SEC Form SC 13D/A filed by Galera Therapeutics Inc. (Amendment)

SEC Form SC 13D/A filed by Galera Therapeutics Inc. (Amendment)

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SC 13D/A 1 d599033dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1 )*

Galera Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

36338D108

(CUSIP Number)

Robert Liptak

Clarus Ventures, LLC

314 Main Street, 15th Floor

Cambridge, MA 02142

(617) 949-2200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 4, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	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 disclosures provided in a prior cover page.

The information required on 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 (“Act”) 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


1		NAMES OF REPORTING PERSONS Clarus IV-A, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 36338D108


1		NAMES OF REPORTING PERSONS Clarus IV-B, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 36338D108


1		NAMES OF REPORTING PERSONS Clarus IV-C, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 36338D108


1		NAMES OF REPORTING PERSONS Clarus IV-D, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 36338D108


1		NAMES OF REPORTING PERSONS Clarus IV Galera Royalty AIV, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 36338D108


1		NAMES OF REPORTING PERSONS Clarus IV GP, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 36338D108


1		NAMES OF REPORTING PERSONS Blackstone Clarus GP L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 36338D108


1		NAMES OF REPORTING PERSONS Blackstone Clarus GP L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 36338D108


1		NAMES OF REPORTING PERSONS Blackstone Holdings I L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 36338D108


1		NAMES OF REPORTING PERSONS Blackstone Holdings I/II GP L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 36338D108


1		NAMES OF REPORTING PERSONS Blackstone Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 36338D108


1		NAMES OF REPORTING PERSONS Blackstone Group Management L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 36338D108


1		NAMES OF REPORTING PERSONS Stephen A. Schwarzman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

EXPLANATORY NOTE

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on February 9, 2023 (as amended, the “Schedule 13D”) related to common stock, par value $0.001 per share (the “Common Stock”) of Galera Therapeutics, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 2 W Liberty Blvd #100, Malvern, Pennsylvania 19355. The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.

This Amendment No. 1 is being filed to update the aggregate percentage of the Issuer’s Common Stock beneficially owned by the Reporting Persons due to dilution caused by the Issuer’s issuance of additional Common Stock from time to time since the date of the filing of the initial Schedule 13D and not in connection with a disposition of any Common Stock by the Reporting Persons.

Item 2. Identity and Background

Item 2 of the Schedule 13D is hereby supplemented to include the updated Schedule I attached hereto.

Item 5. Interest in Securities of the Issuer

Items 5 (a)-(c) and (e) of this Schedule 13D are hereby amended and restated as follows:

(a) Calculation of the percentage of shares of Common Stock beneficially owned is based on 54,392,170 shares of Common Stock outstanding as of November 10, 2023, as reported in the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2023, and takes into account shares of Common Stock underlying the Warrants beneficially owned by the Reporting Persons and the Common Stock underlying the 59,960 vested options issued to Dr. Cunningham, as applicable.

The aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

Clarus IV-A, L.P. directly holds 542,455 shares of Common Stock, Clarus IV-B, L.P. directly holds 353,661 shares of Common Stock, Clarus IV-C, L.P. directly holds 652,324 shares of Common Stock, Clarus IV-D, L.P. directly holds 130,444 shares of Common Stock and Clarus IV Galera Royalty AIV, L.P. directly holds Warrants to purchase 550,661 shares of Common Stock.

The general partner of each of the Clarus Funds and Clarus IV Galera Royalty AIV, L.P. is Clarus IV GP, L.P. The general partner of Clarus IV GP, L.P. is Blackstone Clarus GP L.P. The general partner of Blackstone Clarus GP L.P. is Blackstone Clarus GP L.L.C. The sole member of Blackstone Clarus GP L.L.C. is Blackstone Holdings I L.P. The general partner of Blackstone Holdings I L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Holdings I/II GP L.L.C. is Blackstone. The sole holder of the Series II preferred stock of Blackstone is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.

From time to time, Emmett Cunningham, a designee of Blackstone or one of its affiliates and a member of the Board, has been granted stock options as compensation for serving as a director of the Issuer. These options vest over various periods of time. Pursuant to arrangements between Dr. Cunningham and Blackstone and its affiliates, Dr. Cunningham is required to transfer to Blackstone and/or its affiliates any and all compensation received in connection with his directorship for any company Blackstone or its affiliates invests in or advises. Blackstone may be deemed to beneficially own an additional 59,960 shares of Common Stock representing the aggregate amount of shares underlying such options which are vested or are scheduled to vest within 60 days of the date hereof.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Common Stock.

(e) The Reporting Persons no longer beneficially own more than 5% of the outstanding Common Stock.

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.

