02/18/2026 | Press release | Distributed by Public on 02/18/2026 05:10
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 12, 2026, Galera Therapeutics, Inc. (the "Company") filed a Certificate of Amendment (the "Amendment") to the Certificate of Designation of Preferences, Rights, and Limitations of Series B Non-VotingConvertible Preferred Stock (the "Certificate of Designation") with the Secretary of State of Delaware. The Amendment provides that, in the sole discretion of the Company's board of directors (the "Board"), the Company may elect to convert, in whole or in part, outstanding shares of Series B Non-VotingPreferred Stock into a number of shares of Common Stock calculated based on the Conversion Ratio (as defined in the Certificate of Designation). The Amendment was approved by the Board and by unanimous written consent of the holders of the Company's Series B Non-VotingPreferred Stock.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.