SELLAS Life Sciences Group Files 8-K

TL;DR

SELLAS Life Sciences Group filed an 8-K on 9/10/25 detailing material agreements and equity sales.

AI Summary

On September 10, 2025, SELLAS Life Sciences Group, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. This filing is a current report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Why It Matters

This 8-K filing indicates significant corporate activity for SELLAS Life Sciences Group, including definitive agreements and equity sales, which could impact its financial standing and strategic direction.

Risk Assessment

Risk Level: medium — 8-K filings often contain material information that can lead to stock price volatility, especially those related to definitive agreements and equity sales.

Key Players & Entities

• SELLAS Life Sciences Group, Inc. (company) — Registrant
• Galena Biopharma, Inc. (company) — Former Company Name
• RXi Pharmaceuticals Corp (company) — Former Company Name
• September 10, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ge on which registered Common Stock, $0.0001 par value per share SLS The Nasdaq St
• $1.20 — of Common Stock at an exercise price of $1.20 per share, the original issuance exerci
• $23.6 million — gregate gross proceeds of approximately $23.6 million from the exercise of the Existing Warra
• $1.88 — Warrants will have an exercise price of $1.88 per share, which was the closing price
• $60,000 — tion with the transaction not to exceed $60,000. Pursuant to the Inducement Agreement,

Filing Documents

• tm2525854d1_8k.htm (8-K) — 32KB
• tm2525854d1_ex4-1.htm (EX-4.1) — 92KB
• tm2525854d1_ex10-1.htm (EX-10.1) — 66KB
• tm2525854d1_ex99-1.htm (EX-99.1) — 10KB
• 0001104659-25-089272.txt ( ) — 409KB
• sls-20250910.xsd (EX-101.SCH) — 3KB
• sls-20250910_lab.xml (EX-101.LAB) — 33KB
• sls-20250910_pre.xml (EX-101.PRE) — 22KB
• tm2525854d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 10, 2025, SELLAS Life Sciences Group, Inc. a Delaware corporation (the "Company"), entered into a Warrant Inducement Agreement (the "Inducement Agreement") with a holder (the "Holder") of certain existing warrants (the "Existing Warrants") to purchase shares of common stock, par value $0.0001 per share (the "Common Stock"), of the Company. Pursuant to the Inducement Agreement, the Holder and the Company agreed that, subject to any applicable beneficial ownership limitations, the Holder would cash exercise 19,685,040 shares of Common Stock at an exercise price of $1.20 per share, the original issuance exercise price of the Existing Warrants. The Company will receive aggregate gross proceeds of approximately $23.6 million from the exercise of the Existing Warrants before deducting financial advisory fees and other expenses payable by the Company. In consideration of the Holder's agreement to exercise the Existing Warrants in accordance with the Inducement Agreement, the Company agreed to issue to the Holder new warrants (the "Inducement Warrants") to purchase up to 19,685,040 shares of Common Stock, which is equal to 100% of the number of shares of Common Stock issued upon exercise of the Existing Warrants (the "Inducement Warrant Shares"). The Company agreed in the Inducement Agreement to file a registration statement within 30 days of September 10, 2025, providing for the resale of the Inducement Warrant Shares by the Holder. The Inducement Warrants will have an exercise price of $1.88 per share, which was the closing price of the Common Stock on the Nasdaq Capital Market on September 10, 2025, and will be exercisable immediately and expire on the five and one half-year anniversary of issuance. The Company engaged A.G.P./Alliance Global Partners ("A.G.P.") and Maxim Group LLC ("Maxim", and together with A.G.P., the "Financial Advisors") to act as Financial Advisors in connection with the transac

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K in relation to the Inducement Warrants and the shares of Common Stock issuable upon the exercise thereof is hereby incorporated by reference into this Item 3.02.

01. Other Events

Item 8.01. Other Events On September 11, 2025, the Company issued a press release (the "Press Release") announcing the warrant inducement transaction. A copy of the 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 Number Description 4.1 Form of Inducement Warrant 10.1 Form of Inducement Agreement 99.1 Press Release, dated September 11, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 11, 2025 By: /s/ John T. Burns Name: John T. Burns Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR