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Filing Details

Accession Number:: 0000905148-25-000010
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-01-02 16:12:36
Reporting Period:: 2024-12-30

Accepted Time:: 2025-01-02 16:12:36
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1563577	Galera Therapeutics Inc.	GRTX	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1135041	T Nancy Chang	C/O Galera Therapeutics, Inc. 45 Liberty Blvd #230 Malvern PA 19355		No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2024-12-30	7,644,932	$0.07	7,644,932	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series B Preferred Stock	Acquisiton	2024-12-30	1,842	$0.00	1,841,920	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,842			No	4	A	Direct

Footnotes

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.
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.