SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.     )*

 

 

Galera Therapeutics, Inc.

(Name of Issuer)

 

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

36338D108

(CUSIP Number)

November 12, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

Rule 13d-1(b)

 

 

Rule 13d-1(c)

 

 

Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 36338D108    13G    Page 2 of 6 Pages

 

  1.    

  Names of Reporting Persons

 

  Novartis Bioventures Ltd.

  2.    

  Check the Appropriate Box if a Member of a Group (see instructions)

  (a)  ☐        (b)  ☐

 

  3.    

  SEC USE ONLY

 

  4.    

  Citizenship or Place of Organization

 

  Switzerland

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With:

    5.     

  Sole Voting Power

 

  0

  6.     

  Shared Voting Power

 

  3,543,067

  7.     

  Sole Dispositive Power

 

  0

  8.     

  Shared Dispositive Power

 

  3,543,067

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  3,543,067

10.    

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 

  ☐

11.    

  Percent of Class Represented by Amount in Row 9

 

  14.5%*

12.    

  Type of Reporting Person (see instructions)

 

  CO

 

*

This calculation is based on 24,362,099 shares of Common Stock outstanding as of November 12, 2019 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus dated November 6, 2019 filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended (the “1933 Act”).


CUSIP No. 36338D108    13G    Page 3 of 6 Pages

 

  1.    

  Names of Reporting Persons

 

  Novartis AG

  2.    

  Check the Appropriate Box if a Member of a Group (see instructions)

  (a)  ☐        (b)  ☐

 

  3.    

  SEC USE ONLY

 

  4.    

  Citizenship or Place of Organization

 

  Switzerland

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With:

    5.     

  Sole Voting Power

 

  0

  6.     

  Shared Voting Power

 

  3,543,067

  7.     

  Sole Dispositive Power

 

  0

  8.     

  Shared Dispositive Power

 

  3,543,067

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  3,543,067

10.    

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 

  ☐

11.    

  Percent of Class Represented by Amount in Row 9

 

  14.5%*

12.    

  Type of Reporting Person (see instructions)

 

  CO

 

*

This calculation is based on 24,362,099 shares of Common Stock outstanding as of November 12, 2019 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus dated November 6, 2019 filed with the SEC pursuant to Rule 424(b)(4) of the 1933 Act.


Item 1(a).   

Name of Issuer:

 

Galera Therapeutics, Inc.

Item 1(b).   

Address of Issuer’s Principal Executive Offices:

 

2 W Liberty Blvd #100, Malvern, PA 19355

Item 2(a).   

Name of Person Filing:

 

This statement is filed on behalf of the following persons with respect to the shares of Common Stock of the Issuer:

 

(i) Novartis Bioventures Ltd., a Swiss corporation, with respect to shares held by it; and

 

(ii) Novartis AG, a Swiss corporation, as the publicly owned parent of Novartis Bioventures Ltd., with respect to the shares held by Novartis Bioventures Ltd

 

The foregoing persons are hereinafter referred to collectively as the “Reporting Persons.”

Item 2(b).   

Address of Principal Business Office or, if none, Residence:

 

The address of the principal business office of Novartis Bioventures Ltd. and Novartis AG is Lichtstrasse 35, 4056 Basel, Switzerland.

Item 2(c).   

Citizenship:

 

Novartis Bioventures Ltd. is a corporation organized under the laws of Switzerland and is an indirect wholly-owned subsidiary of Novartis AG.

 

Novartis AG is a corporation organized under the laws of Switzerland and is the publicly owned parent of Novartis Bioventures Ltd.

Item 2(d).   

Title of Class of Securities:

 

Common Stock, par value $0.001 per share (“Common Stock”).

Item 2(e).   

CUSIP Number:

 

36338D108.

Item 3.    If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
(a)   

☐   Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)   

☐   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)   

☐   Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);

(d)   

☐   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)   

☐   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)   

☐   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)   

☐   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)   

☐   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)   

☐   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);


(j)   

☐   A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k)   

☐   Group, in accordance with §240.13d–1(b)(1)(ii)(K).

  

If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.

Ownership

 

  (a)

Amount Beneficially Owned:

Novartis Bioventures Ltd. is the record owner of 3,543,067 shares of Common Stock of the Issuer. As the indirect parent of Novartis Bioventures Ltd., Novartis AG may be deemed to beneficially own these securities.

 

  (b)

Percent of Class:

14.5%, based on 24,362,099 shares of Common Stock outstanding as of November 12, 2019 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus dated November 6, 2019 filed with the SEC pursuant to Rule 424(b)(4) of the 1933 Act.

