M&A: Galera Therapeutics, Inc.

Form Type: 8-K

Filing Date: 2024-12-31

Corporate Action: Merger

Type: New

Accession Number: 000119312524287073

Comments: On December 30, 2024, Galera Therapeutics, Inc. acquired Nova Pharmaceuticals, Inc. in accordance with the terms of a Merger Agreement. The acquisition involved two mergers: the first where Galera's wholly owned subsidiary, First Merger Sub, merged into Nova with Nova as the surviving corporation, and the second where Nova merged into Second Merger Sub, creating a combined entity under Galera. At the closing of the merger, no shares of Galera common stock were issued to the securityholders of Nova, but 119,318.285 shares of Series B Non-Voting Convertible Preferred Stock were issued, convertible into common stock subject to conditions. A lock-up period for common stock sale is imposed for 90 days following the merger. The merger is intended to qualify as a “reorganization” for tax purposes. Further approvals concerning the conversion of Series B Preferred Stock and corporate amendments will be sought from stockholders within eighteen months. The Merger Agreement includes standard representations and warranties between the parties and is meant to provide relevant information whilst acknowledging limitations on what it represents about Galera or Nova’s operations. Concurrently, Galera entered into multiple agreements, including stockholder support agreements and lock-up agreements with key stakeholders, ensuring those shares will not be sold post-merger for the designated lock-up period. Additionally, Galera completed a Securities Purchase Agreement with the Investors, selling shares and pre-funded warrants totaling $2,885,000.

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