Galera Therapeutics (GRTX) director details merger-driven stock and option moves
Rhea-AI Filing Summary
Galera Therapeutics, Inc. director Michael R. Friedman reported restructuring-related equity changes tied to a preferred conversion and subsequent merger. On May 15, 2026, 2,989.399 shares of Series B Non-Voting Convertible Preferred Stock held indirectly through an Equity Trust Company Roth IRA were mandatorily converted into 2,989,399 shares of Galera common stock at a 1,000:1 Conversion Ratio. On August 3, 2026, following a 1-for-200 reverse stock split and completion of the Galera merger into a parent entity, 41,631 indirectly held Galera common shares and 480 in-the-money stock options with an $8.20 exercise price were disposed to the issuer and converted into rights to receive Parent common stock under the merger exchange formulas.
Positive
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Negative
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Insider Trade Summary
Net Buyer: 2,947,768 shares
Net Buy
4 txns
Insider
FRIEDMAN MICHAEL R.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F3, F4, F6 | 480 | -- | -- |
| Disposition | Common Stock F3, F4, F5, F2 | 41,631 | -- | -- |
| Conversion | Series B Preferred Stock F1, F2 | 2,989.399 | $0.00 | $0.00 |
| Conversion | Common Stock F1, F2 | 2,989,399 | -- | -- |
Holdings After Transaction:
Series B Preferred Stock — 0 shares (Indirect, See Footnote);
Stock Option (Right to Buy) — 0 shares (Direct);
Common Stock — 0 shares (Indirect, See Footnote)
Footnotes (6)
- F1. On February 12, 2026, Galera Therapeutics, Inc. ("Galera") filed a Certificate of Amendment (the "Amendment") to the Certificate of Designation of Preferences, Rights, and Limitations of Series B Non-Voting Convertible Preferred Stock. The Amendment provided that, in the sole discretion of Galera's board of directors, Galera may elect to convert, in whole or in part, outstanding shares of Series B Non-Voting Convertible Preferred Stock ("Series B Preferred Stock") into a number of shares of Galera common stock calculated based on the Conversion Ratio (defined as 1,000 shares of Galera common stock issuable upon the conversion of each share of Series B Preferred Stock) (a "Mandatory Conversion"). On May 15, 2026, Galera effected a Mandatory Conversion of Series B Preferred Stock, including shares of Series B Preferred Stock held by the Reporting Person. The shares of Series B Preferred Stock had no expiration date.
- F2. These securities are held by Equity Trust Company, Custodian FBO Michael Friedman Roth IRA.
- F3. These numbers have been adjusted to reflect the 1-for-200 reverse stock split (the "Reverse Stock Split") Galera Therapeutics, Inc. ("Galera") effected on July 12, 2026.
- F4. Pursuant to an Agreement and Plan of Merger, dated as of April 14, 2026 (the "Merger Agreement"), by and among Galera, Obsidian Therapeutics, Inc. ("Obsidian"), Gazelle Parent, Inc. ("Parent"), Onyx MergerSub, Inc., a wholly owned subsidiary of Parent ("Obsidian Merger Sub"), and Gazelle Merger Subsidiary, Inc., a wholly owned subsidiary of Parent ("Galera Merger Sub"), on August 3, 2026, Galera merged with and into Galera Merger Sub, with Galera surviving as a wholly owned subsidiary of Parent (the "Galera Merger"), and Obsidian 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").
- F5. At the effective time of the Galera Merger (the "Galera Effective Time"), each outstanding share of Galera common stock (excluding any shares of Galera common stock held by stockholders who had exercised and perfected appraisal rights for such shares) was converted into the right to receive 0.7019 shares of Parent common stock (the "Galera Exchange Ratio").
- F6. At the Galera Effective Time, each outstanding Galera stock option with an exercise price per share less than $15.62 (each, an "In-the-Money Option"), which was the closing trading price of a share of Galera common stock on the last full trading day on which the Galera common stock was traded prior to the date of the Galera Effective Time, became fully vested and was converted into shares of Parent common stock determined by (i) multiplying the number of shares of Galera common stock underlying the In-the-Money Option by the Galera Exchange Ratio (rounded down to the nearest whole share) then (ii) subtracting the number of shares of Parent common stock with a value equal to the exercise price and withholding taxes each required to be paid with respect to the net exercise of the In-the-Money Option, calculated pursuant to the formula set forth in Section 2.6(i) of the Merger Agreement.
Key Figures
Series B Preferred converted: 2,989.399 shares
Common stock received on conversion: 2,989,399 shares
Common stock converted in merger: 41,631 shares
+5 more
8 metrics
Series B Preferred converted
2,989.399 shares
Shares of Series B Preferred Stock mandatorily converted on May 15, 2026
Common stock received on conversion
2,989,399 shares
Galera common shares issued at 1,000:1 Conversion Ratio for each Series B Preferred share
Common stock converted in merger
41,631 shares
Outstanding Galera common stock converted into right to receive Parent common stock at merger
Stock options disposed
480 options
In-the-money Galera stock options disposed to issuer and converted at merger closing
Stock option exercise price
$8.20 per share
Exercise price of Galera in-the-money stock options converted into Parent common stock
Galera Exchange Ratio
0.7019
Each Galera common share became the right to receive 0.7019 Parent common shares
Series B Conversion Ratio
1,000
Number of Galera common shares issuable per share of Series B Preferred Stock
Reverse stock split
1-for-200
Reverse stock split of Galera common stock effective July 12, 2026
Key Terms
Mandatory Conversion, Series B Non-Voting Convertible Preferred Stock, reverse stock split, Galera Exchange Ratio, +1 more
5 terms
Mandatory Conversion financial
"Galera may elect to convert...into a number of shares... (a "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.
Series B Non-Voting Convertible Preferred Stock financial
"Certificate of Designation of Preferences, Rights, and Limitations of 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.
reverse stock split financial
"adjusted to reflect the 1-for-200 reverse stock split Galera effected on July 12, 2026."
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Galera Exchange Ratio financial
"was converted into the right to receive 0.7019 shares of Parent common stock (the "Galera Exchange Ratio")."
In-the-Money Option financial
"each outstanding Galera stock option with an exercise price per share less than $15.62 (each, an "In-the-Money Option")."
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What mandatory preferred stock conversion involving Galera Therapeutics (GRTX) did Michael R. Friedman report?
Michael R. Friedman reported a Mandatory Conversion of 2,989.399 Series B Non-Voting Convertible Preferred shares into 2,989,399 Galera common shares on May 15, 2026. The conversion used a 1,000:1 Conversion Ratio and the securities were held indirectly through a Roth IRA account.
How were Michael R. Friedman’s Galera Therapeutics (GRTX) stock options treated in the merger?
At the Galera Effective Time, 480 in-the-money Galera stock options with an $8.20 exercise price were disposed to the issuer. Under the merger agreement, such in-the-money options became fully vested and were converted into Parent common stock using a specified net exercise formula.
Through what entity does Michael R. Friedman indirectly hold Galera Therapeutics (GRTX) securities?
The indirect Galera securities reported for Michael R. Friedman are held by Equity Trust Company, Custodian FBO Michael Friedman Roth IRA. This custodian entity appears in the footnotes and applies to the indirect holdings reported for both preferred and common stock transactions.
What exchange ratio applied to Galera Therapeutics (GRTX) common stock in the merger?
At the Galera Effective Time, each outstanding share of Galera common stock was converted into the right to receive 0.7019 shares of Parent common stock. This Galera Exchange Ratio governed all outstanding Galera common shares not subject to perfected appraisal rights.