Galera Therapeutics completes $350M PIPE financing

Galera Therapeutics, Inc. completed a Concurrent PIPE Financing on July 31, 2026, selling shares of its Series C Non-Voting Convertible Preferred Stock for aggregate gross proceeds of approximately $350.0 million.

Rhea-AI Filing Summary

Galera Therapeutics, Inc. completed a Concurrent PIPE Financing on July 31, 2026, selling shares of its Series C Non-Voting Convertible Preferred Stock for aggregate gross proceeds of approximately $350.0 million. The securities were issued in private placements exempt from registration under Section 4(a)(2) of the Securities Act.

Galera reiterates that, under a previously signed Merger Agreement, it and Obsidian Therapeutics, Inc. are expected to complete their Mergers into a new parent structure on August 3, 2026, subject to customary closing conditions. As part of a Pre-Closing Distribution, each holder of Galera common stock as of the July 31, 2026 record date will receive two contingent value rights per share: one tied to tilarganine and one tied to GC4711 (rucosopasem) and GC4419 (avasopasem). Each CVR provides the right to certain net proceeds paid by Parent from future dispositions of those assets, less permitted deductions, with the distribution of CVRs expected on August 6, 2026.

Filing Explained

The completed financing issued Series C Non-Voting Convertible Preferred Stock, not common stock; it adds a convertible preferred security, but this filing gives no conversion terms or resulting share count, so any ownership effect cannot be sized from this disclosure.

8-K Event Classification

3 items: 3.02, 7.01, 9.01

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Concurrent PIPE Financing gross proceeds: $350.0 million Pre-Closing Distribution record date: July 31, 2026 Expected Mergers closing date: August 3, 2026 +3 more

6 metrics

Concurrent PIPE Financing gross proceeds $350.0 million Aggregate gross proceeds from sale of Series C Preferred Stock completed July 31, 2026

Pre-Closing Distribution record date July 31, 2026 Record date to determine Galera Common Stock holders entitled to receive CVRs

Expected Mergers closing date August 3, 2026 Expected closing date for Mergers of Galera and Obsidian into Parent, subject to conditions

Expected CVR distribution date August 6, 2026 Expected date CVRs will be distributed, three business days after the Galera Effective Time

CVRs per Galera common share 2 CVRs per share One CVR tied to tilarganine and one tied to GC4711 and GC4419

Par value of preferred stock $0.001 per share Par value of Series C Non-Voting Convertible Preferred Stock issued in the PIPE

Key Terms

Concurrent PIPE Financing, contingent value rights, Pre-Closing Distribution, Series C Non-Voting Convertible Preferred Stock, +1 more

5 terms

Concurrent PIPE Financing financial

"Galera completed the Concurrent PIPE Financing and sold shares of Series C Preferred Stock"

contingent value rights financial

"each holder of one share of Galera Common Stock is entitled to receive one CVR representing the right"

Contingent value rights are special financial instruments that give their holder the potential to receive additional payments if certain future events or conditions happen, such as the achievement of specific business milestones. They are like a promise of extra rewards that depend on how well a project or company performs later on. Investors care about them because they offer a chance for extra gains but also carry uncertainty, as the extra payments are not guaranteed.

Pre-Closing Distribution financial

"Galera has declared a distribution (the “Pre-Closing Distribution”) to the holders of Galera’s common stock"

A pre-closing distribution is a payment or transfer of cash or assets made by a company to its owners or stakeholders before a proposed sale, merger, or other closing event is finalized. It matters to investors because it reduces the company’s net assets and can change the economics of a deal — like someone taking money out of a shared piggy bank before everyone agrees on how to split it — and such distributions are often tracked, adjusted for, or subject to clawback in transaction agreements.

Series C Non-Voting Convertible Preferred Stock financial

"shares of Galera’s Series C Non-Voting Convertible Preferred Stock, par value $0.001 per share"

Section 4(a)(2) of the Securities Act of 1933 regulatory

"issued in private placements exempt from registration under Section 4(a)(2) of the Securities Act of 1933"

FAQ

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

What financing transaction did Galera Therapeutics (GRTX) complete on July 31, 2026?

Galera Therapeutics completed a Concurrent PIPE Financing on July 31, 2026, selling Series C Non-Voting Convertible Preferred Stock. The transaction generated approximately $350.0 million in aggregate gross proceeds through private placements to institutional and accredited investors.

How much capital did Galera Therapeutics (GRTX) raise in the Concurrent PIPE Financing?

Galera raised approximately $350.0 million in aggregate gross proceeds from selling Series C Non-Voting Convertible Preferred Stock. The securities were issued in private placements exempt from registration under Section 4(a)(2) of the Securities Act of 1933.

When are the Mergers involving Galera Therapeutics (GRTX) and Obsidian expected to close?

