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): August 13, 2022
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.) | ||
| 7 Times Square, Suite 2503 New York, NY 10036 |
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| (Address of Principal Executive Offices) (Zip Code) |
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| Registrant’s telephone number, including area code: (646) 200-5278 | ||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Appointment of New Director
On August 13, 2022, the Board of Directors (the “Board”) of SELLAS Life Sciences Group, Inc. (the “Company”) elected Katherine Bach Kalin as a member of the Board, effective immediately, to serve as a Class II director until the Company’s 2024 annual meeting of stockholders and thereafter until her successor is duly elected and qualified or until her earlier death, resignation or removal.
Ms. Kalin currently serves as a non-executive director on the boards of Genfit S.A. (NASDAQ: GNFT), a French, public biopharmaceutical company, where she serves on the Strategy and Alliances Committee, and two private companies, Brown Advisory LLC, an independent investment and strategic advisory firm (Audit & Finance Committees), and FemHealth Ventures, a venture capital firm that seeks to invest in women's health. She was a member of the board of directors of Athersys (NASDAQ: ATHX), a biotech focused on regenerative medicine from 2020 to 2022 (Audit and Compensation Committees) and Clinical Genomics, a private, biotech company dedicated to improving patient outcomes through early detection of colorectal cancer (Audit and Financial Risk Committee) from 2018 to 2021. She currently serves as a trustee for a not-for-profit organization, the Summit Foundation, a 501(c)(3) community foundation that fosters local philanthropy. Ms. Kalin has more than 25 years of experience in healthcare and professional services, most recently at Celgene, where she led Corporate Strategy from 2012 to 2017, and at Johnson & Johnson, where she held executive leadership roles in marketing, sales and new business development from 2002 to 2011. Prior to that, Ms. Kalin was a partner in the global healthcare practice at McKinsey & Co., from 1990 to 2002. Her healthcare industry experience spans pharmaceuticals, diagnostics, medical devices, and digital health. Earlier in her career, she served as a Manager in Corporate Finance at Nomura International in the U.K. and Japan from 1980 to 1984. She has a B.A. from Durham University, U.K. and an M.B.A. from Harvard Business School.
Ms. Kalin will be entitled to receive compensation for service as a director in accordance with the Company’s non-employee director compensation policy, as described in the Company’s most recent proxy statement, filed with the Securities and Exchange Commission on April 25, 2022. In addition, Ms. Kalin was granted a non-qualified stock option to purchase 19,000 shares of the Company’s common stock, par value $0.0001, at an exercise price of $3.10 per share, the closing price of the Company’s common stock on last market trading day prior to the grant date. The award will vest and become exercisable one year from the grant date. In connection with her appointment to the Board, Ms. Kalin will enter into the Company’s standard form of indemnification agreement with its directors and officers.
The Board has determined that Ms. Kalin is an independent director under the relevant rules of the Securities and Exchange Commission and The Nasdaq Stock Market. There are no arrangements or understandings between Ms. Kalin and any other person pursuant to which she was appointed as a director of the Board. There have been no transactions in which the Company has participated and in which Ms. Kalin had a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On August 16, 2022, the Company issued a press release announcing the appointment of Ms. Kalin to the Board, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
This information contained in this Item 7.01 and Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Sec
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | SELLAS Life Sciences Group, Inc. Press Release dated August 16, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 16, 2022 | By: | /s/ Barbara A. Wood | |
| Name: | Barbara A. Wood | |||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||
Exhibit 99.1
SELLAS Life Sciences’ Announces Election of Katherine Bach Kalin
to its Board of Directors
- Ms. Kalin Joins the Board with Decades of Life Sciences
and Healthcare Industry Experience -
NEW YORK, August 16, 2022 – SELLAS Life Sciences Group, Inc. (NASDAQ: SLS) (“SELLAS’’ or the “Company”), a late-stage clinical biopharmaceutical company focused on the development of novel therapies for a broad range of cancer indications, today announced the election of Katherine Bach Kalin to its Board of Directors.
“We are delighted to welcome someone with the breadth and depth of industry experience as Katherine has to join our Board of Directors,” stated Jane Wasman, Chair of the Board of SELLAS. “Having spent her career working in strategy, business development, sales and marketing, and finance within the life sciences and healthcare industries, Katherine will be a valuable addition to the SELLAS team as the Company continues to evolve and grow,” said Ms. Wasman.
