[8-K] Galera Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Galera Therapeutics (GRTX) reported that Blackstone executed a notice of assignment acknowledging Galera’s assignment of the Amended and Restated Purchase and Sale Agreement to Biossil Inc. and agreeing to look solely to Biossil for all obligations of the “Seller” under that agreement.

This step follows Galera’s Asset Purchase and Sale Agreement under which it sold all of its dismutase mimetic assets, including avasopasem (GC4419) and rucosopasem (GC4711), to Biossil, with Biossil assuming liabilities related to those assets. The notice of assignment was executed after the transaction and is filed as Exhibit 10.1.

Insights

Capital structure and credit analyst

Obligations under the Blackstone agreement shift to Biossil; neutral impact.

The company states that Blackstone acknowledged the assignment of the Blackstone Agreement in its entirety to Biossil and agreed to look solely to Biossil for performance of the Seller’s obligations. This formalizes that liabilities tied to Galera’s dismutase mimetic assets move with the assets.

Practically, creditor recourse under that agreement now points to Biossil, reducing Galera’s exposure tied to those specific obligations. The filing also notes the asset sale covered all dismutase mimetic assets, including avasopasem (GC4419) and rucosopasem (GC4711).

Key items are procedural and counterparty-focused; no consideration or cash-flow details are provided in the excerpt. Subsequent filings may provide additional terms, but the assignment confirmation stands as disclosed.

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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): October 21, 2025

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 1.01. Entry into a Material Definitive Agreement.

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Galera Therapeutics, Inc. (the “Company”) on October 21, 2025, the Company, together with its wholly-owned subsidiary, entered into an Asset Purchase and Sale Agreement on October 15, 2025, as amended, with Biossil Inc. (“Biossil”), pursuant to which the Company sold to Biossil all of its dismutase mimetic assets, including the Company’s avasopasem (GC4419) and rucosopasem (GC4711) product candidates (the “Assigned Assets”), and Biossil agreed to assume liabilities with respect to the Assigned Assets (the “Transaction”). The liabilities include the Amended and Restated Purchase and Sale Agreement, dated November 14, 2018, by and among the Company, Clarus IV Galera Royalty AIV, L.P. (“Blackstone”), and the other parties thereto, as amended from time to time (the “Blackstone Agreement”), which was filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 11, 2019.

In connection with the Transaction, on October 21, 2025, Blackstone executed a notice of assignment (the “Assignment”), which notified Blackstone of the Company’s assignment of the Blackstone Agreement in its entirety to Biossil. Under the Assignment, Blackstone agreed, among other things, to solely look to Biossil to pay, satisfy, discharge and/or perform any obligations and liabilities of the “Seller” under the Blackstone Agreement.

The foregoing summary of the Assignment is not complete and is qualified in its entirety by reference to the full text of the Assignment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Notice of Assignment to Blackstone
Exhibit 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: October 27, 2025				By:		/s/ J. Mel Sorensen, M.D.
						J. Mel Sorensen, M.D.
						President and Chief Executive Officer