SELLAS Life Sciences Group Enters Material Definitive Agreement

TL;DR

SELLAS Life Sciences Group just signed a big deal, filing an 8-K today.

AI Summary

On January 28, 2025, SELLAS Life Sciences Group, Inc. entered into a material definitive agreement. The company, previously known as Galena Biopharma, Inc. and RXi Pharmaceuticals Corp, is incorporated in Delaware and operates in the Pharmaceutical Preparations industry.

Why It Matters

This filing indicates a significant new agreement for SELLAS Life Sciences Group, which could impact its future operations and strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks and opportunities that are not yet fully understood.

Key Players & Entities

• SELLAS Life Sciences Group, Inc. (company) — Registrant
• Galena Biopharma, Inc. (company) — Former Company Name
• RXi Pharmaceuticals Corp (company) — Former Company Name
• January 28, 2025 (date) — Date of earliest event reported

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 $1.27, and each Pre-Funded Warrant and acc
• $1.2699 — ogether at a combined offering price of $1.2699. The Common Warrants have an exercise p
• $1.20 — mmon Warrants have an exercise price of $1.20 per share, are immediately exercisable
• $25.0 million — ny from the Offering were approximately $25.0 million before deducting the placement agents'
• $40,000 — ble fees of legal counsel not to exceed $40,000. The Placement Agent Agreement also con

Filing Documents

• tm254790d1_8k.htm (8-K) — 37KB
• tm254790d1_ex1-1.htm (EX-1.1) — 54KB
• tm254790d1_ex4-1.htm (EX-4.1) — 86KB
• tm254790d1_ex4-2.htm (EX-4.2) — 91KB
• tm254790d1_ex5-1.htm (EX-5.1) — 12KB
• tm254790d1_ex10-1.htm (EX-10.1) — 212KB
• tm254790d1_ex99-1.htm (EX-99.1) — 9KB
• tm254790d1_ex5-1img001.jpg (GRAPHIC) — 3KB
• tm254790d1_ex5-1img002.jpg (GRAPHIC) — 2KB
• 0001104659-25-007049.txt ( ) — 801KB
• sls-20250128.xsd (EX-101.SCH) — 3KB
• sls-20250128_lab.xml (EX-101.LAB) — 33KB
• sls-20250128_pre.xml (EX-101.PRE) — 22KB
• tm254790d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material

Item 1.01. Entry into a Material Definitive Agreement On January 28, 2025, SELLAS Life Sciences Group, Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with a single healthcare-focused 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 8,200,000 shares (the "Shares") of common stock, par value $0.0001 per share, of the Company ("Common Stock") and (ii) an aggregate of 11,485,040 pre-funded warrants exercisable for shares of Common Stock (the "Pre-Funded Warrants"), together with common warrants ("Common Warrants") to purchase up to 19,685,040 shares of Common Stock. Each share of Common Stock and accompanying Common Warrant were sold together at a combined offering price of $1.27, and each Pre-Funded Warrant and accompanying Common Warrant were sold together at a combined offering price of $1.2699. 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 $25.0 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 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

01. Other Events

Item 8.01. Other Events On January 28, 2025, 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

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 1.1 Placement Agent Agreement, dated as of January 28, 2025, by and among SELLAS Life Sciences Group, Inc., A.G.P./Alliance Global Partners and Maxim Group LLC. 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 28, 2025, 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 28, 2025. 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 29, 2025 By: /s/ John T. Burns Name: John T. Burns Title: Senior Vice President, Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR