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): April 30, 2018
SELLAS Life Sciences Group, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33958
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20-8099512
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(State or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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315 Madison Avenue, 4th Floor
New York, NY 10017
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(Address of Principal Executive Offices) (Zip Code)
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Registrant’s telephone number, including area code: (917) 438-4353
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 May 1, 2018, Sellas Life Sciences Group, Inc. (the “Company”) completed the private placement pursuant to Rule 4(a)(2) and Regulation S under the Securities Act of 1933, as amended, of the remaining 4,713 shares of the Company’s non-voting Series A 20% Convertible Preferred Stock, par value $0.0001 per share (the “Series A Convertible Preferred”), and warrants (“Warrants”) to acquire an aggregate 609,445 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) for aggregate gross proceeds of $4,713,000, pursuant to that previously announced Securities Purchase Agreement (the “Purchase Agreement”) dated March 7, 2018 by and among the Company and the investors named therein.
In connection with the closing of the sale of the remaining securities, on April 30, 2018, the Company entered into side letters with the investors party to the Purchase Agreement, pursuant to which the Company agreed to register for resale the shares of Common Stock underlying the shares of Series A Convertible Preferred and Warrants acquired by such investors pursuant to the Purchase Agreement.
The foregoing description of the terms of the side letter set forth above is not complete and is qualified in its entirety by reference to the full text of the form of side letter, a copy of which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.
Item 3.02.
Unregistered Sales of Equity Securities.
To the extent required by Item 3.02, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01.
Other Events.
On May 2, 2018, the Company issued a press release announcing the closing of the sale of the remaining securities pursuant to the Purchase Agreement and the registration rights, a copy of which is filed as Exhibit 99.1 hereto.
Item 9.01.
Financial Statements and Exhibits
(d) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K:
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Exhibit
No.
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Description
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10.1
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99.1
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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.
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SELLAS Life Sciences Group, Inc.
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Date:
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May 2, 2018
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By:
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/s/ Angelos M. Stergiou
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Angelos M. Stergiou, M.D., Sc.D.
President and Chief Executive Officer
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Exhibit 10.1
[FORM OF SIDE LETTER]
April 30, 2018
To: Purchasers of Series A 20% Convertible Preferred Stock
Reference is made to the Securities Purchase Agreement, dated as of March 7, 2018 (the “
Purchase Agreement
”), by and among SELLAS Life Sciences Group, Inc. (the “Company”) and the holders signatory thereto, including the holder signatory to this letter (the “
Holder
”). All capitalized terms not otherwise defined herein shall have such meaning as defined in the Purchase Agreement.
The Company hereby acknowledges that a closing condition in Section 2.3 of the Purchase Agreement may be deemed not satisfied. For the avoidance of a doubt and in the interest of consummating the Second Closing in a timely manner under the Purchase Agreement, the Company and the Holder hereby agree to this side letter. In connection therewith, the Holder agrees to consummate the Second Closing by funding its Subscription Amount for the Second Closing within one (1) Trading Day from the date of receipt of this side letter. This side letter shall not constitute a waiver of any r provisions of the Purchase Agreement.
As partial consideration for this side letter , the Company agrees to (i) file a registration statement registering for resale all of the Underlying Shares issuable upon exercise in full of all Warrants, issued and issuable to the Holder pursuant to the Purchase Agreement, or conversion in full of all shares of Preferred Stock, issued and issuable to the Holder pursuant to the Purchase Agreement (such Underlying Shares, the “
Registrable Securities
”), within fourteen (14) days following the date hereof (such date, the “
Filing Date
” and such registration statement, the “
Resale Registration Statement
”), (ii) use best efforts to have the Resale Registration Statement declared effective by the Commission within 30 days from the Filing Date (the “
Effective Date
”) and (iii) not file any other registration statements (other than a Registration Statement in connection with the Qualified Offering which may be filed on or after the Effective Date (provided, that, if the Resale Registration Statement has not been declared effective the Company shall have used best efforts to have such Resale Registration Statement declared effective by the Commission and that such Registration Statement shall not be declared effective by the Commission prior to the Resale Registration Statement) until all of the Registrable Securities are registered for resale pursuant to the Resale Registration Statement that is declared effective by the Commission.