The Mergers involving Galera Therapeutics and Obsidian Therapeutics are expected to close on August 3, 2026. Completion remains subject to the satisfaction or waiver of customary closing conditions specified in the Agreement and Plan of Merger with Gazelle Parent, Inc.

What contingent value rights (CVRs) will Galera Therapeutics (GRTX) stockholders receive?

Each Galera common share will receive two CVRs: one linked to tilarganine and one linked to GC4711 and GC4419. Each CVR entitles holders to certain net proceeds from future dispositions of those assets by Parent or its affiliates, less permitted deductions.

What are the key dates for the Pre-Closing Distribution to Galera Therapeutics (GRTX) stockholders?

The record date for the Pre-Closing Distribution is July 31, 2026, determining which stockholders receive CVRs. The distribution date for issuing the CVRs is expected to be August 6, 2026, three business days after the Galera Merger becomes effective.

Under what exemption were Galera Therapeutics (GRTX) PIPE securities issued?

The Series C Non-Voting Convertible Preferred Stock was issued under Section 4(a)(2) of the Securities Act of 1933. Galera states the offer and sale qualified as a private placement because it did not involve a public offering and met other applicable requirements.

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

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NASDAQ false 0001563577 0001563577 2026-07-31 2026-07-31

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): July 31, 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 3.02 Unregistered Sales of Equity Securities

As previously disclosed, on April 14, 2026, Galera Therapeutics, Inc., a Delaware corporation (“Galera”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Galera, Obsidian Therapeutics, Inc., a Delaware corporation (“Obsidian”), Gazelle Parent, Inc., a Delaware corporation (“Parent”), Onyx MergerSub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Obsidian Merger Sub”), and Gazelle Merger Subsidiary, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Galera Merger Sub”).

Pursuant to the Merger Agreement, and upon the terms and subject to the satisfaction of the conditions described therein, Galera will be merged with and into Galera Merger Sub, with Galera surviving as a wholly owned subsidiary of Parent (the “Galera Merger” and the Galera Merger’s effective time, the “Galera Effective Time”), and Obsidian will be merged with and into Obsidian Merger Sub, with Obsidian surviving as a wholly owned subsidiary of Parent (the “Obsidian Merger” and, together with the Galera Merger, the “Mergers”).

Also as previously disclosed, on April 14, 2026, Galera entered into a Securities Purchase Agreement with Parent and certain qualified institutional buyers and/or accredited investors (the “Investors”), pursuant to which Galera agreed to sell and the Investors agreed to purchase, shares of Galera’s Series C Non-Voting Convertible Preferred Stock, par value $0.001 per share (“Series C Preferred Stock” and, such sale of Series C Preferred Stock, the “Concurrent PIPE Financing”).

On July 31, 2026, Galera completed the Concurrent PIPE Financing and sold shares of Series C Preferred Stock for aggregate gross proceeds of approximately $350.0 million.

The shares issued in the Concurrent PIPE Financing were issued in private placements exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), because the offer and sale of such securities did not involve a “public offering” as defined in Section 4(a)(2) of the Securities Act, and other applicable requirements were met.

Item 7.01 Regulation FD Disclosure

The Mergers are expected to close on August 3, 2026, subject to the satisfaction or waiver of customary closing conditions.

As previously disclosed and pursuant to the terms of the Merger Agreement, Galera has declared a distribution (the “Pre-Closing Distribution”) to the holders of Galera’s common stock, par value $0.001 per share (the “Galera Common Stock”) of the right to receive contingent value rights (each, a “CVR”) for each outstanding share of Galera Common Stock held by such stockholders as of the date that is one business day prior to the closing of the Mergers. In connection with the Pre-Closing Distribution, each holder of one share of Galera Common Stock is entitled to receive (i) one CVR representing the right to receive contingent cash payments from the license, sale, assignment, transfer or other distribution of rights to develop and commercialize products containing the small molecule known as tilarganine and (ii) one CVR representing the right to receive contingent cash payments from the license, sale, assignment, transfer or other distribution of rights to develop and commercialize products containing GC4711 (rucosopasem) and GC4419 (avasopasem). Each CVR will entitle its holder to receive certain net proceeds from Parent upon the receipt by Parent or any affiliate of Parent of proceeds from such disposition of such assets, less permitted deductions.

The record date for the Pre-Closing Distribution is July 31, 2026 and the distribution date for the Pre-Closing Distribution is expected to occur on August 6, 2026, which is three business days after the expected Galera Effective Time.

The information in Item 7.01 of this Current Report on Form 8-K is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference in the filings of Galera under the Securities Act.

Item 9.01 Exhibits

(d) Exhibits.

Exhibit No.		Description
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: July 31, 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 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB