Galera Therapeutics, Inc. 8-K

What Happened
Galera Therapeutics, Inc. filed a Certificate of Amendment to the Certificate of Designation for its Series B Non‑Voting Convertible Preferred Stock on February 12, 2026 (8‑K filed February 18, 2026). The amendment gives the company’s board of directors the sole discretion to elect to convert, in whole or in part, outstanding Series B non‑voting preferred shares into a number of shares of common stock calculated using the Certificate’s defined Conversion Ratio. The change was approved by the Board and by unanimous written consent of the Series B holders.

Key Details

• Amendment filed with the Delaware Secretary of State on February 12, 2026; 8‑K filed February 18, 2026.
• Applies to Series B Non‑Voting Convertible Preferred Stock and establishes board discretion to convert outstanding Series B shares to common stock per the Conversion Ratio.
• Approved by the Board and unanimously consented to by all Series B holders.
• The Certificate of Amendment is included as an exhibit to the 8‑K.

Why It Matters
This amendment gives Galera’s board a new tool to change the company’s capital structure by converting preferred shares into common stock. If the board elects to convert Series B shares, the number of outstanding common shares would increase, which could dilute existing common shareholders’ ownership percentages. Because the amendment was approved unanimously by Series B holders, potential legal or consent obstacles to conversion are reduced. Investors should watch future company filings and disclosures for any board action to convert these shares, and for updated share counts and dilution analyses.