{"filing":{"accession_number":"0001193125-26-330810","cik":"0002130606","ticker":"OBX","company_name":"Obsidian Therapeutics, Inc.","form":"8-K","filing_date":"2026-08-03","report_date":"2026-07-31","primary_document":"d309963d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2130606/000119312526330810/d309963d8k.htm"},"events":[{"id":23237,"run_id":21011,"accession_number":"0001193125-26-330810","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"Obsidian Therapeutics completed a merger with Galera Therapeutics effective August 3, 2026, resulting in a combined company operating under the Obsidian name and trading on Nasdaq under ticker 'OBX'. The transaction included a concurrent $350 million private placement financing, with resulting ownership of approximately 51.6% Legacy Obsidian shareholders, 1.2% Legacy Galera shareholders, and 47.2% new PIPE investors.","company_name":"Obsidian Therapeutics, Inc.","ticker":"OBX","filing_date":"2026-08-03","form":"8-K","submitted_at":null,"items":[{"id":23413,"accession_number":"0001193125-26-330810","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 1.01 discloses the entry into material definitive agreements in connection with the consummation of mergers between Obsidian and Galera Therapeutics. The section explicitly states that \"As a result of the consummation of the Mergers (as defined in Item 2.01 of this Current Report on Form 8-K), the following agreements of our wholly owned subsidiaries...effectively became our agreements.\" The filing describes a $350 million concurrent PIPE financing, registration rights, contingent value rights, lock-up agreements, and indemnification agreements—all ancillary to the merger transaction. The press release confirms completion of the merger and the combined company's Nasdaq listing under ticker \"OBX,\" making this a material acquisition/change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:50:32.270706+00:00","company_name":"","ticker":null,"filing_date":""},{"id":23414,"accession_number":"0001193125-26-330810","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger transaction effective August 3, 2026, in which Gazelle Parent, Inc. (renamed Obsidian Therapeutics, Inc.) merged with Legacy Obsidian and Galera Therapeutics. The filing details the exchange ratios (0.1383 for Obsidian, 0.7019 for Galera), resulting share ownership (51.6% Legacy Obsidian, 1.2% Legacy Galera, 47.2% PIPE investors), and concurrent $350 million private placement financing. This is a material acquisition/merger completion with significant capital raising and ownership restructuring.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:50:32.270706+00:00","company_name":"","ticker":null,"filing_date":""},{"id":23415,"accession_number":"0001193125-26-330810","item_number":"2.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 2.02 disclosure centers on the completion of a merger transaction between Obsidian and Galera Therapeutics, combined with a concurrent $350 million private placement financing. The press release (EX-99.1) explicitly states \"Obsidian Therapeutics Completes Closing of Transaction with Galera Therapeutics\" and describes the combined company's ownership structure, cash position, and clinical pipeline. While Item 2.02 typically covers financial results, this filing uses it to disclose the material acquisition and financing completion, which is the principal event disclosed.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:50:32.270706+00:00","company_name":"","ticker":null,"filing_date":""},{"id":23417,"accession_number":"0001193125-26-330810","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 incorporates by reference Items 1.01, 2.01, 5.01 and 5.03, which are the standard items for merger and acquisition activity. The press release (EX-99.1) explicitly announces \"the completion of its previously announced transaction with Galera Therapeutics, Inc.\" with a concurrent $350 million private placement financing. The combined company will operate under the name Obsidian Therapeutics and begin trading on Nasdaq under ticker \"OBX\" on August 4, 2026. This is a material acquisition/merger transaction affecting security holders' rights through the exchange ratio and ownership structure (former Galera stockholders own ~1.2%, former Obsidian stockholders own ~51.6%, and new investors own ~47.2% of the combined company).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:50:32.270706+00:00","company_name":"","ticker":null,"filing_date":""},{"id":23419,"accession_number":"0001193125-26-330810","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses a change in control of Obsidian Therapeutics resulting from the completion of a merger with Galera Therapeutics. The press release (EX-99.1) confirms the transaction closed on August 3, 2026, with the combined company operating under the Obsidian name and trading on Nasdaq under ticker \"OBX.\" The merger involved a concurrent $350 million private placement financing, resulting in ownership distribution of approximately 1.2% (former Galera), 51.6% (former Obsidian), and 47.2% (new investors). This is a material acquisition/merger transaction that fundamentally changes control and ownership of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:50:32.270706+00:00","company_name":"","ticker":null,"filing_date":""},{"id":23420,"accession_number":"0001193125-26-330810","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 5.02 disclosure centers on the completion of a merger transaction between Obsidian Therapeutics and Galera Therapeutics, with the combined company operating under the Obsidian name. The section describes the reconstitution of the Board immediately upon closing of the Mergers on August 3, 2026, including the resignation of two directors (J. Mel Sorensen and Julie Feder) and the appointment of seven new directors designated by Legacy Obsidian. While Item 5.02 nominally covers director and officer changes, the controlling event here is the merger completion itself—the board changes are incidental consequences of the merger closing. The press release (EX-99.1) confirms \"Obsidian Therapeutics Completes Closing of Transaction with Galera Therapeutics\" and notes the combined company will trade under ticker \"OBX\" on Nasdaq, with a concurrent $350 million private placement. This is a material acquisition/merger event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:50:32.270706+00:00","company_name":"","ticker":null,"filing_date":""},{"id":23422,"accession_number":"0001193125-26-330810","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 7.01 disclosure announces the closing of a merger transaction between Obsidian Therapeutics and Galera Therapeutics, with the combined company operating under the Obsidian name and beginning Nasdaq trading on August 4, 2026. The press release explicitly states \"Obsidian Therapeutics Completes Closing of Transaction with Galera Therapeutics\" and describes the transaction details, including the exchange ratio and ownership structure post-closing. This is a material acquisition/merger completion event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:50:32.270706+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":23238,"run_id":21011,"accession_number":"0001193125-26-330810","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Obsidian Therapeutics completed an unregistered private placement of $350 million in equity securities concurrent with the merger closing, with investors including Balyasny Asset Management, Caligan Partners, and Eventide Asset Management acquiring approximately 47.2% of the combined company's outstanding common stock.","company_name":"Obsidian Therapeutics, Inc.","ticker":"OBX","filing_date":"2026-08-03","form":"8-K","submitted_at":null,"items":[{"id":23416,"accession_number":"0001193125-26-330810","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered private placement of $350 million in equity securities completed by Obsidian Therapeutics. The press release (EX-99.1) explicitly states that \"investors in the concurrent financing own approximately 47.2% of the combined company's outstanding common stock,\" representing a substantial dilutive issuance to new investors including Balyasny Asset Management, Caligan Partners, Eventide Asset Management, and others. This is a material capital raise typical of clinical-stage biotech companies and directly fits the dilutive_issuance taxonomy.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:50:32.270706+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":23239,"run_id":21011,"accession_number":"0001193125-26-330810","anchor_item_number":"4.01","event_type":"auditor_change","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"KPMG LLP was appointed as the independent registered public accounting firm for Obsidian Therapeutics, approved by the Board on August 3, 2026, effective upon completion of the merger transaction.","company_name":"Obsidian Therapeutics, Inc.","ticker":"OBX","filing_date":"2026-08-03","form":"8-K","submitted_at":null,"items":[{"id":23418,"accession_number":"0001193125-26-330810","item_number":"4.01","item_title":null,"event_type":"auditor_change","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Item 4.01 discloses the appointment of KPMG LLP as the independent registered public accounting firm for Obsidian Therapeutics, approved by the Board on August 3, 2026. This is a direct change in the registrant's certifying accountant, which is material to investors as it affects the audit and financial reporting oversight of the company, particularly in the context of a recently completed merger transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:50:32.270706+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":23240,"run_id":21011,"accession_number":"0001193125-26-330810","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"summary":"Amendments to the certificate of incorporation and bylaws of Obsidian Therapeutics became effective immediately prior to and upon completion of the merger, including a name change to 'Obsidian Therapeutics, Inc.', authorization of 500 million common shares and 10 million preferred shares, elimination of written consent rights, and establishment of advance notice procedures for stockholder proposals.","company_name":"Obsidian Therapeutics, Inc.","ticker":"OBX","filing_date":"2026-08-03","form":"8-K","submitted_at":null,"items":[{"id":23421,"accession_number":"0001193125-26-330810","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"Item 5.03 discloses amendments to Legacy Parent's certificate of incorporation and bylaws, effective immediately prior to and upon completion of the Mergers. The amendments include a name change to \"Obsidian Therapeutics, Inc.,\" authorization of 500 million common shares and 10 million preferred shares, elimination of written consent rights, and establishment of advance notice procedures for stockholder proposals. While these are routine governance documents, they are material because they reflect the structural changes accompanying the merger transaction and affect stockholder rights going forward. The reference to Items 2.01 and 3.03 indicates this is part of a larger M\u0026A event, but Item 5.03 itself addresses only the governance/charter amendments.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:50:32.270706+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":23413,"accession_number":"0001193125-26-330810","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 1.01 discloses the entry into material definitive agreements in connection with the consummation of mergers between Obsidian and Galera Therapeutics. The section explicitly states that \"As a result of the consummation of the Mergers (as defined in Item 2.01 of this Current Report on Form 8-K), the following agreements of our wholly owned subsidiaries...effectively became our agreements.\" The filing describes a $350 million concurrent PIPE financing, registration rights, contingent value rights, lock-up agreements, and indemnification agreements—all ancillary to the merger transaction. The press release confirms completion of the merger and the combined company's Nasdaq listing under ticker \"OBX,\" making this a material acquisition/change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:50:32.270706+00:00","company_name":"Obsidian Therapeutics, Inc.","ticker":"OBX","filing_date":"2026-08-03"},{"id":23414,"accession_number":"0001193125-26-330810","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger transaction effective August 3, 2026, in which Gazelle Parent, Inc. (renamed Obsidian Therapeutics, Inc.) merged with Legacy Obsidian and Galera Therapeutics. The filing details the exchange ratios (0.1383 for Obsidian, 0.7019 for Galera), resulting share ownership (51.6% Legacy Obsidian, 1.2% Legacy Galera, 47.2% PIPE investors), and concurrent $350 million private placement financing. This is a material acquisition/merger completion with significant capital raising and ownership restructuring.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:50:32.270706+00:00","company_name":"Obsidian Therapeutics, Inc.","ticker":"OBX","filing_date":"2026-08-03"},{"id":23415,"accession_number":"0001193125-26-330810","item_number":"2.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 2.02 disclosure centers on the completion of a merger transaction between Obsidian and Galera Therapeutics, combined with a concurrent $350 million private placement financing. The press release (EX-99.1) explicitly states \"Obsidian Therapeutics Completes Closing of Transaction with Galera Therapeutics\" and describes the combined company's ownership structure, cash position, and clinical pipeline. While Item 2.02 typically covers financial results, this filing uses it to disclose the material acquisition and financing completion, which is the principal event disclosed.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:50:32.270706+00:00","company_name":"Obsidian Therapeutics, Inc.","ticker":"OBX","filing_date":"2026-08-03"},{"id":23416,"accession_number":"0001193125-26-330810","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered private placement of $350 million in equity securities completed by Obsidian Therapeutics. The press release (EX-99.1) explicitly states that \"investors in the concurrent financing own approximately 47.2% of the combined company's outstanding common stock,\" representing a substantial dilutive issuance to new investors including Balyasny Asset Management, Caligan Partners, Eventide Asset Management, and others. This is a material capital raise typical of clinical-stage biotech companies and directly fits the dilutive_issuance taxonomy.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:50:32.270706+00:00","company_name":"Obsidian Therapeutics, Inc.","ticker":"OBX","filing_date":"2026-08-03"},{"id":23417,"accession_number":"0001193125-26-330810","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 incorporates by reference Items 1.01, 2.01, 5.01 and 5.03, which are the standard items for merger and acquisition activity. The press release (EX-99.1) explicitly announces \"the completion of its previously announced transaction with Galera Therapeutics, Inc.