Additionally, from the date hereof until the earlier of (i) the date that the Company or any Subsidiary enters into any agreement to issue or announces the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) the date of the first Trigger Date (as defined in the Certificate of Designation, the Holder agrees to not sell any Conversion Shares at an effective per share price less than $5.50 (subject to adjustment for forward and reverse stock splits and the like).
[
signature pages follow
]
SELLAS LIFE SCIENCES GROUP, INC.
By:
Name: Angelos M. Stergiou, MD, ScD h.c.
Title: President and Chief Executive Officer
Acknowledged and agreed:
[HOLDER]
By:
Name:
Title:
Exhibit 99.1
SELLAS Life Sciences Completes Second Tranche of $10,700,000 Private Placement
Proceeds used towards advancement of clinical programs
NEW YORK, May 2, 2018 -- SELLAS Life Sciences Group, Inc. (NASDAQ:SLS) (“SELLAS” or “the Company”), a clinical-stage biopharmaceutical company focused on novel cancer immunotherapies for a broad range of cancer indications, today announced the closing of the second tranche of its $10,700,000 private placement transaction. In March 2018, SELLAS entered into a definitive securities purchase agreement to issue shares of its convertible preferred stock and warrants to purchase shares of its common stock in a private placement transaction to a select group of institutional investors, in the United States and Europe.
The second tranche of $4,713,000 was received following stockholder approval under Nasdaq Listing Rule 5635(d). The first tranche closed on March 9, 2018 for a total of $5,987,000. In connection with the closing of the second tranche, the Company granted the investors certain registration rights. SELLAS intends to use the net proceeds from the private placement for the continued advancement of its cancer immunotherapy pipeline, including lead asset galinpepimut-S (GPS), which targets malignancies and tumors characterized by an overexpression of the WT1 antigen, and for general corporate purposes.
“Completing this private placement is an important step in SELLAS’ progress toward the development of our assets, and we are excited to receive ongoing support from our investors,” said Angelos Stergiou, MD, ScD h.c., President & Chief Executive Officer of SELLAS. “Our focus continues to be the development of our pipeline of immunotherapies. We look forward to the commencement of the Phase 1/2 clinical trial of galinpepimut-S in combination with Keytruda® under our collaboration and supply agreement with Merck and our planned Phase 3 acute myeloid leukemia program. We are also excited about the potential for nelipepimut-S (NeuVax
™
) as a therapeutic option for TNBC patients in combination with Herceptin
®
.”
About SELLAS Life Sciences Group
SELLAS is a clinical-stage biopharmaceutical company focused on novel cancer immunotherapeutics 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 Wilms Tumor 1 (WT1) protein, which is present in an array of tumor types. GPS has potential as a monotherapy or in combination to address a broad spectrum of hematologic malignancies and solid tumor indications. SELLAS has Phase 3 clinical trials planned (pending funding availability) for GPS in two indications, acute myeloid leukemia (AML) and malignant plural mesotheliomia (MPM) and is also developing GPS as a potential treatment for multiple myeloma and ovarian cancer. SELLAS plans to study GPS in up to four additional indications. SELLAS has received Orphan Drug designations from the U.S. Food & Drug Administration (FDA), as well as the European Medicines Agency, for GPS in AML and MPM; GPS also received Fast Track designation for AML and MPM from the FDA. NeuVax™ (nelipepimut-S), a first-in-class, HER2-directed cancer immunotherapy, is also being investigated for the prevention of the recurrence of breast cancer after standard of care treatment in the adjuvant setting.
For more information on SELLAS, please visit
www.sellaslifesciences.com
.
Forward-Looking Statements
This press release contains forward-looking statements, including, but not limited to, statements related to the expectations as to the anticipated use of proceeds from the private placement, and to further develop of GPS for a broad range of cancer indications. 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 immune-oncology product development and clinical success thereof, uncertainties related to timing and ability to obtain needed shareholder consent in a timely manner, the uncertainty of regulatory approval, the uncertainty of partnering its clinical assets, and other risks and uncertainties affecting SELLAS and its development programs. 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:
Will O’Connor
Stern Investor Relations, Inc.
212-362-1200
ir@sellaslife.com
David Moser, JD
Sellas Life Sciences Group
813-864-2571
info@sellaslife.com
Source:
SELLAS Life Sciences Group, Inc.