GRTXD · Galera Therapeutics, Inc.
Substantial doubt about the company's ability to continue as a going concern.
“As a result of these conditions, it expects its existing cash and cash equivalents as of March 31, 2026 will not enable the Company to fund its operating expenses and capital expenditure requirements for more than one year after the date these consolidated financial statements are issued, and therefore management has concluded that substantial doubt exists about the Company's ability to continue as a going concern.”View the 10-Q filed May 14, 2026
Trades by corporate insiders — officers, directors and holders of more than 10% of the shares — disclosed to the SEC on Forms 3, 4 and 5. Form 4 must be filed within two business days of the trade.
| Date | Insider | Role | Type | Security | Shares |
|---|---|---|---|---|---|
| 2026-08-03 | FRIEDMAN MICHAEL R. |
Director |
Other↓
Filing footnotes — Common Stock (Indirect)
These numbers have been adjusted to reflect the 1-for-200 reverse stock split (the "Reverse Stock Split") Galera Therapeutics, Inc. ("Galera") effected on July 12, 2026. 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 (the "Obsidian Merger" and, together with the Galera Merger, the "Mergers"). 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"). These securities are held by Equity Trust Company, Custodian FBO Michael Friedman Roth IRA. |
Common Stock
(I)
|
41,631 |
| 2026-08-03 | CHANG NANCY T |
Director, 10% Owner |
Other↓
Filing footnotes — Stock Option (Right to Buy) (Direct)
These numbers have been adjusted to reflect the 1-for-200 reverse stock split Galera effected on July 12, 2026. 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. 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. |
Stock Option (Right to Buy)
|
480 |
| 2026-08-03 | CHANG NANCY T |
Director, 10% Owner |
Other↓
Filing footnotes — Common Stock (Direct)
These numbers have been adjusted to reflect the 1-for-200 reverse stock split Galera effected on July 12, 2026. 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. 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"). |
Common Stock
|
47,434 |
| 2026-08-03 | Alleva Lawrence M |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
These numbers have been adjusted to reflect the 1-for-200 reverse stock split Galera Therapeutics, Inc. ("Galera") effected on July 12, 2026. 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 (together with the Galera Merger, the "Mergers"). 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"). |
Common Stock
|
11 |
| 2026-08-03 | FRIEDMAN MICHAEL R. |
Director |
Other↓
Filing footnotes — Stock Option (Right to Buy) (Direct)
These numbers have been adjusted to reflect the 1-for-200 reverse stock split (the "Reverse Stock Split") Galera Therapeutics, Inc. ("Galera") effected on July 12, 2026. 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 (the "Obsidian Merger" and, together with the Galera Merger, the "Mergers"). 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. |
Stock Option (Right to Buy)
|
480 |
| 2026-08-03 | Sorensen Mel |
Director, President and CEO |
Other↓
Filing footnotes — Stock Option (Right to Buy) (Direct)
These numbers have been adjusted to reflect the 1-for-200 reverse stock split Galera Therapeutics, Inc. ("Galera") effected on July 12, 2026. 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 (together with the Galera Merger, the "Mergers"). 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. |
Stock Option (Right to Buy)
|
30,000 |
| 2026-08-03 | Alleva Lawrence M |
Director |
Other↓
Filing footnotes — Common Stock (Indirect)
These numbers have been adjusted to reflect the 1-for-200 reverse stock split Galera Therapeutics, Inc. ("Galera") effected on July 12, 2026. 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 (together with the Galera Merger, the "Mergers"). 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"). |
Common Stock
(I)
|
40 |
| 2026-08-03 | LOKAY KEVIN G |
Director |
Other↓
Filing footnotes — Stock Option (Right to Buy) (Direct)
