Galera Therapeutics, Inc.

NONE --12-31 0001563577 false 0001563577 2026-08-03 2026-08-03 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): August 3, 2026 GALERA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39114 46-1454898 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.001 par value per share GRTX OTCQB Market 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. ☐ Explanatory Note On August 3, 2026 (the “Closing Date”), Galera Therapeutics, Inc., a Delaware corporation (the “Company”), completed the previously announced Mergers (as defined below) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated April 14, 2026, by and among the Company, Obsidian Therapeutics, Inc., a Delaware corporation (“Legacy Obsidian”), Gazelle Parent, Inc., a Delaware corporation (“Legacy Parent”), Onyx MergerSub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Legacy Parent (“Obsidian Merger Sub”), and Gazelle Merger Subsidiary, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Legacy Parent (“Galera Merger Sub”). On the Closing Date, pursuant to the Merger Agreement and on the terms and conditions set forth therein, (a) Obsidian Merger Sub merged with and into Legacy Obsidian, with Legacy Obsidian as the surviving entity (the “Obsidian Merger”), and (b) immediately following the Obsidian Merger, Galera Merger Sub merged with and into the Company, with the Company as the surviving entity (the “Galera Merger,” and together with the Obsidian Merger, the “Mergers”). As a result of the Galera Merger, the Company and Legacy Obsidian each became a wholly owned subsidiary of Obsidian Therapeutics, Inc. (formerly known as Gazelle Parent, Inc.) (“Parent”). All defined terms used in this Current Report on Form 8-K that are not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement. Item 1.01. Entry into a Material Definitive Agreement. On the Closing Date, in connection with the consummation of the Mergers described in Item 2.01 of this Current Report on Form 8-K, Parent and Legacy Obsidian entered into a Contingent Value Rights Agreement (the “CVR Agreement”) with Equiniti Trust Company, LLC (the “Rights Agent”), pursuant to which stockholders of the Company of record as of July 31, 2026 will receive (1) one contingent value right (each, a “CVR”) for each outstanding share of the Company’s shares of common stock, par value $0.001 per share (“Galera Common Stock”) held by such stockholder on such date, representing the right to receive a pro rata portion of 80% of any potential future net proceeds received by Parent or its affiliates from the development, commercialization, licensing, sale or other disposition of the Legacy Product (as defined in the CVR Agreement), or related intellectual property during the five years following the closing, and (2) one CVR for each outstanding share of Galera Common Stock held by such stockholder on such date, representing the right to receive a pro rata portion of 95% of any potential future net proceeds received by Parent or its affiliates from the Supportive-Care Product Divestiture (as defined in the CVR Agreement) during the ten years following the closing. The contingent payments under the CVR Agreement, if they become payable, will become payable to the Rights Agent for subsequent distribution to the holders of the CVRs. There can be no assurance that any holders of CVRs will receive payments with respect thereto. The right to the contingent payments contemplated by the CVR Agreement is a contractual right only and will not be transferable, except in the limited circumstances specified in the CVR Agreement. The CVRs will not be evidenced by a certificate or any other instrument and are not registered with the U.S. Securities and Exchange Commission (the “SEC”). The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in Parent or any of its affiliates. No interest will accrue on any amounts payable in respect of the CVRs. The foregoing description of the CVR Agreement does not purport to be complete and is qualified in its entirety by the full text of the CVR Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in the Explanatory Note of this Current Report on Form 8-K is incorporated herein by reference. Effective at 8:30 a.m. eastern time on August 3, 2026, the parties to the Merger Agreement consummated the Mergers, and effective at 4:39 PM eastern time on July 31, 2026, Parent changed its name from “Gazelle Parent, Inc.” to “Obsidian Therapeutics, Inc.” In accordance with the terms and subject to the conditions of the Merger Agreement: (a) at the Obsidian Effective Time, following the conversion into Legacy Obsidian Common Stock (as defined below) of Legacy Obsidian’s preferred stock, as well as certain outstanding Banc of California warrants, each then-outstanding share of common stock of Legacy Obsidian (the “Legacy Obsidian Common Stock”) (excluding Legacy Obsidian Common Stock held by stockholders who have exercised and perfected appraisal rights for such shares) converted into the right to receive a number of shares of common stock, $0.001 par value per share, of Parent (“Parent Common Stock”) calculated in accordance with the Merger Agreement, in each case, based on an exchange ratio of 0.1383 (the “Obsidian Exchange Ratio”); (b) immediately following the Obsidian Effective Time, at the effective time of the Galera Merger (the “Galera Effective Time”) and following the conversion into Galera Common Stock of the Company’s Series C Preferred Stock issued in connection with the Concurrent PIPE Financing, each then-outstanding share of Galera Common Stock (excluding any shares of Galera Common Stock held by stockholders who have exercised and perfected appraisal rights for such shares) converted into the right to receive a number of shares of the Parent Common Stock calculated in accordance with the Merger Agreement, in each case, based on an exchange ratio of 0.7019 (the “Galera Exchange Ratio”). Each then-outstanding option to purchase shares of Galera Common Stock with a per