to Galera within 15 days of the S-4 becoming effective or (iii) the board of directors of Obsidian or a committee thereof makes an Obsidian Board Adverse Recommendation Change (as defined in the Merger Agreement) or (b) by Obsidian concurrently with Obsidian’s entry into any Permitted Alternative Agreement (as defined in the Merger Agreement), subject to certain requirements set forth in the Merger Agreement. A termination fee of $0.75 million may become payable by Galera to Obsidian if the Merger Agreement is terminated (i) by Obsidian upon a material breach of the Merger Agreement by Galera or (ii) by Galera concurrently with Galera’s entry into any Permitted Alternative Agreement, subject to certain requirements set forth in the Merger Agreement.
Support Agreements
Concurrently with the execution of the Merger Agreement, the executive officers and directors and certain other stockholders of Galera holding approximately 51.1% of the outstanding Galera capital stock entered into support agreements (the “Galera Support Agreements”) in favor of Obsidian, providing among other things, that such officers, directors and stockholders will vote all of their eligible shares of Galera capital stock, among other things: (i) in favor of approving the Mergers, the Galera Stockholder Written Consent and the other actions contemplated by the Merger Agreement and (ii) against any proposal made in opposition to, or in competition with, the Merger Agreement or the Mergers.
Concurrently with the execution of the Merger Agreement, certain officers and directors and certain other stockholders of Obsidian holding approximately 62.8% of the outstanding Obsidian capital stock entered into support agreements (the “Obsidian Support Agreements” and, together with the Galera Support Agreements, the “Support Agreements”) in favor of Obsidian, providing among other things, that such officers, directors and stockholders will vote all of their shares of Obsidian capital stock, among other things: (i) in favor of approving the Mergers, the Obsidian Stockholder Written Consent and the other actions contemplated by the Merger Agreement and (ii) against any proposal made in opposition to, or in competition with, the Merger Agreement or the Mergers.
Lock-Up Agreements
Concurrently with the execution of the Merger Agreement, certain executive officers, directors and stockholders of Obsidian entered into lock-up agreements (the “Obsidian Lock-Up Agreements”), pursuant to which, subject to specified exceptions, such persons accepted certain restrictions on transfers of the shares of Galera Common Stock beneficially held by such persons or such persons’ family members (other than shares received as a result of the conversion of shares received in the Concurrent PIPE Financing) for the 180-day period following the Galera Effective Time.
The foregoing descriptions of the Merger Agreement, the form of Galera Support Agreement, form of the Obsidian Support Agreement and the form of Obsidian Lock-Up Agreement (collectively, the “Agreements”), do not purport to be complete and are qualified in their entirety by reference to those Agreements, which are filed as Exhibits 2.1, 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules provided by each of Parent, Galera and Obsidian in connection with the signing of the Merger Agreement. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Merger Agreement. Moreover, certain representations and warranties in the Agreements were used for the purpose of allocating risk between the parties thereto rather than establishing matters as facts. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact.
Galera Contingent Value Rights Agreement
In connection with the Mergers and immediately prior to the Galera Effective Time, Parent and Obsidian entered into a Contingent Value Rights Agreement (the “CVR Agreement”) with Equiniti Trust Company, LLC (“Rights Agent”), pursuant to which Galera common stockholders of record as of immediately prior to the Galera Effective Time (“CVR Holders”) received one contingent value right (each, a “CVR”) for each outstanding share of Galera common stock held by such stockholder as of such date. Each CVR represents the right to receive certain net proceeds from Parent upon the receipt by Parent or any affiliate of Parent (“Payment Obligor”) of gross proceeds paid to Parent from the license, sale, assignment, transfer or other disposition of the small molecule tilarganine, Galera’s legacy asset, or supportive-care products containing the small molecules GC4419 (avasopasem) or GC4711 (rucosopasem) (the “CVR Payment Amounts”), less permitted deductions as detailed in the CVR Agreement.
If the CVR Payment Amounts become payable, the Rights Agent will distribute such amounts to the CVR Holders in accordance with the terms of the CVR Agreement. There can be no assurance that the CVR Holders will receive any payments with respect to the CVR Agreement.
The CVRs are solely contractual rights and shall not constitute equity or ownership interests in Parent, Galera, Obsidian or any of their respective affiliates, and Parent, Galera and Obsidian shall cooperate, including by making changes to the CVR Agreement, as necessary to ensure that the CVRs are not subject to registration under the Securities Act of 1933, as amended, the Exchange Act of 1934, as amended, or applicable state securities or “blue sky” laws. The CVRs are not transferable except in accordance with the terms of the CVR Agreement.
The foregoing description of the CVR Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the CVR Agreement, which is attached hereto as Exhibit 10.6 and incorporated herein by reference.
Concurrent PIPE Financing
Concurrently with entering into the Merger Agreement, Parent and Galera entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain qualified institutional buyers and/or accredited investors (the “Investors”). Pursuant to the Securities Purchase Agreement, and subject to the terms and conditions therein, Galera agreed to sell, and the Investors agreed to purchase, immediately prior to the Obsidian Effective Time, shares of Galera’s Series C Non-Voting Convertible Preferred Stock, par value $0.001 per share (“Series C Preferred
Stock”), for an aggregate purchase price of $350.0 million (the “Concurrent PIPE Financing”). In the event Obsidian consummates a Permitted Obsidian Bridge Financing (as defined in the Merger Agreement) prior to the Obsidian Effective Time and an Investor funds a portion of such Permitted Obsidian Bridge Financing, such Investor’s aggregate purchase amount under the Securities Purchase Agreement shall be reduced dollar for dollar by an amount equal to such Investor’s Permitted Obsidian Bridge Financing funding amount. Shares of Series C Preferred Stock issued pursuant to the Concurrent PIPE Financing will be converted into shares of Galera Common Stock immediately after they are issued and then, in accordance with the terms of the Merger Agreement, will be converted into shares of Parent Common Stock at the Galera Effective Time. The closing of the Concurrent PIPE Financing is anticipated to occur on or about the date of the Closing of the Mergers, subject to the satisfaction of customary closing conditions.
Parent and Galera have also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors in connection with the Concurrent PIPE Financing. Pursuant to the Registration Rights Agreement, the combined company will prepare and file a resale registration statement with the Securities and Exchange Commission (the “SEC”) within 30 calendar days following the Closing Date. The combined company will use its reasonable best efforts to cause such registration statement to become effective at the earliest possible date.
The combined company will also agree to, among other things, indemnify the Investors, their members, shareholders, directors, officers, partners, employees, managers, agents, representatives and advisors under the Registration Rights Agreement from certain liabilities and pay all fees and expenses (excluding underwriting discounts and selling commissions and all similar fees and commissions relating to an Investor’s disposition of its Registrable Securities (as defined in the Registration Rights Agreement)) incident to the combined company’s obligations under the Registration Rights Agreement.
The foregoing descriptions of the Securities Purchase Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Securities Purchase Agreement, as well as the Registration Rights Agreement, forms of which are filed as Exhibits 10.4 and 10.5, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities |
To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The shares to be issued in the Concurrent PIPE Financing will be issued in private placements exempt from registration under Section 4(a)(2) of the Securities Act, because the offer and sale of such securities does not involve a “public offering” as defined in Section 4(a)(2) of the Securities Act, and other applicable requirements were met. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy any securities of Parent, Galera or Obsidian.
| Item 5.01 | Changes in Control of Registrant |
To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
On April 14, 2026, Galera and Obsidian issued a press release announcing the execution of the Merger Agreement and the Securities Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. In addition, Galera and Obsidian made available a presentation to be used with investors to discuss the proposed Mergers. A copy of the corporate presentation is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release attached as Exhibit 99.1 and the corporate presentation attached as Exhibit 99.2 to this Current Report on Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act.
Use of Website to Distribute Material Non-Public Information
Galera’s Investor Relations website is www.galeratx.com/. Galera uses its Investor Relations website as a means of disclosing material non-public information and for the purpose of complying with its disclosure obligations under Regulation FD. Therefore, Galera encourages investors, the media and others interested in Galera to review the information it posts on its Investor Relations website.
Additional Information and Where to Find It
In connection with the proposed transactions between Obsidian and Galera, Galera and the newly-formed company will file relevant materials with the SEC. The newly-formed company will file a registration statement on Form S-4 that will include a proxy statement or information statement and prospectus relating to the proposed transaction, which will constitute a proxy statement or information statement of Galera and a prospectus of the newly-formed company (the “Prospectus”). Galera and the newly-formed company may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Prospectus or any other document which Galera or the newly-formed company may file with the SEC or send to stockholders of Galera or Obsidian in connection with the proposed transaction. The Prospectus will be mailed to stockholders of Galera. INVESTORS AND SECURITYHOLDERS OF GALERA ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROSPECTUS AND ALL OTHER DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GALERA, OBSIDIAN AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and the Prospectus (when available) and other documents filed with the SEC by Galera or the newly-formed company through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Galera will be available free of charge on Galera’s website at www. galeratx.com.
No Offer or Solicitation
This communication is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell, any securities of Galera, Obsidian or the newly-formed company, or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Participants in the Solicitation
This communication is not a solicitation of a proxy from any security holder of Galera or Obsidian. However, Galera and Obsidian and each of their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Galera may be found in its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 19, 2026 and its proxy statement for its 2026 annual meeting of stockholders, which was filed with the SEC on April 10, 2026. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the propsectus and other relevant materials to be filed with the SEC when they become available.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “will,” “would,” “target,” and similar expressions. Forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond Galera’s control and are not guarantees of future results, including statements about the potential transaction, the Concurrent PIPE Financing, future financial and operating results, and combined company strategy and operations. These forward-looking statements reflect management’s good faith judgment based on facts and factors currently known to management. Galera cautions investors not to place undue reliance on any such forward-looking statements.
These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important factors that could cause actual results to differ materially include, but are not limited to: (i) the satisfaction or waiver of closing conditions to the potential transaction in the anticipated timeframe or at all; (ii) the risk that the potential transaction disrupts current plans and operations or diverts management’s attention from ongoing business operations and makes it more difficult to maintain business and operational relationships; (iii) the risk that the anticipated benefits and synergies of the potential transaction will not be realized or will take longer to realize than expected; (iv) the magnitude of transaction costs associated with the potential transaction and the Concurrent PIPE Financing; and (v) those additional risks and uncertainties set forth more fully under the caption “Risk Factors” in Galera’s most recently filed Annual Report on Form 10-K filed with the SEC, and elsewhere in Galera’s filings and reports with the SEC. Forward-looking statements necessarily involve assumptions that, if they never materialize or prove correct, could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements contained in this Current Report on Form 8-K are made as of the date hereof, and none of Parent, Galera or Obsidian undertake any duty to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. | Description | |
| 2.1* | Agreement and Plan of Merger, dated as of April 14, 2026, by and among Obsidian Therapeutics, Inc., Galera Therapeutics, Inc., Gazelle Parent, Inc., Onyx MergerSub, Inc. and Gazelle Merger Subsidiary, Inc. | |
| 10.1 | Form of Galera Stockholder Support Agreement | |
| 10.2 | Form of Obsidian Stockholder Support Agreement | |
| 10.3 | Form of Obsidian Lock-Up Agreement | |
| 10.4* | Form of Securities Purchase Agreement, dated as of April 14, 2026, by and among Gazelle Parent, Inc., Galera Therapeutics, Inc., Obsidian Therapeutics, Inc. and each of the Investors listed on Exhibit A thereto | |
| 10.5 | Form of Registration Rights Agreement, dated as of April 14, 2026, by and among Parent, Galera Therapeutics, Inc. and each of the Investors signatory thereto | |
| 10.6 | Form of CVR Agreement | |
| 99.1 | Press Release issued on April 14, 2026 | |
| 99.2 | Obsidian Therapeutics, Inc. Corporate Presentation, dated as of April 14, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the Securities and Exchange Commission or its staff upon request. |
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: April 14, 2026 | By: | /s/ J. Mel Sorensen, M.D. | ||||
| J. Mel Sorensen, M.D. | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 99.2 Obsidian Therapeutics CORPORATE DECK APRIL 2026 © 2026 Obsidian Therapeutics Information Not Intended for Medical Communication
Forward-Looking Statements This presentation includes forward looking statements. All statements other than statements of historical facts contained in this presentation, including statements regarding our future results of operations and financial position, strategy and plans, industry environment, potential growth opportunities, and our expectations for future operations, are forward looking statements. The words believe, may, will, estimate, continue, anticipate, design, expect, could, plan, potential, predict, seek, should, would, or the negative version of these words and similar expressions are intended to identify forward looking statements. We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this presentation to conform these statements to actual results or to changes in our expectations. Market Data This presentation contains estimates and other information concerning our industry, our patient populations, our business and the markets for our product candidates. Information that is based on estimates, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Although we believe the industry and market data to be reliable as of the date of this presentation, this information could prove to be inaccurate. This Presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction or an exemption therefrom. ANY SECURITIES TO BE OFFERED IN ANY TRANSACTION CONTEMPLATED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. ANY SECURITIES TO BE OFFERED IN ANY TRANSACTION CONTEMPLATED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER UNITED STATES OR FOREIGN REGULATORY AUTHORITY, AND WILL BE OFFERED AND SOLD SOLELY IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS PROVIDED BY THE SECURITIES ACT AND RULES AND REGULATIONS PROMULGATED THEREUNDER (INCLUDING REGULATION D) OR REGULATION S UNDER THE SECURITIES ACT. © 2026 Obsidian Therapeutics | 2
Obsidian Therapeutics Harnessing protein regulation platform for engineered TIL cell therapy Lead Clinical 67% ORR Expansion Deep TIL Expertise, Program: at RP2D in to NSCLC Robust Investor OBX-115 Melanoma Syndicate • Novel, genetically • Differentiated safety • Building upon non- engineered TIL cell profile vs non-engineered engineered TIL cell therapy with TIL cell therapy therapy efficacy proof of regulatable mbIL15 concept • Encouraging efficacy data • Leverages robust and without IL2: 67% ORR • Large potential proprietary scalable (n=10/15, including 2 addressable 2L+ patient CMC process CRs) and 93% disease population with high control at RP2D regimen unmet need post chemo-IO Data cut-off Jan 22, 2026. 2L+, second-line and beyond; CMC, chemistry, manufacturing, and controls; CR, complete response; IL2, interleukin 2; IO, immunotherapy; mbIL15, membrane-bound interleukin 15; ORR, objective response rate; RP2D, recommended phase 2 dose; TIL, tumor-infiltrating lymphocytes. © 2026 Obsidian Therapeutics | 3
