{"url_path":"/sec/grtx/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1563577/0001563577-26-000014-index.html","accession_number":"0001563577-26-000014","cik":"0001563577","ticker":"GRTX","issuer_name":"Galera Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1563577/0001563577-26-000014-index.html","primary_entity_key":"0001563577","primary_entity_name":"Galera Therapeutics, Inc."},"word_count":980,"has_tables":true,"body_markdown":"Item 1A. Risk Factors.\n\nInvesting in our common stock involves a high degree of risk. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors described in Part I, Item 1A. “Risk Factors” of our 2025 10-K. Other than as described below, there have been no material changes to the risk factors described in that report. The occurrence of any of the events or developments described in our Risk Factors could adversely affect our business, financial condition, results of operations and growth prospects. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.\n\nThe Obsidian Merger may not be completed on the currently contemplated terms or within the expected timeframe, or at all, which could adversely affect our business, financial condition and results of operations.\n\nThe Obsidian Merger is subject to a number of conditions, including the effectiveness of a registration statement on Form S-4 and approval by the stockholders of Galera and Obsidian. We have incurred, and expect to continue to incur, significant costs in connection with the merger, including legal, accounting, financial advisor, and other professional fees, and these costs may be higher than we currently anticipate. The merger process has also, and may continue to, divert management’s attention and resources from ongoing operations, and could make it more difficult to attract and retain employees, enter into contracts on favorable terms, or maintain relationships with business relations. If the Obsidian Merger is not completed, we may be required to pursue other strategic alternatives, which could include raising additional capital on unfavorable terms, significantly reducing or discontinuing operations, or pursuing a voluntary dissolution. There can be no assurance that any alternative transaction or strategy will be available on acceptable terms, or at all.\n\nIf the Obsidian Merger is not completed, we may decide to pursue a liquidation and dissolution of Galera. In such an event and in light of our current capital resource constraints, it is unlikely that substantial resources would be available for distributions to our stockholders.\n\nAlthough we have entered into the Merger Agreement, the closing may be delayed or may not occur at all. If for any reason the Obsidian Merger is not completed, the we may elect to, among other things, attempt to complete another strategic transaction, attempt to sell or otherwise dispose of various assets. Any of these alternatives would be costly and time-consuming and would require that we obtain additional near-term funding. We expect that it would be difficult to secure such funding in a timely manner, on favorable terms or at all.\n\nIf the Obsidian Merger is not completed, we may decide that it is in the best interests of our stockholders to dissolve the Company and liquidate its assets. In that event, the amount of cash, if any, available for distribution to Galera’s stockholders would depend on the timing of such decision and the timing of such liquidation since the amount of cash available for distribution continues to decrease as we fund our operations and incur fees and expenses related to the Obsidian Merger. In addition, if our Board were to approve and recommend, and our stockholders were to approve, a dissolution of Galera, we would be required under Delaware law to pay our outstanding obligations, as well as to make reasonable provision for contingent and unknown obligations, prior to making any distributions in liquidation to our stockholders. As a result of this requirement, a portion of our assets may need to be reserved pending the resolution of such obligations. In addition, we may be subject to litigation or other claims related to a liquidation and dissolution of the Company. If a liquidation and dissolution were pursued, our Board, in consultation with its advisors, would need to evaluate these matters and make a determination about a reasonable amount to reserve. Accordingly, in such a circumstance and in light of our current capital resources, it is highly unlikely that substantial resources, if any, would be available for distributions to our stockholders. Our stockholders would likely lose all or a significant portion of their investment.\n\n26\n\n \n\n \n\nThe PIPE financing to be completed concurrently with the Obsidian Merger may not be completed on the currently contemplated terms or at all, and, even if completed, may result in significant dilution and other adverse effects.\n\nThe expected PIPE financing is subject to a number of conditions and may be impacted by market, industry, regulatory, and other factors that are outside of our control. If the PIPE financing is not completed, the Obsidian Merger may be delayed or may not be completed, and we may need to seek alternative financing or strategic alternatives, which may not be available on acceptable terms, if at all. In addition, if the PIPE financing is completed, the issuance of a substantial number of shares (and related registration rights) could dilute existing stockholders and could adversely affect the market price of our common stock.\n\nEven if the Obsidian Merger is completed, the combined company may incur losses for the foreseeable future and might never achieve profitability.\n\nEven if the Obsidian Merger is completed, the combined company may never become profitable, even if the combined company is able to complete clinical development for one or more product candidates and eventually commercialize such product candidates. The combined company will need to successfully complete significant research, development, testing and regulatory compliance activities that, together with projected general and administrative expenses, are expected to result in substantial increased operating losses for at least the next several years. Even if the combined company does achieve profitability, it may not be able to sustain or increase profitability on a quarterly or annual basis."}