false 0001563577 0001563577 2023-01-24 2023-01-24





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 24, 2023




(Exact name of registrant as specified in its charter)




Delaware   001-39114   46-1454898

(State or other jurisdiction of

incorporation or organization)



File Number)


(I.R.S. Employer

Identification No.)

2 W Liberty Blvd #100

Malvern, PA 19355

(Address of principal executive offices) (Zip Code)

(610) 725-1500

(Registrant’s telephone number, include area code)


(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class




Name of each exchange

on which registered

Common Stock, $0.001 par value per share   GRTX  

The Nasdaq Stock Market LLC

(Nasdaq Global Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒




Item 8.01.

Other Events.

On January 24, 2023, Galera Therapeutics, Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) stating that (i) the Nasdaq Listing Qualifications staff had determined that the Company had regained compliance with the minimum Market Value of Listed Securities (“MVLS”) of $50,000,000 required for continued listing on The Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”), (ii) the Company is therefore in compliance with all Nasdaq Global Market listing requirements, (iii) the hearing before the Nasdaq Hearings Panel (“Panel”) scheduled for January 26, 2023 has been cancelled, and (iv) as a result, the Company’s securities will continue to be listed and traded on The Nasdaq Global Market.

As previously reported, on December 6, 2022, the Company received a letter from Nasdaq indicating that the Company had not regained compliance with the MVLS Requirement during the 180-day compliance period that ended on December 5, 2022, and that, unless the Company requested a hearing before a Panel to appeal Nasdaq’s delisting determination by 4:00 p.m. Eastern Time on December 13, 2022, trading of the Company’s common stock will be suspended at the opening of business on December 15, 2022, and the Company’s common stock would be delisted from The Nasdaq Global Market. The Company requested a hearing, which was scheduled for January 26, 2023.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: January 25, 2023     By:  

/s/ J. Mel Sorensen, M.D.

      J. Mel Sorensen, M.D.
      President and Chief Executive Officer
Galera Therapeutics (NASDAQ:GRTX)
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