Harnessing Regulatable mbIL15 to Enhance OBX-115 Viral transduction of mbIL15-DRD OBX-115 or transgene Tumor Isolated Patient ACZ ligand TIL / cell cell therapy Unstable Unstable DRD DRD Degraded ACZ mbIL15 mbIL15 Proteasome ACZ-stabilized DRD mbIL15 Basal state On state ACZ, acetazolamide; DRD, drug-responsive domain; mbIL15, membrane-bound interleukin 15; TIL, tumor-infiltrating lymphocytes. © 2026 Obsidian Therapeutics | 4
Agni-01 Phase 1/2 Melanoma Patient Schema Agni-01 Phase 1/2 Melanoma (N=23 Enrolled)* Phase 1 Phase 2 (N=11) (N=9) DL1 DL2 DL3/RP2D DL3/RP2D (N=3 ) (N=2) (N=6) (N=9) DL1 DL2 DL3/RP2D 9 9 9 30 × 10 100 × 10 100 × 10 OBX-115 cell cap cell cap cell cap 500 mg/day, 250 mg/day, 250 mg/day, Days 0–6, 14–20 Days 0–13 Days 0–13 ACZ Planned cumulative dose: Planned cumulative dose: Planned cumulative dose: 3500 mg 3500 mg 7000 mg Data cut-off 25 Oct 2025. *3 patients were not infused with OBX-115 (2 due to interim clinical progression) ACZ, acetazolamide; D, Day; DL, dose level; RP2D, recommended phase 2 dose. © 2026 Obsidian Therapeutics | 5
Obsidian Leverages Regulatable mbIL15 to Drive Comprehensive Differentiation vs Non‐ engineered TIL Transduced with regulatable mbIL15 • CD8+ cytotoxic, stem-like T cells with memory phenotype 67% ORR • ACZ (Diamox) to regulate mbIL15 More Convenient (n=10/15; incl. 2 CRs) expression Tissue Procurement Procedure • Promising efficacy profile • At median ~18 wks, 8 of 10 • Core needle biopsy (CNB) feasible responses ongoing • Enables outpatient procedure • 93% disease control • TTP experience with both CNB and • High unmet need population surgery across multiple sites Less Intense No IL2 Lymphodepletion • Favorable tolerability profile • ~50% less Cy vs. non-eng TIL • No DLT, TRM, ICANS or CNS AEs • Compatible with outpatient administration • Reduced hospital stay * 1 Data cut-off: Jan 22 2026; 10/15 responders in Ph 2 dataset,. * Median 17 days for non-eng TIL vs. <10 days post-infusion for OBX-115 (data for MP1.1 RP2D as of Jan 22 2026). 1. FY2025 Lifileucel NTAP Cost Criterion Codes and MS-DRGs in CMS Public Application Summary. ACZ, acetazolamide; CNB, core needle biopsy; Cy, cyclophosphamide; DLT, dose-limiting toxicity; IL2, interleukin-2. LD, lymphodepletion; mbIL15, membrane-bound interleukin 15; ORR, objective response rate; Ph, phase; TIL, tumor-infiltrating lymphocytes; TRM, treatment-related mortality. © 2026 Obsidian Therapeutics | 6
We Believe OBX-115 is Positioned Favorably vs Other 2L+ Adv Mel Programs OBX-115 AMTAGVI IMA203 RP1+Nivo Agni-01 Ph 2 ongoing Approved SUPRAME reg. trial ongoing CRL: April 2026 67% 7 8 9 Efficacy 31.5% 50% 33.6% mDOR: NR 6 ORR, DOR 8 of 10 responses mDOR: 36.5 mos mDOR: NR mDOR: 24.8 mos ongoing at 18 wks Side Effects 8 10 No IL2, Low-dose LD High-dose IL2 AE Profile Drivers; Gr3+ CRS (11%), Limited 8 Standard-dose LD No DLT, TRM, ICANS or Gr3+ ICANS (4.1%) LD, IL2, CRS/ICANS 7 7.5% TRM Low-dose IL2 CNS AEs Treatment Burden 10 Hospital (no ICU) ICU required Hospital/ICU Hospital (no ICU) ICU/Hospital; Surgical resection Leukapheresis Intratumoral injection Core needle biopsy Material Procurement Febrile neutropenia TPP Breadth ~30% of cell Tx-eligible: 25% eligible; restricted 15-20% of non-cell Tx- 2 Unrestricted for cell Tx- restricted to cutaneous (~90%) , 2L+ Mel. Patient Eligibility to adequate heart, liver, eligible; preferred for fast- 3 LDH <2× ULN (~80%) & eligible patients 1 5 kidney function moving local disease 4 HLA match (~40%) Information for approved products based on FDA-approved labeling and publicly available data. Comparisons based on historical published data; no head-to-head studies have been conducted and cross-trial comparisons may not be reliable due to differences in molecule composition, trial design, and patient population and characteristics. Data cut-off Jan 22, 2026. 10/15 responders in Ph2 dataset. 1. Due to high-dose IL2 and standard lymphodepletion regimen, restricted to patients with adequate heart, liver, kidney function (The Dedham Group KOL Market Research 2025). 2. Long GV et al. The Lancet. 2023; 402(10400):485-502, 3. Koczka K et al. Cancer Med. 2023 Feb;12(3):2427-2439. 4. Li X et al. Mol Oncol. 2021 Jul;15(7):1764-1782. 5. The Dedham Group KOL Market Research. 6. Medina T et al. J Clin Oncol 2025 Nov 20;43(33):3565-3572. 7. AMTAGVI (lifileucel) Prescribing Information. February 2024. 8. Wermke M ASCO 2025 (Abstract 2508). 9. Wise-Draper T. SITC 2025 (Abstract 1327). 10. Wong MK et al. J Clin Oncol 2025;43(33):3589-3599. © 2026 Obsidian Therapeutics | 7 2L, second-line; AE, adverse event; CRS, cytokine release syndrome; DOR, duration of response; ICANS, immune effector cell-associated neurotoxicity syndrome; ICU, intensive care unit; IL2, interleukin 2; mDOR, median duration of response; NR, not reached; ORR, objective response rate; FDA, Food and Drug Administration; PDUFA, Prescription Drug User Fee Act; TRM, treatment-related mortality; Tx, therapy.