Ms. Kalin’s healthcare industry experience spans pharmaceuticals, diagnostics, medical devices and digital health. She currently serves as a non-executive director on the boards of Genfit S.A., a French, public biopharmaceutical company, where she serves on the Strategy and Alliances Committee, and two private companies, Brown Advisory LLC, an independent investment and strategic advisory firm, where she sits on the Audit and Finance Committees, and FemHealth Ventures, a venture capital firm that seeks to invest in women's health. Additionally, she currently serves as a trustee for a not-for-profit organization, the Summit Foundation, a 501(c)(3) community foundation that fosters local philanthropy.
Previously, Ms. Kalin was a member of the board of directors of Athersys, a U.S. biotechnology company focused on regenerative medicine from 2020 to 2022, and Clinical Genomics, a private, biotechnology company dedicated to improving patient outcomes through early detection of colorectal cancer from 2018 to 2021. Ms. Kalin led corporate strategy at Celgene from 2012 to 2017. Prior to that, from 2002 to 2011, she held executive leadership roles in marketing, sales and new business development at Johnson & Johnson. From 1990 to 2002, she was a partner in the global healthcare practice at McKinsey & Co. Earlier in her career, she served as a manager in corporate finance at Nomura International in the U.K. and Japan from 1980 to 1984. She has a B.A. from Durham University in the U.K. and an M.B.A. from Harvard Business School.
“SELLAS is well-positioned to build on its two promising clinical programs in oncology. I am intrigued by the promise of both galinpepimut-S (GPS) and GFH009 to hopefully benefit patients in need,” stated Ms. Kalin. “SELLAS is preparing to become a commercial stage company and I look forward to working alongside my fellow Board members and the management team at this exciting time for the company.”
About SELLAS Life Sciences Group, Inc.
SELLAS Life Sciences Group, Inc. (NASDAQ: SLS) is a late-stage clinical biopharmaceutical company focused on the development of novel therapeutics for a broad range of cancer indications. SELLAS’ lead product candidate, galinpepimut-S (GPS), is licensed from Memorial Sloan Kettering Cancer Center and targets the WT1 protein, which is present in an array of tumor types. GPS has potential as a monotherapy or in combination with other therapies to address a broad spectrum of hematologic malignancies and solid tumor indications. The Company is also developing GFH009, a small molecule, highly selective CDK9 inhibitor, which is licensed from GenFleet Therapeutics (Shanghai), Inc., for all therapeutic and diagnostic uses in the world outside of Greater China.
For more information on SELLAS, please visit www.sellaslifesciences.com.
Forward-Looking Statements
This press release contains forward-looking statements. All statements other than statements of historical facts are “forward-looking statements,” including those relating to future events. In some cases, forward-looking statements can be identified by terminology such as “plan,” “expect,” “anticipate,” “may,” “might,” “will,” “should,” “project,” “believe,” “estimate,” “predict,” “potential,” “intend,” or “continue” and other words or terms of similar meaning. These statements include, without limitation, statements related to SELLAS’ future expectations and plans for its clinical development programs and prospects for the Company. These forward-looking statements are based on current plans, objectives, estimates, expectations and intentions, and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties associated with the COVID-19 pandemic and its impact on the Company’s clinical plans and business strategy, risks and uncertainties associated with oncology product development and clinical success thereof, the uncertainty of regulatory approval, and other risks and uncertainties affecting SELLAS and its development programs as set forth under the caption “Risk Factors” in SELLAS’ Annual Report on Form 10-K filed on March 31, 2022 and in its other SEC filings. Other risks and uncertainties of which SELLAS is not currently aware may also affect SELLAS’ forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements herein are made only as of the date hereof. SELLAS undertakes no obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.
Investor Contact
Allison Soss
KCSA Strategic Communications
Email: SELLAS@kcsa.com
Phone: 212.896.1267
Media Contacts
Raquel Cona / Michaela Fawcett
KCSA Strategic Communications
Email: SELLAS@kcsa.com
Phone: 212.896.1276
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