SEC Form 4 · accession 0001193125-26-335178

Galera Therapeutics, Inc. · GRTX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On 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.
• F2These securities are held by Equity Trust Company, Custodian FBO Michael Friedman Roth IRA.
• F3These 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.
• F4Pursuant 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").
• F5At 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").
• F6At 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.