SELLAS Life Sciences Group, Inc. (Form: 8-K, Received: 03/01/2023 07:46:48)

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): February 28, 2023

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
	(Address of Principal Executive Offices) (Zip Code)

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 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 Stock Market LLC

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 February 28, 2023, SELLAS Life Sciences Group, Inc. (the “Company”) closed its previously announced underwritten offering (the “Offering”) of (i) 7,220,217 shares of the Company’s common stock, par value $0.0001 per share, and (ii) warrants to purchase up to 7,220,217 shares of common stock, resulting in net proceeds of approximately $18.5 million, after deducting underwriting discounts and commissions and estimated offering expenses. In connection with closing of the Offering, the Company entered into amendments to an aggregate of 3,438,851 warrants issued by the Company on April 5, 2022 (the “Warrant Amendments”) to reduce the exercise price of such warrants to $3.62, the average closing price of the Company’s common stock, as reported on the Nasdaq Capital Market, for the five trading days immediately preceding the pricing of the Offering.

The foregoing is only a brief description of the material terms of the Warrant Amendments, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the form of Warrant Amendment that is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

ITEM 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Form of Amendment to the Common Stock Purchase Warrant
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: March 1, 2023	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 THE

COMMON STOCK PURCHASE WARRANT

This Amendment to the Common Stock Purchase Warrant (this “Amendment”), dated as of February 28, 2023, is being entered into by and among SELLAS Life Sciences Group, Inc., a Delaware corporation (the “Company”), and the Holder identified on the signature pages hereto (the “Holder”).

WHEREAS, the Holder is the record and beneficial owner of certain warrants issued on April 5, 2022 pursuant to the Registration Statement (as defined below) (the “April 2022 Warrants”) to purchase shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”);

WHEREAS, pursuant to Section 5(l) of the April 2022 Warrants, the provisions of the April 2022 Warrants may be modified, 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 Holder; and

WHEREAS, the Company and the Holder have agreed to amend the April 2022 Warrants in the manner provided in this Amendment (the April 2022 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 Holder and the Company hereby agree as follows:

1. Voluntary Adjustment. Pursuant to Section 3(f) of the April 2022 Warrants, the exercise price of the April 2022 Warrants shall be adjusted, effective as of the close of business on February 28, 2023, from $5.40 to $3.62.

2. Amendment. Section 2(b) of the April 2022 Warrants is hereby amended and shall be replaced in its entirety with the following language:

“b) Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $3.62, subject to adjustment hereunder (the “Exercise Price).”

3. 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.

4. Registration Statement. The Company acknowledges that the Company’s Registration Statement (Registration No. 333-255318) (the “Registration Statement”) and the related prospectus covering the Warrant Shares (as defined in the Warrants) remains effective and available for use for the Warrant Shares following this Amendment.

5. Holding Period. The Company acknowledges that the holding period of the Warrant Shares in a “cashless exercise” under the Warrants may be tacked onto the holding period of the April 2022 Warrants (which holding period commenced on the original issuance date of the April 2022 Warrants) and the Company agrees not to take a position contrary thereto.

6. 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.

7. 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.

8. Miscellaneous.

8.1 This Amendment is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

8.2 The decision of the Holder to enter into this Amendment has been made by such Holder independently of any other Holder.

8.3 The Company shall file the form of this Amendment with the Securities and Exchange Commission prior to 9:30 a.m. New York time on the succeeding business day immediately following the date hereof.

[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:
Name:	Angelos Stergiou, M.D., Sc.D. h.c.
Title:	President and CEO


	[HOLDER]


	By:
	Name:
	Title: