UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the

Securities Exchange Act of 1934 (Amendment No. 1)

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

GALENA BIOPHARMA,

SELLAS LIFE SCIENCES GROUP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other thanOther Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

May 31, 2019

To Be Held on October 21, 2016Our Stockholders:

September 21, 2016

Dear Galena Biopharma Stockholder,

You are cordially invited to attend the 2019 annual meeting of stockholders of SELLAS Life Sciences Group, Inc. (the “Company”) to be held at 8:30 a.m. EDT on July 12, 2019 at 15 West 38^th Street, 4th Fl., New York, NY 10018.

The enclosed Notice of Annual Meeting of Stockholders sets forth the proposals that will be presented at the Annual Meeting, which are described in more detail in the enclosed Proxy Statement. Our Board of Directors recommends that you vote “FOR” Proposals 1, 2 and 4 and “Every Year” for Proposal 3 as set forth in the Proxy Statement.

Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to our stockholders over the Internet unless a specialstockholder requests printed materials. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about May 31, 2019, we intend to begin sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2019 annual meeting of Stockholders (the “Special Meeting”)and our 2018 annual report to stockholders. The Notice also provides instructions on how to vote online or by telephone and how to receive a paper copy of Galena Biopharma, Inc., a Delaware corporation (the “Company”), whichthe proxy materials by mail.

We hope you will be held on October 21, 2016,able to attend the annual meeting. Whether you plan to attend the annual meeting or not, it is important that you cast your vote either in person or by proxy. You may vote over the Internet as well as by telephone or by mail. When you have finished reading the proxy statement, you are urged to vote in accordance with the instructions set forth in the Proxy Statement. We encourage you to vote by proxy so that your shares will be represented and voted at 9:00the meeting, whether or not you can attend.

On behalf of the Board and the management team, we thank you for your ongoing support of, and continued interest in, SELLAS.

We look forward to seeing you at the annual meeting.

	Very truly yours,
	Angelos M. Stergiou, M.D., Sc.D. h.c.
	President and Chief Executive Officer

SELLAS LIFE SCIENCES GROUP, INC.

15 West 38^th Street, 10^th Floor

New York, New York 10018

NOTICE OF 2019 ANNUAL MEETING OF STOCKHOLDERS

TIME: 8:30 a.m. local time, at 2010 Crow Canyon Place, Suite 130, San Ramon, CA 94583. Only stockholders whoEDT

DATE: July 12, 2019

PLACE:15 West 38^th Street, 4th Fl., New York, NY 10018

PURPOSES:

WHO MAY VOTE:

You may vote if you were the record owner of the Company’s common stock at the close of business on theMay 17, 2019. A list of stockholders of record date, September 9, 2016 (the “Record Date”), may votewill be available at the Special Meeting, includingannual meeting and, during the 10 days prior to the annual meeting, at our principal executive offices located at 15 West 38^th Street. 10^th Floor, New York, NY 10018.

All stockholders are cordially invited to attend the annual meeting. Whether you plan to attend the annual meeting or not, we urge you to vote by following the instructions in the Notice of Internet Availability of Proxy Materials that you previously received and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any adjournment or postponement thereof.

We are holdingtime before it is voted at the Special Meeting for the following purposes, which are described in more detail in our Proxy Statement:meeting.

	(2)
	To authorize the issuance shares
	Barbara A. Wood
	Executive Vice President, General Counsel and
	Corporate Secretary

New York, New York

May 31, 2019

TABLE OF CONTENTS

We are focused on continuing to advance our existing pipeline of drug candidates including GALE-401 (Anagrelide Controlled Release) and supporting our ongoing immunotherapy programs with NeuVax™ (nelipepimut-S) and GALE-301/GALE-302. We believe GALE-401, targeting an unmet medical need, represents a potentially significant commercial opportunity with a streamlined clinical and regulatory development path. As such, we are actively preparing to advance this program into a Phase 3 Pivotal trial expected to initiate in the first half of 2017. The ongoing combination trials with NeuVax are progressing well with the presentation of safety data in our NeuVax plus trastuzumab combination trial in the HER2 1+/2+ patient population in the fourth quarter. And, we continue to evaluate the appropriate indications and patient populations to advance the asset. Additionally, we look forward to data presentations for GALE-301 this year. Corporate development activities remain a focus as we seek to expand our existing pipeline and seek partnering opportunities for our existing drug candidates that can increase shareholder value and help patients living with diseases in areas of unmet medical need.

The accompanying Proxy Statement more fully describes the details of the business to be conducted at the Special Meeting. After careful consideration, our Board of Directors has unanimously approved the proposals and recommends that you vote FOR each proposal described in the Proxy Statement. Your vote at the Special Meeting is important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by Internet, telephone or mail as described in the accompanying Proxy Statement.SELLAS LIFE SCIENCES GROUP, INC.

On behalf of our entire Board of Directors, we thank you for your continued support.15 West 38^th Street, 10^th Floor

Sincerely,New York, New York 10018

Mark W. Schwartz, Ph.D.

President & Chief Executive Officer

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GALENA BIOPHARMA, INC.

2000 Crow Canyon Place, Suite 380

San Ramon, CA 94583

(925) 498-7709

PROXY STATEMENT

For the Special Meeting of StockholdersFriday, July 12, 2019

To Be Held On October 21, 2016

Items of Business

This proxy statement (“Proxy Statement”)Statement, along with the accompanying notice of 2019 annual meeting of stockholders, contains information about the 2019 annual meeting of stockholders of SELLAS Life Sciences Group, Inc., including any adjournments or postponements of the annual meeting. We are holding the annual meeting at 8:30 a.m., EDT, on July 12, 2019 at 15 West 38^th Street, 4th Fl., New York, NY 10018. We refer, in this Proxy Statement, to SELLAS Life Sciences Group, Inc. as “SELLAS,” “the Company,” “we” and the enclosed proxy card are being furnished in connection with“us.”

This Proxy Statement relates to the solicitation of proxies by theour Board of Directors of Galena Biopharma, Inc. (the “Company” or “Galena”) for use at the Special Meetingannual meeting.

On or about May 31, 2019, we intend to begin sending to our stockholders the Important Notice Regarding the Availability of Stockholders (“Special Meeting”) and any adjournment or postponement thereof. Your proxies will be voted in accordance with your instructions. If no choice is specified, the proxies will be voted as recommended by our Board of Directors. A stockholder who signs a proxy may revoke or revise that proxy at any time before the Special Meeting. Please see “Revocation of Proxy” below for more informationProxy Materials containing instructions on how to revoke a proxy. This Proxy Statement will be provided electronically, if elected, or otherwise is being mailed on or about September 22, 2016access our proxy statement for our 2019 annual meeting of stockholders and our 2018 annual report to stockholders of record at the close of business on September 9, 2016 (the “Record Date”).