Proprietary Manufacturing Process Potentially Enables Advantages in Phenotype, Yield, Process Control, and Procurement Method Ex Vivo Manufacturing Optimized Product: median >90% CD8+; effector- memory phenotype, stem-like signature, minimally 1,2 exhausted Tumor tissue Optimized Activation/ Optimized Cryo- procurement pre-REP mbIL15 REP preservation * Compatible with CNB transduction Robust manufactured cell dose yield: median ~129B vs. 3 21.1B non-engineered TIL Enhancements vs. non-engineered TIL Core needle biopsy enabled • 4-1BB agonism in pre-REP for OBX‐ 115 manufacturing • iFeeder cells expressing IL21 and 4-1BBL in REP • ACZ (IL15)-driven expansion (no IL2 in REP) High process control *Anti-CD3 Ab; retroviral vector. 1. Amaria RN et al. ASCO 2024 (Abstract 9515). 2. Amara RN et al. AACR 2024 (Poster CT176). 3. J Journal for ImmunoTherapy of Cancer2022;10:e005755. ACZ, acetazolamide; CNB, core needle biopsy; IL2, interleukin 2; IL15 interleukin 15; IL21, interleukin 21; mbIL15, membrane-bound IL15; REP, rapid expansion protocol; TIL, tumor- © 2026 Obsidian Therapeutics | 8 infiltrating lymphocytes.
Advancing OBX-115 to Registration-enabling Study • FDA feedback obtained on a single-arm trial design for accelerated approval (at Sponsor’s risk) for OBX-115 in patients with advanced melanoma progressing after ICI therapy ‒ Starting mid-2026, patients will be enrolled in registration-enabling Cohort 3 of our existing multi-center study ‒ A confirmatory study will be underway at the time of BLA action • FDA alignment on: ‒ Sufficiency of durable ORR as an endpoint that predicts clinical benefit ‒ Sample size for safety dataset ‒ No changes to proposed eligibility criteria ‒ Drug product potency assay development and qualification BLA, biologics license application © 2026 Obsidian Therapeutics | 9
Key OBX-115 Melanoma Milestones Expected Through 2028 Recent 2026 2027 2028 Achievements ü RP2D FDA engagement BLA submission: 2028 Registration-enabling study patients (Clinical & CMC): Q2 2026 fully enrolled : Q1 2027 enrolled Single-arm registration- Topline data: YE 2027 @ ü Pivotal enabling study FPI: mid- m process 2026 locked a d BLA, biologics license application; CMC, chemistry, manufacturing, and controls; Ph, phase; YE, year-end, FPI First patient in. © 2026 Obsidian Therapeutics | 10
OBX-115 in NSCLC © 2026 Obsidian Therapeutics | 11
OBX-115 Potential to Deliver Improved Product Profile in NSCLC OBX-115: Potential to Improve Lifileucel: Efficacy in 2L+ Lung, NSCLC TPP & Expand Market But Associated with Toxicity Risk Opportunity Lifileucel ORR in 2L+ Lung ü IL2-free regimen 30 25.6 21.4 ü Low-dose LD 20 N=39 ü Core needle biopsy compatible 10 N=28 Std. + low- Std. dose LD dose LD ü Tumor reduction signal (OBX-115 0 1 2 COM-202 Cohort 3B LUN-202 (Nov 2025) monotherapy) observed in early Phase 1 data Proof of TIL efficacy & durability in Lung, however, 3 concerning safety signals : NSCLC prevalence ~10x that of ‒ 12% died in first 30 days post-treatment advanced melanoma ‒ G5 toxicity led to temporary clinical hold (2023) 1. Schoenfeld AJ, et al. Cancer Discov 2024;14(8):1389-1402. 2. Iovance Press Release, November 2025. 3. Safety analysis from Amtagvi BLA Clinical Review & Evaluation report. 2L+, second-line and beyond; Gr, grade; IL2, interleukin 2; LD, lymphodepletion; oppy, opportunity; NSCLC, non-small cell lung cancer; ORR, objective response rate; TPP, therapeutic product profile. © 2026 Obsidian Therapeutics | 12 ORR
NSCLC Dose Escalation Leveraged Melanoma Experience; Dose Optimization at DL3 Ongoing Infused Patients* Melanoma NSCLC Phase 1 Phase 2 Phase 1 Dose Level (N=11) (N=9) (N=10) 30B cell dose cap ACZ: 250 mg/day, Days 0–13 DL1 3 0 1 ü Completed NSCLC dose escalation Planned 28-day cumulative dose: 3500 mg to get to DL3 100B cell dose cap ACZ: 250 mg/day, Days 0–13 DL2 ü Exploring new intermediate cell 2 0 1 Planned 28-day cumulative dose: 3500 mg dose cap (~60B) to maximize ACZ intensity 100B cell dose cap ACZ: 500 mg/day, Days 0–6, 14–20 6 9 4* Planned 28-day cumulative dose: 7000 mg Ø Study enrollment ongoing DL3 DL3 Expansion in NSCLC Intermediate cell dose cap (~60B) ACZ: 500 mg/day, Days 0–6, 14–20 0 0 4* Planned 28-day cumulative dose: 7000 mg + Extended ACZ redosing every other wk Data cut-off Jan 22, 2026. *4 infused, of which 3 were efficacy-evaluable. ACZ, acetazolamide; B, billion; DL, dose level; NSCLC, non-small cell lung cancer; Ph, phase. © 2026 Obsidian Therapeutics | 13
Following Early Monotherapy Signal in NSCLC, Encouraging Signal at Intermediate Cell Dose Cap with No Primary PD Ph 1 DL3 (n=3) Ph 1 Expansion DL3 (n=3) ACZ dose intensity 63% 29% 86% 86% 36% * 36% * (% planned dose received) OBX-115 dose 69.6 90.0 84.0 19.9 23.2 47.8 9 (cells × 10 ) Histology Non-squam Non-squam (mucinous) Squamous Squamous Non-squam Non-squam TP53; STK11 KRAS G12V TP53 None TP53 TP53 Relevant mutations PD-L1 TPS <1% <1% <1% >50% <1% >50% Prior lines of therapy 1 2 1 3 1 1 Smoker status Never Yes Yes Never Never Yes Extended Steroid 3 weeks 3 weeks No No No No † Patient 10L 36L 8L 45L 44L 43L 60 47 40 20 2 0 -7 -20 -16 -40 Complete Response Unconfirmed CR -60 Partial Response Stable Disease -80 Progressive Disease Ongoing Response -100 -100 -100 Data cut-off Jan 22, 2026 † *Both patients (43L and 44L) had ALC >5000 at Days 10–14 and Week 3 doses omitted. Patient 43L Baseline ctDNA (160 ppm) was undetectable at D14 and D42. ACZ, acetazolamide; ALC, absolute lymphocyte count; CR, complete response; DL, dose level; NSCLC, non-small cell lung cancer; Ph, phase; SOD, sum of diameters; TBD, to be © 2026 Obsidian Therapeutics | 14 determined. Target Lesion SOD Best Change from Baseline (%)
Galera’s Portfolio Ongoing trial targeting Highly-Resistant forms of Advanced or Metastatic Breast Cancer Program Phase 1 Phase 2 Phase 3 Results Collaboration Houston Completed & Triple-Neg Breast Cancer (TNBC) Tilarginine Methodist 1 Published 35-pt Phase 1-2 combo trial Res. Inst + taxane 17% CR, 29% PR (funded by NCI) (HMRI) HMRI Metaplastic Breast Cancer Tilarginine + PI3Ki Enrolling in Phase 2 NCI 36-pt Phase 1-2 single-arm combo trial 11% CR, 33% PR in Ph1 + nab-paclitaxel MD Anderson (funded by NCI) 1. Reddy T et al. Nature Comm 15:10737, 2024.;Chung AW et al . Sci. Transl. Med. 13(624) 2021 © 2026 Obsidian Therapeutics | 15 NOS Inhibitor Nitric Oxide Synthase
Expected Clinical and Regulatory Catalysts Anticipated Milestones Melanoma RP2D data 1H 2026 Melanoma Top-Line data YE 2027 NSCLC Phase 1 data 1H 2027 Recent Achievements FDA clarity on Melanoma registrational Plan to continue manufacturing pathway and potency assay and process development RP2D enrollment complete in melanoma investments to support future pivotal / commercial scale Fast Track & RMAT designations in advanced melanoma Positive Melanoma data in Plan to continue single-center & multicenter studies preclinical development NSCLC monotherapy signal from to expand platform into early Ph 1 regimen optimization data next-gen TIL NSCLC, non-small cell lung cancer; RMAT, Regenerative Medicine Advanced Therapy; RP2D, recommended phase 2 dose; TIL, tumor-infiltrating lymphocytes. © 2026 Obsidian Therapeutics | 16 16
Thank you © 2026 Obsidian Therapeutics Information Not Intended for Medical Communication
Exhibit 99.1
Obsidian Therapeutics and Galera Therapeutics Announce Merger Agreement and $350 Million Concurrent Private Placement
| • | Combined company to operate as Obsidian Therapeutics, Inc. and to advance Obsidian’s pipeline of novel engineered TIL cell therapies for the treatment of patients with solid tumors. |
| • | Obsidian’s lead product candidate, OBX-115, is a genetically engineered, autologous TIL cell therapy currently in a Phase 2 clinical trial for the treatment of advanced melanoma and a Phase 1 clinical trial for the treatment of non-small cell lung cancer (“NSCLC”). |
| • | Concurrent private placement financing of $350 million expected to fund the combined company into the second half of 2028 and provide capital through multiple clinical data milestones expected in 2027, including NSCLC Phase 1 data (expected 1H 2027) and melanoma registration-enabling data (expected year-end 2027). |
Cambridge, MA and Malvern, PA – April 14, 2026 – Galera Therapeutics, Inc. (“Galera”) (OTC: GRTX), a clinical-stage biopharmaceutical company focused on advancing a pan-NOS inhibitor through clinical development for patients with the hardest-to-treat forms of advanced breast cancer, and Obsidian Therapeutics, Inc. (“Obsidian”), a privately-held clinical-stage biopharmaceutical company harnessing novel protein-regulation technology to develop engineered tumor infiltrating lymphocyte, (“TIL”), cell therapies, today announced that they have entered into a definitive merger agreement to combine in an all-stock transaction. The combination will be accomplished by both companies becoming wholly owned subsidiaries of a newly formed company. Upon completion of the transaction, the combined company plans to operate under the name Obsidian Therapeutics, Inc. and will apply to trade on Nasdaq under the ticker symbol “OBX.”
In support of the transaction, Galera and Obsidian have secured commitments for an oversubscribed private placement financing that is expected to result in total gross proceeds of $350 million from a syndicate of new investors, including Balyasny Asset Management, Caligan Partners LP, Eventide Asset Management, Nantahala Capital, Octagon Capital, Redmile, Spruce Street Capital and Trails Edge Capital Partners, and with participation from current Obsidian investors, including Atlas Venture, Deep Track Capital, Foresite Capital, Janus Henderson Investors, Logos Capital, Novo Holdings A/S, Paradigm BioCapital Advisors, Pivotal bioVenture Partners, RA Capital Management, RTW Investments, TCGX and Wellington Management, among other leading investment management firms.
The private placement financing is expected to close immediately prior to completion of the proposed merger transaction. The combined company’s cash and cash equivalents balance at closing, including the funds from the private placement financing, is anticipated to fund the combined company’s operations
into the second half of 2028 and provides runway through key clinical milestones for Obsidian’s lead product candidate, OBX-115. These include Phase 1 data from the ongoing NSCLC trial expected in the first half of 2027, and by year-end 2027, topline data from their melanoma registration-enabling trial. The combined company will also continue to support Galera’s pipeline.
“At Obsidian, we are striving to deliver a best-in-class TIL cell therapy developed using our proprietary protein-regulation technology,” said Madan Jagasia, M.D., Chief Executive Officer of Obsidian. “We believe OBX-115 offers an opportunity to provide patients with an improved TIL product and patient experience. This transaction and the support from leading life sciences investors will allow us to advance our development plans for OBX-115 in melanoma and NSCLC.”
Obsidian leverages their cytoDRIVE™ platform to develop engineered TIL cell therapies. OBX-115 is currently in a Phase 2 clinical trial for the treatment of advanced melanoma and a Phase 1 clinical trial for the treatment of NSCLC. OBX-115 is designed with regulatable membrane-bound IL15 (mbIL15), which drives TIL persistence, eliminates the need to dose toxic interleukin-2 (IL2), and enables outpatient administration of low-dose lymphodepletion. Furthermore, OBX-115 can be manufactured using tumor tissue procurement from an outpatient, minimally invasive core needle biopsy. OBX-115 has been granted Fast Track and Regenerative Medicine Advanced Therapy designations from the U.S. Food and Drug Administration for the treatment of patients with unresectable or metastatic melanoma that is resistant to immune checkpoint inhibitor therapy.
“We believe this transaction with Obsidian is the best path forward for Galera and look forward to the combined company’s success,” said J. Mel Sorensen, M.D., Chief Executive Officer of Galera. “Obsidian’s pipeline of novel engineered TIL cell therapies and its promising lead product candidate, OBX-115, offer near-term, value creating milestones for Galera stockholders. In addition, Galera stockholders will retain a contingent value right for 95% of all future milestones for up to 10 years arising out of its October 2025 Asset Purchase Agreement with Biossil.ai for its dismutase mimetics.”
About the Proposed Transaction
Under the terms of the merger agreement, as of the closing of the proposed transaction, the pre-closing Galera stockholders (other than those investors participating in the private placement financing) are expected to own approximately 1.8% of the combined company, the pre-closing Obsidian stockholders are expected to own approximately 53.2% of the combined company, and investors in the private placement financing are expected to own approximately 45.0% of the combined company. The percentage of the combined company that Galera’s stockholders will own as of the closing of the proposed transaction is subject to adjustment based on the estimated amount of Galera’s net cash immediately prior to the closing date.
The pre-closing Galera stockholders (other than those investors participating in the private placement financing) are expected to receive one contingent value right for each outstanding share of Galera common stock held by such stockholder, representing the right to receive contingent payments upon the occurrence of certain events (including receipt of milestone proceeds under the Biossil.ai agreement).
The transaction has received approval by the Board of Directors of both companies and is expected to close by the third quarter of 2026, subject to certain closing conditions, including, among others, approval by the stockholders of each company, the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission (the “SEC”) to register the securities to be issued in connection with the proposed acquisitions of Obsidian and Galera and the satisfaction of other customary closing conditions.
