SELLAS Life Sciences Secures $50M Financing for GPS Commercialization

TL;DR

SELLAS just locked down up to $50M in financing to get their GPS drug to market. Big move for commercialization!

AI Summary

On July 30, 2024, SELLAS Life Sciences Group, Inc. entered into a material definitive agreement related to its Galinpepimut-S (GPS) drug. This agreement involves a royalty-backed financing facility of up to $50 million, with an initial tranche of $15 million, to support the commercialization of GPS.

Why It Matters

This financing provides crucial capital for SELLAS to advance the commercial launch of its lead drug candidate, Galinpepimut-S, potentially impacting patient access and the company's future revenue streams.

Risk Assessment

Risk Level: medium — The company is relying on future drug commercialization and financing, which carries inherent market and regulatory risks.

Key Numbers

• $50.0M — Financing Facility (Total potential capital for commercialization of GPS)
• $15.0M — Initial Tranche (Immediate funding available from the financing)

Key Players & Entities

• SELLAS Life Sciences Group, Inc. (company) — Registrant
• Galinpepimut-S (GPS) (drug) — Lead drug candidate
• $50 million (dollar_amount) — Maximum royalty-backed financing facility
• $15 million (dollar_amount) — Initial tranche of financing
• July 30, 2024 (date) — Date of material definitive agreement

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share SLS The Nasdaq St
• $1 — ogether at a combined offering price of $1.325, and each Pre-Funded Warrant and ac
• $1.3249 — ogether at a combined offering price of $1.3249. The Common Warrants have an exercise p
• $1.20 — mmon Warrants have an exercise price of $1.20 per share, are immediately exercisable
• $21.0 million — ny from the Offering were approximately $21.0 million before deducting the placement agent's
• $60,000 — ble fees of legal counsel not to exceed $60,000. The Placement Agent Agreement also con

Filing Documents

• tm2420683d1_8k.htm (8-K) — 38KB
• tm2420683d1_ex1-1.htm (EX-1.1) — 48KB
• tm2420683d1_ex4-1.htm (EX-4.1) — 85KB
• tm2420683d1_ex4-2.htm (EX-4.2) — 89KB
• tm2420683d1_ex5-1.htm (EX-5.1) — 12KB
• tm2420683d1_ex10-1.htm (EX-10.1) — 213KB
• tm2420683d1_ex99-1.htm (EX-99.1) — 9KB
• tm2420683d1_ex5-1img001.jpg (GRAPHIC) — 6KB
• 0001104659-24-084952.txt ( ) — 796KB
• sls-20240730.xsd (EX-101.SCH) — 3KB
• sls-20240730_lab.xml (EX-101.LAB) — 33KB
• sls-20240730_pre.xml (EX-101.PRE) — 22KB
• tm2420683d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On July 30, 2024, SELLAS Life Sciences Group, Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with an institutional investor (the "Investor"), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investor (the "Offering"), (i) an aggregate of 6,370,070 shares (the "Shares") of common stock, par value $0.0001 per share, of the Company ("Common Stock") and (ii) an aggregate of 9,478,986 pre-funded warrants exercisable for shares of Common Stock (the "Pre-Funded Warrants"), together with common warrants ("Common Warrants") to purchase up to 15,849,056 shares of Common Stock. Each share of Common Stock and accompanying Common Warrant were sold together at a combined offering price of $1.325, and each Pre-Funded Warrant and accompanying Common Warrant were sold together at a combined offering price of $1.3249. The Common Warrants have an exercise price of $1.20 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 $21.0 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 Investor so that the purchase of shares of Common Stock in the Offering by the Investor would not otherwise result in the Investor, 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

01. Other Events

Item 8.01. Other Events On July 31, 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 July 30, 2024, by and among SELLAS Life Sciences Group, Inc. and the purchaser 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 July 31, 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: August 1, 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