Dated: December 4, 2023


CLARUS IV-A, L.P.
By:		Clarus IV GP, L.P., its general partner
By:		Blackstone Clarus GP L.P., its general partner
By:		Blackstone Clarus GP L.L.C., its general partner

By:		/s/ Omar Rehman
Name:		Omar Rehman
Title:		Authorized Signatory

CLARUS IV-B, L.P.
By:		Clarus IV GP, L.P., its general partner
By:		Blackstone Clarus GP L.P., its general partner
By:		Blackstone Clarus GP L.L.C., its general partner

By:		/s/ Omar Rehman
Name:		Omar Rehman
Title:		Authorized Signatory

CLARUS IV-C, L.P.
By:		Clarus IV GP, L.P., its general partner
By:		Blackstone Clarus GP L.P., its general partner
By:		Blackstone Clarus GP L.L.C., its general partner

By:		/s/ Omar Rehman
Name:		Omar Rehman
Title:		Authorized Signatory

CLARUS IV-D, L.P.
By:		Clarus IV GP, L.P., its general partner
By:		Blackstone Clarus GP L.P., its general partner
By:		Blackstone Clarus GP L.L.C., its general partner

By:		/s/ Omar Rehman
Name:		Omar Rehman
Title:		Authorized Signatory

CLARUS IV GALERA ROYALTY AIV, L.P.
By:		Clarus IV GP, L.P., its general partner
By:		Blackstone Clarus GP L.P., its general partner
By:		Blackstone Clarus GP L.L.C., its general partner

By:		/s/ Omar Rehman
Name:		Omar Rehman
Title:		Authorized Signatory


CLARUS IV GP, L.P.
By:		Blackstone Clarus GP L.P., its general partner
By:		Blackstone Clarus GP L.L.C., its general partner

By:		/s/ Omar Rehman
Name:		Omar Rehman
Title:		Authorized Signatory

BLACKSTONE CLARUS GP L.P.
By:		Blackstone Clarus GP L.L.C., its general partner

By:		/s/ Omar Rehman
Name:		Omar Rehman
Title:		Authorized Signatory

BLACKSTONE CLARUS GP L.L.C.

By:		/s/ Omar Rehman
Name:		Omar Rehman
Title:		Authorized Signatory

BLACKSTONE HOLDINGS I L.P.
By:		Blackstone Holdings I/II GP L.L.C., its general partner

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

BLACKSTONE HOLDINGS I/II GP L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

BLACKSTONE INC.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

BLACKSTONE GROUP MANAGEMENT L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

/s/ Stephen A. Schwarzman Stephen A. Schwarzman

SCHEDULE I

Executive Officers and Directors of Blackstone Inc.

The name and principal occupation of each director and executive officer of Blackstone Inc. are set forth below. The address for each person listed below is c/o Blackstone Inc., 345 Park Avenue, New York, New York 10154. All executive officers and directors listed are United States citizens other than The Right Honourable Brian Mulroney, who is a citizen of Canada.

OFFICERS:


Name		Present Principal Occupation or Employment
Stephen A. Schwarzman		Founder, Chairman and Chief Executive Officer of Blackstone Inc.

Jonathan D. Gray		President, Chief Operating Officer of Blackstone Inc.

Michael S. Chae		Chief Financial Officer of Blackstone Inc.

John G. Finley		Chief Legal Officer of Blackstone Inc.

DIRECTORS:


Name		Present Principal Occupation or Employment
Stephen A. Schwarzman		Founder, Chairman and Chief Executive Officer of Blackstone Inc.

Jonathan D. Gray		President, Chief Operating Officer of Blackstone Inc.

Kelly A. Ayotte		Former United States Senator from New Hampshire

Joseph P. Baratta		Global Head of Private Equity at Blackstone Inc.

James W. Breyer		Founder and Chief Executive Officer of Breyer Capital

Reginald J. Brown		Partner for the law firm, Kirkland & Ellis

Rochelle B. Lazarus		Chairman Emeritus & Former Chief Executive Officer, Ogilvy & Mather Worldwide

The Right Honourable Brian Mulroney		Senior Partner for the Montreal law firm, Norton Rose Fulbright Canada LLP

William G. Parrett		Retired CEO of Deloitte Touche Tohmatsu and retired Senior Partner of Deloitte (USA)

Ruth Porat		Chief Financial Officer of Alphabet Inc. and Google Inc.

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Date	Price Target	Rating	Analyst
8/10/2023	$6.00 → $0.50	Overweight → Neutral	Piper Sandler
12/20/2021	$11.00 → $20.00	Buy	Citigroup
12/15/2021	$10.00	Neutral → Buy	HC Wainwright & Co.
12/15/2021	$15.00	Neutral → Buy	BTIG
10/20/2021		Buy → Neutral	HC Wainwright & Co.
10/19/2021	$17.00 → $2.00	Buy → Underperform	BofA Securities
10/19/2021		Buy → Neutral	BTIG Research

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

542,555

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

542,555

SHARED DISPOSITIVE POWER

0