UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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-Voting Convertible 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-Voting Preferred 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-Voting Preferred 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment to the Certificate of Designation of Preferences, Rights, and Limitations of Series B Non-Voting Convertible Preferred Stock | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GALERA THERAPEUTICS, INC. | ||||||
| Date: February 18, 2026 | By: | /s/ J. Mel Sorensen, M.D. | ||||
| J. Mel Sorensen, M.D. | ||||||
| President and Chief Executive Officer | ||||||