UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): January 2, 2020

 

 

 

 SELLAS Life Sciences Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33958   20-8099512

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number) 

 

(I.R.S. Employer 

Identification No.)

         
   

15 West 38th Street, 10th Floor

New York, NY 10018

   
    (Address of Principal Executive Offices) (Zip Code)    

 

Registrant’s telephone number, including area code: (917) 438-4353

         

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading symbol(s) Name of each exchange on which registered
Common Stock, $0.0001 par value per share SLS The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

  

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On March 6, 2019, SELLAS Life Sciences Group, Inc. (the “Company”) entered into a Warrant Exercise Agreement with a holder (the “Holder”) pursuant to which the Company issued warrants to purchase shares of the Company’s common stock (the “March 2019 Warrants”). In June 2019, the Company agreed to seek the approval of The Nasdaq Stock Market to reduce the exercise price to $7.50 per share (subject to adjustment for stock splits and the like) of the March 2019 Warrants. On January 2, 2020, the Company and the Holder entered into an Amendment to Warrant to Purchase Common Stock (the “Amendment”), which amended the March 2019 Warrants to provide for an exercise price of the March 2019 Warrants of $7.50 per share, subject to adjustment as set forth in such warrants. The form of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the description of the terms of the Amendment are qualified in their entirety by reference to such exhibits.

 

Item 3.03. Material Modification to Rights of Security Holders.

 

The information contained above in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)  

 

Exhibit
Number
  Description
10.1   Amendment to Warrant to Purchase Common Stock

 

 

 

 

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 7, 2020 By: /s/ Barbara A. Wood  
      Name: Barbara A. Wood  
      Title:

Executive Vice President, General

Counsel and Corporate Secretary

 

 

 

 

Exhibit 10.1

 

SELLAS LIFE SCIENCES GROUP, INC.

 

AMENDMENT TO

WARRANT TO PURCHASE COMMON STOCK

 

This Amendment to Warrant to Purchase Common Stock (this “Amendment”), dated as of January 2, 2020, is being entered into by and among SELLAS Life Sciences Group, Inc., a Delaware corporation (the “Company”), and the Holders identified on the signature pages hereto (the “Holders”).

 

WHEREAS, the Holders are the record and beneficial owners of certain warrants (the “March 2019 Warrants”) to purchase shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), issued pursuant to that certain Warrant Exercise Agreement dated March 6, 2019 by and among the Company and the Holders (or an affiliate thereof);

 

WHEREAS, pursuant to Section 2(c) of the March 2019 Warrants, in connection with the 1-for-50 reverse stock split announced by the Company on November 6, 2019, which took effect on November 8, 2019, the exercise price of the March 2019 Warrants was automatically adjusted, effective as of the close of business on November 8, 2019, from $1.40 to $70.00;

 

WHEREAS, pursuant to Section 9 of the March 2019 Warrants, the provisions of the March 2019 Warrants may be amended or waived, and the Company may take any action therein prohibited, or omit to perform any act therein required to be performed by it, only if the Company has obtained the written consent of the Holders; and

 

WHEREAS, the Company and the Holders have agreed to amend the March 2019 Warrants in the manner provided in this Amendment (the March 2019 Warrants, as so amended, the “Warrants”).

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein below and other good and valuable consideration, the receipt and legal sufficiency of which are hereby mutually acknowledged, the Holders and the Company hereby agree as follows:

 

1. Amendments. Section 1(b) of the March 2019 Warrants is hereby amended and shall be replaced in its entirety with the following language:

 

“1(b)    Exercise Price.     For purposes of this Warrant, “Exercise Price” means $7.50 per share, subject to adjustment as provided herein.”

 

2. No Other Amendment. Except for the matters set forth in this Amendment, all other terms of the Warrants shall remain unchanged and in full force and effect.

 

3. Governing Law. This Amendment shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Amendment shall be governed by, the laws of the State of New York, except for its conflicts of law provisions.

 

4. Counterparts. This Amendment may be executed in the original or by facsimile in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument.

 

 

[Remainder of page intentionally left blank.]

 

 

 

 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 

SELLAS LIFE SCIENCES GROUP, INC.
     
     
By: /s/ Angelos Stergiou
Name: Angelos Stergiou, M.D., Sc.D. h.c.  
Title: President and CEO  

 

 

 

  

  EMPERY ASSET MASTER, LTD.  
  By: Empery Asset Management, LP, its authorized agent
       
       
  By: /s/ Brett Director  
  Name: Brett Director  
  Title: General Counsel  

 

 

 

 

  EMPERY TAX EFFICIENT, LP  
  By: Empery Asset Management, LP, its authorized agent
       
       
  By: /s/ Brett Director   
  Name: Brett Director  
  Title: General Counsel  

 

 

 

 

  EMPERY TAX EFFICIENT II, LP  
  By: Empery Asset Management, LP, its authorized agent
       
       
  By: /s/ Brett Director
  Name: Brett Director  
  Title: General Counsel