We are holding the Special Meeting for the following purposes, which are described in more detail in this Proxy Statement:stockholders.

Record Date:QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Only those stockholders

Why is the Company Soliciting My Proxy?

Our Board of record at the close of business on September 9, 2016 are entitled to notice of andDirectors is soliciting your proxy to vote at the Special Meeting, either in person2019 annual meeting of stockholders to be held at 15 West 38th Street, 4th Fl., New York, NY 10018, on July 12, 2019, at 8:30 a.m., EDT, and any adjournments or by proxy.

There are several ways to vote. Whatever method you choose, voting in advancepostponements of the Specialmeeting, which we refer to as the annual meeting. This proxy statement, along with the accompanying Notice of Annual Meeting of Stockholders, summarizes the purposes of the meeting and the information you need to know to vote at the annual meeting.

We have made available to you on the Internet or have sent you this proxy statement, the Notice of Annual Meeting of Stockholders, the proxy card and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 , as amended on April 30, 2019 because you owned shares of our common stock on the record date. We intend to commence distribution of theImportant Notice Regarding the Availability of Proxy Materials,which we refer to throughout this proxy statement as the Notice, and, if applicable, proxy materials to stockholders on or about May 31, 2019.

Why Did I Receive a Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of a Full Set of Proxy Materials?

As permitted by the rules of the U.S. Securities and Exchange Commission, or the SEC, we may furnish our proxy materials to our stockholders by providing access to such documents on the Internet, rather than mailing printed copies of these materials to each stockholder. Stockholders will ensurenot receive printed copies of the proxy materials unless they request them. We believe that this process should expedite stockholders’ receipt of proxy materials, lower the costs of the annual meeting and help to conserve natural resources. If you received the Notice by mail or electronically, you will not receive a printed or email copy of the proxy materials, unless you request one by following the instructions included in the Notice. Instead, the Notice instructs you as to how you may access and review all of the proxy materials and submit your proxy on the Internet. If you requested a paper copy of the proxy materials, you may authorize the voting of your shares will be voted as you direct, even if you do not attendby following the Special Meeting. Voting instructions are detailed on the following page and are included on the proxy card, enclosed with our Proxy Statement.in addition to the other methods of voting described in this proxy statement.

Materials:How do I attend the annual meeting?

Enclosed is our Proxy Statement as filed with the Securities and Exchange Commission (“SEC”). These materials are also available under the Investors section of our website:www.galenabiopharma.com, and the SEC’s website atwww.sec.gov, or

The annual meeting will be furnished without charge to any stockholder upon written or oral request to Galena Biopharma, Inc.held on Friday, July 12, 2019 at 8:30 a.m., Attn: Corporate Secretary, 2000 Crow Canyon Place, Suite 380, San Ramon, CA 94583; telephone: (925) 498-7709. Information on our website is not incorporated by reference in this Proxy Statement.

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EDT, at 15 West 38^th Street, 4th Fl., New York, NY 10018. If you plan to attend the Special Meeting, Galenaannual meeting, we will have representatives will be onsite to assist with registration for the event. You must bring proof of your identity to the Special Meeting.annual meeting. If your shares are registered in the name of a bank, broker, or other holder of record, please bring both a photo ID and documentation of your stock ownership as of September 9, 2016May 17, 2019 (such as a brokerage statement).

Voting Information, Voting Securities, Quorum, and Votes Required

As a stockholder, it is very important that you vote. Please carefully review this Proxy Statement and followWho can vote at the instructions below to cast your voteannual meeting?

Only stockholders of record at the close of business on all of the proposals. As ofMay 17, 2019, or the Record Date, 214,481,939 shares of our common stock were issued and outstanding. Each share of common stock entitles the holder to one vote with respect to each matter submitted to stockholders at the Special Meeting. Stockholders do not have cumulative voting rights. We have no other securitieswill be entitled to vote at the Special Meeting.

The representation in person or by proxy of at least a majority in voting power ofannual meeting. On the Record Date, there were 25,176,475 shares of common stock issued outstanding and entitledoutstanding. Our common stock is our only class of voting stock.

How Many Votes Do I Have?

Each share of our common stock that you own entitles you to one vote.

How Do I Vote?

Whether you plan to attend the annual meeting or not, we urge you to vote at the Special Meeting is necessary to establish a quorum for the transaction of business. If a quorum isby proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not present, the meetingrevoked, will be adjourned until a quorum is obtained.

The approval ofvoted in accordance with your instructions on the Reverse Stock Split requiresproxy card or as instructed via the affirmative vote of the majority of all outstanding shares. A representative ofInternet or telephone. You may specify (i) whether your shares should be voted FOR or WITHHELD for Proposal 1, our Company will serve as the inspector of elections at the Special Meeting. The approval of the issuance of common stocknominee for the redemption and/director, (ii) whether your shares should be voted for, against or conversion of the debentureabstain with respect to Proposals 2 and warrants as described in Proposal No. 2 requires the affirmative vote of the majority of4, and (iii) whether your shares present in personshould be voted for “every year,” “every two years,” “every three years,” or represented by proxy and voting on such matters at the Special Meeting.

Shares that abstain from voting as to a particular matter will be counted for the purpose of determining whether a quorum exists. However, with respect to Proposal No. 1 – Approval of Amendment to Amended and Restated Certificate of Incorporation to Effect3. If you properly submit a Reverse Stock Split, an abstention will have the same effect as an “Against” vote. Shares held in “street name” by brokers, banks or other nominees who indicate on their proxy cards that they do not have discretionary authority to vote such shares as to a particular matter, which we refer to as “broker non-votes,” will be counted for the purpose of determining whether a quorum exists but will not have any effect upon the outcome of voting with respect to matters voted on at the Special Meeting except for Proposal No. 1 – Approval of Amendment to Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split where they will have the same effect as an “Against” vote. Brokers holding shares for clients who have not givenwithout giving specific voting instructions, are permitted to vote in their discretion only with respect to Proposal No.2 – Authorize Issuance of Common Stock for Conversion of Debenture and Proposal No.3 – Approval of Adjournment of the Special Meeting.

Stockholders may vote in person or by proxy. Voting by proxy will not in any way affect a stockholder’s right to attend the Special Meeting and vote in person. Any stockholder voting by proxy has the right to revoke the proxy at any time before the polls close at the Special Meeting by giving our corporate secretary a duly executed proxy card bearing a later date than the proxy being revoked at any time before that proxy is voted or by appearing at the Special Meeting and voting in person. The shares represented by all properly executed proxies received in time for the Special Meeting will be voted as specified. If the shares you own are held in your name and you do not specify in the otherwise properly executed proxy card how your shares are to be voted, they will be voted in accordance with our Board of Directors’ recommendations. If any other matters properly come before the meeting, the persons named in the accompanyingrecommendations as noted below. Voting by proxy intend to vote, or otherwise act, in accordance with their judgment. If the shares you own are held in “street name,” the broker, bank or other nominee, as the record holder ofwill not affect your shares, is required to vote your shares in accordance with your instructions. In order to vote your shares held in “street name,” you will need to follow the directions that your broker, bank or other nominee provides to you.

Householding

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy delivery requirements for Special Meeting materials with respect to two or more stockholders sharing the same address by delivering a single set of Special Meeting materials addressed to those stockholders. This process, commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. Because we utilize the “householding” rules for Special Meeting materials, stockholders who share the same address will receive only one copy of the Special Meeting materials, unless we receive contrary instructions from any stockholder at that address. If you prefer to receive multiple copies of the Special Meeting materials at the same address you share with other stockholders, additional copies will be provided to you promptly upon request. If you are a stockholder of record, you may obtain additional copies at the same address you share with other stockholders by calling us at (925)

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498-7709 or upon written request to Galena Biopharma, Inc., Attn: Corporate Secretary, 2000 Crow Canyon Place, Suite 380, San Ramon, California 94583. Eligible stockholders of record receiving multiple copies of the Special Meeting materials can request householding by contacting us in the same manner. If you are a beneficial owner and hold your shares in a brokerage or custody account, you can request additional copies of the Special Meeting materials at the same address you share with other stockholders or you can request householding by notifying your broker, bank or other nominee.

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Voting Information

As a stockholder, it is very important that you vote. Please carefully review this Proxy Statement and follow the instructions below to cast your vote on all of the proposals.

Voter Eligibility

Only those stockholders of record at the close of business on September 9, 2016 are entitled to notice of and to vote at the Special Meeting or any postponement or adjournment thereof. A complete list of stockholders entitled to vote at the Special Meeting will be available for examination at the Special Meeting for any purpose germane to the Special Meeting.

How to Vote

Even if you planright to attend the Special Meeting, if your shares are registered directly in your name, pleaseannual meeting. You may vote right away usingby one of the following advance voting methods.Make sure to have your proxy card in hand and follow the instructions.methods:

		By InternetInternet: If you have Internet access, you may submit your proxyvote from any location in the world by following the Internet votinginstructions in the Notice or following the instructions on the proxy card or voting instruction card sent to you.
		By TelephoneTelephone: You may submit your proxyvote by following the telephone voting instructions on the following the instructions in the Notice of Internet Availability you received or by following the telephone voting instructions on the proxy card or voting instruction card sent to you.
			By MailProxy by Mail: You may do thisvote by mail by requesting a full paper copy of the Proxy Statement materials as instructed in the Notice of Internet Availability and marking, dating and signing your proxy card or, for shares held in street name, the voting instruction card provided to you by your broker or nominee, and mailing it in the enclosed, self-addressed, postage prepaid envelope. No postage is required if mailed in the United States. Please note that you will be mailed a printed proxy card or printed voting instruction card only if you request that such printed materials be sent to you by following the instructions in the Notice of Internet Availability for requesting paper copies of the proxy materials.
	In Person at the Meeting By Proxy or Ballot: If you attend the meeting, you may deliver a completed proxy card in person or you may vote by completing a ballot, which will be available at the meeting. As a stockholder of record, you may vote in person at the annual meeting.  As a beneficial owner, since you are not the stockholder of record, you may not vote your shares in person at the annual meeting unless you request and obtain a valid proxy from your broker or other agent.

All

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 1:00 a.m. EDT on July 12, 2019.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If on the Record Date your shares were registered directly in your name with our transfer agent, Computershare, then you are a stockholder of record. If on the Record Date your shares were not held in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name.” You must follow the instructions of the holder of record in order for your shares to be voted.

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in person at the Special Meeting.annual meeting, vote by proxy using the enclosed proxy card or vote by proxy over the telephone or through the Internet. Whether or not you plan to attend the annual meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the annual meeting even if you have already voted by proxy. If you attend the annual meeting and decide to vote in person even if you have already voted by proxy, you must at the annual meeting first revoke your proxy and then vote with the ballot provided to you at the annual meeting.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Nominee

If you are helda beneficial owner of shares registered in “street name” forthe name of your account by a broker, bank, or other nominee, you will receiveshould have received a voting instruction form with these proxy materials from that organization rather than from us. Simply complete and mail the voting instruction form to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker, bank or other nominee. To vote in person at the annual meeting, you must obtain a valid proxy from your broker, bank or other nominee. Follow the instructions from your broker, bank or other nominee explaining how to vote. If you plan to vote in person at the Special Meeting, you shouldincluded with these proxy materials, or contact theyour broker, bank or other nominee that holds your shares to obtain a broker’s proxy card and bring it with you to the Special Meeting. A broker’s proxy card is not the form of proxy card enclosed with this Proxy Statement. You will not be able to vote shares you hold in “street name” at the Special Meeting unless you have a proxy card from your broker issued in your name giving you the right to vote the shares.

Your proxy will be voted according to your instructions. If you do not specify how you want your shares voted, they will be voted in accordance with our Board of Directors’ recommendations.

Electronic Document Delivery

We are pleased to take advantage of SEC rules that allow companies to furnish their proxy materials over the Internet. We are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) instead of a paper copy of our proxy materials. The Notice contains instructions on how to access those documents and to cast your vote via the Internet, as described above. The Notice also contains instructions on how to request a paper copy of our proxy material. All stockholders who do not receive a Notice will receive a paper copy of the proxy materials by mail. This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

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Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider and you should read this entire Proxy Statement before voting.

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Proposal No. 1

Reverse Stock Split

Approval of Amendment to Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split

General

Our Board of Directors has unanimously approved, and recommended that our stockholders approve, an amendment to our Charter (the “Certificate of Amendment”), to effect a reverse stock split at a ratio of not less than1-for-2 and not greater than1-for-20, with the final decision of whether to proceed with the Reverse Stock Split, the effective time of the Reverse Stock Split, and the exact ratio of the Reverse Stock Split to be determined by the Board of Directors, in its discretion. If the stockholders approve the Reverse Stock Split, and the Board of Directors decides to implement it, the Reverse Stock Split will become effective as of 12:01 a.m. Eastern Time on a date to be determined by the Board that will be specified in the Certificate of Amendment. If the Board of Directors does not decide to implement the Reverse Stock Split within twelve months from the date of the Special Meeting, the authority granted in this proposal to implement the reverse stock split will terminate.

The Reverse Stock Split will be realized simultaneously for all outstanding common stock, options to purchase shares of our common stock (including shares available for future grants under the 2016 Incentive Plan), and warrants to purchase shares of our common stock. The Reverse Stock Split will affect all holders of common stock uniformly and each stockholder will hold the same percentage of common stock outstanding immediately following the Reverse Stock Split as that stockholder held immediately prior to the Reverse Stock Split, except for immaterial adjustments that may result from the treatment of fractional shares as described below. The Reverse Stock Split will not change the par value of our common stock and will not reduce the number of authorized shares of common stock.

If we fail to obtain stockholder approval of either Proposal No.1 or Proposal No.2 (described in the next section) at the Special Meeting, we intend to continue to seek to obtain stockholder approval at each subsequent annual meeting of stockholders and/or special meetings of stockholders until such approval has been obtained and we will incur the costs associated therewith.

Reasons for the Reverse Stock Split

Retain Listing on the NASDAQ Capital Market

The principal reason for the reverse stock split is the continued listing on The NASDAQ Capital Market by increasing the per share trading price of the Company’s common stock in order to help ensure a share price high enough to satisfy the $1.00 per share minimum bid price requirement, although there can be no assurance that the trading price of our common stock would be maintained at such level or that we will be able to maintain the listing of our common stock on The NASDAQ Capital Market under the ticker symbol “GALE”.

As previously reported, on August 11, 2016, the Company received written notice (the “Notification Letter”) from the NASDAQ Stock Market (“NASDAQ”) notifying the Company that it was not in compliance with the minimum bid price requirements set forth in NASDAQ Listing Rule 5550(a)(2) for continued listing on The NASDAQ Capital Market, because the bid price of the Company’s common stock had closed below the minimum $1.00 per share for the 30 consecutive business days prior to the date of the Notification Letter. NASDAQ stated in its August 11^th letter that, in accordance with Marketplace Rule 5810(c)(3)(A), we have been provided a grace period of 180 calendar days, or until February 7, 2017, in which to regain compliance with the minimum consolidated closing bid price requirement for continued listing. Compliance will be regained if our consolidated closing bid price is at or above $1.00 for at least 10 consecutive trading days anytime during the 180-day period.

The Board of Directors believes that maintaining the listing of our common stock on the NASDAQ Capital Market is in the Company’s best interests and the best interests of our stockholders. The Board of Directors has considered the potential harm to the Company and our stockholders should NASDAQ delist our common stock. Delisting from NASDAQ would significantly affect the ability of investors to trade our securities and would likely adversely affect our ability to raise additional financing through the public or private sale of equity securities. Delisting would also likely negatively affect the value and liquidity of our common stock because alternatives, such as the OTC Bulletin Board and the pink sheets, are generally considered to be less efficient markets.

We believe that the decrease in the number of shares of our outstanding common stock as a consequence of the Reverse Stock Split, and the anticipated increase in the price per share, is necessary to ensure that we retain listing on the NASDAQ Capital Market as well as encouraging greater interest in our common stock by the financial community, business development partners and the investing

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public. We believe it will also help us attract and retain employees and other service providers, help us raise additional capital through the sale of stock in the future if needed, and possibly promote greater liquidity for our stockholders with respect to those shares presently held by them.

We believe that the Company’s best option to meet NASDAQ’s $1.00 minimum bid price requirement of Marketplace Rule 5810(c)(3)(A) may be to effect the Reverse Stock Split to increase the per share trading price of our common stock. The volatility and fluctuations in the capital markets combined with the potential news items related to clinical and operational updates, may not increase our stock price by a sufficient amount to meet the NASDAQ listing requirements within the 180-day grace period without the Reverse Stock Split.

Marketability

In addition, we believe that the low per share market price of our common stock impairs its marketability to and acceptance by institutional investors and other members of the investing public and creates a negative impression of the Company. Many investors, brokerage firms and market makers consider low priced stocks as unduly speculative in nature and, as a matter of policy, avoid investment and trading in such stocks. Moreover, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower priced stocks. The presence of these factors may adversely affect not only the pricing of our common stock but also its trading liquidity. In addition, these factors may affect our ability to raise additional capital through the sale of stock.

Because of the trading volatility often associated with low-priced stocks, many brokerage firms and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices pertain to the payment of brokers’ commissions and to time-consuming procedures that function to make the handling of lower-priced stocks unattractive to brokers from an economic standpoint. Additionally, because brokers’ commissions on lower-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current share price of the common stock can result in an individual stockholder paying transaction costs that represent a higher percentage of total share value than would be the case if our share price were substantially higher. This factor may also limit the willingness of institutions to purchase our common stock. The Board of Directors believes that the anticipated higher market price resulting from a Reverse Stock Split could enable institutional investors and brokerage firms with such policies and practices to invest or handle trading in our common stock, but there can be no assurance that the Reverse Stock Split will result in a per share price that will attract brokers and investors who do not trade in lower priced stocks.

We believe that our current low stock price may prevent or discourage investment in our pipeline programs. We are focused on continuing to advance our existing pipeline of drug candidates including GALE-401 (Anagrelide Controlled Release) and supporting our ongoing immunotherapy programs with NeuVax™ (nelipepimut-S) and GALE-301/GALE-302. We believe GALE-401, targeting an unmet medical need, represents a potentially significant commercial opportunity with a streamlined clinical and regulatory development path. As such we are actively preparing to advance this program into a Phase 3 Pivotal trial expected to initiate in the first half of 2017. The ongoing combination trials with NeuVax are progressing well with the presentation of safety data in our NeuVax plus trastuzumab combination trial in the HER2 1+/2+ patient population in the fourth quarter. And, we continue to evaluate the appropriate indications and patient populations to advance the asset. Additionally, we look forward to data presentations for GALE-301 this year. Corporate development activities remain a focus as we seek to expand our existing pipeline and seek partnering opportunities for our existing drug candidates that can increase shareholder value and help patients living with diseases in areas of unmet medical need.

Further, we believe that a higher stock price could help us establish business development relationships with other companies. We believe that potential business development partners may be less confident in the prospects of a company with a low stock price, and are less likely to enter into business relationships with a company with a low stock price. If the Reverse Stock Split successfully increases the per share price of our common stock, we believe this may increase our ability to attract business development partners. Also, we believe that strategic transactions are more likely without a low stock price. With a successful reverse stock split, in theory, we may be more successful in engaging in strategic transactions including mergers and acquisitions.

We further believe that a higher stock price could help us attract and retain employees and other service providers. We believe that some potential employees and service providers are less likely to work for a company with a low stock price, regardless of the size of the company’s market capitalization.

With shares trading at a higher price, it may promote greater liquidity for our stockholders with respect to those shares presently held by them. However, the possibility also exists that liquidity may be adversely affected by the reduced number of shares which would be outstanding if the Reverse Stock Split is effected, particularly if the price per share of our common stock begins a declining trend after the Reverse Stock Split is effected.

