Galera Therapeutics (NASDAQ: GRTX) details conversions tied to Obsidian merger
Rhea-AI Filing Summary
Galera Therapeutics director and 10% owner Nancy T. Chang reported equity restructuring transactions tied to preferred stock and a merger. On May 15, 2026, 661.309 shares of Series B Preferred Stock were mandatorily converted into 661,309 shares of common stock. After a 1-for-200 reverse stock split and the August 3, 2026 Galera merger, 47,434 common shares and a stock option over 480 shares were disposed to Galera in connection with their conversion into Parent common stock using a 0.7019 Galera Exchange Ratio and a net-exercise formula for in-the-money options.
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Insider Trade Summary
Net Buyer: 613,875 shares
Net Buy
4 txns
Insider
CHANG NANCY T
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F2, F3, F5 | 480 | -- | -- |
| Disposition | Common Stock F2, F3, F4 | 47,434 | -- | -- |
| Conversion | Series B Preferred Stock F1 | 661.309 | $0.00 | $0.00 |
| Conversion | Common Stock F1 | 661,309 | -- | -- |
Holdings After Transaction:
Series B Preferred Stock — 0 shares (Direct);
Stock Option (Right to Buy) — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (5)
- 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 numbers have been adjusted to reflect the 1-for-200 reverse stock split Galera effected on July 12, 2026.
- F3. 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.
- F4. 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").
- F5. 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: 661.309 shares
Common stock issued from conversion: 661,309 shares
Common stock disposed: 47,434 shares
+5 more
8 metrics
Series B Preferred converted
661.309 shares
Series B Non-Voting Convertible Preferred Stock converted to common on May 15, 2026
Common stock issued from conversion
661,309 shares
Galera common stock received upon Mandatory Conversion of Series B Preferred on May 15, 2026
Common stock disposed
47,434 shares
Galera common shares reported as dispositions to the issuer on August 3, 2026
Option underlying shares
480 shares
Shares of Galera common stock underlying disposed stock option on August 3, 2026
Option exercise price
8.2000
Per-share exercise price of the Galera stock option treated as an In-the-Money Option
Galera Exchange Ratio
0.7019
Parent common shares per Galera common share at the Galera Effective Time
Reverse stock split ratio
1-for-200
Reverse stock split Galera effected on July 12, 2026 used to adjust reported numbers
In-the-money option threshold price
$15.62
Closing Galera share price used to define In-the-Money Options at the Galera Effective Time
Key Terms
Mandatory Conversion, Series B Non-Voting Convertible Preferred Stock, 1-for-200 reverse stock split, Agreement and Plan of Merger, +2 more
6 terms
Mandatory Conversion financial
"Galera may elect to convert preferred stock into common 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
"Amendment to the 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.
1-for-200 reverse stock split financial
"Numbers have been adjusted to reflect the 1-for-200 reverse stock split Galera effected on July 12, 2026."
Agreement and Plan of Merger regulatory
"Pursuant to an Agreement and Plan of Merger, dated as of April 14, 2026, by and among Galera and multiple merger subsidiaries."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
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") became fully vested."
Galera Exchange Ratio financial
"Each outstanding share of Galera common stock was converted using the 0.7019 Galera Exchange Ratio."
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transactions did Galera Therapeutics (GRTX) director Nancy T. Chang report?
Nancy T. Chang reported a Mandatory Conversion of 661.309 Series B Preferred shares into 661,309 common shares on May 15, 2026, and on August 3, 2026, issuer dispositions of 47,434 common shares and a stock option over 480 shares in connection with Galera’s merger.
How were GRTX stock options treated at the Galera merger effective time?
At the Galera Effective Time, each In-the-Money Option with an exercise price below $15.62 became fully vested and was converted into Parent common stock. For Nancy T. Chang, a stock option over 480 shares with an 8.2000 exercise price was disposed to Galera and treated under this net-exercise formula.