Galera Therapeutics Inc.

07/31/2026 | Press release | Distributed by Public on 07/31/2026 14:32

Regulation FD Disclosure (Form 8-K)

Item 7.01

Regulation FD Disclosure

The Mergers are expected to close on August 3, 2026, subject to the satisfaction or waiver of customary closing conditions.

As previously disclosed and pursuant to the terms of the Merger Agreement, Galera has declared a distribution (the "Pre-Closing Distribution") to the holders of Galera's common stock, par value $0.001 per share (the "Galera Common Stock") of the right to receive contingent value rights (each, a "CVR") for each outstanding share of Galera Common Stock held by such stockholders as of the date that is one business day prior to the closing of the Mergers. In connection with the Pre-Closing Distribution, each holder of one share of Galera Common Stock is entitled to receive (i) one CVR representing the right to receive contingent cash payments from the license, sale, assignment, transfer or other distribution of rights to develop and commercialize products containing the small molecule known as tilarganine and (ii) one CVR representing the right to receive contingent cash payments from the license, sale, assignment, transfer or other distribution of rights to develop and commercialize products containing GC4711 (rucosopasem) and GC4419 (avasopasem). Each CVR will entitle its holder to receive certain net proceeds from Parent upon the receipt by Parent or any affiliate of Parent of proceeds from such disposition of such assets, less permitted deductions.

The record date for the Pre-Closing Distribution is July 31, 2026 and the distribution date for the Pre-Closing Distribution is expected to occur on August 6, 2026, which is three business days after the expected Galera Effective Time.

The information in Item 7.01 of this Current Report on Form 8-K is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference in the filings of Galera under the Securities Act.

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