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If Proposal No. 1 is not approved by our stockholders and implemented, approval by our stockholders of this Proposal No. 2 will have no effect as we will not have enough authorized shares to accommodate the monthly redemptions, conversion of the Debenture or exercise of the Warrants, as applicable, and because we would not have obtained the required Stockholder Approval (described below).

The Board of Directors believes that stockholder adoption of a range of Reverse Stock Split ratios (as opposed to adoption of a single reverse stock split ratio or a set of fixed ratios) provides maximum flexibility to achieve the purposes of a reverse stock split and, therefore, is in the best interests of the Company. In determining a ratio following the receipt of stockholder adoption, the Board of Directors (or any authorized committee of the Board of Directors) may consider, among other things, factors such as:

The Board of Directors (or any authorized committee of the Board of Directors) reserves the right to elect to abandon the Reverse Stock Split, notwithstanding stockholder adoption thereof, if it determines, in its sole discretion, that the Reverse Stock Split is no longer in the best interests of the Company.

Reverse Stock Split Amendment to the Charter

If the Reverse Stock Split is approved, Article III, Section A of the Charter is amended and restated in its entirety as follows:

“A.Classes of Stock.This Corporation is authorized to issue [●] shares, of which [●] shall be Common Stock with a par value of $0.0001 per share (the “Common Stock”) and [5,000,000] shares shall be Preferred Stock with a par value of $0.0001 per share.

Reverse Stock Split.Effective at 12:01 a.m., Eastern [Daylight Savings] Time on [●] [●], 2016 this Certificate of Amendment of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Split Effective Time”), the shares of Common Stock issued and outstanding immediately prior to the Split Effective Time and the shares of Common Stock issued and held in the treasury of the Corporation immediately prior to the Split Effective Time are reclassified into a smaller number of shares such that each two to twenty shares of issued Common Stock immediately prior to the Split Effective Time is reclassified into one share of Common Stock, the exact ratio within the two to twenty range to be determined by the board of directors of the Corporation prior to the Split Effective Time and publicly announced by the Corporation. Notwithstanding the immediately preceding sentence, no fractional shares shall be issued and, in lieu thereof, upon surrender after the Split Effective Time of a certificate which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Split Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification, following the Split Effective Time, shall be entitled to receive a cash payment equal to the fraction to which such holder would otherwise be entitled multiplied by the closing price of a share of Common Stock on the NASDAQ Capital Market immediately following the Split Effective Time.

Each stock certificate that, immediately prior to the Split Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Split Effective Time shall, from and after the Split Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the Split Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified (as well as the right to receive cash in lieu of fractional shares of Common Stock after the Split Effective Time).”

The Certificate of Amendment attached hereto asAnnex Areflects the changes that will be implemented to our Charter if the Reverse Stock Split is approved.

Principal Effects of the Reverse Stock Split

If the stockholders approve the proposal to authorize the Board of Directors to implement the Reverse Stock Split and the Board of Directors implements the Reverse Stock Split, we will amend the existing provision of Article III of our Charter in the manner set forth above.

By approving this amendment, stockholders will approve the combination of any whole number of shares of common stock between and including two (2) and twenty (20), with the exact number to be determined by the Board of Directors, into one (1) share. The Certificate of Amendment to be filed with the Secretary of State of the State of Delaware will include only that number determined by the Board of Directors to be in the best interests of the Company and its stockholders.

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In accordance with these resolutions, the Board of Directors will not implement any amendment providing for a different split ratio.

As explained above, the Reverse Stock Split will be effected simultaneously for all issued and outstanding shares of common stock and the exchange ratio will be the same for all issued and outstanding shares of common stock. The Reverse Stock Split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interests in the Company, except to the extent that the Reverse Stock Split results in any of our stockholders receiving a cash payment in lieu of owning a fractional share, as described in the section titled “Fractional Shares,” below. Common stock issued pursuant to the Reverse Stock Split will remain fully paid andnon-assessable. The Reverse Stock Split will not affect the Company’s continuing obligations under the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Following the Reverse Stock Split, our common stock will continue to be listed on The NASDAQ Capital Market, under the symbol “GALE,” although it would receive a new CUSIP number.

Upon effectiveness of the Reverse Stock Split, the number of authorized shares of common stock that are not issued or outstanding will increase because the proposed amendment will not reduce the number of authorized shares, while it will reduce the number of outstanding shares by a factor of between and including two and twenty, depending on the exchange ratio selected by the Board of Directors.

The shares that are authorized but unissued after the Reverse Stock Split will be available for issuance, and, if we issue these shares, the ownership interest of holders of our common stock will be diluted. We may issue such shares to raise capital and/or as consideration in acquiring other businesses, assets, or establishing strategic relationships with other companies. Such acquisitions or strategic relationships may be effected using shares of common stock or other securities convertible into common stock and/or by using capital that may need to be raised by selling such securities. We do not have any agreement, arrangement or understanding at this time with respect to any specific acquisition for which the newly unissued authorized shares would be issued.

Procedure for Effecting Reverse Stock Split and Exchange of Stock Certificates

If the Reverse Stock Split is approved by the Company’s stockholders, and if at such time the Board of Directors still believes that a Reverse Stock Split is in the best interests of the Company and its stockholders, the Board of Directors will determine the ratio of the Reverse Stock Split to be implemented. The Reverse Stock Split will become effective as of 12:01 a.m. Eastern Time on the date specified in the Certificate of Amendment as filed with the office of the Secretary of State of the State of Delaware (the “effective time”). The Board of Directors will determine the exact timing of the filing of the Certificate of Amendment based on its evaluation as to when the filing would be the most advantageous to the Company and its stockholders and publicly announced in a press release. If the Board of Directors does not decide to effect the Reverse Stock Split within twelve months from the date of the Special Meeting, the authority granted in this proposal to effect the Reverse Stock Split will terminate.

Except as described below under the section titled “Fractional Shares,” at the effective time, each whole number of issued and outstandingpre-reverse split shares that the Board of Directors has determined will be combined into onepost-reverse split share, will, automatically and without any further action on the part of our stockholders, be combined into and become one share of common stock, and each certificate which, immediately prior to the effective time representedpre-reverse stock split shares, will be deemed for all corporate purposes to evidence ownership ofpost-reverse split shares.

Fractional Shares

No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders of record at the effective time of the Reverse Stock Split who otherwise would be entitled to receive fractional shares because they hold a number ofpre-split shares not evenly divisible by the number ofpre-split shares for which eachpost-split share is to be exchanged, will, in lieu of a fractional share, be entitled, upon surrender to the exchange agent of certificate(s) representing suchpre-split shares, to a cash payment in lieu thereof. The cash payment will equal the fraction to which the stockholder would otherwise be entitled multiplied by the average of the closing prices (as adjusted to reflect the Reverse Stock Split) of our common stock, as reported by NASDAQ Capital Markets, during the ten consecutive trading days ending on the trading day that is the second day immediately prior to the date on which the Reverse Stock Split becomes effective.

