SELLAS Life Sciences Group Enters Material Definitive Agreement

TL;DR

SELLAS Life Sciences Group signed a big deal on Oct 24, 2025.

AI Summary

On October 24, 2025, SELLAS Life Sciences Group, Inc. entered into a material definitive agreement. The company, formerly known as Galena Biopharma, Inc. and RXi Pharmaceuticals Corp, is incorporated in Delaware and headquartered in New York.

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 — Entering into material definitive agreements can introduce new risks related to partnerships, financial obligations, or regulatory hurdles.

Key Numbers

• 001-33958 — SEC File Number (Identifier for the company's filings with the SEC)
• 20-8099512 — IRS Employer Identification No. (Tax identification number for the company)

Key Players & Entities

• SELLAS Life Sciences Group, Inc. (company) — Registrant
• October 24, 2025 (date) — Date of earliest event reported
• Galena Biopharma, Inc. (company) — Former company name
• RXi Pharmaceuticals Corp (company) — Former company name
• Delaware (jurisdiction) — State of incorporation
• New York (location) — Business address city

FAQ

Key Financial Figures

• $0.0001 — ge on which registered Common Stock, $0.0001 par value per share SLS The Nasdaq St
• $1 — Stock at an exercise price per share of $1.535, previously issued in March 2024 (t
• $0.125 — r original issuance exercise price plus $0.125 per share of Common Stock in accordance
• $31.0 million — gregate gross proceeds of approximately $31.0 million from the exercise of the Existing Warra
• $2.00 — Warrants will have an exercise price of $2.00 per share, will be exercisable immediat
• $60,000 — tion with the transaction not to exceed $60,000. Pursuant to the Inducement Agreement,

Filing Documents

• tm2529505d1_8k.htm (8-K) — 34KB
• tm2529505d1_ex4-1.htm (EX-4.1) — 91KB
• tm2529505d1_ex5-1.htm (EX-5.1) — 11KB
• tm2529505d1_ex10-1.htm (EX-10.1) — 52KB
• tm2529505d1_ex99-1.htm (EX-99.1) — 11KB
• tm2529505d1_ex5-1img001.jpg (GRAPHIC) — 11KB
• tm2529505d1_ex5-1img002.jpg (GRAPHIC) — 6KB
• 0001104659-25-102345.txt ( ) — 432KB
• sls-20251024.xsd (EX-101.SCH) — 3KB
• sls-20251024_lab.xml (EX-101.LAB) — 33KB
• sls-20251024_pre.xml (EX-101.PRE) — 22KB
• tm2529505d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 24, 2025, SELLAS Life Sciences Group, Inc. a Delaware corporation (the "Company"), entered into a Warrant Inducement Agreement (the "Inducement Agreement") with holders (the "Holders") 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 Holders and the Company agreed that, subject to any applicable beneficial ownership limitations, that the Holders would cash exercise (i) warrants to purchase up to 6,514,658 shares of our Common Stock at an exercise price per share of $1.535, previously issued in March 2024 (the "March Warrants"), and (ii) warrants to purchase up to 15,849,056 shares of Common Stock at an exercise price per share of $1.325, previously issued in August 2024 (the "August Warrants," and together with the March Warrants, the "Existing Warrants"). The Existing Warrants were exercised at their original issuance exercise price plus $0.125 per share of Common Stock in accordance with the rules and regulations of The Nasdaq Capital Market. The Company will receive aggregate gross proceeds of approximately $31.0 million from the exercise of the Existing Warrants before deducting financial advisory fees and other expenses payable by the Company. In consideration of the Holders' agreement to exercise the Existing Warrants in accordance with the Inducement Agreement, the Company agreed to issue to the Holders new warrants (the "Inducement Warrants") to purchase up to 22,363,714 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 Inducement Warrants are being offered pursuant to a prospectus supplement, dated October 24, 2025 (the "Prospectus Supplement"), filed with the U.S. Securities and Exchange Commission (the "SEC"), and an acco

01. Other Events

Item 8.01. Other Events On October 27, 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 5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 10.1 Form of Inducement Agreement 23.1 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (contained in exhibit 5.1) 99.1 Press Release, dated October 27, 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: October 27, 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