| Item 1.01 |
Entry into a Material Definitive Agreement. |
On February 15, 2023, Galera Therapeutics, Inc. (the “Company”) entered into a placement agency agreement (the “Placement Agency Agreement”) with Piper Sandler & Co. (the “Placement Agent”), and a securities purchase agreement (the “Purchase Agreement”) with certain purchasers for the purchase and sale of an aggregate of 14,320,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and warrants to purchase up to 14,320,000 shares of Common Stock, at an exercise price of $1.97 per share (the “Warrants”), pursuant to a registration statement on Form S-3 (File No. 333- 251061) that was filed with the Securities and Exchange Commission (the “SEC”) on December 1, 2020 and became effective on December 9, 2020, and the prospectus contained therein, as supplemented by the prospectus supplement dated February 15, 2023 (the “Prospectus Supplement”) in a registered direct offering at an offering price of $2.095 for each share of Common Stock and accompanying Warrant (the “Offering”). The Warrants are immediately exercisable and will expire five years from the date of issuance. The Offering is expected to close on or about February 17, 2023, subject to the satisfaction of customary closing conditions.
The gross proceeds to the Company from the Offering are expected to be $30.0 million, before deducting placement agent fees and offering expenses. The Company intends to use the net proceeds from this Offering to fund pre-commercialization activities related to avasopasem, advance the development of avasopasem and rucosopasem, and for working capital and other general corporate purposes.
Pursuant to the terms of the Purchase Agreement, the Company and its officers and directors have agreed not to offer, sell, transfer or otherwise dispose of any shares of the Company’s common stock during the 90-day period following the date of the Purchase Agreement used for the Offering.
Each of the Placement Agency Agreement and the Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing and indemnification obligations customary for transactions of this type. The provisions of the Placement Agency Agreement and the Purchase Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreements and are not intended as a document for investors and the public to obtain factual information about the current state of affairs of the Company. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the SEC.
The foregoing descriptions of each of the Placement Agency Agreement, the Purchase Agreement, and Form of Warrant attached thereto as an exhibit, are summaries of their material terms, do not purport to be complete, and are qualified in their entirety by reference to each of the Placement Agency Agreement, the Purchase Agreement and the Form of Warrant, copies of which are being filed as Exhibits 4.1, 10.1, and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
A copy of the legal opinion and consent of Latham & Watkins LLP relating to the Offering is attached as Exhibit 5.1 hereto.
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this report that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding: the anticipated amount of net proceeds from the Offering and the intended use of such proceeds; and the Company’s belief that its cash and cash equivalents will fund its operations into the fourth quarter of 2023. These and other important factors discussed under the caption “Risk Factors” in Galera’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (SEC), Galera’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, and Galera’s other filings with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this report. Any forward-looking statements speak only as of the date of this report and are based on information available to Galera as of the date of this report, and Galera assumes no obligation to, and does not intend to, update any forward-looking statements, whether as a result of new information, future events or otherwise.
