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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Galera Therapeutics, Inc. (Name of Issuer) |
Common stock, par value $0.001 per share (the "Common Stock") (Title of Class of Securities) |
(CUSIP Number) |
Timothy Opler c/o Emerald Bioventures, LLC, 555 Madison Avenue, Suite 11D New York, NY, 10022 650-862-3029 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/15/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Emerald Bioventures, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
61,029,978.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
30.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Timothy Opler | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
61,029,978.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
30.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common stock, par value $0.001 per share (the "Common Stock") | |
| (b) | Name of Issuer:
Galera Therapeutics, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
101 Lindenwood Drive, Suite 225, Malvern,
PENNSYLVANIA
, 19355. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons on April 27, 2026 ("Original 13D"), relating to the Common Stock of the Issuer. Capitalized terms used in this Amendment No. 1 but not otherwise defined shall have the respective meanings ascribed to them in the Original 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original 13D is supplemented and amended, as the case may be, as follows:
The response to Item 4 of this Amendment No. 1 is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original 13D is supplemented and amended, as the case may be, as follows:
On May 14, 2026, the Issuer provided Emerald with a Notice of Mandatory Conversion of Series B Non-Voting Convertible Preferred Stock (the "Mandatory Conversion Notice") effective May 15, 2026 (the "Mandatory Conversion"). In connection with the Mandatory Conversion, 20,813.8186192892 shares of Series B Preferred Stock held by Emerald were converted into 20,813,818 shares of Common Stock. In lieu of fractional shares to which Emerald was entitled, the Company is required to pay Emerald an amount of cash equal to such fraction multiplied by the closing price of a share of Common Stock on the applicable Trading Market (as defined in the Certificate of Designation) on the date of the Mandatory Conversion, in accordance with Section 6.4.6 of the Certificate of Designation.
Following the Mandatory Conversion, the Emerald now holds 61,029,978 shares of Common Stock and no shares of Series B Preferred Stock. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Original 13D is hereby amended and restated in its entirety as follows:
As of the date hereof, the Reporting Persons may be deemed to beneficially own 61,029,978 shares of Common Stock, representing approximately 30.2% of the shares of Common Stock outstanding. The percentage set forth in Row 13 is based on an aggregate of 203,268,886 shares of Common Stock outstanding, which reflects (a) 160,429,783 shares of Common Stock outstanding as of May 12, 2026, as reported in the Issuer's Quarterly Report on Form 10 Q filed on May 14, 2026, and (b) 42,839,103 shares of Common Stock issued upon the conversion of the Issuer's Series B Preferred Stock on May 15, 2026, as reported in the Issuer's Current Report on Form 8 K filed on May 15, 2026. Following such conversion, the Reporting Persons beneficially owned an aggregate of 61,029,978 shares of Common Stock. | |
| (c) | Item 5(a) of the Original 13D is hereby amended and restated in its entirety as follows:
Except as otherwise set forth herein, the Reporting Persons have not effected any transactions in the Common Stock during the past 60 days of each of May 15, 2026 and the date hereof. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Original 13D is hereby amended and restated in its entirety as follows:
Exhibit Description
Exhibit 99.1 - Purchase Agreement, dated as of December 30, 2024 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on December 31, 2024).*
Exhibit 99.2 - Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the SEC on December 31, 2024).*
Exhibit 99.3 - Form of Galera Stockholder Support Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on April 14, 2026).*
Exhibit 99.4 - Joint Filing Agreement.
* Previously filed | ||
| 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.
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Exhibit 99.4
JOINT FILING AGREEMENT
The undersigned hereby agree that they are filing this Amendment No. 1 to Schedule 13D jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Amendment No. 1 to Schedule 13D
and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but neither of them is responsible for the completeness or accuracy of the information concerning the other person making
the filing, unless such person knows or has reason to believe that such information is inaccurate.
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the
undersigned hereby agree to the joint filing with each other on behalf of each of them of such Amendment No. 1 to Schedule 13D with respect to the common stock of Galera Therapeutics, Inc. This Joint Filing Agreement shall be included as an exhibit
to such Amendment No. 1 to Schedule 13D.
EMERALD BIOVENTURES, LLC
By: /s/ Timothy Opler________________
Name: Timothy Opler
Title: Managing Member
By: /s/ Timothy Opler________________
Name: Timothy Opler