These numbers have been adjusted to reflect the 1-for-200 reverse stock split Galera Therapeutics, Inc. ("Galera") effected on July 12, 2026. 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 (together with the Galera Merger, the "Mergers"). At the effective time of the Galera Merger (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 (as defined in Footnote 4) (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. At 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"). |
Stock Option (Right to Buy)
|
240 |
| 2026-08-03 | Alleva Lawrence M |
Director |
Other↓
Filing footnotes — Stock Option (Right to Buy) (Direct)
These numbers have been adjusted to reflect the 1-for-200 reverse stock split Galera Therapeutics, Inc. ("Galera") effected on July 12, 2026. 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 (together with the Galera Merger, the "Mergers"). 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. |
Stock Option (Right to Buy)
|
240 |
| 2026-08-03 | Sorensen Mel |
Director, President and CEO |
Other↓
Filing footnotes — Common Stock (Direct)
These numbers have been adjusted to reflect the 1-for-200 reverse stock split Galera Therapeutics, Inc. ("Galera") effected on July 12, 2026. 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 (together with the Galera Merger, the "Mergers"). 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"). |
Common Stock
|
975 |
| 2026-08-03 | Sussman Joel F. |
Chief Accounting Officer |
Other↓
Filing footnotes — Stock Option (Right to Buy) (Direct)
These numbers have been adjusted to reflect the 1-for-200 reverse stock split Galera Therapeutics, Inc. ("Galera") effected on July 12, 2026. 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 (together with the Galera Merger, the "Mergers"). At the effective time of the Galera Merger (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 (as defined in Footnote 4) (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. At 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"). |
Stock Option (Right to Buy)
|
10,000 |
| 2026-05-15 | CHANG NANCY T |
Director, 10% Owner |
Other↑
Filing footnotes — Common Stock (Direct)
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. |
Common Stock
|
661,309 |
| 2026-05-15 | CHANG NANCY T |
Director, 10% Owner |
Other↓
Filing footnotes — Series B Preferred Stock (Direct)
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. |
Series B Preferred Stock
|
661 |
| 2026-05-15 | FRIEDMAN MICHAEL R. |
Director |
Other↑
Filing footnotes — Common Stock (Indirect)
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. These securities are held by Equity Trust Company, Custodian FBO Michael Friedman Roth IRA. |
Common Stock
(I)
|
2,989,399 |
| 2026-05-15 | FRIEDMAN MICHAEL R. |
Director |
Other↓
Filing footnotes — Series B Preferred Stock (Indirect)
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. These securities are held by Equity Trust Company, Custodian FBO Michael Friedman Roth IRA. |
Series B Preferred Stock
(I)
|
2,989 |
| 2026-05-15 | Emerald Bioventures, LLC |
10% Owner |
Other↓
Filing footnotes — Series B Preferred Stock (Direct)
Represents 20,813.8186192892 shares of the Issuer's Series B Non Voting Convertible Preferred Stock (the "Series B Preferred Stock"). On May 15, 2026, the Issuer converted all outstanding Series B Preferred Stock into a number of shares of the Issuer's Common Stock ("Common Stock") calculated based on the Conversion Ratio (defined as 1,000 shares of Common Stock issuable upon the conversion of each share of Series B Preferred Stock), pursuant to and in accordance with the Certificate of Designation. The shares of Series B Preferred Stock have no expiration date. Pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series B Non-Voting Convertible Preferred Stock, as amended ("Certificate of Designation"), no fractional shares were issued upon conversion. In lieu of fractional shares, the Issuer will pay Emerald Bioventures, LLC ("Emerald") an amount in cash equal to the trading value of such fractional shares as of the close of business on the date of the conversion in accordance with the Certificate of Designation. This Form 4 is jointly filed by and on behalf of each of Emerald and Timothy Opler. Emerald is the record and direct beneficial owner of the securities reported herein. Mr. Opler is the managing member of Emerald and may be deemed to beneficially own securities owned by Emerald. |
