UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
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 6 Pages
| CUSIP No. 36338D108 | 13G | Page 2 of 6 Pages |
| 1. | NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alpha Pharma Investments LLC |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ☐ (b) ☒ |
| 3. | SEC USE ONLY
|
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| 5. | SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 0 | |
| 6. | SHARED VOTING POWER |
| 5,928,137 Shares (1) (2) (3) | |
| 7. | SOLE DISPOSITIVE POWER |
| 0 | |
| 8. | SHARED DISPOSITIVE POWER |
| 5,928,137 Shares (1) (2) (3) | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 5,928,137 Shares (1) (2)(3) | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
| [ ] | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 10.899% (1)(2)(3) | |
| 12. | TYPE OF REPORTING PERSON |
| CO |
| (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) | Includes 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 sole member of Alpha Pharma Investments LLC, has voting and dispositive power of Alpha Pharma Investments LLC and is therefore deemed the beneficial owner of such securities. |
| (3) | The Reporting Person disclaims beneficial ownership of all securities owned by Yair Schneid, the spouse of Rochel Soffer, except to the extent of her pecuniary interest therein, if any. |
| CUSIP No. 36338D108 | 13G | Page 3 of 6 Pages |
| 1. | NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rochel Soffer |
| 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 |
| 0 | |
| 6. | SHARED VOTING POWER |
| 5,928,137 Shares (1) (2)(3) | |
| 7. | SOLE DISPOSITIVE POWER |
| 0 | |
| 8. | SHARED DISPOSITIVE POWER |
| 5,928,137 Shares (1) (2)(3) | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 5,928,137 Shares (1) (2)(3) | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
| [ ] | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 10.899% (1)(2)(3) | |
| 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) | Includes 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 sole member of Alpha Pharma Investments LLC, has voting and dispositive power of Alpha Pharma Investments LLC and is therefore deemed the beneficial owner of such securities. |
| (3) | The Reporting Person disclaims beneficial ownership of all securities owned by Yair Schneid, the spouse of Rochel Soffer, except to the extent of her pecuniary interest therein, if any. |
| CUSIP No. 36338D108 | 13G | Page 4 of 6 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:
The statement is filed on behalf of Rochel Soffer and Alpha Pharma Investments LLC (collectively, the “Reporting Persons”). Rochel Soffer is the sole member of Alpha Pharma Investments LLC, has voting and dispositive power of Alpha Pharma Investments LLC and is therefore deemed the beneficial owner of such securities. The Reporting Persons disclaim beneficial ownership of all securities owned by Yair Schneid, the spouse of Rochel Soffer, except to the extent of their pecuniary interest therein, if any.
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
9559 Collins Avenue, #1009S, Miami, FL 33154
ITEM 2 (c) CITIZENSHIP:
Rochel Soffer is a citizen of the United States. Alpha Pharma LLC is organized in the State of Delaware.
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
The information required by Items 4(a) – (c) is set forth in rows (5) – (11) of the cover page for each of the Reporting Persons hereto, including footnotes, and is incorporated herein by reference for the Reporting Persons. The percentage set forth in Row (11) of the cover page for each of the Reporting Persons is based on a total of 54,392,170 shares of Common Stock outstanding of the Issuer as of March 28, 2024. The information set forth in Rows (5) – (11) of the cover page for each of the Reporting Persons hereto is made as of April 16, 2024.
| CUSIP No. 36338D108 | 13G | Page 5 of 6 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 | Page 6 of 6 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) | ||
| ALPHA PHARMA INVESTMENTS LLC | ||
| By: | /s/ Rochel Soffer, Sole Member | |
| ROCHEL SOFFER | ||
| By: | /s/ Rochel Soffer | |
| CUSIP No. 36338D108 | 13G | Exhibit 1 |
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 certain shares of Common Stock of Galera Therapeutics Inc. 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, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on May 15, 2024.
| ALPHA PHARMA INVESTMENTS LLC | ||
| By: | /s/ Rochel Soffer, Sole Member | |
| ROCHEL SOFFER | ||
| By: | /s/ Rochel Soffer | |