Welcome to our dedicated page for Galera Therapeutics SEC filings (Ticker: GRTX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Galera Therapeutics filings document a clinical-stage oncology company’s material agreements, governance matters, capital structure and operating disclosures. The company’s SEC reports include 8-K events for asset transactions involving dismutase mimetics, amendments to preferred-stock terms, conversions of Series B Non-Voting Convertible Preferred Stock, pre-funded warrant exercises, and executive compensation arrangements.
Galera’s proxy and annual-meeting materials cover stockholder voting procedures, director nominations, governance requirements and related capital-structure disclosures. Its public-company records also identify GRTX common stock on the OTCQB Market and provide formal disclosure of financial results, reporting obligations, risk-related matters and corporate actions affecting the company’s oncology development business.
Galera Therapeutics, Inc. disclosed a proposed business combination with Obsidian Therapeutics and stated the parties and a newly-formed company will file a registration statement on Form S-4 that will include a proxy statement/information statement and prospectus relating to the proposed transaction.
The communication warns that the Prospectus and other SEC filings will contain important information, notes that Galera and Obsidian executives may be participants in the solicitation, and cautions that forward-looking statements about the merger, planned clinical activities, milestone payments and a concurrent private placement financing are subject to risks described in Galera’s annual report.
Galera Therapeutics, Inc. entered into an Agreement and Plan of Merger with Obsidian Therapeutics and newly formed Parent (Gazelle Parent, Inc.) to combine the companies and create a Nasdaq-listed combined company. The transaction contemplates a $350.0 million Concurrent PIPE Financing, issuance of Parent common stock to Galera and Obsidian equityholders, and a Contingent Value Right (CVR) for Galera stockholders tied to proceeds from specified asset dispositions. At closing, pro forma ownership is expected to be approximately 53.2% pre-merger Obsidian equityholders, 45.0% PIPE Investors and 1.8% pre-merger Galera equityholders (assuming $350.0 million PIPE and a Galera valuation of $13.8 million). Closing is subject to stockholder approvals, Form S-4 effectiveness, listing on Nasdaq, receipt of PIPE proceeds and customary conditions. The Merger Agreement includes support and lock-up agreements, mutual representations and customary termination fees and covenants, and creates CVRs that may pay if specified proceeds are received.
Galera Therapeutics entered a definitive all-stock merger agreement with Obsidian Therapeutics, under which both companies will become wholly owned subsidiaries of a new parent that plans to operate as Obsidian Therapeutics and list on Nasdaq as “OBX.” At closing, based on current estimates, Obsidian equityholders are expected to own about 53.2% of the combined company, existing Galera holders about 1.8%, and investors in a concurrent private placement about 45.0%, reflecting valuations of approximately $413.5 million for Obsidian and $13.8 million for Galera, assuming Galera net cash of $1.8 million.
The deal is supported by an oversubscribed $350.0 million PIPE financing in Galera Series C non-voting convertible preferred stock, which will convert into Galera common and then into parent common stock at the merger. The combined company’s cash, including PIPE proceeds, is expected to fund operations into the second half of 2028, covering key milestones for Obsidian’s lead TIL cell therapy OBX‑115, including Phase 1 NSCLC data in the first half of 2027 and topline melanoma data by year-end 2027.
Galera stockholders will also receive one contingent value right per Galera share, giving them rights to net proceeds from any monetization of Galera’s legacy small-molecule assets, including tilarganine and supportive-care candidates, and to future milestone payments under Galera’s October 2025 asset sale to Biossil.ai. The merger is subject to customary closing conditions, including stockholder approvals, effectiveness of a Form S‑4 registration statement, receipt of approximately $350 million in PIPE proceeds, continued Galera trading on the OTCQB and Nasdaq listing approval for the new parent’s stock.