The combined company plans to operate under the name Obsidian Therapeutics, Inc. and will be led by Madan Jagasia, M.D., Obsidian’s current Chief Executive Officer. Obsidian’s Board of Directors will become directors of the combined company, chaired by Maria Fardis, Ph.D., M.B.A., Chief Executive Officer of Lassen Therapeutics and AirNexis Therapeutics.
Leerink Partners is serving as exclusive financial advisor and Goodwin Procter LLP is serving as legal counsel to Obsidian. Leerink Partners, TD Cowen, Piper Sandler, William Blair and LifeSci Capital are acting as placement agents in connection with the concurrent private placement financing. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is serving as legal counsel to the placement agents. Sidley Austin LLP is serving as legal counsel to Galera. Lucid Capital Markets is providing a fairness opinion to Galera’s Board of Directors.
About Obsidian Therapeutics
Obsidian Therapeutics, Inc. is a clinical-stage biopharmaceutical company harnessing novel protein-regulation technology to develop engineered TIL cell therapies for the treatment of patients with solid tumors. Obsidian’s proprietary cytoDRiVE™ platform is highly versatile and allows us to leverage drug responsive domains, or DRDs, to control protein function, with our initial focus on TIL cell therapies developed from this platform, or cytoTILs™. Obsidian is headquartered in Cambridge, MA. For more information, please visit www.obsidiantx.com .
About Galera Therapeutics
Galera Therapeutics, Inc. is a clinical-stage biopharmaceutical company focused on advancing a pan-NOS inhibitor through clinical development for patients with the hardest-to-treat forms of advanced breast cancer. It was historically focused on developing avasopasem, a small molecule dismutase mimetic, in combination with chemoradiotherapy, to reduce the toxicities of the conventional regimens in patients with head and neck cancer.
Additional Information and Where to Find It
In connection with the proposed transactions between Obsidian and Galera, Galera and the newly-formed company will file relevant materials with the SEC. The newly-formed company will file a registration statement on Form S-4 that will include a proxy statement or information statement and prospectus relating to the proposed transaction, which will constitute a proxy statement or information statement of Galera and a prospectus of the newly-formed company (the “Prospectus”). Galera and the newly-formed
company may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Prospectus or any other document which Galera or the newly-formed company may file with the SEC or send to stockholders of Galera or Obsidian in connection with the proposed transaction. The Prospectus will be mailed to stockholders of Galera. INVESTORS AND SECURITYHOLDERS OF GALERA ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROSPECTUS AND ALL OTHER DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GALERA, OBSIDIAN AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and the Prospectus (when available) and other documents filed with the SEC by Galera or the newly-formed company through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Galera will be available free of charge on Galera’s website at www. galeratx.com.
No Offer or Solicitation
This communication is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell, any securities of Galera, Obsidian or the newly-formed company, or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Participants in the Solicitation
This communication is not a solicitation of a proxy from any security holder of Galera or Obsidian. However, Galera and Obsidian and each of their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Galera may be found in its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 19, 2026 and its proxy statement for its 2026 annual meeting of stockholders, which was filed with the SEC on April 10, 2026. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in Prospectus and other relevant materials to be filed with the SEC when they become available.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concerning future clinical development activities, potential milestone payments, the merger transaction and completion of the concurrent private placement financing, the expected effects, perceived benefits or opportunities and related timing with respect thereto; expectations regarding or plans for the combined company’s pipeline, and the expectations regarding the use of proceeds from the concurrent private placement financing and cash runway expectations therefrom.
These forward-looking statements relate to Galera, Obsidian and the newly-formed company (together, “us” or “we”), our business prospects and our results of operations and are subject to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects and results of operations to differ materially from those anticipated by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those described under the heading “Risk Factors” included in Galera’s Annual Report on Form 10-K for the year ended December 31, 2025. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “aim,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. We undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that might subsequently arise, except as required by applicable law.
These forward-looking statements are based upon our current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, including, without limitation:
| • | Statements about the synergies or benefits of the proposed transaction, including future financial and operating results, plans, objectives, expectations and intentions; |
| • | The anticipated timing of closing of the proposed transaction and the private placement financing; |
| • | Risks related to the combined company’s ability to correctly estimate its operating and other expenses and its cash runway; |
| • | The ability to retain key personnel; |
| • | Negative effects of the announcement or consummation of the proposed transaction on the market price of our capital stock and our operating results; |
| • | Risks relating to the value of shares of the newly-formed company to be issued in the proposed transaction; |
| • | Risks related to the newly-formed company’s ability to be listed on Nasdaq; |
| • | Risks related to the ability to obtain approval of the Galera stockholders; |
| • | Changes in capital resource requirements; |
| • | Risks related to our inability to obtain sufficient additional capital to continue to advance our product candidates; |
| • | Our and our collaborators’ ability to execute clinical programs for our product candidates; |
| • | Results of clinical trials with our product candidates; and |
| • | Our ability to obtain and maintain intellectual property rights and regulatory exclusivities. |
For Obsidian Investor and Media Inquiries:
Caroline Code
VP Corporate Development & Investor Relations
ccode@obsidiantx.com
For Galera Investor and Media Inquiries:
Joel Sussman
Galera
610-725-1517
jsussman@galeratx.com