Galera doubles authorized shares, adds consent right

Galera Therapeutics, Inc. amended its charter to change its capital structure and shareholder rights.

Rhea-AI Filing Summary

Galera Therapeutics, Inc. amended its charter to change its capital structure and shareholder rights. The company increased authorized common stock from 200 million shares to 400 million shares through a Certificate of Amendment filed on May 11, 2026, after stockholder approval at the May 8, 2026 annual meeting.

A second charter amendment filed on May 12, 2026 gives stockholders a right to act by written consent. On the same day, the board adopted Amended and Restated Bylaws that implement the written consent right and related procedures, aligning the bylaws with the new charter provisions.

Insights

Capital structure and governance analyst

Galera doubles authorized shares and expands stockholder consent rights.

Galera Therapeutics increased its authorized common stock from 200 million to 400 million shares, creating additional capacity for future equity issuance. This is purely a structural change; the text does not describe any specific issuance or financing tied to the increase.

The company also added a stockholder right to act by written consent and updated its bylaws to define procedures for using that right. These steps adjust the balance between board flexibility and stockholder participation, but their real-world effect will depend on how and when future equity or governance actions are pursued.

8-K Event Classification

2 items: 5.03, 9.01

2 items

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

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Authorized common stock after amendment: 400 million shares Authorized common stock before amendment: 200 million shares Stockholder approval date: May 8, 2026 +3 more

6 metrics

Authorized common stock after amendment 400 million shares Authorized common stock following May 11, 2026 charter amendment

Authorized common stock before amendment 200 million shares Prior authorized common stock level before May 11, 2026

Stockholder approval date May 8, 2026 Annual Meeting of Stockholders approving charter amendments

Filing date for share increase amendment May 11, 2026 Certificate of Amendment increasing authorized shares

Filing date for written consent amendment May 12, 2026 Certificate of Amendment granting written consent right

Bylaws adoption date May 12, 2026 Board approval of Amended and Restated Bylaws

Key Terms

Certificate of Amendment, Restated Certificate of Incorporation, authorized shares, written consent right, +1 more

5 terms

Certificate of Amendment regulatory

"filed a Certificate of Amendment to the Restated Certificate of Incorporation"

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

Restated Certificate of Incorporation regulatory

"Certificate of Amendment to the Restated Certificate of Incorporation"

A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.

authorized shares financial

"to increase the number of authorized shares of the Company’s common stock"

Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.

written consent right regulatory

"provide stockholders with a right to act by written consent"

Amended and Restated Bylaws regulatory

"approved and adopted Amended and Restated Bylaws of the Company"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What corporate changes did Galera Therapeutics (GRTX) approve in this 8-K?

Galera Therapeutics approved charter and bylaw changes. It doubled authorized common stock to 400 million shares and added a stockholder right to act by written consent, with bylaws updated to implement that right and related procedures.

How many Galera Therapeutics (GRTX) shares are now authorized?

Galera Therapeutics now has 400 million shares of common stock authorized. This reflects an increase from 200 million shares after stockholders approved a charter amendment at the May 8, 2026 annual meeting and the company filed it on May 11, 2026.

What new stockholder right did Galera Therapeutics (GRTX) adopt?

Galera Therapeutics added a stockholder right to act by written consent. A charter amendment filed on May 12, 2026 and Amended and Restated Bylaws establish this right and detail procedures for stockholders to take action without holding a formal meeting.

When were Galera Therapeutics’ (GRTX) charter amendments approved and filed?

Stockholders approved the charter amendments at the May 8, 2026 annual meeting. The authorized share increase was filed on May 11, 2026, and the written consent charter amendment was filed on May 12, 2026 with the Delaware Secretary of State.

What do Galera Therapeutics’ (GRTX) Amended and Restated Bylaws change?

The Amended and Restated Bylaws, approved May 12, 2026, implement the new stockholder written consent right. They set procedures for stockholders to act by written consent and align the bylaws with the newly adopted charter provisions regarding that right.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 06:30 AM EDT Learn about SEC filing dates

NONE --12-31 0001563577 false 0001563577 2026-05-11 2026-05-11

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): May 11, 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 May 11, 2026, Galera Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment to the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock from 200 million shares to 400 million shares (the “Stock Increase Charter Amendment”).

On May 12, 2026, the Company filed a Certificate of Amendment to the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to provide stockholders with a right to act by written consent (the “Written Consent Charter Amendment”).

Both the Stock Increase Charter Amendment and the Written Consent Charter Amendment were approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders held on May 8, 2026.

Also on May 12, 2026, the Board of Directors of the Company approved and adopted Amended and Restated Bylaws of the Company, effective immediately. The Amended and Restated Bylaws provide stockholders with a written consent right and sets forth certain procedures associated therewith, consistent with the Written Consent Charter Amendment.

The foregoing descriptions of the Stock Increase Charter Amendment, the Written Consent Charter Amendment and the Amended and Restated Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of the Stock Increase Charter Amendment, the Written Consent Charter Amendment and the Amended and Restated Bylaws, copies of which are filed as Exhibits 3.1, 3.2 and 3.3 hereto, respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated May 11, 2026
3.2		Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated May 12, 2026
3.3		Amended and Restated Bylaws of the Company
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: May 15, 2026				By:		/s/ J. Mel Sorensen, M.D.
						J. Mel Sorensen, M.D.
						President and Chief Executive Officer

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-3.1 EX-3.1 5.0 KB
• EX-3.2 EX-3.2 4.8 KB
• EX-3.3 EX-3.3 185.2 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