Obsidian Therapeutics, Inc. (OBX) SEC Filings

Obsidian Therapeutics, Inc. filed an amendment to provide full historical and pro forma financials reflecting its merger with Galera Therapeutics and related financing. The operating company, Obsidian Therapeutics Sub, Inc., is a clinical‑stage cell therapy developer focused on OBX‑115, a TIL product in Phase 2 for advanced melanoma and Phase 1 for NSCLC.

For the six months ended June 30, 2026, Obsidian Sub reported a net loss of $45.5 million on research and development expenses of $37.3 million and general and administrative expenses of $9.1 million. Cash, cash equivalents and marketable securities were $34.4 million as of June 30, 2026, down from $80.5 million at year‑end 2025, reflecting heavy operating cash use.

On July 31, 2026, immediately before the merger closing, a Concurrent PIPE Financing raised gross proceeds of $350.0 million, and the combined company now expects its cash resources to fund operations into the second half of 2028, alleviating prior substantial doubt about going concern. Pro forma, approximately 61.8 million shares of Parent common stock are outstanding, with legacy Obsidian holders owning about 51.5%, PIPE investors 47.2% and legacy Galera holders 1.3%.

Obsidian Therapeutics, Inc. is a Delaware-based, clinical-stage biopharmaceutical company developing engineered tumor infiltrating lymphocyte cell therapies for solid tumors. A corporate reorganization created Gazelle Parent, Inc. on April 10, 2026, which later completed merger transactions with Obsidian and Galera Therapeutics, Inc. under an Agreement and Plan of Merger effective August 3, 2026.

In connection with these mergers, qualified institutional and accredited investors agreed to a $350.0 million Concurrent PIPE Financing in Legacy Galera Series C Non-Voting Convertible Preferred Stock, alongside a registration rights agreement for resale of resulting common shares. Legacy Galera stockholders also received contingent value rights tied to 80% of potential future net proceeds from a Legacy Product for five years and 95% from a Supportive-Care Product divestiture for ten years. As of August 10, 2026, Obsidian had 61,772,876 shares of common stock outstanding, and management reported effective disclosure controls with no material changes in internal control over financial reporting.

Deep Track Capital, LP and affiliates report beneficial ownership of Obsidian Therapeutics common stock. Deep Track Capital, LP and David Kroin each beneficially own 3,315,605 shares, representing 5.37% of the common stock, with shared voting and dispositive power over these shares.

Deep Track Biotechnology Master Fund, Ltd. holds 3,122,864 shares (part of the same 5.37% block), and Deep Track Special Opportunities Fund, LP holds 192,741 shares, or 0.31% of the class. Percentages are based on 61,727,211 shares outstanding as of August 3, 2026. David Kroin is identified as a control person for Deep Track Capital, LP.

Obsidian Therapeutics, Inc. has a significant shareholder group composed of multiple Atlas Venture investment funds and related entities. These reporting persons collectively beneficially own 4,503,149 shares of Obsidian’s common stock, representing 7.3% of the outstanding shares.

Atlas Venture Fund X, L.P. and its related entities report beneficial ownership of 2,642,587 shares, or 4.3% of the common stock. Three Atlas Venture Opportunity Funds and their associated general partners and LLCs report additional stakes of 1.7%, 0.9%, and 0.3%, respectively. The reporting persons share voting and dispositive power over their respective blocks and state that they may be deemed a group but expressly disclaim group status.

Obsidian Therapeutics, Inc. received a Schedule 13G from RA Capital Management, L.P. and related entities reporting a beneficial ownership of 5,957,103 shares of common stock. This represents 9.7% of Obsidian’s 61,727,211 shares outstanding as of August 3, 2026.

The reported position is held across several RA Capital-advised funds: 4,951,187 shares are directly held by RA Capital Healthcare Fund, L.P., 849,673 shares by RA Capital Nexus Fund II, L.P., and 156,243 shares by RA Capital Nexus Fund IV, L.P. RA Capital has been delegated sole voting and dispositive power over these shares, while the individual funds and managers, including Peter Kolchinsky and Rajeev Shah, disclaim beneficial ownership except for Section 13(d) reporting purposes.

Novo Holdings A/S, a Danish life sciences investment firm wholly owned by Novo Nordisk Foundation, reports a significant position in Obsidian Therapeutics, Inc. common stock. Novo Holdings beneficially owns 3,123,992 shares of Obsidian common stock, representing 5.1% of the outstanding class.

Novo Holdings has sole voting and sole dispositive power over all 3,123,992 shares and no shared voting or dispositive power. The Novo Nordisk Foundation, despite owning Novo Holdings, is stated as not deemed to have beneficial ownership of these Obsidian securities under the disclosed governance structure.

Obsidian Therapeutics, Inc. granted Chief Executive Officer Madan Jagasia a stock option covering 37,653 shares of common stock on August 3, 2026. The option has an exercise price of $12.00 per share and expires on August 2, 2036. The underlying 37,653 shares vest and become exercisable upon the earlier of the one-year anniversary of the grant date or the company’s next annual meeting of stockholders following the grant date, subject to Dr. Jagasia’s continued service.

Barrett Peter reported acquisition or exercise transactions in this Form 4 filing.

Obsidian Therapeutics, Inc. director Peter Barrett received a grant of stock options for 37,653 shares of common stock, exercisable at $12.00 per share. These options expire on August 2, 2036 and represent his entire reported derivative holding after the grant. The options vest and become exercisable upon the earlier of the one-year anniversary of the grant date or the company’s next annual meeting of stockholders, conditioned on his continued service.