Sofinnova Amends Galera Therapeutics Stake

TL;DR

**Sofinnova just updated their stake in Galera Therapeutics, signaling a change in their investment position.**

AI Summary

Sofinnova Venture Partners IX, L.P. and its affiliates, including Sofinnova Management IX, L.L.C. and Dr. James I. Healy, filed an Amendment No. 2 to their Schedule 13D on February 20, 2024, regarding their ownership in Galera Therapeutics, Inc. The filing indicates a change in their beneficial ownership of Galera Therapeutics' Common Stock, par value $0.001, with CUSIP Number 36338D108. Nathalie Auber of Sofinnova Investments, Inc. is authorized to receive notices.

Why It Matters

This amendment signals a change in the investment position of a significant institutional investor in Galera Therapeutics, which could influence market perception and future strategic decisions for the company.

Risk Assessment

Risk Level: medium — The filing is an amendment to a Schedule 13D, indicating a change in beneficial ownership, but without specific details on the nature or magnitude of the change, it doesn't inherently suggest high or low risk.

Key Players & Entities

• Sofinnova Venture Partners IX, L.P. (company) — filer
• Galera Therapeutics, Inc. (company) — subject company
• Dr. James I. Healy (person) — group member
• Sofinnova Management IX, L.L.C. (company) — group member
• Nathalie Auber (person) — authorized to receive notices for Sofinnova Investments, Inc.
• $0.001 (dollar_amount) — par value of common stock

FAQ

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securitie
• $1.65 — from the Issuer at a purchase price of $1.65 per share in a closing that occurred in
• $15,000,000 — sing that occurred in November 2016, or $15,000,000 in the aggregate. SVP IX purchased an
• $2.2143 — from the Issuer at a purchase price of $2.2143 per share in a closing that occurred Au
• $6,000,000 — a closing that occurred August 2018, or $6,000,000 in the aggregate. CUSIP NO. 36338D108
• $12.00 — hased 750,000 shares of Common Stock at $12.00 per share, or $9,000,000 in the aggrega
• $9,000,000 — of Common Stock at $12.00 per share, or $9,000,000 in the aggregate. Such purchase occurre
• $0.2097 — 00 shares of Common Stock at a price of $0.2097 per share, or $157,275.00 in the aggreg
• $157,275.00 — ock at a price of $0.2097 per share, or $157,275.00 in the aggregate, in open market sales.
• $0.1918 — 48 shares of Common Stock at a price of $0.1918 per share, or $24,137.65 in the aggrega
• $24,137.65 — ock at a price of $0.1918 per share, or $24,137.65 in the aggregate, in open market sales.
• $0.1817 — 40 shares of Common Stock at a price of $0.1817 per share, or $100,832.60 in the aggreg
• $100,832.60 — ock at a price of $0.1817 per share, or $100,832.60 in the aggregate, in open market sales.
• $0.1808 — 15 shares of Common Stock at a price of $0.1808 per share, or $46,594.87 in the aggrega
• $46,594.87 — ock at a price of $0.1808 per share, or $46,594.87 in the aggregate, in open market sales.

Filing Documents

• tm246499d2_sc13da.htm (SC 13D/A) — 92KB
• 0001104659-24-025667.txt ( ) — 94KB

SECURITY AND ISSUER

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.

IDENTITY AND BACKGROUND

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.

SOURCE AND AMOUNT OF FUNDS

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 aggregat

PURPOSE OF TRANSACTION

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.

INTEREST IN SECURITIES OF THE

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

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS

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

MATERIAL TO BE FILED AS EXHIBITS

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

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 N

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