Galera Therapeutics, Inc. has filed a preliminary proxy statement for a combined 2025 and 2026 Annual Meeting to be held virtually on May 8, 2026. The filing discloses management proposals including director elections, ratification of KPMG LLP as auditor, advisory say-on-pay items, and three charter amendments: (1) increase authorized common stock to 400,000,000 shares, (2) permit stockholder action by written consent, and (3) authorize a reverse stock split at a ratio between 1:75 and 1:200 to be effected at the Board’s discretion. The filing states 160,429,783 shares outstanding as of the April 10, 2026 record date and discloses 39,373,206 shares reserved for issuance and 10,599,059 options outstanding.
Nancy T. Chang, a director of Galera Therapeutics, Inc., filed a Schedule 13D reporting beneficial ownership of 8,921,543 shares of common stock, representing about 5.9% of the company. Her position reflects shares bought in a December 2024 private placement, equity received in Galera’s acquisition of Nova Pharmaceuticals, and stock options.
In the December 2024 private placement, she purchased 7,644,932 shares at $0.0654 per share using personal funds, as part of a broader 44,111,260-share and pre-funded warrant financing. She also received Series B non-voting convertible preferred stock in the Nova merger, part of which was later mandatorily converted into 1,180,611 common shares. Her remaining stake includes 661.309 Series B preferred shares and an option for 96,000 common shares vesting over 36 months.
Galera Therapeutics director-associated IRA converted preferred stock into common shares through a company-initiated action. On April 7, 2026, 5,336.87 shares of Series B Non-Voting Convertible Preferred Stock indirectly held for Michael Friedman were mandatorily converted into 5,336,870 shares of Common Stock based on a 1,000:1 Conversion Ratio. The securities are held by Equity Trust Company, Custodian FBO Michael Friedman Roth IRA, which now holds 5,336,870 common shares indirectly following the conversion.
Galera Therapeutics director and 10% owner Nancy T. Chang converted preferred stock into common shares. On a board-initiated partial mandatory conversion effective April 7, 2026, 1,180.611 shares of Series B Non-Voting Convertible Preferred Stock were converted into 1,180,611 shares of common stock at a stated conversion price of $0.00 per share.
After the conversion, Chang directly held 8,825,543 shares of common stock and 661.309 shares of Series B Preferred Stock. This was a derivative conversion, not an open-market purchase or sale, and followed a February 12, 2026 amendment allowing the board to elect mandatory conversions based on a 1,000-to-1 conversion ratio.
Galera Therapeutics, Inc. converted 76,479.175 shares of its Series B Non-Voting Convertible Preferred Stock into 76,479,164 shares of common stock on April 7, 2026, under the existing Certificate of Designation. Fractional common shares will be settled in cash based on the trading value at the conversion date.
After this partial mandatory conversion, 42,839.11 shares of Series B Preferred Stock remain outstanding. On April 8, 2026, affiliates of Ikarian Capital, LLC exercised pre-funded warrants for 8,488,229 common shares at an exercise price of $0.001 per share, providing approximately $8,488.23 to the company, with warrants for an additional 14,552,811 common shares still outstanding.
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.
Galera Therapeutics, Inc. files its annual report describing a major strategic shift and current risks. The company sold its historical radiotherapy assets, including avasopasem and rucosopasem, to Biossil for a $3.5 million upfront payment plus up to $105.0 million in contingent value rights and milestone opportunities, and Biossil assumed Galera’s royalty obligations to Blackstone.
Galera acquired Nova Pharmaceuticals, adding a pan-NOS inhibitor program now focused on treating aggressive breast cancers such as metaplastic and triple-negative disease. A Phase 1/2 investigator-sponsored trial is underway, funded by an NIH grant, with additional U.S. cancer centers participating. An I-SPY 2 collaboration for triple-negative breast cancer is being planned, contingent on new capital.
As of December 31, 2025, Galera had 3 employees and reported that its cash balance is anticipated to fund operations through the first quarter of 2027. Despite a $151.0 million non-cash gain from extinguishing the Blackstone royalty liability and net income of $149.0 million in 2025, the company carries an accumulated deficit of $307.3 million and warns that its ability to continue as a going concern depends on raising additional funding while it relies heavily on a single, unapproved product candidate.