M&A - Galera Therapeutics, Inc.

Form Type: 10-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025047798

Filing Summary: Galera Therapeutics, Inc. is a biopharmaceutical company focused on developing treatments for severe oral mucositis (SOM) caused by radiotherapy in cancer patients. The company has faced significant operational challenges and financial losses since its inception and has halted clinical development for some of its product candidates. As of 2023, Galera encountered hurdles when the FDA required a second Phase 3 clinical trial to support a New Drug Application (NDA) for avasopasem, leading to a strategic pivot. In December 2024, the company completed the acquisition of Nova Pharmaceuticals, Inc., which positions Galera to explore new product candidates targeted at advanced breast cancer. Despite the acquisition, the company struggled with a lack of resources and limited operational capacity, prompting the exploration of additional strategic alternatives. As of March 2025, the firm had 75,462,390 shares of common stock outstanding, reflecting ongoing challenges but a shift in strategic direction towards oncology.

Form Type: 8-K/A

Filing Date: 2025-03-24

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525060802

Filing Summary: On December 30, 2024, Galera Therapeutics, Inc. completed its acquisition of Nova Pharmaceuticals, Inc. The acquisition was carried out in accordance with the terms outlined in the Agreement and Plan of Merger dated the same day. The SEC granted Galera a waiver from submitting the audited financial statements and pro forma financial information typically required for such transactions, citing that the financial statements of Nova Pharmaceuticals would not hold material value for Galera's stockholders and investors.

Form Type: DEF 14A

Filing Date: 2025-01-24

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525011837

Filing Summary: Galera Therapeutics, Inc. is scheduled to hold its 2024 Annual Meeting of Stockholders on February 24, 2025, via a virtual platform. The notice emphasizes the importance of stockholder participation in the voting process. Proposals to be voted upon include the election of Lawrence Alleva and Kevin Lokay as Class II Directors and the ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024. A complete list of stockholders entitled to vote at the meeting will be available for examination prior to the meeting. The announcement also clarifies that the reason for the meeting being held in 2025 instead of 2024 is due to the company previously considering winding down its business. However, after exploring alternatives, the company announced its acquisition of Nova Pharmaceuticals, Inc. in December 2024, signaling a strategic shift to focus on anti-cancer therapeutics. The document discusses the procedural aspects of the meeting, voting instructions, and governance structures.

Form Type: 8-K

Filing Date: 2024-12-31

Corporate Action: Merger

Type: New

Accession Number: 000119312524287073

Filing Summary: 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.