Series B Preferred Stock
|
20,813 |
| 2026-05-15 | Emerald Bioventures, LLC |
10% Owner |
Other↑
Filing footnotes — Common Stock (Direct)
Pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series B Non-Voting Convertible Preferred Stock, as amended ("Certificate of Designation"), no fractional shares were issued upon conversion. In lieu of fractional shares, the Issuer will pay Emerald Bioventures, LLC ("Emerald") an amount in cash equal to the trading value of such fractional shares as of the close of business on the date of the conversion in accordance with the Certificate of Designation. Represents 20,813.8186192892 shares of the Issuer's Series B Non Voting Convertible Preferred Stock (the "Series B Preferred Stock"). On May 15, 2026, the Issuer converted all outstanding Series B Preferred Stock into a number of shares of the Issuer's Common Stock ("Common Stock") calculated based on the Conversion Ratio (defined as 1,000 shares of Common Stock issuable upon the conversion of each share of Series B Preferred Stock), pursuant to and in accordance with the Certificate of Designation. The shares of Series B Preferred Stock have no expiration date. This Form 4 is jointly filed by and on behalf of each of Emerald and Timothy Opler. Emerald is the record and direct beneficial owner of the securities reported herein. Mr. Opler is the managing member of Emerald and may be deemed to beneficially own securities owned by Emerald. |
Common Stock
|
20,813,818 |
| 2026-04-07 | FRIEDMAN MICHAEL R. |
Director |
Other↑
Filing footnotes — Common Stock (Indirect)
On February 12, 2026, the Issuer 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 the Issuer's board of directors, the Issuer 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 Common Stock calculated based on the Conversion Ratio (defined as 1,000 shares of Common Stock issuable upon the conversion of each share of Series B Preferred Stock) (a "Mandatory Conversion"). On April 7, 2026, the Issuer effected a partial 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 have no expiration date. These securities are held by Equity Trust Company, Custodian FBO Michael Friedman Roth IRA. |
Common Stock
(I)
|
5,336,870 |
| 2026-04-07 | FRIEDMAN MICHAEL R. |
Director |
Other↓
Filing footnotes — Series B Preferred Stock (Indirect)
On February 12, 2026, the Issuer 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 the Issuer's board of directors, the Issuer 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 Common Stock calculated based on the Conversion Ratio (defined as 1,000 shares of Common Stock issuable upon the conversion of each share of Series B Preferred Stock) (a "Mandatory Conversion"). On April 7, 2026, the Issuer effected a partial 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 have no expiration date. These securities are held by Equity Trust Company, Custodian FBO Michael Friedman Roth IRA. |
Series B Preferred Stock
(I)
|
5,336 |
| 2026-04-07 | CHANG NANCY T |
Director, 10% Owner |
Other↑
Filing footnotes — Common Stock (Direct)
On February 12, 2026, the Issuer 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 the Issuer's board of directors, the Issuer 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 Common Stock calculated based on the Conversion Ratio (defined as 1,000 shares of Common Stock issuable upon the conversion of each share of Series B Preferred Stock) (a "Mandatory Conversion"). On April 7, 2026, the Issuer effected a partial 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 have no expiration date. |
Common Stock
|
1,180,611 |
| 2026-04-07 | CHANG NANCY T |
Director, 10% Owner |
Other↓
Filing footnotes — Series B Preferred Stock (Direct)
On February 12, 2026, the Issuer 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 the Issuer's board of directors, the Issuer 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 Common Stock calculated based on the Conversion Ratio (defined as 1,000 shares of Common Stock issuable upon the conversion of each share of Series B Preferred Stock) (a "Mandatory Conversion"). On April 7, 2026, the Issuer effected a partial 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 have no expiration date. |
