SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE
13d-2(a)
(Amendment No. 2)*
Galera Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
36338D108
(CUSIP Number)
Nathalie Auber
Sofinnova Investments, Inc.
3000 Sand Hill Road, Bldg 4, Suite 250
Menlo Park, CA 94025
(650) 681-8420
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPY TO:
Jonathan Goodwin, Esq.
c/o Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP
550 Allerton Street, Redwood City, CA 94063
(650) 321-2400
February 16, 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 240.13d-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.
This 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 | 13D | Page 2
of 11 |
| 1 |
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sofinnova Venture Partners IX, L.P. (“SVP
IX”) |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 |
SEC
USE ONLY |
| 4 |
SOURCE
OF FUNDS
WC |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ¨ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0% |
| 14 |
TYPE
OF REPORTING PERSON PN |
| |
|
|
|
| CUSIP NO. 36338D108 | 13D | Page 3
of 11 |
| 1 |
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sofinnova Management IX, L.L.C. (“SM IX”) |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 |
SEC
USE ONLY |
| 4 |
SOURCE
OF FUNDS
AF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ¨ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0% |
| 14 |
TYPE
OF REPORTING PERSON OO |
| |
|
|
|
| CUSIP NO. 36338D108 | 13D | Page 4
of 11 |
| 1 |
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Dr. James I. Healy (“Healy”) |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 |
SEC
USE ONLY |
| 4 |
SOURCE
OF FUNDS
AF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ¨ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0% |
| 14 |
TYPE
OF REPORTING PERSON IN |
| |
|
|
|
| CUSIP NO. 36338D108 | 13D | Page 5
of 11 |
Statement on Schedule 13D
This
Amendment No. 2 (“Amendment No. 2”) amends and restates the Statement on Schedule 13D initially filed on
November 20, 2019 and amended on February 6, 2023 (as amended, the “Original Schedule 13D”). This Amendment
No. 2 relates to the beneficial ownership of Common Stock, $0.001 par value per share (“Common Stock”) of
Galera Therapeutics, Inc., a Delaware corporation (“Issuer”) and is being filed by Sofinnova Venture Partners IX,
L.P., a Delaware limited partnership (“SVP IX”), Sofinnova Management IX, L.L.C., a Delaware limited liability company
(“SM IX”), and Dr. James I. Healy (“Healy” and collectively with SVP IX, and SM IX, the
“Reporting Persons”). This Amendment No. 2 is being filed to update the aggregate percentage of the class of
securities of the Issuer owned by the Reporting Persons due to dilution caused by the Issuer’s additional sales of Common
Stock from time to time since the date of the filing of the Original Schedule 13D and to reflect the disposition of Common Stock by the Reporting Persons. The Issuer reported outstanding Common Stock in
the Issuer’s Form 424B5 (File No. 333-251061) filed on February 16, 2023 causing a decrease in aggregate
percentage ownership by the Reporting Persons of one percent (1%) or more from the percentages reported in the Original Schedule
13D.
| ITEM 1. | SECURITY AND ISSUER. |
| (a) | The class of equity
securities to which this statement relates is the Common Stock of the Issuer. |
| (b) | The Issuer’s principal executive
offices are located at 45 Liberty Blvd, Suite 230, Malvern, Pennsylvania 19355. |
| ITEM 2. | IDENTITY AND BACKGROUND. |
| (a) | The persons and entities
filing this Schedule 13D are SVP IX, SM IX, and Healy. SM IX, the general partner of SVP
IX, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer
directly owned by SVP IX. |
| (b) | The address of the principal
place of business for each of the Reporting Persons is c/o Sofinnova Investments, Inc.,
3000 Sand Hill Road, Bldg 4, Suite 250, Menlo Park, California 94025. |
| (c) | The principal occupation
of each of the Reporting Persons is the venture capital investment business. The principal
business of SVP IX is to make investments in private and public companies, and the principal
business of SM IX is to serve as the general partner of SVP IX. Healy is the managing member
of SM IX. |
| (d) | During the last five
years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors). |
| (e) | During the last five
years, none of the Reporting Persons has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws. |
| (f) | SVP IX is a Delaware
limited partnership. SM IX is a Delaware limited liability company. Healy is a U.S. citizen. |
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION. |
SVP IX purchased an aggregate 9,090,909 shares
of Series B-2 preferred stock from the Issuer at a purchase price of $1.65 per share in a closing that occurred in November 2016,
or $15,000,000 in the aggregate.
SVP IX purchased an aggregate 2,709,659 shares
of Series C preferred stock from the Issuer at a purchase price of $2.2143 per share in a closing that occurred August 2018,
or $6,000,000 in the aggregate.
| CUSIP NO. 36338D108 | 13D | Page 6
of 11 |
Each share of the Issuer’s preferred stock
automatically converted into shares of Common Stock on a 0.197763 -for-1 basis upon the closing of the Issuer’s initial public
offering of Common Stock (the “Offering”).