\" with a concurrent $350 million private placement financing. The combined company will operate under the name Obsidian Therapeutics and begin trading on Nasdaq under ticker \"OBX\" on August 4, 2026. This is a material acquisition/merger transaction affecting security holders' rights through the exchange ratio and ownership structure (former Galera stockholders own ~1.2%, former Obsidian stockholders own ~51.6%, and new investors own ~47.2% of the combined company).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:50:32.270706+00:00","company_name":"Obsidian Therapeutics, Inc.","ticker":"OBX","filing_date":"2026-08-03"},{"id":23418,"accession_number":"0001193125-26-330810","item_number":"4.01","item_title":null,"event_type":"auditor_change","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Item 4.01 discloses the appointment of KPMG LLP as the independent registered public accounting firm for Obsidian Therapeutics, approved by the Board on August 3, 2026. This is a direct change in the registrant's certifying accountant, which is material to investors as it affects the audit and financial reporting oversight of the company, particularly in the context of a recently completed merger transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:50:32.270706+00:00","company_name":"Obsidian Therapeutics, Inc.","ticker":"OBX","filing_date":"2026-08-03"},{"id":23419,"accession_number":"0001193125-26-330810","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses a change in control of Obsidian Therapeutics resulting from the completion of a merger with Galera Therapeutics. The press release (EX-99.1) confirms the transaction closed on August 3, 2026, with the combined company operating under the Obsidian name and trading on Nasdaq under ticker \"OBX.\" The merger involved a concurrent $350 million private placement financing, resulting in ownership distribution of approximately 1.2% (former Galera), 51.6% (former Obsidian), and 47.2% (new investors). This is a material acquisition/merger transaction that fundamentally changes control and ownership of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:50:32.270706+00:00","company_name":"Obsidian Therapeutics, Inc.","ticker":"OBX","filing_date":"2026-08-03"},{"id":23420,"accession_number":"0001193125-26-330810","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 5.02 disclosure centers on the completion of a merger transaction between Obsidian Therapeutics and Galera Therapeutics, with the combined company operating under the Obsidian name. The section describes the reconstitution of the Board immediately upon closing of the Mergers on August 3, 2026, including the resignation of two directors (J. Mel Sorensen and Julie Feder) and the appointment of seven new directors designated by Legacy Obsidian. While Item 5.02 nominally covers director and officer changes, the controlling event here is the merger completion itself—the board changes are incidental consequences of the merger closing. The press release (EX-99.1) confirms \"Obsidian Therapeutics Completes Closing of Transaction with Galera Therapeutics\" and notes the combined company will trade under ticker \"OBX\" on Nasdaq, with a concurrent $350 million private placement. This is a material acquisition/merger event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:50:32.270706+00:00","company_name":"Obsidian Therapeutics, Inc.","ticker":"OBX","filing_date":"2026-08-03"},{"id":23421,"accession_number":"0001193125-26-330810","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"Item 5.03 discloses amendments to Legacy Parent's certificate of incorporation and bylaws, effective immediately prior to and upon completion of the Mergers. The amendments include a name change to \"Obsidian Therapeutics, Inc.,\" authorization of 500 million common shares and 10 million preferred shares, elimination of written consent rights, and establishment of advance notice procedures for stockholder proposals. While these are routine governance documents, they are material because they reflect the structural changes accompanying the merger transaction and affect stockholder rights going forward. The reference to Items 2.01 and 3.03 indicates this is part of a larger M\u0026A event, but Item 5.03 itself addresses only the governance/charter amendments.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:50:32.270706+00:00","company_name":"Obsidian Therapeutics, Inc.","ticker":"OBX","filing_date":"2026-08-03"},{"id":23422,"accession_number":"0001193125-26-330810","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 7.01 disclosure announces the closing of a merger transaction between Obsidian Therapeutics and Galera Therapeutics, with the combined company operating under the Obsidian name and beginning Nasdaq trading on August 4, 2026. The press release explicitly states \"Obsidian Therapeutics Completes Closing of Transaction with Galera Therapeutics\" and describes the transaction details, including the exchange ratio and ownership structure post-closing. This is a material acquisition/merger completion event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T00:50:32.270706+00:00","company_name":"Obsidian Therapeutics, Inc.","ticker":"OBX","filing_date":"2026-08-03"}]}