SELLAS Life Sciences Group Files 8-K

TL;DR

SELLAS Life Sciences Group filed an 8-K on March 15, 2024, detailing a material definitive agreement and other corporate events.

AI Summary

On March 15, 2024, SELLAS Life Sciences Group, Inc. announced a material definitive agreement related to its Galinpepimut-S (GPS) drug. The company also reported on other events and filed financial statements and exhibits. This filing provides updates on the company's ongoing development and potential partnerships for its lead drug candidate.

Why It Matters

This 8-K filing indicates significant corporate activity and potential strategic moves for SELLAS Life Sciences Group, which could impact its stock price and future development of its drug candidates.

Risk Assessment

Risk Level: medium — 8-K filings can signal important corporate developments, but the specific impact depends on the details within the agreement and other reported events.

Key Players & Entities

• SELLAS Life Sciences Group, Inc. (company) — Registrant
• Galinpepimut-S (GPS) (drug) — Lead drug candidate
• March 15, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share SLS The Nasdaq St
• $1 — k is being sold at an offering price of $1.535, and each Pre-Funded Warrant is bei
• $1.5349 — t is being sold at an offering price of $1.5349. The aggregate gross proceeds to the Co
• $20.0 million — fering are expected to be approximately $20.0 million before deducting the placement agent's
• $1.41 — mmon Warrants") at an exercise price of $1.41 per share. Each Common Warrant will be
• $60,000 — ble fees of legal counsel not to exceed $60,000. The Placement Agent Agreement also con

Filing Documents

• tm248987d1_8k.htm (8-K) — 40KB
• tm248987d1_ex1-1.htm (EX-1.1) — 56KB
• tm248987d1_ex4-1.htm (EX-4.1) — 92KB
• tm248987d1_ex4-2.htm (EX-4.2) — 104KB
• tm248987d1_ex5-1.htm (EX-5.1) — 11KB
• tm248987d1_ex10-1.htm (EX-10.1) — 276KB
• tm248987d1_ex99-1.htm (EX-99.1) — 11KB
• tm248987d1_ex5-1img001.jpg (GRAPHIC) — 3KB
• tm248987d1_ex5-1img002.jpg (GRAPHIC) — 2KB
• tm248987d1_ex99-1img01.jpg (GRAPHIC) — 7KB
• 0001104659-24-035028.txt ( ) — 914KB
• sls-20240315.xsd (EX-101.SCH) — 3KB
• sls-20240315_lab.xml (EX-101.LAB) — 33KB
• sls-20240315_pre.xml (EX-101.PRE) — 22KB
• tm248987d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On March 15, 2024, SELLAS Life Sciences Group, Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with institutional investors (the "Investors"), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investors (the "Registered Offering"), (i) an aggregate of 11,000,000 shares (the "Shares") of common stock, par value $0.0001 per share, of the Company ("Common Stock") and (ii) an aggregate of 2,029,316 pre-funded warrants exercisable for shares of Common Stock (the "Pre-Funded Warrants") to the Investors. Each share of Common Stock is being sold at an offering price of $1.535, and each Pre-Funded Warrant is being sold at an offering price of $1.5349. The aggregate gross proceeds to the Company from the Offering are expected to be approximately $20.0 million before deducting the placement agent's fees and related offering expenses. The Pre-Funded Warrants were sold, in lieu of shares of Common Stock, to the Investors such that the Investors' purchase of shares of Common Stock in the Offering would not otherwise result in the Investor, together with their affiliates and certain related parties, beneficially owning more than 4.99% or 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 Shares and Pre-Funded Warrants were offered by the Company pursuant to a registration statement on Form S-3 (File No. 333-255318), which was filed with the Securities and Exchange Commission (the "Commission") on April 16, 2021 and was declared effective by the Commission on April 29, 2021

01. Other Events

Item 8.01. Other Events On March 15, 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 March 15, 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 March 15, 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: March 15, 2024 By: /s/ John T. Burns Name: John T. Burns Title: Senior Vice President, Chief Financial Officer

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View this 8-K filing on SEC EDGAR