In connection with the Offering, SVP IX purchased
750,000 shares of Common Stock at $12.00 per share, or $9,000,000 in the aggregate. Such purchase occurred pursuant to and on the terms
set forth in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) on November 8, 2019 with the Securities and
Exchange Commission (the “Prospectus”).
On January 16, 2024, SVP IX sold 750,000 shares of Common Stock at a price of $0.2097 per share, or $157,275.00 in the aggregate, in open
market sales.
On January 18, 2024, SVP IX sold 125,848 shares of Common Stock at a price of $0.1918 per share, or $24,137.65 in the aggregate, in open
market sales.
On January 19, 2024, SVP IX sold 554,940 shares of Common Stock at a price of $0.1817 per share, or $100,832.60 in the aggregate, in open
market sales.
On January 22, 2024, SVP IX sold 257,715 shares of Common Stock at a price of $0.1808 per share, or $46,594.87 in the aggregate, in open
market sales.
On January 23, 2024, SVP IX sold 58,923 shares of Common Stock at a price of $0.1802 per share, or $10,617.92 in the aggregate, in open
market sales.
On January 24, 2024, SVP IX sold 199,180 shares of Common Stock at a price of $0.1806 per share, or $35,971.91 in the aggregate, in open
market sales.
On January 25, 2024, SVP IX sold 228 shares of Common Stock at a price of $0.1800 per share, or $41.04 in the aggregate, in open market
sales.
On January 29, 2024, SVP IX sold 32,522 shares of Common Stock at a price of $0.1800 per share, or $5,853.96 in the aggregate, in open
market sales.
On January 30, 2024, SVP IX sold 246,650 shares of Common Stock at a price of $0.1885 per share, or $46,493.53 in the aggregate, in open
market sales.
On January 31, 2024, SVP IX sold 323,035 shares of Common Stock at a price of $0.1803 per share, or $58,243.21 in the aggregate, in open
market sales.
On February 1, 2024, SVP IX sold 98,795 shares of Common Stock at a price of $0.1800 per share, or $17,783.10 in the aggregate, in open
market sales.
On February 2, 2024, SVP IX sold 8,083 shares of Common Stock at a price of $0.1800 per share, or $1,454.94 in the aggregate, in open
market sales.
On February 5, 2024, SVP IX sold 92,246 shares of Common Stock at a price of $0.1718 per share, or $15,847.86 in the aggregate, in open
market sales.
On February 6, 2024, SVP IX sold 335,547 shares of Common Stock at a price of $0.1706 per share, or $57,244.32 in the aggregate, in open
market sales.
Unless noted above, the source of the funds for
all purchases and acquisitions by the Reporting Persons was from working capital. Certain purchases by SVP IX were made using its working
capital funded partially through a line of credit with Silicon Valley Bank in the normal course of business and then paid down from the
proceeds from investor capital calls.
Unless noted above, no part of the purchase price
was borrowed by any Reporting Person for the purpose of acquiring any securities discussed in this Item 3.
| ITEM 4. | PURPOSE OF TRANSACTION. |
The
Reporting Persons hold their securities of the Issuer for investment purposes. Depending on the factors discussed herein, the Reporting
Persons may, from time to time, acquire additional Common Stock and/or retain and/or sell all or a portion of the Common Stock held by
the Reporting Persons in the open market or in privately negotiated transactions, and/or may distribute the Common Stock held by the
Reporting Persons to their respective members or limited partners. Any actions the Reporting Persons might undertake will be dependent
upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Common Stock, general
market and economic conditions, ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; the
relative attractiveness of alternative business and investment opportunities, and other future developments.
Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of
the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
| ITEM 5. | INTEREST IN SECURITIES OF THE
ISSUER. |
(a,b) Regarding
aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial ownership,
see Row 13 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of
each Reporting Person. Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole
power to dispose of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see
Row 10 of the cover page of each Reporting Person. The percentage listed in Row 13 for each Reporting Person was calculated based
upon 54,392,170 shares of Common Stock outstanding as of November 10, 2023, as reported in the Issuer’s Form 10-Q filed
on November 14, 2023 with the Securities and Exchange Commission (File No. 001-39114).
(c) Except
as set forth in Item 3 above, the Reporting Persons have not effected any transaction in the securities of the Issuer during the past
60 days.
(d) Under
certain circumstances set forth in the limited partnership agreement of SVP IX, the general partner and limited partners of SVP IX may
be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of
which they are a partner.
(e) The
Reporting Persons ceased to be beneficial owners of more than five percent of the Issuer’s Common Stock on January 16,
2024.
| CUSIP NO. 36338D108 | 13D | Page 7
of 11 |
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
SVP
IX is a party to the Investors’ Rights Agreement among the Issuer, SVP IX and other shareholders. Subject to the terms of such
Investors’ Rights Agreement, SVP IX can demand that the Issuer file a registration statement or request that its Common Stock be
covered by a registration statement that the Issuer is otherwise filing under certain specified circumstances. Such Investors’
Rights Agreement dated as of August 30, 2018 is more fully described in the Prospectus and was filed as Exhibit 4.2 to the
Issuer’s Form S-1 Registration Statement (File No. 333-234184),
and such description is incorporated herein by reference.
In
connection with the Offering, SVP IX and certain other holders of shares of Common Stock have entered into Lock-Up Agreements with the
Issuer’s underwriters or otherwise agreed that, without the prior written consent of BofA Securities, Inc. and Citigroup
Global Markets Inc., they will not, subject to certain exceptions, during the period ending 180 days after the date of the Prospectus,
(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock
or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired (including
the power of disposition thereof); (ii) enter into any swap or other arrangement that transfers to another, in whole or in part,
directly or indirectly, any of the economic consequences of ownership of Common Stock, whether any transaction described above is to
be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (iii) publicly disclose the intention
to do any of the foregoing described in (i) and (ii) above. Such Lock-Up
Agreement is more fully described in the Prospectus and was filed as Exhibit A of Exhibit 1.1 to the Issuer’s Form S-1
Registration Statement (File No. 333-234184), and such description is incorporated herein by reference.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS. |
| EXHIBIT A |
Agreement of Joint Filing |
| EXHIBIT B |
Power of Attorney |
| EXHIBIT C |
Investors’ Rights
Agreement described in Item 6, filed as Exhibit 4.2 to the Issuer’s Form S-1 Registration Statement (File
No. 333-234184) is incorporated herein by reference. |
| EXHIBIT D |
Form of Lock-Up Agreement
described in Item 6, filed as Exhibit A of Exhibit 1.1 to the Issuer’s Form S-1 Registration Statement (File
No. 333-234184) is incorporated herein by reference. |
| CUSIP NO. 36338D108 | 13D | Page 8
of 11 |
SIGNATURES
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.
Date: February 20, 2024
| SOFINNOVA VENTURE PARTNERS IX, L.P., a Delaware Limited Partnership |
| | | |
| | By: SOFINNOVA MANAGEMENT IX, L.L.C., a Delaware
Limited Liability Company |
| | Its: | General Partner |
| | | |
| | | |
| | By: | /s/ Nathalie Auber |
| | | Nathalie Auber |
| | | Attorney-in-Fact |
| SOFINNOVA MANAGEMENT IX, L.L.C., a Delaware Limited Liability Company |
| | | |
| | | |
| | By: | /s/ Nathalie Auber |
| | | Nathalie Auber |
| | | Attorney-in-Fact |
| DR. JAMES I. HEALY |
| | | |
| | By: | /s/ Nathalie Auber |
| | | Nathalie Auber |
| | | Attorney-in-Fact |
| CUSIP NO. 36338D108 | 13D | Page 9
of 11 |
EXHIBIT INDEX
| Exhibit |
|
Description |
| |
|
|
| A |
|
Agreement of Joint Filing |
| B |
|
Power of Attorney |
| C |
|
Investors’ Rights
Agreement described in Item 6, filed as Exhibit 4.1 to the Issuer’s Form S-1 Registration Statement (File No. 333-234184)
is incorporated herein by reference. |
| D |
|
Form of Lock-Up Agreement
described in Item 6, filed as Exhibit A of Exhibit 1.1 to the Issuer’s Form S-1 Registration Statement (File
No. 333-234184) is incorporated herein by reference. |
| CUSIP NO. 36338D108 | 13D | Page 10
of 11 |
exhibit
A
Agreement of Joint Filing
The undersigned hereby agree
that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Galera Therapeutics, Inc. shall be filed on
behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.
Date: February 3, 2023
| SOFINNOVA VENTURE PARTNERS IX, L.P., a Delaware Limited Partnership |
| | | |
| | By: SOFINNOVA MANAGEMENT IX, L.L.C., a Delaware Limited
Liability Company |
| | Its: | General Partner |
| | | |
| | | |
| | By: | /s/ Nathalie Auber |
| | | Nathalie Auber |
| | | Attorney-in-Fact |
| SOFINNOVA MANAGEMENT IX, L.L.C., a Delaware Limited Liability Company |
| | | |
| | | |
| | By: | /s/ Nathalie Auber |
| | | Nathalie Auber |
| | | Attorney-in-Fact |
| DR. JAMES I. HEALY |
| | | |
| | By: | /s/ Nathalie Auber |
| | | Nathalie Auber |
| | | Attorney-in-Fact |
| CUSIP NO. 36338D108 | 13D | Page 11
of 11 |
exhibit
B
Power of Attorney
Nathalie Auber has signed
this Schedule 13D as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate
agencies.
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