Series B Preferred Stock
|
1,180 |
| 2025-11-20 | Sorensen Mel |
Director, President and CEO |
Sell↓
Filing footnotes — Common Stock (Direct)
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.02 to $0.0201, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
Common Stock
|
70,000 |
| 2025-05-01 | Sussman Joel F. |
Chief Accounting Officer |
Award↑
Filing footnotes — Stock Option (Right to Buy) (Direct)
The option vests and becomes exercisable in 48 substantially equal monthly installments with the first installment vesting on June 1, 2025. |
Stock Option (Right to Buy)
|
2,000,000 |
| 2025-05-01 | Sorensen Mel |
Director, President and CEO |
Award↑
Filing footnotes — Stock Option (Right to Buy) (Direct)
The option vests and becomes exercisable in 48 substantially equal monthly installments with the first installment vesting on June 1, 2025. |
Stock Option (Right to Buy)
|
6,000,000 |
| 2025-02-24 | FRIEDMAN MICHAEL R. |
Director |
Award↑
Filing footnotes — Stock Option (Right to Buy) (Direct)
This option shall vest and become exercisable in 36 substantially equal monthly installments measured from December 30, 2024, with the first installment having vested on January 30, 2025, subject to the Reporting Person's continuing service on the Board as a Non-Employee Director through each vesting date. |
Stock Option (Right to Buy)
|
96,000 |
| 2025-02-24 | Alleva Lawrence M |
Director |
Award↑
Filing footnotes — Stock Option (Right to Buy) (Direct)
This option shall vest and become exercisable on the earlier of February 24, 2026 or the day immediately prior to the date of the Issuer's next annual meeting of stockholders occurring after the date of grant, subject to the Reporting Person continuing in service on the Board as a Non-Employee Director through such vesting date. |
Stock Option (Right to Buy)
|
48,000 |
| 2025-02-24 | LOKAY KEVIN G |
Director |
Award↑
Filing footnotes — Stock Option (Right to Buy) (Direct)
This option shall vest and become exercisable on the earlier of February 24, 2026 or the day immediately prior to the date of the Issuer's next annual meeting of stockholders occurring after the date of grant, subject to the Reporting Person continuing in service on the Board as a Non-Employee Director through such vesting date. |
Stock Option (Right to Buy)
|
48,000 |
| 2025-02-24 | CHANG NANCY T |
Director, 10% Owner |
Award↑
Filing footnotes — Stock Option (Right to Buy) (Direct)
This option shall vest and become exercisable in 36 substantially equal monthly installments measured from December 30, 2024, with the first installment having vested on January 30, 2025, subject to the Reporting Person's continuing service on the Board as a Non-Employee Director through each vesting date. |
Stock Option (Right to Buy)
|
96,000 |
| 2024-12-30 | FRIEDMAN MICHAEL R. |
Director |
Award↑
Filing footnotes — Series B Preferred Stock (Indirect)
No earlier than twelve months following the Closing, but no later than eighteen months following the Closing, the Issuer will submit to its stockholders for their consideration the approval of the conversion of the Series B Preferred Stock into shares of Common Stock (the "Conversion Proposal"). Following stockholder approval of the Conversion Proposal, each share of Series B Preferred Stock will be convertible into 1,000 shares of Common Stock at any time at the option of the holder thereof, subject to certain limitations. These shares of Series B Preferred Stock have no expiration date. Pursuant to the Agreement and Plan of Merger, dated December 30, 2024 (the "Merger Agreement") by and among Galera Therapeutics, Inc., a Delaware corporation (the "Issuer"), Grape Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer ("First Merger Sub"), Grape Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer ("Second Merger Sub"), and Nova Pharmaceuticals, Inc., a Delaware corporation ("Nova"), on December 30, 2024 (the "Closing"), the Issuer acquired Nova. In accordance with the Merger Agreement, First Merger Sub merged with and into Nova (the "First Merger"), with Nova surviving as a wholly owned subsidiary of the Issuer. Following the First Merger and as part of the same overall