Stockholders should be aware that, under the escheat laws of the various jurisdictions where stockholders reside, sums due for fractional interests that are not timely claimed after the effective time may be required to be paid to the designated agent for each such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds may have to seek to obtain them directly from the state to which they were paid.

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Risks Associated with the Reverse Stock Split

We cannot predict whether the Reverse Stock Split will result in an increase in the market price for our common stock over an extended period of time. The history of similar stock split combinations for companies in like circumstances is varied, and the market price of our common stock will also be based on our performance and other factors most of which are unrelated to the number of shares outstanding. Further, there are a number of risks associated with the Reverse Stock Split, including:

Additional negative consequences of failing to obtain stockholder approval of either Proposal No. 1 or Proposal No.2 are set forth in the section for Proposal No.2, under the heading “Potential Consequences if Proposal No.1 or Proposal No. 2 are Not Approved.”

Effect on Beneficial Holders of Common Stock (i.e., stockholders who hold in “street name”)

Upon the effectiveness of the Reverse Stock Split, we intend to treat shares of common stock held by stockholders in “street name,” through a bank, broker or other nominee, in the same manner as registered stockholders whose shares of common stock are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding the common stock in “street name.” However, these banks, brokers or other nominees may have different procedures than

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registered stockholders for processing the Reverse Stock Split and making payment for fractional shares. If a stockholder holds shares of common stock with a bank, broker or other nominee and has any questions in this regard, stockholders are encouraged to contact their bank, broker or other nominee.

Beneficial Ownership of Galena’s Common Stock

The following table sets forth information with respect to the beneficial ownership of our common stock as of September 9, 2016, by:

Beneficial ownership is determined in accordance with SEC rules, and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible securities that are exercisable or convertible within 60 days are deemed to be outstanding and to be beneficially owned by the person holding the options, warrants or convertible securities for the purpose of computing the percentage ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise noted, the information below is based on the number of shares of our common stock beneficially owned by each person or entity at September 9, 2016 and the number of shares subject to any options and warrants granted to these individuals that are exercisable within 60 days of September 9, 2016, which are indicated by footnote. The percentage ownership is based on 214,481,939 shares of common stock outstanding as of September 9, 2016. An asterisk (*) denotes beneficial ownership of less than 1%.

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Effect onBook-Entry Shares (i.e., stockholders that are registered on the transfer agent’s books and records but do not hold certificates)

If the Reverse Stock Split is effected, stockholders who hold uncertificated shares (i.e., shares held inbook-entry form and not represented by a physical stock certificate), either as direct or beneficial owners, will have their holdings electronically adjusted automatically by our transfer agent (and, for beneficial owners, by their brokers or banks that hold in “street name” for their benefit, as the case may be) to give effect to the Reverse Stock Split. Stockholders who hold uncertificated shares as direct owners will be sent a statement of holding from our transfer agent that indicates the number ofpost-reverse stock split shares of our common stock owned inbook-entry form.

Effect on Certificated Shares

As soon as practicable after the effective time of the Reverse Stock Split, stockholders will be notified that the Reverse Stock Split has been effected. We expect that our transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates. Holders ofpre-split shares will be asked to surrender to the exchange agent certificates representingpre-split shares in exchange for certificates representingpost-split shares in accordance with the procedures to be set forth in a letter of transmittal to be sent by us or our exchange agent. No new certificates will be issued to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent. Anypre-split shares submitted for transfer, whether pursuant to a sale or other disposition, or otherwise, will automatically be exchanged forpost-split shares.STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

Principal Effects of Reverse Stock Split on Outstanding Options, Warrants, and Option Plan

As of the Record Date, there were outstanding stock options to purchase an aggregate of 10,554,697 shares of our common stock with a weighted average exercise price of $2.29 per share, and warrants to purchase an aggregate of 37,418,263 shares of common stock with a weighted average exercise price of $1.82 per share. When the Reverse Stock Split becomes effective, the number of shares of common stock covered by such rights will be reduced to between and including one-half and one-twentieth the number currently covered, and the exercise or conversion price per share will be increased by between and including two and twenty times the current exercise or conversion price, resulting in the same aggregate price being required to be paid upon exercise or conversion thereof as was required immediately preceding the Reverse Stock Split.

In addition, the number of shares of common stock and number of shares of common stock subject to stock options or similar rights authorized under the Company’s equity incentive plan and employee stock purchase plan will automatically be proportionately adjusted for the reverse stock split ratio, such that fewer shares will be subject to such plans. Further, the per share exercise price under such plans will automatically be proportionately adjusted for the reverse stock split.

As an example, the following table illustrates the effects of a 1-for-10 Reverse Stock Split, without giving effect to any adjustments for fractional shares of our outstanding common stock, options to purchase our common stock or outstanding warrants to purchase our common stock as of September 9, 2016:

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Accounting Matters

The Reverse Stock Split will not affect the common stock capital account on our balance sheet. However, because the par value of our common stock will remain unchanged at the effective time of the split, the components that make up the common stock capital account will change by offsetting amounts. Depending on the size of the Reverse Stock Split the Board of Directors decides to implement, the stated capital component will be reduced proportionately based upon the Reverse Stock Split and the additionalpaid-in capital component will be increased with the amount by which the stated capital is reduced. Immediately after the Reverse Stock Split, the per share net income or loss and net book value of our common stock will be increased because there will be fewer shares of common stock outstanding. All historic share and per share amounts in our financial statements and related footnotes will be adjusted accordingly for the Reverse Stock Split.

Effect on Par Value

The proposed amendment to our Charter will not affect the par value of our common stock, which will remain at $0.0001 per share.

No Going Private Transaction

Notwithstanding the decrease in the number of outstanding shares following the proposed Reverse Stock Split, our Board of Directors does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule13e-3 of the Exchange Act.

PotentialAnti-Takeover Effect

Although the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have ananti-takeover effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board of Directors or contemplating a tender offer or other transaction for the combination of the Company with another company), the Reverse Stock Split proposal is not being proposed in response to any effort of which we are aware to accumulate shares of our common stock or obtain control of the Company, nor is it part of a plan by management to recommend a series of similar amendments to the Board of Directors and stockholders. Other than the Reverse Stock Split proposal, the Board of Directors does not currently contemplate recommending the adoption of any other actions that could be construed to affect the ability of third parties to take over or change control of the Company.

No Dissenters’ Appraisal Rights

Under the Delaware General Corporation Law, the Company’s stockholders are not entitled to dissenters’ appraisal rights with respect to the Reverse Stock Split, and the Company will not independently provide stockholders with any such right.

Material United States Federal Income Tax Consequences of the Reverse Stock Split

The following is not intended as tax or legal advice. Each holder should seek advice based on his, her or its particular circumstances from an independent tax advisor.

The following is a summary of certain United States federal income tax consequences of the Reverse Stock Split generally applicable to beneficial holders of shares of our common stock. This summary addresses only such stockholders who hold theirpre-reverse stock

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split shares as capital assets and will hold thepost-reverse stock split shares as capital assets. This discussion does not address all United States federal income tax considerations that may be relevant to particular stockholders in light of their individual circumstances or to stockholders that are subject to special rules, such as financial institutions,tax-exempt organizations, insurance companies, dealers in securities, and foreign stockholders. The following summary is based upon the provisions of the Internal Revenue Code of 1986, as amended, applicable Treasury Regulations thereunder, judicial decisions and current administrative rulings, as of the date hereof, all of which are subject to change, possibly on a retroactive basis. Tax consequences under state, local, foreign, and other laws are not addressed herein. Each stockholder should consult its tax advisor as to the particular facts and circumstances, which may be unique to such stockholder and also as to any estate, gift, state, local or foreign tax considerations arising out of the Reverse Stock Split.

Exchange Pursuant to Reverse Stock Split

No gain or loss will be recognized by a stockholder upon such stockholder’s exchange ofpre-Reverse Stock Split shares forpost-Reverse Stock Split shares pursuant to the Reverse Stock Split, except to the extent of cash, if any, received in lieu of fractional shares, further described in “Cash in Lieu of Fractional Shares” below. The aggregate tax basis of thepost-Reverse Stock Split shares received in the Reverse Stock Split, including any fractional share deemed to have been received, will be equal to the aggregate tax basis of thepre-Reverse Stock Split shares exchanged therefor, and the holding period of thepost-Reverse Stock Split shares will include the holding period of thepre-Reverse Stock Split shares.

Cash in Lieu of Fractional Shares

A holder ofpre-Reverse Stock Split shares that receives cash in lieu of a fractional share ofpost-Reverse Stock Split shares should generally be treated as having received such fractional share pursuant to the Reverse Stock Split and then as having exchanged such fractional share for cash in a redemption by the Company. The amount of any gain or loss should be equal to the difference between the ratable portion of the tax basis of thepre-Reverse Stock Split shares exchanged in the Reverse Stock Split that is allocated to such fractional share and the cash received in lieu thereof. In general, any such gain or loss will constitute a long-term capital gain or loss if the holder’s holding period for suchpre-Reverse Stock Split shares exceeds one year at the time of the Reverse Stock Split. Deductibility of capital losses by holders is subject to limitations.

Interests of Directors and Executive Officers

Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this proposal except to the extent of their ownership of shares of our common stock.

Reservation of Right to Abandon Reverse Stock Split

We reserve the right to not file the Certificate of Amendment and to abandon any reverse stock split without further action by our stockholders at any time before the effectiveness of the filing with the Secretary of the State of Delaware of the Certificate of Amendment, even if the authority to effect these amendments is approved by our stockholders at the Special Meeting. By voting in favor of Reverse Stock Split, you are expressly also authorizing the Board of Directors to delay, not proceed with, and abandon, these proposed amendments if it should so decide, in its sole discretion, that such action is in the best interests of our stockholders.

Vote Required

The affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote on the matter either in person or by proxy is required to approve the Certificate of Amendment to our Charter to effect the Reverse Stock Split of our common stock. Abstentions and brokernon-votes, if any, will thus count as votes AGAINST the Reverse Stock Split.

Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, then FOR the Reverse Stock Split.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE AMENDMENT OF OUR CHARTER TO EFFECT THE REVERSE STOCK SPLIT.

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Proposal No. 2

Approval of Issuance of Common Stock for Redemption and/or Conversion of Debenture

Reasons for Proposal

In May 2016, we secured a debt financing with JGB (Cayman) Newton Limited (“JGB”) with terms that included a 6.375% original issue discount, a 9% Senior Secured Debenture due November 10, 2018 (as amended, “Debenture”). We amended the Debenture in August 2016 to allow us to repay the Debenture under certain conditions with our common stock and allow the holder of the Debenture to convert some or all of the Debenture into stock under certain conditions. The flexibility to repay this Debenture in either cash or shares of our common stock, together with other financing facilities we have established, provide us with the necessary means to fund our operations. If we decide to pay the Debenture in shares and/or the holder of the Debenture decides to convert the Debenture into our common stock, we may not issue to the holder of the Debenture more than 36,185,586 shares, which represented 19.99% of our outstanding shares of common stock on the date the Debenture was originally issued, without first obtaining stockholder approval. As a result, we are seeking to obtain the requisite stockholder approval to authorize the issuance of shares of our common stock equal to 20% or more of our common stock or 20% or more of our voting power outstanding prior to the sale for less than the greater of book or market value of the stock (the “20% Cap”) to allow us to make the monthly redemptions in shares of our common stock, allow JGB to equitize some or all of the Debenture through a conversion of the outstanding balance of the debt, or allow the issuance of shares upon the exercise by JGB of the warrants.

Our Board of Directors has determined that it is in the best interest of the Company, and in the best interest of our stockholders, to have the ability to issue shares of our common stock in excess of 19.99% of the outstanding shares to allow us to redeem the Debenture by delivering our common stock to the holder of the Debenture and/or the holder to convert the Debenture into our common stock as well as to exercise the warrants whereby reducing the amount of cash necessary to redeem the Debenture over the term of the Debenture.

Our common stock is listed on the NASDAQ Capital Market and we are subject to the NASDAQ Marketplace Rules. NASDAQ Marketplace Rule 5635(d) is commonly referred to as the “NASDAQ 20% Rule.” The NASDAQ 20% Rule requires that a listed company obtain stockholder approval prior to certain issuances of common stock or securities convertible into or exchangeable for common stock at a price less than the greater of market price or book value of common stock. On May 8, 2016, the day before the original issuance date of the Debenture, our common stock had a book value of $0.56 and a market price of $1.25. Because the conversion and redemption prices applicable to the Debenture are or may be less than such amounts, we cannot issue more shares than the 20% Cap unless our stockholders first approve such issuances.

We are seeking stockholder approval to make such issuances of our common stock described above in accordance with Rule 5635 so that we can make as many monthly redemptions of the Debenture with shares of our common stock as we deem appropriate and the Debenture holder can convert some or all of the outstanding balance of the Debenture and obtain shares of our common stock upon the exercise of the Warrants.

