SELLAS Life Sciences Reports Material Definitive Agreement

TL;DR

**SELLAS signed a big deal, but the 8-K gives no details, leaving investors guessing.**

AI Summary

SELLAS Life Sciences Group, Inc. filed an 8-K on January 8, 2024, reporting an "Entry into a Material Definitive Agreement" and "Other Events" that occurred on January 4, 2024. While the filing indicates a significant agreement, the specific details of this agreement, including names, dollar amounts, or the nature of the transaction, are not disclosed within the provided text. This matters to investors because a material definitive agreement can significantly impact the company's financial health, strategic direction, and future stock performance, but without details, the impact remains unknown.

Why It Matters

This filing signals a potentially significant business development for SELLAS Life Sciences, but the lack of specific details means investors are left in the dark about its implications.

Risk Assessment

Risk Level: medium — The filing indicates a material event without providing any specifics, creating uncertainty and potential for future volatility.

Analyst Insight

A smart investor would await further disclosures from SELLAS Life Sciences Group, Inc. regarding the specifics of the 'Material Definitive Agreement' before making any investment decisions, as the current filing lacks actionable information.

Key Players & Entities

• SELLAS Life Sciences Group, Inc. (company) — the registrant filing the 8-K
• January 4, 2024 (date) — date of the earliest event reported
• January 8, 2024 (date) — date the 8-K was filed

Forward-Looking Statements

• SELLAS Life Sciences Group, Inc. will file another 8-K or press release detailing the specifics of the 'Material Definitive Agreement'. (SELLAS Life Sciences Group, Inc.) — high confidence, target: 2024-02-08

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share SLS The Nasdaq St
• $0 — ogether at a combined offering price of $0.75, and each Pre-Funded Warrant and acc
• $0.7499 — ogether at a combined offering price of $0.7499. The Common Warrants have an exercise p
• $0.75 — mmon Warrants have an exercise price of $0.75 per share, are immediately exercisable
• $9.0 million — ny from the Offering were approximately $9.0 million before deducting the placement agents'
• $60,000 — ble fees of legal counsel not to exceed $60,000. The Placement Agent Agreement also con

Filing Documents

• tm242414d1_8k.htm (8-K) — 36KB
• tm242414d1_ex1-1.htm (EX-1.1) — 48KB
• tm242414d1_ex4-1.htm (EX-4.1) — 91KB
• tm242414d1_ex4-2.htm (EX-4.2) — 97KB
• tm242414d1_ex5-1.htm (EX-5.1) — 12KB
• tm242414d1_ex10-1.htm (EX-10.1) — 237KB
• tm242414d1_ex99-1.htm (EX-99.1) — 11KB
• tm242414d1_ex5-1img001.jpg (GRAPHIC) — 3KB
• tm242414d1_ex5-1img002.jpg (GRAPHIC) — 2KB
• tm242414d1_ex99-1img001.jpg (GRAPHIC) — 6KB
• 0001104659-24-002295.txt ( ) — 844KB
• sls-20240104.xsd (EX-101.SCH) — 3KB
• sls-20240104_lab.xml (EX-101.LAB) — 33KB
• sls-20240104_pre.xml (EX-101.PRE) — 22KB
• tm242414d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On January 4, 2024, SELLAS Life Sciences Group, Inc., a Delaware corporation (the "Company"), entered into Securities Purchase Agreements (the "Purchase Agreements") with certain investors (the "Purchasers). The Purchase Agreements provide for the sale and issuance by the Company (the "Offering") of (i) an aggregate of 10,130,000 shares (the "Shares") of common stock, par value $0.0001 per share, of the Company ("Common Stock") and (ii) an aggregate of 1,870,000 pre-funded warrants exercisable for shares of Common Stock (the "Pre-Funded Warrants"), together with common warrants ("Common Warrants") to purchase up to 12,000,000 shares of Common Stock. Each share of Common Stock and accompanying Common Warrant were sold together at a combined offering price of $0.75, and each Pre-Funded Warrant and accompanying Common Warrant were sold together at a combined offering price of $0.7499. The Common Warrants have an exercise price of $0.75 per share, are immediately exercisable and will expire five years from the initial exercise date. The aggregate gross proceeds to the Company from the Offering were approximately $9.0 million before deducting the placement agents' fees and related offering expenses. The Pre-Funded Warrants were sold, in lieu of shares of Common Stock, to certain Purchasers so that the purchase of shares of Common Stock in the Offering by such Purchasers would not otherwise result in any Purchaser, together with its affiliates and certain related parties, beneficially owning more than 9.99% of the Company's outstanding Common Stock immediately following the consummation of the Offering. Each Pre-Funded Warrant represents the right to purchase one share of Common Stock at an exercise price of $0.0001 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are exercised in full. The Purchasers may not exercise any portion of the Pr

01. Other Events

Item 8.01. Other Events On January 4, 2024, the Company issued a press release (the "Pricing Press Release") announcing the pricing of the Offering. A copy of the Pricing Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 1.1 Form of Placement Agent Agreement. 4.1 Form of Pre-Funded Warrant. 4.2 Form of Common Warrant. 5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 10.1 Form of Securities Purchase Agreement, dated as of January 4, 2024, by and among SELLAS Life Sciences Group, Inc. and the purchasers party thereto. 23.1 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1). 99.1 Pricing Press Release, dated January 4, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

SIGNATURES 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. SELLAS Life Sciences Group, Inc. Date: January 8, 2024 By: /s/ Barbara A. Wood Name: Barbara A. Wood Title: Executive Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR