# Obsidian Therapeutics, Inc. (OBX) — merger/scheme_of_arrangement [completed]
Source: SEC API (secapi.ai) · situation sit_6d21677a3ee273b56aef · retrieved 2026-08-11T15:53:10.965Z

## Overview
Obsidian Therapeutics is a clinical-stage biopharmaceutical company harnessing novel protein-regulation technology to develop engineered tumor-infiltrating lymphocyte cell therapies.

On August 3, 2026, Obsidian Therapeutics, Inc. (formerly Gazelle Parent, Inc.) completed two sequential mergers pursuant to an Agreement and Plan of Merger dated April 14, 2026. Obsidian Merger Sub merged with and into Legacy Obsidian Therapeutics, Inc., with Legacy Obsidian as the surviving entity, and immediately thereafter Galera Merger Sub merged with and into Galera Therapeutics, Inc., with Legacy Galera as the surviving entity. Concurrently with the merger agreement, Legacy Galera issued $350.0 million in Series C Non-Voting Convertible Preferred Stock to qualified institutional buyers and accredited investors (the "Concurrent PIPE Financing"). At the effective time of the mergers, Legacy Obsidian securityholders received approximately 31,831,595 shares of Parent Common Stock (51.6% ownership), Legacy Galera securityholders received approximately 730,057 shares (1.2% ownership), and PIPE investors received approximately 29,165,559 shares (47.2% ownership), resulting in approximately 61,727,211 shares outstanding. The mergers are intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.

## Terms
- Counterparty: Legacy Obsidian Therapeutics, Inc. and Galera Therapeutics, Inc. · Deal value: $350.0M · Consideration: mixed · Stake: 51.6%

## Key dates
- Completed 2026-08-03

## Timeline
- 2026-08-03 · 8-K (0001193125-26-330810): 8-K - Obsidian Therapeutics, Inc. — *Obsidian Therapeutics is a clinical-stage biopharmaceutical company harnessing novel protein-regulation technology to develop engineered tumor-infiltrating lymphocyte cell therapies.* On August 3, 2026, Obsidian Therapeutics, Inc. (formerly Gazelle Parent, Inc.) completed two sequential mergers pursuant to an Agreement and Plan of Merger dated April 14, 2026. Obsidian Merger Sub merged with and into Legacy Obsidian Therapeutics, Inc., with Legacy Obsidian as the surviving entity, and immediately thereafter Galera Merger Sub merged with and into Galera Therapeutics, Inc., with Legacy Galera as the surviving entity. Concurrently with the merger agreement, Legacy Galera issued $350.0 million in Series C Non-Voting Convertible Preferred Stock to qualified institutional buyers and accredited investors (the "Concurrent PIPE Financing"). At the effective time of the mergers, Legacy Obsidian securityholders received approximately 31,831,595 shares of Parent Common Stock (51.6% ownership), Legacy Galera securityholders received approximately 730,057 shares (1.2% ownership), and PIPE investors received approximately 29,165,559 shares (47.2% ownership), resulting in approximately 61,727,211 shares outstanding. The mergers are intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.
  https://www.sec.gov/Archives/edgar/data/2130606/0001193125-26-330810.txt

## Citations
- 0001193125-26-330810 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526330810