transaction as the First Merger, Nova will merge with and into Second Merger Sub (the "Second Merger" and, together with the First Merger, the "Merger"), with Second Merger Sub being the surviving entity of the Second Merger. At the Closing, the Reporting Person acquired these shares of Series B Non-Voting Convertible Preferred Stock ("Series B Preferred Stock") in exchange for shares of Common Stock of Nova held immediately prior to the Closing, which were automatically converted into a number of shares of Series B Preferred Stock at an exchange ratio of 177.9117. These securities are held by Equity Trust Company, Custodian FBO Michael Friedman Roth IRA. |
Series B Preferred Stock
(I)
|
8,326 |
| 2024-12-30 | CHANG NANCY T |
Director, 10% Owner |
Buy↑
|
Common Stock
|
7,644,932 |
| 2024-12-30 | CHANG NANCY T |
Director, 10% Owner |
Other↑
|
No Securities Owned
|
0 |
| 2024-12-30 | FRIEDMAN MICHAEL R. |
Director |
Other↑
|
No Securities Owned
|
0 |
| 2024-12-30 | CHANG NANCY T |
Director, 10% Owner |
Award↑
Filing footnotes — Series B Preferred Stock (Direct)
No earlier than twelve months following the Closing, but no later than eighteen months following the Closing, the Issuer will submit to its stockholders for their consideration the approval of the conversion of the Series B Preferred Stock into shares of Common Stock (the "Conversion Proposal"). Following stockholder approval of the Conversion Proposal, each share of Series B Preferred Stock will be convertible into 1,000 shares of Common Stock at any time at the option of the holder thereof, subject to certain limitations. These shares of Series B Preferred Stock have no expiration date. Pursuant to the Agreement and Plan of Merger, dated December 30, 2024 (the "Merger Agreement") by and among Galera Therapeutics, Inc., a Delaware corporation (the "Issuer"), Grape Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer ("First Merger Sub"), Grape Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer ("Second Merger Sub"), and Nova Pharmaceuticals, Inc., a Delaware corporation ("Nova"), on December 30, 2024 (the "Closing"), the Issuer acquired Nova. In accordance with the Merger Agreement, First Merger Sub merged with and into Nova (the "First Merger"), with Nova surviving as a wholly owned subsidiary of the Issuer. Following the First Merger and as part of the same overall transaction as the First Merger, Nova will merge with and into Second Merger Sub (the "Second Merger" and, together with the First Merger, the "Merger"), with Second Merger Sub being the surviving entity of the Second Merger. At the Closing, the Reporting Person acquired these shares of Series B Non-Voting Convertible Preferred Stock ("Series B Preferred Stock") in exchange for shares of Common Stock of Nova held immediately prior to the Closing, which were automatically converted into a number of shares of Series B Preferred Stock at an exchange ratio of 177.9117. |
Series B Preferred Stock
|
1,841 |
| 2024-08-16 | Sorensen Mel |
Director, President and CEO |
Sell↓
|
Common Stock
|
67,015 |
| 2024-04-19 | Schneid Yair |
10% Owner |
Buy↑
|
Common Stock
|
99,371 |
| 2024-04-19 | Schneid Yair |
10% Owner |
Buy↑
|
Common Stock
|
215 |
| 2024-04-19 | Schneid Yair |
10% Owner |
Buy↑
|
Common Stock
|
314 |
| 2024-04-19 | Schneid Yair |
10% Owner |
Buy↑
|
Common Stock
|
100 |
| 2024-04-18 | Schneid Yair |
10% Owner |
Buy↑
|
Common Stock
|
74,202 |
| 2024-04-18 | Schneid Yair |
10% Owner |
Buy↑
|
Common Stock
|
4,245 |
| 2024-04-18 | Schneid Yair |
10% Owner |
Buy↑
|
Common Stock
|
4,342 |
| 2024-04-18 | Schneid Yair |
10% Owner |
Buy↑
|
Common Stock
|
247,600 |
| 2024-04-18 | Schneid Yair |
10% Owner |
Buy↑
|
Common Stock
|
100,000 |
| 2024-04-18 | Schneid Yair |
10% Owner |
Buy↑
|
Common Stock
|
17,211 |
| 2024-04-18 | Schneid Yair |
10% Owner |
Buy↑
|
Common Stock
|
100,000 |
| 2024-04-17 | Schneid Yair |
10% Owner |
Buy↑
|
Common Stock
|
243,100 |
| 2024-04-17 | Schneid Yair |
10% Owner |
Buy↑
|
Common Stock
|
241,028 |
| 2024-04-17 | Schneid Yair |
10% Owner |
Buy↑
|
Common Stock
|
453,988 |
| 2024-04-17 | Schneid Yair |
10% Owner |
Buy↑
|
Common Stock
|
50,000 |
| 2024-04-17 | Schneid Yair |
10% Owner |
Buy↑
|
Common Stock
|
100,000 |