UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
GALERA THERAPEUTICS INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
36338D108
(CUSIP Number)
April 16, 2024
(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(c)
| * | 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).
(Continued on following page(s)
Page 1 of 5 Pages
| CUSIP No. 36338D108 | 13G/A | Page 2 of 5 Pages |
| 1. | NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Yair Schneid |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ☐ (b) ☐ |
| 3. | SEC USE ONLY
|
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
| 5. | SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 10,823,610 Shares (1)(2) | |
| 6. | SHARED VOTING POWER |
| None | |
| 7. | SOLE DISPOSITIVE POWER |
| 10,823,610 Shares (1)(2) | |
| 8. | SHARED DISPOSITIVE POWER |
| None | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 10,823,610 Shares (1)(2) | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
| [ ] | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 19.90% (1)(2) | |
| 12. | TYPE OF REPORTING PERSON |
| IN |
| (1) | Based on 54,392,170 shares outstanding as of March 28, 2024 as reported on Form 10-K for the period ended December 31, 2023 filed with the Securities and Exchange Commission on March 28, 2024. |
| (2) | Does not include 3,178,137 shares of common stock held by Rochel Soffer individually and 2,750,000 shares of common stock held by Alpha Pharma Investments LLC. Rochel Soffer is the spouse of the Reporting Person and is also the sole member of Alpha Pharma Investments LLC. Rochel Soffer has voting and dispositive power of Alpha Pharma Investments LLC and is therefore deemed the beneficial owner of such securities. The Reporting Person disclaims beneficial ownership of all securities owned by Rochel Soffer and Alpha Pharma Investments LLC, except to the extent of their pecuniary interest therein, if any. |
| CUSIP No. 36338D108 | 13G/A | Page 3 of 5 Pages |
| ITEM 1 | (a) NAME OF ISSUER: Galera Therapeutics Inc. |
| ITEM 1 | (b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
45 Liberty Blvd., Suite 230, Malvern, Pennsylvania 19355
| ITEM 2 | (a) NAME OF PERSON FILING: Yair Schneid |
| ITEM 2 | (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
1 Wood Lane, Suffern, NY 10901
| ITEM 2 | (c) CITIZENSHIP: USA |
| ITEM 2 | (d) TITLE OF CLASS OF SECURITIES: Common Shares, $0.001 par value per share |
| ITEM 2 | (e) CUSIP NUMBER: 36338D108 |
| ITEM 3 | IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B): Not applicable |
| ITEM 4 | OWNERSHIP |
(a) AMOUNT BENEFICIALLY OWNED: 10,823,610 Shares (1)(2)
(b) PERCENT OF CLASS: 19.90% (1)(2)
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR DIRECT THE VOTE
10,823,610 Shares (1)(2)
(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE
0 Shares
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
10,823,610 Shares (1)(2)
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
0 Shares
| CUSIP No. 36338D108 | 13G/A | Page 4 of 5 Pages |
| ITEM 5 | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
Not applicable
| ITEM 6 | OWNERSHIP OF MORE THAN FIVE 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
Not applicable
| ITEM 8 | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP |
Not applicable
| ITEM 9 | NOTICE OF DISSOLUTION OF GROUP |
Not applicable
| CUSIP No. 36338D108 | 13G/A | Page 5 of 5 Pages |
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.
| May 15, 2024 | |
| (Date) | |
| /s/ Yair Schneid | |
| (Signature) | |
| Yair Schneid | |
| (Name/Title) |