Galera Therapeutics (GRTX) sets 2026 meeting date and April 13 proposal deadline

Rhea-AI Filing Summary

Galera Therapeutics, Inc. has scheduled its Combined 2025 and 2026 Annual Meeting of Stockholders for May 8, 2026. Because this date is more than 60 days after the prior Annual Meeting held on February 24, 2025, the company is updating key stockholder proposal and nomination deadlines.

Stockholders seeking to nominate directors or present other business under the company’s Amended and Restated Bylaws must deliver notice to the secretary at the principal executive office by April 13, 2026. To use the universal proxy rules under Rule 14a-19, stockholders soliciting proxies for alternative nominees must also provide the required notice by April 13, 2026. The company will treat stockholder proposals received on or before April 13, 2026 as received a reasonable time before it prints and mails proxy materials for possible inclusion under Rule 14a-8.

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

Annual meeting date: May 8, 2026 Bylaw notice deadline: April 13, 2026 Universal proxy notice deadline: April 13, 2026 +2 more

5 metrics

Annual meeting date May 8, 2026 Combined 2025 and 2026 Annual Meeting of Stockholders

Bylaw notice deadline April 13, 2026 Deadline for director nominations and other business under bylaws

Universal proxy notice deadline April 13, 2026 Rule 14a-19(b) notice for alternative director nominees

Proxy inclusion reference date April 13, 2026 Proposals on or before this date deemed timely under Rule 14a-8

Prior annual meeting date February 24, 2025 Anniversary date used to assess 60-day timing difference

Key Terms

Annual Meeting of Stockholders, Amended and Restated Bylaws, advance notice provisions, universal proxy rules, +2 more

6 terms

Annual Meeting of Stockholders financial

"The Combined 2025 and 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Galera Therapeutics, Inc."

Amended and Restated Bylaws regulatory

"must comply with the requirements set forth in the Company’s Amended and Restated Bylaws (the “Bylaws”)."

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.

advance notice provisions regulatory

"The advance notice provisions of the Bylaws contain informational content requirements"

Advance notice provisions are rules in a company’s bylaws that require shareholders or potential board candidates to give written notice — by a set deadline — before proposing agenda items or nominating directors for a shareholder meeting. Like an RSVP and agenda deadline for a meeting, they help the company plan and prevent last-minute surprises; for investors, they shape the timing and feasibility of shareholder campaigns and influence how quickly governance changes can occur.

universal proxy rules regulatory

"To comply with the universal proxy rules pursuant to Rule 14a-19 under the Exchange Act"

Universal proxy rules require that when shareholders vote to elect directors in a contested election, the proxy card mailed to investors can include candidates nominated by both the company and dissident shareholders, letting investors mix and match their choices on a single ballot. This matters to investors because it makes their vote more flexible and easier to use, like replacing separate lists with one common ballot, which can influence who controls the board and the company’s future direction.

Rule 14a-8 regulatory

"inclusion of a stockholder proposal in the Company’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934"

Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.

Rule 14a-19 regulatory

"pursuant to Rule 14a-19 under the Exchange Act, stockholders who intend to solicit proxies"

Rule 14a-19 is a U.S. Securities and Exchange Commission rule that governs how independent proxy advisory firms produce and distribute voting recommendations for shareholders. It requires these advisers to provide companies with notice of their recommendations and a chance to respond, and to disclose certain conflicts; think of it as a referee ensuring both sides see a game plan before fans cast votes. Investors care because proxy advisers influence voting outcomes and corporate governance, so the rule affects transparency, potential bias, and the reliability of guidance that many investors rely on when voting shares.

Understanding 8-K Material Events →

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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): April 3, 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

The Combined 2025 and 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Galera Therapeutics, Inc. (the “Company”) has been scheduled for May 8, 2026.

Due to the fact that the date for the Annual Meeting is more than 60 days after the anniversary of the 2024 Annual Meeting of Stockholders of the Company, which was held on February 24, 2025, the Company is providing the new deadline for submission of any qualified stockholder proposal or qualified stockholder nomination.

Stockholders who wish to bring a director nomination or stockholder proposal other than by means of inclusion of a stockholder proposal in the Company’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), before the Annual Meeting must comply with the requirements set forth in the Company’s Amended and Restated Bylaws (the “Bylaws”). The advance notice provisions of the Bylaws contain informational content requirements that must be met when providing notice to the Company of matters to be brought before the Annual Meeting. The Bylaws require that any such stockholder’s notice be delivered to, or mailed and received by, the secretary of the Company, Joel Sussman, at the principal executive office of the Company not later than April 13, 2026. The Company’s principal executive office is at 101 Lindenwood Drive, Suite 225, Malvern, Pennsylvania 19355.

To comply with the universal proxy rules pursuant to Rule 14a-19 under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must additionally provide notice to the Company setting forth the information required by Rule 14a-19(b) under the Exchange Act, and such notice must be postmarked or transmitted electronically to the Company at its principal executive office no later than April 13, 2026.

For stockholders who intend to have a proposal considered for inclusion in the Company’s proxy materials for the Annual Meeting pursuant to Rule 14a-8 under the Exchange Act, such proposal must be received by the Company at its principal executive office no later than a reasonable time before the Company begins to print and send its proxy materials for the Annual Meeting to stockholders. The Company will consider proposals received on or before April 13, 2026 to have been received a reasonable time before the Company begins to print and send its proxy materials.

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 3, 2026				By:		/s/ J. Mel Sorensen, M.D.
						J. Mel Sorensen, M.D.
						President and Chief Executive Officer

FAQ

When is Galera Therapeutics (GRTX) holding its Combined 2025 and 2026 Annual Meeting?

Galera Therapeutics plans to hold its Combined 2025 and 2026 Annual Meeting of Stockholders on May 8, 2026. This meeting date is more than 60 days after the prior Annual Meeting held on February 24, 2025, triggering revised stockholder proposal deadlines.

What is the deadline for Galera Therapeutics (GRTX) stockholders to submit director nominations or other proposals?

Stockholders must deliver director nominations or other proposals under the company’s bylaws by April 13, 2026. Notices must be delivered or mailed to the secretary at Galera’s principal executive office in Malvern, Pennsylvania, in accordance with the advance notice provisions of the bylaws.

How do universal proxy rules under Rule 14a-19 affect GRTX stockholder nominations?

Stockholders planning to solicit proxies for director nominees other than Galera’s nominees must provide a Rule 14a-19(b) notice by April 13, 2026. This notice, containing the required information, must be postmarked or electronically transmitted to the company’s principal executive office by that date.

What is the deadline to have a stockholder proposal included in GRTX’s proxy materials under Rule 14a-8?

For potential inclusion in Galera’s proxy materials under Rule 14a-8, proposals must reach the principal executive office a reasonable time before printing and mailing. The company will deem proposals received on or before April 13, 2026 to be timely for this purpose.

Where must Galera Therapeutics (GRTX) stockholder notices and proposals be sent?

All qualifying stockholder notices and proposals must be delivered to the secretary, Joel Sussman, at Galera Therapeutics’ principal executive office. The address is 101 Lindenwood Drive, Suite 225, Malvern, Pennsylvania 19355, which is the designated location for receiving such submissions.

Why did GRTX update its stockholder proposal deadlines for the 2025–2026 Annual Meeting?

Galera updated deadlines because the May 8, 2026 Annual Meeting is more than 60 days after the prior meeting on February 24, 2025. This timing difference requires the company to set new advance notice and proxy-related deadlines for stockholder nominations and proposals.

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