Galera converts Series B preferred into common stock

Galera Therapeutics, Inc. converted all remaining shares of its Series B Non-Voting Convertible Preferred Stock into common stock on May 15, 2026.

Rhea-AI Filing Summary

Galera Therapeutics, Inc. converted all remaining shares of its Series B Non-Voting Convertible Preferred Stock into common stock on May 15, 2026. The company exchanged 42,839.11 Series B preferred shares for 42,839,103 shares of common stock under the existing Certificate of Designation.

No fractional common shares were issued; instead, holders will receive cash equal to the trading value of any fractional share amounts as of the close of business on the conversion date. After this mandatory conversion, no Series B preferred shares remain issued or outstanding, simplifying Galera’s capital structure to common stock only.

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: 42,839.11 shares Common shares issued: 42,839,103 shares Series B preferred remaining: 0 shares +1 more

4 metrics

Series B preferred converted 42,839.11 shares Remaining Series B Non-Voting Convertible Preferred Stock converted on May 15, 2026

Common shares issued 42,839,103 shares Common stock issued upon conversion of Series B preferred

Series B preferred remaining 0 shares Series B Non-Voting Convertible Preferred Stock outstanding after conversion

Par value per share $0.001 Par value for both Series B preferred and common stock

Key Terms

Series B Non-Voting Convertible Preferred Stock, Certificate of Designation, mandatory conversion, trading value

4 terms

Series B Non-Voting Convertible Preferred Stock financial

"converted the remaining 42,839.11 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"

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

mandatory conversion financial

"No fractional shares of Common Stock were issued in connection with the mandatory conversion"

Mandatory conversion is a rule that forces certain convertible securities—like bonds or preferred shares—to be turned into common stock when specific conditions are met (for example, a date arrives or a price target is hit). For investors this matters because it increases the number of shares outstanding and can dilute existing ownership, shifting value from fixed-income holders into equity holders and changing a company’s risk and return profile, much like an automatic trade that swaps a guaranteed payment for an ownership stake.

trading value financial

"amount in cash equal to the trading value of such fractional shares as of the close of business"

FAQ

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

What capital structure change did Galera Therapeutics (GRTX) disclose?

Galera Therapeutics converted all remaining Series B Non-Voting Convertible Preferred Stock into common stock. This mandatory conversion simplifies the company’s capital structure so only common stock remains outstanding, aligning preferred holders fully with common shareholders.

How many Galera Therapeutics (GRTX) preferred shares were converted?

The company converted 42,839.11 shares of Series B Non-Voting Convertible Preferred Stock into common stock. These preferred shares are now fully exchanged and no Series B preferred shares remain issued or outstanding after the transaction.

How many Galera Therapeutics (GRTX) common shares were issued in the conversion?

Galera issued 42,839,103 shares of common stock upon converting the remaining Series B preferred shares. This exchange followed the terms set out in the Certificate of Designation governing the Series B Non-Voting Convertible Preferred Stock.

How will Galera Therapeutics (GRTX) handle fractional shares from the conversion?

Galera will not issue fractional common shares in the conversion. Instead, each holder will receive cash equal to the trading value of any fractional share amount as of the close of business on the conversion date.

Does Galera Therapeutics (GRTX) still have any Series B preferred stock outstanding?

No Series B preferred stock remains outstanding at Galera Therapeutics. Following the May 15, 2026 mandatory conversion of 42,839.11 Series B preferred shares, all such shares have been fully exchanged into common stock.

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

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Accepted by SEC EDGAR 05/19/2026 - 04:01 PM EDT Learn about SEC filing dates

NONE 0001563577 false 0001563577 2026-05-15 2026-05-15

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 15, 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 May 15, 2026, Galera Therapeutics, Inc. (the “Company”) converted the remaining 42,839.11 shares of the Company’s Series B Non-Voting Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”), into 42,839,103 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 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, no shares of Series B Preferred Stock remain issued and 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: May 19, 2026				By:		/s/ J. Mel Sorensen, M.D.
						J. Mel Sorensen, M.D.
						President and Chief Executive Officer

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