Emerald Bioventures boosts Galera Therapeutics (GRTX) stake to 30.2% after conversion
Rhea-AI Filing Summary
Emerald Bioventures, LLC and Timothy Opler filed an amended Schedule 13D reporting beneficial ownership of 61,029,978 shares of Galera Therapeutics common stock, or about 30.2% of the outstanding shares. This reflects a mandatory conversion of preferred stock into common shares.
On May 14, 2026, Galera delivered a Notice of Mandatory Conversion for its Series B Non-Voting Convertible Preferred Stock, effective May 15, 2026. In this conversion, 20,813.8186192892 shares of Series B Preferred held by Emerald were converted into 20,813,818 common shares, with cash paid in lieu of fractional shares.
After the conversion, Emerald holds only common stock and no Series B Preferred. The filing states that the ownership percentage is based on 203,268,886 common shares outstanding, combining shares previously outstanding and those issued upon conversion of all Series B Preferred Stock.
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Key Figures
Beneficial ownership: 61,029,978 shares
Ownership percentage: 30.2%
Series B shares converted: 20,813.8186192892 shares
+4 more
7 metrics
Beneficial ownership
61,029,978 shares
Galera common stock held by reporting persons
Ownership percentage
30.2%
Portion of Galera common stock outstanding
Series B shares converted
20,813.8186192892 shares
Series B Preferred held by Emerald before conversion
Common shares issued on conversion
20,813,818 shares
Common stock received by Emerald in Mandatory Conversion
Total shares outstanding post-conversion
203,268,886 shares
Galera common stock outstanding after Series B conversion
Shares outstanding pre-conversion
160,429,783 shares
Galera common stock outstanding as of May 12, 2026
Shares issued from all Series B conversions
42,839,103 shares
Common stock issued on May 15, 2026 from Series B
Key Terms
Mandatory Conversion, Series B Non-Voting Convertible Preferred Stock, Certificate of Designation, Schedule 13D, +1 more
5 terms
Mandatory Conversion financial
"the Issuer provided Emerald with a Notice of Mandatory Conversion of Series B Non-Voting Convertible Preferred Stock"
Mandatory conversion is a rule that forces certain convertible securities—like bonds or preferred shares—to be turned into common stock when specific conditions are met (for example, a date arrives or a price target is hit). For investors this matters because it increases the number of shares outstanding and can dilute existing ownership, shifting value from fixed-income holders into equity holders and changing a company’s risk and return profile, much like an automatic trade that swaps a guaranteed payment for an ownership stake.
Series B Non-Voting Convertible Preferred Stock financial
"Notice of Mandatory Conversion of Series B Non-Voting Convertible Preferred Stock (the "Mandatory Conversion Notice")"
A Series B non-voting convertible preferred stock is a class of company shares that gives holders financial priority—such as fixed dividends and first claim on assets if the company is sold—while not granting voting rights. It can be converted into regular common shares under set conditions, which matters to investors because conversion can increase upside participation but also dilute existing owners; the preference reduces downside risk like a safety buffer.
Certificate of Designation regulatory
"on the applicable Trading Market (as defined in the Certificate of Designation) on the date of the Mandatory Conversion"
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.
Schedule 13D regulatory
"amends and supplements the filed with the Securities and Exchange Commission by the Reporting Persons on April 27, 2026 ("Original 13D")"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
beneficially own financial
"the Reporting Persons may be deemed to beneficially own 61,029,978 shares of Common Stock"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What stake in Galera Therapeutics (GRTX) does Emerald Bioventures now report?
Emerald Bioventures and Timothy Opler report beneficial ownership of 61,029,978 Galera Therapeutics common shares, representing about 30.2% of the outstanding stock, based on 203,268,886 shares of common stock outstanding after the Series B Preferred conversion.
What transaction triggered this amended Schedule 13D for Galera Therapeutics (GRTX)?
The amendment was triggered by a Mandatory Conversion of Galera’s Series B Non-Voting Convertible Preferred Stock into common shares. Emerald’s 20,813.8186192892 Series B shares were converted into 20,813,818 common shares effective May 15, 2026, plus cash for fractional shares.
Does Emerald Bioventures still hold Galera Series B Preferred Stock after the conversion?
No, following the Mandatory Conversion effective May 15, 2026, Emerald Bioventures holds only Galera common stock. Its 20,813.8186192892 Series B Preferred shares were fully converted into 20,813,818 common shares, with fractional entitlements settled in cash.
Have Emerald Bioventures and Timothy Opler recently traded Galera Therapeutics (GRTX) stock?
The filing states that, apart from the Mandatory Conversion described, the reporting persons have not effected transactions in Galera common stock during the 60 days preceding May 15, 2026 and the filing date, indicating no other recent trading activity disclosed.
What role does the Certificate of Designation play in Galera’s Series B Preferred conversion?
The Certificate of Designation governs terms for the Series B Preferred Stock. Under Section 6.4.6, Emerald receives cash in lieu of fractional common shares, calculated using the closing price on the applicable trading market on the Mandatory Conversion date.