(Amendment No. ) *
Galera Therapeutics, Inc.
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. |
36338D108 |
13G |
Page 2 of 9 |
| 1. |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Mgmt, L.P. |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒ |
| 3. |
SEC USE ONLY
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0 |
|
| 6. |
SHARED VOTING POWER
2,916,401 (1) |
|
|
7.
|
SOLE DISPOSITIVE POWER
0 |
|
|
8.
|
SHARED DISPOSITIVE POWER
2,916,401 (1) |
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,916,401 (1) |
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐ |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.99% (2)
|
| 12. |
TYPE OF REPORTING PERSON*
PN |
__________________
(1) Comprised of (i) 530,401 shares of common stock and (ii) 2,386,000
shares of common stock issuable upon exercise of warrants (subject to any further adjustments that may be applicable) held by Deerfield
Partners, L.P., of which Deerfield Mgmt, L.P. is the general partner. The provisions of the warrants beneficially owned by the reporting
person restrict the exercise of such securities to the extent that after such exercise the holder and its Attribution Parties (as defined
in the warrants) would beneficially own in excess of 4.99% of the total number of shares of the Issuer’s common stock then outstanding
(the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial
ownership of the shares of common stock issuable upon exercise of such warrants to the extent that upon such exercise the number of shares
beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
(2) Percentage ownership is based on 41,151,589 shares of the Issuer’s
common stock outstanding as disclosed in the Issuer’s prospectus supplement, dated February 15, 2023, including an aggregate of
14,320,000 shares of the Issuer’s common stock sold pursuant to such prospectus supplement.
| CUSIP No. |
36338D108 |
13G |
Page 3 of 9 |
| 1. |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Management
Company, L.P. |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒ |
| 3. |
SEC USE ONLY
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0 |
|
| 6. |
SHARED VOTING POWER
2,916,401 (3) |
|
|
7.
|
SOLE DISPOSITIVE POWER
0 |
|
|
8.
|
SHARED DISPOSITIVE POWER
2,916,401 (3) |
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,916,401 (3) |
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐ |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.99% (4)
|
| 12. |
TYPE OF REPORTING PERSON*
PN |
__________________
(3) Comprised of (i) 530,401 shares of common stock and (ii) 2,386,000
shares of common stock issuable upon exercise of warrants (subject to any further adjustments that may be applicable) held by Deerfield
Partners, L.P., of which Deerfield Management Company, L.P. is the investment advisor. The provisions of the warrants beneficially owned
by the reporting person restrict the exercise of such securities to the extent that after such exercise the holder and its Attribution
Parties (as defined in the warrants) would beneficially own in excess of 4.99% of the total number of shares of the Issuer’s common
stock then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person
disclaims beneficial ownership of the shares of common stock issuable upon exercise of such warrants to the extent that upon such exercise
the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
(4) See footnote (2).
| CUSIP No. |
36338D108 |
13G |
Page 4 of 9 |
| 1. |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Partners, L.P. |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒ |
| 3. |
SEC USE ONLY
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0 |
|
| 6. |
SHARED VOTING POWER
2,916,401 (5) |
|
|
7.
|
SOLE DISPOSITIVE POWER
0 |
|
|
8.
|
SHARED DISPOSITIVE POWER
2,916,401 (5) |
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,916,401 (5) |
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐ |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.99% (6)
|
| 12. |
TYPE OF REPORTING PERSON*
PN |
_________________
(5) Comprised of (i) 530,401 shares of common stock and (ii) 2,386,000
shares of common stock issuable upon exercise of warrants (subject to any further adjustments that may be applicable). The provisions
of the warrants beneficially owned by the reporting person restrict the exercise of such securities to the extent that after such exercise
the holder and its Attribution Parties (as defined in the warrants) would beneficially own in excess of 4.99% of the total number of
shares of the Issuer’s common stock then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number
of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock issuable upon exercise of such
warrants to the extent that upon such exercise the number of shares beneficially owned by all reporting persons hereunder, in the aggregate,
would exceed the Ownership Cap.
(6) See footnote (2).
| CUSIP No. |
36338D108 |
13G |
Page 5 of 9 |
| 1. |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James E. Flynn |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒ |
| 3. |
SEC USE ONLY
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0 |
|
| 6. |
SHARED VOTING POWER
2,916,401 (7) |
|
|
7.
|
SOLE DISPOSITIVE POWER
0 |
|
|
8.
|
SHARED DISPOSITIVE POWER
2,916,401 (7) |
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,916,401 (7) |
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐ |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.99% (8)
|
| 12. |
TYPE OF REPORTING PERSON*
IN |
__________________
(7) Comprised of (i) 530,401 shares of common stock and (ii) 2,386,000
shares of common stock issuable upon exercise of warrants (subject to any further adjustments that may be applicable) held by Deerfield
Partners, L.P. The provisions of the warrants beneficially owned by the reporting person restrict the exercise of such securities to
the extent that after such exercise the holder and its Attribution Parties (as defined in the warrants) would beneficially own in excess
of 4.99% of the total number of shares of the Issuer’s common stock then outstanding (the “Ownership Cap”). Accordingly,
notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock issuable
upon exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned by all reporting persons
hereunder, in the aggregate, would exceed the Ownership Cap.
(8) See footnote (2).
| CUSIP No. |
36338D108 |
13G |
Page 6 of 9 |
| Item 1(a). |
Name of Issuer: |
| |
|
| |
Galera Therapeutics, Inc.
|
| |
|
| Item 1(b). |
Address of Issuer's Principal Executive Offices: |
| |
|
| |
2
W Liberty Blvd #100, Malvern, PA 19355
|
| |
|
| Item 2(a). |
Name of Person Filing: |
| |
|
| |
James
E. Flynn, Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and Deerfield Partners, L.P.
|
| |
|
| Item 2(b). |
Address of Principal Business Office, or if None, Residence: |
| |
|
| |
James
E. Flynn, Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and Deerfield Partners, L.P., 345 Park Avenue South, 12th Floor, New
York, NY 10010
|
| |
|
| Item 2(c). |
Citizenship: |
| |
|
| |
Deerfield Mgmt, L.P., Deerfield Management Company, L.P.
and Deerfield Partners, L.P. - Delaware limited partnerships;
James E. Flynn – United States citizen
|
| |
|
| Item 2(d). |
Title of Class of Securities: |
| |
|
| |
Common Stock, par value $0.001 per share
|
| |
|
| Item 2(e). |
CUSIP Number: |
| |
|
| |
36338D108
|
| |
|
|
| Item 3. |
If This Statement is Filed Pursuant to
Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
| |
|
| (a) |
☐ |
Broker or dealer registered under Section 15 of the
Exchange Act.
|
| |
|
|
| (b) |
☐ |
Bank as defined in Section 3(a)(6) of the Exchange Act. |
| |
|
|
| (c) |
☐ |
Insurance company as defined in Section 3(a)(19) of
the Exchange Act.
|
| |
|
|
| (d) |
☐ |
Investment company registered under Section 8 of the
Investment Company Act.
|
| |
|
|
| (e) |
☐ |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| |
|
|
| (f) |
☐ |
An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
|
| |
|
|
| (g) |
☐ |
A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
|
| |
|
|
(h) |
☐ |
A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
|
| |
|
|
| (i) |
☐ |
A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act;
|
| CUSIP No. |
36338D108 |
13G |
Page 7 of 9 |
| |
|
|
| (j) |
☐ |
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| |
|
|
| (k) |
☐ |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance
with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _________________
| Item 4. |
Ownership. |
| |
|
|
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
| |
|
|
|
| (a) |
Amount beneficially owned**: |
|
| |
|
|
|
| |
Deerfield Mgmt, L.P. – 2,916,401 shares
Deerfield Management Company, L.P. - 2,916,401 shares
Deerfield Partners, L.P. - 2,916,401
shares
James E. Flynn – 2,916,401 shares
|
| |
|
|
|
| (b) |
Percent of class**: |
|
| |
|
|
|
| |
Deerfield Mgmt, L.P. – 4.99%
Deerfield Management Company, L.P. – 4.99%
Deerfield Partners, L.P. – 4.99%
James E. Flynn
– 4.99%
|
| |
|
|
|
| (c) |
Number of shares as to which such person has**: |
|
| |
|
|
|
| |
(i) |
Sole power to vote or to direct the vote: |
All Reporting Persons - 0 |
| |
|
|
|
| |
(ii) |
Shared power to vote or to direct the vote: |
Deerfield Mgmt, L.P. - 2,916,401
Deerfield Management Company, L.P. - 2,916,401
Deerfield Partners, L.P. - 2,916,401
James E. Flynn –
2,916,401
|
| |
|
|
|
| |
(iii) |
Sole power to dispose or to direct the disposition of:
|
All Reporting Persons - 0 |
| |
|
|
|
| |
(iv) |
Shared power to dispose or to direct the disposition
of:
|
Deerfield Mgmt, L.P. - 2,916,401
Deerfield Management Company, L.P. - 2,916,401
Deerfield Partners, L.P. - 2,916,401
James E. Flynn –
2,916,401
|
**See footnotes on cover pages which are incorporated by reference
herein.
| CUSIP No. |
36338D108 |
13G |
Page 8 of 9 |
| Item 5. |
Ownership of Five Percent or Less of a Class. |
| |
|
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities check the following ☒.
|
| |
|
| |
|
| |
|
| Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person. |
| |
|
If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more
than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under
the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
|
| |
|
| |
N/A |
| |
|
| Item 7. |
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
| |
|
|
If
a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g)
and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
|
| |
|
| |
N/A |
| |
|
| Item 8. |
Identification and Classification of Members of the Group. |
| |
|
If
a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the
identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d),
attach an exhibit stating the identity of each member of the group.
|
| |
|
| |
See Exhibit B |
| |
|
| Item 9. |
Notice of Dissolution of Group. |
| |
|
|
Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item
5.
|
| |
|
| |
N/A |
| |
|
| Item 10. |
Certifications. |
| |
|
|
"By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a–11."
|
| CUSIP No. |
36338D108 |
13G |
Page 9 of 9 |
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DEERFIELD MGMT, L.P.
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD MANAGEMENT COMPANY, L.P.
By: Flynn Management LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD PARTNERS, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
JAMES E. FLYNN
/s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
Date: February 27, 2023
Exhibit List
Exhibit A. Joint Filing Agreement.
Exhibit B. Item 8 Statement.
Exhibit C. Power of Attorney (1).
(1) Power of Attorney previously filed as Exhibit 24 to a Form 4 with
regard to DA32 Life Science Tech Acquisition Corp. filed with the Securities and Exchange Commission on August 3, 2021 by Deerfield Partners,
L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and James E. Flynn.
Exhibit A
Joint Filing Agreement
The undersigned agree that this Schedule 13G, and all amendments thereto,
relating to the Common Stock, par value $0.001 per share, of Galera Therapeutics, Inc. shall be filed on behalf of the undersigned.
DEERFIELD MGMT, L.P.
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD MANAGEMENT COMPANY, L.P.
By: Flynn Management LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD PARTNERS, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
JAMES E. FLYNN
/s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
Exhibit B
Due to the relationships between them, the reporting
persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities
Exchange Act of 1934.
