8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 12, 2026

GALERA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

101 Lindenwood Drive, Suite 225

Malvern, PA 19355

(Address of principal executive offices) (Zip Code)

(610) 725-1500

(Registrant’s telephone number, include area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On February 12, 2026, Galera Therapeutics, Inc. (the “Company”) 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 “Certificate of Designation”) with the Secretary of State of Delaware. The Amendment provides that, in the sole discretion of the Company’s board of directors (the “Board”), the Company may elect to convert, in whole or in part, outstanding shares of Series B Non-Voting Preferred Stock into a number of shares of Common Stock calculated based on the Conversion Ratio (as defined in the Certificate of Designation). The Amendment was approved by the Board and by unanimous written consent of the holders of the Company’s Series B Non-Voting Preferred Stock.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-3.1

Exhibit 3.1

GALERA THERAPEUTICS, INC.

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

OF

SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK

Galera Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State Delaware (as amended, the “DGCL”), hereby certifies as follows:

1. The Corporation’s Certificate of Designation of Preferences, Rights, and Limitations of Series B Non-Voting Convertible Preferred Stock (the “Certificate of Designation”) was filed with the Secretary of State of the State of Delaware on December 30, 2024.

2. Pursuant to the provisions of Sections 151 and 242 of the DGCL and the authority vested in the board of directors of the Corporation (the “Board”) by the Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 12, 2019 (the “Restated Certificate”), the Board has duly adopted resolutions providing for the amendment of the Certificate of Designation as provided for hereunder.

3. Pursuant to a resolution of the Board, this Certificate of Amendment was submitted to the holders of the Series B Non-Voting Convertible Preferred Stock of the Corporation for their consent in accordance with the Certificate of Designation, and was duly adopted.

4. This Certificate of Amendment hereby amends the Certificate of Designation by inserting a new Section 6.6 that reads as follows:

“6.6 Mandatory Conversion. At any time, in the sole discretion of the Board of Directors, the Corporation may elect to convert, in whole or in part, outstanding shares of Series B Non-Voting Preferred Stock into a number of shares of Common Stock calculated based on the Conversion Ratio (a “Mandatory Conversion”). The Corporation shall effect any Mandatory Conversion by delivering to each Holder a written notice (a “Mandatory Conversion Notice”) at least one (1) Trading Day prior to the date specified therein for such conversion (the “Mandatory Conversion Date”), which Mandatory Conversion Notice shall (a) state that the Corporation is exercising its right to effect a Mandatory Conversion pursuant to this Section 6.6, (b) specify the Mandatory Conversion Date, and (c) set forth the number of shares of Series B Non-Voting Preferred Stock to be converted and the number of shares of Common Stock to result from such conversion on the Mandatory Conversion Date. Except as expressly provided in this Section 6.6, the mechanics and timing for the issuance and delivery of the shares of Common Stock issuable upon a Mandatory Conversion shall be as set forth in Section 6.4, mutatis mutandis, as if the Holder had delivered a Notice of Conversion on the Mandatory Conversion Date. The provisions of Section 6.3, including the Beneficial Ownership Limitation, shall not apply to any Mandatory Conversion pursuant to this Section 6.6.

* * * * * * *

IN WITNESS WHEREOF, the Corporation has executed this Certificate of Amendment to Certificate of Designation as of February 12, 2026.