Preferred conversion and warrant exercise reshape Galera (GRTX) common stock

Rhea-AI Filing Summary

Galera Therapeutics, Inc. converted 76,479.175 shares of its Series B Non-Voting Convertible Preferred Stock into 76,479,164 shares of common stock on April 7, 2026, under the existing Certificate of Designation. Fractional common shares will be settled in cash based on the trading value at the conversion date.

After this partial mandatory conversion, 42,839.11 shares of Series B Preferred Stock remain outstanding. On April 8, 2026, affiliates of Ikarian Capital, LLC exercised pre-funded warrants for 8,488,229 common shares at an exercise price of $0.001 per share, providing approximately $8,488.23 to the company, with warrants for an additional 14,552,811 common shares still outstanding.

Insights

Equity capital structure analyst

Galera increases common share count via preferred conversion and warrant exercises, with modest cash proceeds.

The company converted 76,479.175 shares of Series B Non-Voting Convertible Preferred Stock into 76,479,164 common shares under existing terms. This simplifies part of the capital structure by moving value from preferred into common equity, while leaving 42,839.11 preferred shares still outstanding.

Affiliates of Ikarian Capital, LLC exercised pre-funded warrants for 8,488,229 common shares at an exercise price of $0.001 per share, generating about $8,488.23 in cash. The filing notes that pre-funded warrants for an additional 14,552,811 common shares remain, so future exercises could further change the share mix depending on holder decisions.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Series B Preferred converted: 76,479.175 shares Common shares issued on conversion: 76,479,164 shares Series B Preferred remaining: 42,839.11 shares +4 more

7 metrics

Series B Preferred converted 76,479.175 shares Converted into common stock on April 7, 2026

Common shares issued on conversion 76,479,164 shares Issued for Series B Preferred conversion

Series B Preferred remaining 42,839.11 shares Outstanding after partial mandatory conversion

Common shares from warrant exercise 8,488,229 shares Pre-funded warrants exercised on April 8, 2026

Warrant exercise price $0.001 per share Exercise price paid by Ikarian affiliates

Cash from warrant exercise $8,488.23 Aggregate proceeds to Galera from exercised pre-funded warrants

Pre-funded warrants remaining 14,552,811 shares Common shares still purchasable via pre-funded warrants

Key Terms

Series B Non-Voting Convertible Preferred Stock, Certificate of Designation, pre-funded warrants, Emerging growth company

4 terms

Series B Non-Voting Convertible Preferred Stock financial

"converted 76,479.175 shares of the Company’s Series B Non-Voting Convertible Preferred Stock"

A Series B non-voting convertible preferred stock is a class of company shares that gives holders financial priority—such as fixed dividends and first claim on assets if the company is sold—while not granting voting rights. It can be converted into regular common shares under set conditions, which matters to investors because conversion can increase upside participation but also dilute existing owners; the preference reduces downside risk like a safety buffer.

Certificate of Designation regulatory

"pursuant to and in accordance with the Certificate of Designation of Preferences, Rights and Limitations"

pre-funded warrants financial

"affiliates of Ikarian Capital, LLC exercised a portion of their pre-funded warrants to purchase an aggregate of 8,488,229 shares"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Emerging growth company regulatory

"Emerging growth company    On April 7, 2026, Galera Therapeutics, Inc."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

NONE 0001563577 false 0001563577 2026-04-07 2026-04-07

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): April 7, 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 8.01 Other Events.

On April 7, 2026, Galera Therapeutics, Inc. (the “Company”) converted 76,479.175 shares of the Company’s Series B Non-Voting Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”), into 76,479,164 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), pursuant to and in accordance with the Certificate of Designation of Preferences, Rights and Limitations of the Series B Non-Voting Convertible Preferred Stock, as amended (the “Certificate of Designation”). No fractional shares of Common Stock were issued in connection with the partial mandatory conversion; in lieu of any fractional shares, the Company will pay each holder an amount in cash equal to the trading value of such fractional shares as of the close of business on the date of the conversion in accordance with the Certificate of Designation. Following the conversion, 42,839.11 shares of Series B Preferred Stock remain issued and outstanding.

In addition, on April 8, 2026, certain affiliates of Ikarian Capital, LLC exercised a portion of their pre-funded warrants to purchase an aggregate of 8,488,229 shares of Common Stock at an exercise price of $0.001 per share, and the related aggregate exercise price of approximately $8,488.23 was paid to the Company. Following the exercise, pre-funded warrants to purchase an additional 14,552,811 shares of Common Stock remain outstanding.

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 9, 2026				By:		/s/ J. Mel Sorensen, M.D.
						J. Mel Sorensen, M.D.
						President and Chief Executive Officer

FAQ

What capital changes did Galera Therapeutics (GRTX) report on April 7, 2026?

Galera converted 76,479.175 Series B Non-Voting Convertible Preferred shares into 76,479,164 common shares. The move followed the existing Certificate of Designation and represents a partial mandatory conversion, leaving 42,839.11 Series B Preferred shares still outstanding after the transaction.

How many common shares did Galera Therapeutics (GRTX) issue from preferred stock?

Galera issued 76,479,164 common shares by converting 76,479.175 Series B Non-Voting Convertible Preferred shares. The conversion occurred on April 7, 2026, under the Certificate of Designation governing the preferred stock’s preferences, rights and limitations and was characterized as a partial mandatory conversion.

How are fractional shares handled in Galera Therapeutics’ preferred conversion?

Galera did not issue fractional common shares in the Series B Preferred conversion. Instead, each holder will receive cash equal to the trading value of any fractional share as of the close of business on the conversion date, consistent with the Certificate of Designation provisions.

What warrant exercises involving Galera Therapeutics (GRTX) occurred on April 8, 2026?

On April 8, 2026, affiliates of Ikarian Capital, LLC exercised pre-funded warrants for 8,488,229 Galera common shares at an exercise price of $0.001 per share. This generated approximately $8,488.23 in proceeds for Galera while leaving pre-funded warrants for an additional 14,552,811 common shares outstanding.

How many Galera Therapeutics pre-funded warrants remain after the recent exercise?

After affiliates of Ikarian Capital, LLC exercised pre-funded warrants for 8,488,229 common shares, pre-funded warrants to purchase 14,552,811 additional Galera common shares remain outstanding. These warrants, if exercised later, would further increase the number of issued common shares based on their terms.

Does Galera Therapeutics remain an emerging growth company under this filing?

Yes, the filing indicates Galera Therapeutics is considered an emerging growth company. This status is referenced under the Securities Exchange Act definitions and can affect certain reporting and disclosure obligations, though the specific practical implications are not further detailed in the provided excerpt.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB