Galera Therapeutics : Failure to Satisfy Listing Rule - Form 8-K

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 21, 2024, Galera Therapeutics, Inc. (the "Company") received a letter from the Nasdaq Listing Qualifications staff (the "Staff") of The Nasdaq Stock Market ("Nasdaq") indicating that the Company has not 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 "Minimum MVLS Requirement"), and (ii) the requirement that for 30 consecutive business days, the bid price for the Company's common stock, par value $0.001 per share (the "Common Stock"), closes above the $1.00 per share minimum bid price requirement for continued inclusion on The Nasdaq Global Market as set forth in Nasdaq Listing Rule 5450(a)(1) (the "Minimum Bid Price Requirement" and, together with the Minimum MVLS Requirement, the ("Rules"). The letter stated that unless the Company requests a hearing before a Nasdaq Hearing Panel ("Panel") to appeal Nasdaq's delisting determination by 4:00 p.m. Eastern Time on March 28, 2024, trading of the Company's common stock will be suspended at the opening of business on April 2, 2024, and the Company's common stock will be delisted from The Nasdaq Global Market.

Additionally, on March 26, 2024, the Company received a letter from the Staff indicating that the Company has not regained compliance with the minimum Market Value of Publicly Held Shares ("MVPHS") of $15,000,000 required for continued listing on The Nasdaq Global Market as set forth in Nasdaq Listing Rule 5450(b)(2)(C) (the "Minimum MVPHS Requirement"), and that, unless the Company requests a hearing before a Panel to appeal Nasdaq's delisting determination by 4:00 p.m. Eastern Time on April 2, 2024, trading of the Company's common stock will be suspended at the opening of business on April 3, 2024, and the Company's common stock will be delisted from The Nasdaq Global Market.

The Company intends to request a hearing before a Panel at which it will request continued listing pending its return to compliance. The Company's hearing request will stay the suspension of trading and delisting of the Company's common stock pending the conclusion of the hearing process. Consequently, the Company expects its common stock to remain listed on The Nasdaq Global Market at least until the Panel renders a decision following the hearing. In connection with the hearing, the Company may ask the Panel to transfer its listing to The Nasdaq Capital Market pursuant to a listing "exception." In such an event, the applicable continued listing requirements would be, among other things, a market value of publicly held shares of $1,000,000 and all of the other initial listing criteria of The Nasdaq Capital Market, except the bid price requirement. There can be no assurance that the Panel will grant the Company's request for a suspension of delisting or continued listing on The Nasdaq Global Market or transfer of listing to The Nasdaq Capital Market.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K("Form 8-K")contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Form 8-Kthat do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, statements regarding the Company's intent to request a hearing before a Panel and to request a transfer of its listing to The Nasdaq Capital Market, and the Company's expectations regarding how long it will remain listed on The Nasdaq Global Market. The Company's actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, including the risk that the Company may not be successful in its appeal to a Panel, the risk that the Company may not otherwise meet the requirements for continued listing under the Nasdaq Listing Rules, the risk that Nasdaq may not grant the Company relief from delisting if necessary, and the risk that the Company may not ultimately meet applicable Nasdaq requirements if any such relief is necessary, among other risks and uncertainties. These and other important factors discussed under the caption "Risk Factors" in the Company's Annual Report on Form 10-K forthe year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission ("SEC"), and the Company's other filings with the SEC, including the Company's Quarterly Report on Form 10-Qfor the period ended September 30, 2023, could cause actual results to differ materially from those indicated by the forward-looking statements made in this Form 8-K. Any forward-lookingstatements speak only as of the date of this Form 8-K andare based on information available to the Company as of the date of this Form 8-K, andthe Company assumes no obligation to, and does not intend to, update any forward-looking statements, whether as a result of new information, future events or otherwise.