 

  (c)

Number of shares as to which the person has:

 

  (i)

Sole power to vote or to direct the vote:    Not applicable

 

  (ii)

Shared power to vote or to direct the vote: 3,543,067

 

  (iii)

Sole power to dispose or to direct the disposition of: Not applicable

 

  (iv)

Shared power to dispose or to direct the disposition of: 3,543,067

 

Item 5.

Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following  ☐.

 

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable

 

Item 9.

Notice of Dissolution of a Group

Not Applicable


Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 21, 2019    

 

NOVARTIS BIOVENTURES LTD.

/s/ Bart Dzikowski

Name: Bart Dzikowski

Title: Secretary of the Board

/s/ Stephan Sandmeier

Name: Stephan Sandmeier

Title: Authorized Signatory

NOVARTIS AG

/s/ Bart Dzikowski

Name: Bart Dzikowski

Title: Attorney-in-Fact

/s/ Stephan Sandmeier

Name: Stephan Sandmeier

Title: Attorney-in-Fact


INDEX EXHIBIT

SCHEDULE 13G

 

Exhibit Number

  

Exhibit Description

99.1    Evidence of Signature Authority
99.2    Power of Attorney
99.3    Joint Filing Agreement

 

EX-99.1

EXHIBIT 99.1

EVIDENCE OF SIGNATURE AUTHORITY

Excerpt from Commercial Register of Novartis AG

 

           
Identification number      Legal status    Entry    Cancelled        Carried CH-270.3.002.061-2-2    
              from: CH-270.3.002.061-2/a     1    

CHE-103.867.266

 

  

Limited or Corporation

 

  

01.03.1996    

 

       

on:

 

   

All data

In     Ca     Business name   Ref     Legal seat
 1       Novartis AG      Basel
 1         (Novartis SA) (Novartis Inc.)         

 

CHE-103.867.266    Novartis AG   Basel        3    
All data
In   Mo   Ca    Personal Data   Function                   Signature     
1            Rehm, Christian Jakob, von Illanz/Glion, in Muttenz       joint signature at two                     
           
CHE-103.867.266    Novartis AG   Basel        3    
All data
In   Mo   Ca    Personal Data   Function       Signature
1            Roth Pellanda, Katja Nicole, von Basel, in Basel       joint signature at two                
EX-99.2

EXHIBIT 99.2

POWER OF ATTORNEY

We, the undersigned, under the authority granted to each of us to sign jointly on behalf of Novartis AG, hereby grant powers to Bart Dzikowski, Anja Koenig, Stephan Sandmeier, Florian Muellershausen, Beat Steffen, Marc Ceulemans and Florent Gros and constitute and appoint any two of them jointly as our true and lawful attorneys and representatives and to act on our behalf and to sign filings to be made with the U.S. Securities and Exchange Commission (the “SEC”) relating to the shares of Galera Therapeutics, Inc. (the “Company”) held by Novartis Bioventures Ltd., an indirect subsidiary of Novartis AG, as required by the SEC (the “SEC Filings”), and to undertake and carry out all tasks and formalities on our behalf which may be required in connection with giving effect to the SEC Filings.

We, the undersigned, undertake to ratify and confirm whatever our true and lawful attorneys do or purport to do in good faith in the exercise of any power conferred by this Power of Attorney.

We, the undersigned, declare that a person who deals with our true and lawful attorneys in good faith may accept a written statement signed by such attorneys to the effect that this Power of Attorney has not been revoked as conclusive evidence of that fact.

The authority granted by this Power of Attorney shall expire immediately after the SEC Filings are no longer required.

IN WITNESS WHEREOF, this Power of Attorney is duly signed on this 21 day of February 2019.

 

Novartis AG

/s/ K. Roth Pellanda    

Name: Katja Roth Pellanda
Title: Authorized Signatory

/s/ C. Rehm    

Name: Christian Rehm
Title: Authorized Signatory
EX-99.3

EXHIBIT 99.3

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the shares of Common Stock, par value $0.001 per share, of Galera Therapeutics, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other filing party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute one agreement.

In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of November 21, 2019.

 

NOVARTIS BIOVENTURES LTD.

/s/ Bart Dzikowski

Name: Bart Dzikowski
Title: Secretary of the Board

/s/ Stephan Sandmeier

Name: Stephan Sandmeier
Title: Authorized Signatory
NOVARTIS AG

/s/ Bart Dzikowski

Name: Bart Dzikowski
Title: Attorney-in-Fact

/s/ Stephan Sandmeier

Name: Stephan Sandmeier
Title: Attorney-in-Fact