Emerald Bioventures reports 30.2% stake in Galera

Emerald Bioventures, LLC and Timothy Opler filed an amended Schedule 13D reporting beneficial ownership of 61,029,978 shares of Galera Therapeutics common stock, or about 30.2% of the outstanding shares.

Rhea-AI Filing Summary

Emerald Bioventures, LLC and Timothy Opler filed an amended Schedule 13D reporting beneficial ownership of 61,029,978 shares of Galera Therapeutics common stock, or about 30.2% of the outstanding shares. This reflects a mandatory conversion of preferred stock into common shares.

On May 14, 2026, Galera delivered a Notice of Mandatory Conversion for its Series B Non-Voting Convertible Preferred Stock, effective May 15, 2026. In this conversion, 20,813.8186192892 shares of Series B Preferred held by Emerald were converted into 20,813,818 common shares, with cash paid in lieu of fractional shares.

After the conversion, Emerald holds only common stock and no Series B Preferred. The filing states that the ownership percentage is based on 203,268,886 common shares outstanding, combining shares previously outstanding and those issued upon conversion of all Series B Preferred Stock.

Key Figures

Beneficial ownership: 61,029,978 shares Ownership percentage: 30.2% Series B shares converted: 20,813.8186192892 shares +4 more

7 metrics

Beneficial ownership 61,029,978 shares Galera common stock held by reporting persons

Ownership percentage 30.2% Portion of Galera common stock outstanding

Series B shares converted 20,813.8186192892 shares Series B Preferred held by Emerald before conversion

Common shares issued on conversion 20,813,818 shares Common stock received by Emerald in Mandatory Conversion

Total shares outstanding post-conversion 203,268,886 shares Galera common stock outstanding after Series B conversion

Shares outstanding pre-conversion 160,429,783 shares Galera common stock outstanding as of May 12, 2026

Shares issued from all Series B conversions 42,839,103 shares Common stock issued on May 15, 2026 from Series B

Key Terms

Mandatory Conversion, Series B Non-Voting Convertible Preferred Stock, Certificate of Designation, Schedule 13D, +1 more

5 terms

Mandatory Conversion financial

"the Issuer provided Emerald with a Notice of Mandatory Conversion of Series B Non-Voting Convertible Preferred Stock"

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

"Notice of Mandatory Conversion of Series B Non-Voting Convertible Preferred Stock (the "Mandatory Conversion Notice")"

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

"on the applicable Trading Market (as defined in the Certificate of Designation) on the date of the Mandatory Conversion"

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.

Schedule 13D regulatory

"amends and supplements the filed with the Securities and Exchange Commission by the Reporting Persons on April 27, 2026 ("Original 13D")"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially own financial

"the Reporting Persons may be deemed to beneficially own 61,029,978 shares of Common Stock"

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

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

What stake in Galera Therapeutics (GRTX) does Emerald Bioventures now report?

Emerald Bioventures and Timothy Opler report beneficial ownership of 61,029,978 Galera Therapeutics common shares, representing about 30.2% of the outstanding stock, based on 203,268,886 shares of common stock outstanding after the Series B Preferred conversion.

What transaction triggered this amended Schedule 13D for Galera Therapeutics (GRTX)?

The amendment was triggered by a Mandatory Conversion of Galera’s Series B Non-Voting Convertible Preferred Stock into common shares. Emerald’s 20,813.8186192892 Series B shares were converted into 20,813,818 common shares effective May 15, 2026, plus cash for fractional shares.

How many Galera Therapeutics (GRTX) shares are outstanding after the conversion?

The filing states that 203,268,886 Galera common shares are outstanding. This figure combines 160,429,783 shares outstanding as of May 12, 2026 and an additional 42,839,103 common shares issued upon conversion of the Series B Preferred Stock.

Does Emerald Bioventures still hold Galera Series B Preferred Stock after the conversion?

No, following the Mandatory Conversion effective May 15, 2026, Emerald Bioventures holds only Galera common stock. Its 20,813.8186192892 Series B Preferred shares were fully converted into 20,813,818 common shares, with fractional entitlements settled in cash.

Have Emerald Bioventures and Timothy Opler recently traded Galera Therapeutics (GRTX) stock?

The filing states that, apart from the Mandatory Conversion described, the reporting persons have not effected transactions in Galera common stock during the 60 days preceding May 15, 2026 and the filing date, indicating no other recent trading activity disclosed.

What role does the Certificate of Designation play in Galera’s Series B Preferred conversion?

The Certificate of Designation governs terms for the Series B Preferred Stock. Under Section 6.4.6, Emerald receives cash in lieu of fractional common shares, calculated using the closing price on the applicable trading market on the Mandatory Conversion date.

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

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Accepted by SEC EDGAR 05/29/2026 - 04:58 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Galera Therapeutics, Inc.

(Name of Issuer)

Common stock, par value $0.001 per share (the "Common Stock")

(Title of Class of Securities)

36338D108

(CUSIP Number)

Timothy Opler
c/o Emerald Bioventures, LLC, 555 Madison Avenue, Suite 11D
New York, NY, 10022
650-862-3029

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/15/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 36338D108

1

Name of reporting person

Emerald Bioventures, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 61,029,978.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 61,029,978.00

11

Aggregate amount beneficially owned by each reporting person

61,029,978.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

30.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 36338D108

1

Name of reporting person

Timothy Opler

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 61,029,978.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 61,029,978.00

11

Aggregate amount beneficially owned by each reporting person

61,029,978.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

30.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common stock, par value $0.001 per share (the "Common Stock")
(b)	Name of Issuer: Galera Therapeutics, Inc.
(c)	Address of Issuer's Principal Executive Offices: 101 Lindenwood Drive, Suite 225, Malvern, PENNSYLVANIA , 19355.
Item 1 Comment: This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons on April 27, 2026 ("Original 13D"), relating to the Common Stock of the Issuer. Capitalized terms used in this Amendment No. 1 but not otherwise defined shall have the respective meanings ascribed to them in the Original 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Original 13D is supplemented and amended, as the case may be, as follows: The response to Item 4 of this Amendment No. 1 is incorporated herein by reference.
Item 4.	Purpose of Transaction
	Item 4 of the Original 13D is supplemented and amended, as the case may be, as follows: On May 14, 2026, the Issuer provided Emerald with a Notice of Mandatory Conversion of Series B Non-Voting Convertible Preferred Stock (the "Mandatory Conversion Notice") effective May 15, 2026 (the "Mandatory Conversion"). In connection with the Mandatory Conversion, 20,813.8186192892 shares of Series B Preferred Stock held by Emerald were converted into 20,813,818 shares of Common Stock. In lieu of fractional shares to which Emerald was entitled, the Company is required to pay Emerald an amount of cash equal to such fraction multiplied by the closing price of a share of Common Stock on the applicable Trading Market (as defined in the Certificate of Designation) on the date of the Mandatory Conversion, in accordance with Section 6.4.6 of the Certificate of Designation. Following the Mandatory Conversion, the Emerald now holds 61,029,978 shares of Common Stock and no shares of Series B Preferred Stock.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Original 13D is hereby amended and restated in its entirety as follows: As of the date hereof, the Reporting Persons may be deemed to beneficially own 61,029,978 shares of Common Stock, representing approximately 30.2% of the shares of Common Stock outstanding. The percentage set forth in Row 13 is based on an aggregate of 203,268,886 shares of Common Stock outstanding, which reflects (a) 160,429,783 shares of Common Stock outstanding as of May 12, 2026, as reported in the Issuer's Quarterly Report on Form 10 Q filed on May 14, 2026, and (b) 42,839,103 shares of Common Stock issued upon the conversion of the Issuer's Series B Preferred Stock on May 15, 2026, as reported in the Issuer's Current Report on Form 8 K filed on May 15, 2026. Following such conversion, the Reporting Persons beneficially owned an aggregate of 61,029,978 shares of Common Stock.
(c)	Item 5(a) of the Original 13D is hereby amended and restated in its entirety as follows: Except as otherwise set forth herein, the Reporting Persons have not effected any transactions in the Common Stock during the past 60 days of each of May 15, 2026 and the date hereof.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Original 13D is hereby amended and restated in its entirety as follows: Exhibit Description Exhibit 99.1 - Purchase Agreement, dated as of December 30, 2024 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on December 31, 2024).* Exhibit 99.2 - Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the SEC on December 31, 2024).* Exhibit 99.3 - Form of Galera Stockholder Support Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on April 14, 2026).* Exhibit 99.4 - Joint Filing Agreement. * Previously filed

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Emerald Bioventures, LLC

Signature:	/s/ Timothy Opler
Name/Title:	Timothy Opler, Managing Member
Date:	05/29/2026

Timothy Opler

Signature:	/s/ Timothy Opler
Name/Title:	Timothy Opler
Date:	05/29/2026