Emerald Bioventures boosts common stake in Galera Therapeutics (GRTX)
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Galera Therapeutics, Inc. reported a major ownership change as a key holder converted preferred stock into common shares. On May 15, 2026, Emerald Bioventures, LLC converted 20,813.8186 shares of Galera’s Series B Non-Voting Convertible Preferred Stock into 20,813,818 shares of common stock, based on a 1,000:1 Conversion Ratio.
After this derivative conversion, Emerald directly held 61,029,978 shares of Galera common stock. No fractional common shares were issued; instead, Galera will pay Emerald cash equal to the trading value of the fractional share amount on the conversion date. The filing is made jointly by Emerald and Timothy Opler, who is the managing member of Emerald and may be deemed to beneficially own the securities held by Emerald.
Positive
- None.
Negative
- None.
Insider Trade Summary
20,813.819 shares exercised/converted
Mixed
2 txns
Insider
Emerald Bioventures, LLC, Opler Timothy
Role
null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series B Preferred Stock | 20,813.819 | $0.00 | -- |
| Conversion | Common Stock | 20,813,818 | $0.00 | -- |
Holdings After Transaction:
Series B Preferred Stock — 0 shares (Direct, null);
Common Stock — 61,029,978 shares (Direct, null)
Footnotes (1)
- Pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series B Non-Voting Convertible Preferred Stock, as amended ("Certificate of Designation"), no fractional shares were issued upon conversion. In lieu of fractional shares, the Issuer will pay Emerald Bioventures, LLC ("Emerald") 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. This Form 4 is jointly filed by and on behalf of each of Emerald and Timothy Opler. Emerald is the record and direct beneficial owner of the securities reported herein. Mr. Opler is the managing member of Emerald and may be deemed to beneficially own securities owned by Emerald. Represents 20,813.8186192892 shares of the Issuer's Series B Non Voting Convertible Preferred Stock (the "Series B Preferred Stock"). On May 15, 2026, the Issuer converted all outstanding Series B Preferred Stock into a number of shares of the Issuer's Common Stock ("Common Stock") calculated based on the Conversion Ratio (defined as 1,000 shares of Common Stock issuable upon the conversion of each share of Series B Preferred Stock), pursuant to and in accordance with the Certificate of Designation. The shares of Series B Preferred Stock have no expiration date.
Key Figures
Common shares acquired via conversion: 20,813,818 shares
Series B preferred shares converted: 20,813.8186 shares
Post-transaction common holdings: 61,029,978 shares
+2 more
5 metrics
Common shares acquired via conversion
20,813,818 shares
Common stock issued upon Series B conversion on May 15, 2026
Series B preferred shares converted
20,813.8186 shares
Series B Non-Voting Convertible Preferred Stock fully converted
Post-transaction common holdings
61,029,978 shares
Common stock held directly by Emerald after conversion
Conversion Ratio
1,000 common shares per preferred share
Defined in Certificate of Designation for Series B Preferred
Exercise/Conversion count
1 derivative exercise
transactionSummary exerciseCount for the Form 4
Key Terms
Series B Non-Voting Convertible Preferred Stock, Certificate of Designation, Conversion Ratio, beneficially own
4 terms
Series B Non-Voting Convertible Preferred Stock financial
"Represents 20,813.8186192892 shares of the Issuer'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 the Certificate of Designation of Preferences, Rights and Limitations of the Series B"
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.
Conversion Ratio financial
"calculated based on the Conversion Ratio (defined as 1,000 shares of Common Stock issuable"
The conversion ratio is the number of common shares an investor receives when a convertible security (like a bond or preferred share) or an exchangeable instrument is turned into ordinary stock. It matters because it tells investors how much ownership or dilution will occur — similar to knowing how many slices you get when you trade in a coupon — and directly affects the value you get from the convertible and the company’s future share count.
beneficially own financial
"Mr. Opler is the managing member of Emerald and may be deemed to beneficially own securities owned by Emerald"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
FAQ
What insider transaction did Galera Therapeutics (GRTX) disclose in this Form 4?
Galera Therapeutics disclosed that Emerald Bioventures, LLC converted Series B Non-Voting Convertible Preferred Stock into common stock. The transaction reflects a derivative conversion rather than an open-market buy or sell, changing the form of Emerald’s stake while maintaining its economic exposure.
What is Emerald Bioventures’ ownership in Galera Therapeutics (GRTX) after the transaction?
After the conversion, Emerald Bioventures directly held 61,029,978 shares of Galera Therapeutics common stock. This makes Emerald a significant ten percent owner, with the Form 4 reflecting its updated position following the full conversion of its Series B preferred shares.
What Conversion Ratio applied to Galera Therapeutics (GRTX) Series B Preferred Stock?
Each share of Galera’s Series B Non-Voting Convertible Preferred Stock was convertible into 1,000 shares of common stock. The issuer converted all outstanding Series B Preferred Stock using this 1,000:1 Conversion Ratio, as specified in the Certificate of Designation governing these preferred shares.