Statement of Ownership (sc 13g)
February 11 2022 - 05:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act
of 1934
Galera Therapeutics,
Inc.
(Name of Issuer)
Common Shares
(Title of Class of
Securities)
36338D108
(CUSIP Number)
February 4, 2022
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is
filed:
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o |
Rule 13d-1(b) |
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x |
Rule 13d-1(c) |
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o |
Rule 13d-1(d) |
*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).
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CUSIP No. 36338D108 |
13G |
Page 2 of 9 Pages |
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1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rosalind Advisors, Inc. |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF
ORGANIZATION
ONTARIO, CANADA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
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5. |
SOLE VOTING POWER
0 |
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6. |
SHARED VOTING POWER
1,543,783 |
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7. |
SOLE DISPOSITIVE POWER
0 |
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8. |
SHARED DISPOSITIVE POWER
1,543,783 |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,543,783 |
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10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions)
o |
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11. |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
5.8%1 |
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12. |
TYPE OF REPORTING PERSON (see
instructions)
CO |
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1 This percentage is calculated based
upon 26,438,767 shares of the Issuer's common stock outstanding as
of November 5th, 2021 in accordance with 10-Q filed on November
10th, 2021.
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CUSIP No. 36338D108 |
13G |
Page 3 of 9 Pages |
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1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven Salamon |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (aee instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF
ORGANIZATION
ONTARIO, CANADA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
5. |
SOLE VOTING POWER
0 |
|
|
|
6. |
SHARED VOTING POWER
1,543,783 |
|
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7. |
SOLE DISPOSITIVE POWER
0 |
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8. |
SHARED DISPOSITIVE POWER
1,543,783 |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,543,783 |
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10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions)
o |
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11. |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
5.8%1 |
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12. |
TYPE OF REPORTING PERSON (see
instructions)
IN |
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1 This percentage is calculated based
upon 26,438,767 shares of the Issuer's common stock outstanding as
of November 5th, 2021 in accordance with 10-Q filed on November
10th, 2021.
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CUSIP No. 36338D108 |
13G |
Page 4 of 9 Pages |
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1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gilad Aharon |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF
ORGANIZATION
ONTARIO, CANADA |
|
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
5. |
SOLE VOTING POWER
0 |
|
|
|
6. |
SHARED VOTING POWER
1,543,783 |
|
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|
7. |
SOLE DISPOSITIVE POWER
0 |
|
|
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8. |
SHARED DISPOSITIVE POWER
1,543,783 |
|
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|
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,543,783 |
|
|
|
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions)
o |
|
|
|
|
11. |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
5.8%1 |
|
|
|
|
12. |
TYPE OF REPORTING PERSON (see
instructions)
IN |
|
|
|
|
|
|
|
1 This percentage is calculated based
upon 26,438,767 shares of the Issuer's common stock outstanding as
of November 5th, 2021 in accordance with 10-Q filed on November
10th, 2021.
|
CUSIP No. 36338D108 |
13G |
Page 5 of 9 Pages |
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1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rosalind Master Fund L.P. |
|
|
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions) |
|
|
|
(a) |
o |
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(b) |
o |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF
ORGANIZATION
CAYMAN ISLANDS |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
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5. |
SOLE VOTING POWER
0 |
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6. |
SHARED VOTING POWER
1,543,783 |
|
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7. |
SOLE DISPOSITIVE POWER
0 |
|
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8. |
SHARED DISPOSITIVE POWER
1,543,783 |
|
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|
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,543,783 |
|
|
|
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions)
o |
|
|
|
|
11. |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
5.8%1 |
|
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12. |
TYPE OF REPORTING PERSON (see
instructions)
PN |
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|
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1 This percentage is calculated based
upon 26,438,767 shares of the Issuer's common stock outstanding as
of November 5th, 2021 in accordance with 10-Q filed on November
10th, 2021.
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CUSIP No. 36338D108 |
13G |
Page 6 of 9 Pages |
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Item 1. |
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(a) |
Name of Issuer: Galera Therapeutics,
Inc. |
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(b) |
Address of Issuer’s Principal
Executive Offices
2 W. Liberty Blvd #100
Malvern, Pennsylvania |
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Item 2. |
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(a) |
Name of Person Filing
Rosalind Advisors, Inc. (“Advisor” to
RMF)
Rosalind Master Fund L.P.
(“RMF”)
Steven Salamon
(“President”)
Steven Salamon is the portfolio
manager of the Advisor which advises RMF.
Gilad Aharon is the portfolio manager
and member of the Advisor which advises RMF.
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(b) |
Address of the Principal Office or, if none, residence
Rosalind Advisors, Inc.
175
Bloor Street East
Suite
1316, North Tower
Toronto, Ontario
M4W
3R8 Canada
Rosalind Master Fund L.P.
P.O.
Box 309
Ugland House, Grand Cayman
KY1-1104, Cayman Islands
Steven Salamon
175
Bloor Street East
Suite
1316, North Tower
Toronto, Ontario
M4W
3R8 Canada
Gilad
Aharon
175
Bloor Street East
Suite
1316, North Tower
Toronto, Ontario
M4W 3R8 Canada
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(c) |
Citizenship
Rosalind Advisors, Inc.: Ontario,
Canada
Rosalind Master Fund L.P.: Cayman
Islands
Steven Salamon: Ontario, Canada
Gilad Aharon: Ontario, Canada
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(d) |
Title of Class of Securities
Common Stock |
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(e) |
CUSIP Number
36338D108 |
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CUSIP No. 36338D108 |
13G |
Page 7 of 9 Pages |
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Item 3. |
If this statement is filed
pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is a: |
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(a) |
o |
Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78o). |
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(b) |
o |
Bank as defined in section 3(a)(6) of
the Act (15 U.S.C. 78c). |
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(c) |
o |
Insurance company as defined in
section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
o |
Investment company registered under
section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8). |
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(e) |
o |
An investment adviser in accordance
with §240.13d-1(b)(1)(ii)(E). |
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(f) |
o |
An employee benefit plan or endowment
fund in accordance with §240.13d-1(b)(1)(ii)(F). |
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(g) |
o |
A parent holding company or control
person in accordance with §240.13d-1(b)(1)(ii)(G). |
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(h) |
o |
A savings associations as defined in
Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813). |
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(i) |
o |
A church plan that is excluded from
the definition of an investment company under section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
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(j) |
o |
Group, in accordance with §
240.13d–1(b)(1)(ii)(J). |
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Item 4. |
Ownership. |
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Provide the following information
regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned:
Rosalind Master Fund L.P. is the
record owner of 1,543,783 shares of common stock.
Rosalind Advisors, Inc. is the investment advisor to RMF and may be
deemed to be the beneficial owner of shares held by RMF. Steven
Salamon is the portfolio manager of the Advisor and may be deemed
to be the beneficial owner of shares held by RMF. Notwithstanding
the foregoing, the Advisor and Mr. Salamon disclaim beneficial
ownership of the shares.
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(b) |
Percent of class:
Rosalind Advisors, Inc. - 5.8%
Rosalind Master Fund L.P. - 5.8%
Steven Salamon - 5.8%
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CUSIP No. 36338D108 |
13G |
Page 8 of 9 Pages |
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(c) |
Number of shares as to which the
person has:
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(i) |
Shared power to vote or to direct the
vote
Rosalind Advisors, Inc. -
1,543,783
Rosalind Master Fund L.P. - 1,543,783
Steven Salamon - 1,543,783
Gilad Aharon - 1,543,783
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(ii) |
Sole power to dispose or to direct
the disposition of - 0
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(iii) |
Shared power to dispose or to direct
the disposition of
Rosalind Advisors, Inc. -
1,543,783
Rosalind Master Fund L.P. - 1,543,783
Steven Salamon - 1,543,783
Gilad Aharon - 1,543,783
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Instruction. For
computations regarding securities which represent a right to
acquire an underlying security see
§240.13d-3(d)(1). |
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Item 5. |
Ownership of Five Percent or Less
of a Class. |
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If this statement is being filed to
report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the
class of securities, check the
following o. |
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Instruction. Dissolution of a
group requires a response to this item.
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Item 6. |
Ownership of More than Five
Percent on Behalf of Another Person. |
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Item 7-9. |
Not Applicable |
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CUSIP No. 36338D108 |
13G |
Page 9 of 9 Pages |
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Item 10. |
Certification. |
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By signing below I certify that, to
the best of my knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
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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.
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2/11/2022 |
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Date
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/s/
Steven Salamon
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Signature |
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Steven Salamon/President Rosalind Advisors, Inc.
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Name/Title |
Galera Therapeutics (NASDAQ:GRTX)
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