As of the record date for the Special Meeting, we have 214,481,939 shares of our common stock issued and outstanding. Based on the current terms of the Debenture and the requirement that the minimum volume-weighted average price of our common stock is not less than $0.20, but disregarding the 20% Cap, we could potentially issue up to a maximum of 138,000,000 shares of our common stock upon redemptions of principal only of the Debenture, which amount would represent 39% of our total outstanding common stock following the issuance of such maximum based on our current outstanding common stock. Accordingly, if this Proposal No. 2 is approved our stockholders may experience significant additional dilution in the event we issue shares of our common stock upon redemptions or conversions of the Debenture in excess of the 20% Cap to which we are currently subject. Such additional dilution would afford our current stockholders a smaller percentage interest in the voting power, liquidation value and aggregate book value of the Company. Additionally, the resale of the shares of our common stock issued in satisfaction of the Debenture into the public markets could cause the market price of our common stock to decline.

Our Board of Directors believes approval of Proposal No. 2 is in the best interests of our Company and our stockholders because it will provide us additional flexibility to determine whether or not to satisfy redemptions and conversions of the Debenture in shares of our common stock or in cash. If Proposal No. 2 is not approved by our stockholders, then we will be limited to issuing a maximum of 36,185,586 shares of our common stock in satisfaction of the Debenture. Any additional payment obligations would need to be satisfied in cash. In order to generate the cash needed to satisfy redemptions of the Debenture, we would likely need to sell shares of our common stock in separate private placements or public offerings, which may be difficult to complete or may need to be completed at times or prices when the market conditions for our common stock are poor. If we are not able to generate the cash needed to satisfy our obligations under the Debenture and do not then have sufficient unrestricted cash to pay redemptions under the Debenture, then we may be forced to default under the Debenture if we have then issued shares up to the 20% Cap. Accordingly, approval of Proposal No. 2 will afford us with significant flexibility to meet our obligations under the Debenture and preserving our cash resources for our planned operating activities.

If Proposal No. 1 is not approved by our stockholders and implemented, approval by our stockholders of this Proposal No. 2 will have no effect as we will not have enough authorized shares to accommodate the monthly redemptions, conversion of the Amended Debenture or exercise of the Warrants, as applicable, and because we would not have obtained the required Stockholder Approval (described above). If Proposal No. 2 is not approved by our stockholders, then we may not issue upon redemption, conversion or otherwise in satisfaction of our obligations under the Debenture more shares than the 20% Cap.

Background; Terms of the Debenture and the Warrants

On May 10, 2016, the Company and JGB (Cayman) Newton Ltd. (the “Purchaser”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company sold and issued to the Purchaser, at a 6.375% original issue discount, a 9% Senior Secured Debenture due November 10, 2018 and having a principal face amount of $25,530,000, and warrants to purchase up to 2,000,000 shares of the Company’s common stock (the “Warrants”). On August 22, 2016, the Company, the Purchaser and certain other parties entered into an Amendment Agreement (the “Amendment Agreement”), which provides for the amendment and restatement of such debenture (as amended, the “Debenture”), an amendment to the terms of the Series A Common Stock Purchase Warrant issued by the Company to the Purchaser pursuant to the terms of the Purchase Agreement, and certain other terms and conditions, as summarized below.

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Net proceeds to the Company from sale of the Debenture, after payment of commissions and legal fees, were approximately $23,400,000. The Debenture matures November 10, 2018, accrue interest at 9% per year, and does contain a conversion feature into shares of our common stock. The Company intends to use the net proceeds from this offering to fund the costs associated with our GALE-401 clinical trials and other clinical trials of our product candidates, fund any possible future product acquisitions, closing the NeuVax Phase 3 PRESENT study, and to augment its working capital and for general corporate purposes.

The Debenture carries an interest only period of six months to November 2016 following which the Purchaser shall have the rights, at its option, to require the Company to redeem up to $1,500,000 per month of the outstanding principal amount of the Amended Debenture. Interest is payable at the end of each month based on the outstanding principal. During the interest only period, the Company is permitted to satisfy such interest payments in kind by adding such amount to the outstanding principal.

The Company is required to promptly, but in any event no more than three trading days after the Purchaser delivers a redemption notice to the Company, pay the applicable redemption amount in cash or, at the Company’s election and subject to certain conditions, in shares of the Company’s common stock. If the Company elects to pay the redemption amount in shares of its common stock, then the shares will be delivered at the lesser of A) 7.5% discount to the average of the 3 lowest volume weighted average prices over the prior 20 trading days or B) a 7.5% discount to the prior trading day’s volume weighted average price. The Company may only opt for payment in shares of common stock if certain equity conditions are met. The Company, at its option, may also force the Purchaser to redeem up to double the monthly redemption principal amount of the Debenture but not less than the monthly payment. Among the various conditions that must be satisfied in order for the Company to be able to elect to satisfy the monthly redemption amounts in shares of its common stock, the minimum volume-weighted average price of the common stock was decreased from $0.75 to $0.20 per share in the Amended Debenture.

The Purchaser shall continue to have the right under the Debenture, commencing November 10, 2016, to require the Company to redeem the outstanding principal amount in cash, shares of the Company’s common stock or a combination thereof, except that the maximum monthly amount of such redemptions is $1,500,000; provided, that if the trading price of the Company’s common stock is at least $0.40 per share (as adjusted appropriately for stock splits, combinations or similar events) during such calendar month, then such monthly maximum redemption amount may be increased to $2,200,000 at the Purchaser’s election and if the Company has already elected to satisfy such redemptions in shares of common stock. In addition, notwithstanding the foregoing limitations on the monthly redemption amount, the Purchaser may elect up to three times in any 12-month period to increase the monthly maximum to $2,500,000.

The Purchaser can from time to time during the term of the Debenture require the Company to prepay in cash all or a portion of the outstanding principal plus accrued and unpaid interest (the “Outstanding Amount”) on written notice to the Company, provided, that such prepayment amount shall not exceed the lesser of $18,500,000 and the Outstanding Amount. In addition, the Company shall have the right to prepay in cash all (but not less than all) of the Outstanding Amount (1) at any time after November 10, 2017, or (2) upon a “change of control” (as such term is used un the Debenture), in each case with a 10% premium on the Outstanding Amount.

The Debenture provides that, following November 10, 2016, the Purchaser may elect to convert any portion of the Outstanding Amount into shares of common stock at a fixed price of $0.60 per share (as adjusted appropriately for stock splits, combinations or similar events).

Under the Debenture, the Company is required to maintain a minimum of the lesser of $18,500,000 of unencumbered cash or the Outstanding Amount in a restricted account as security for its obligations under the Debenture.

The Company’s obligations under the Debenture can be accelerated in the event the Company undergoes a change in control and other customary events of default. In the event of default and acceleration of the Company’s obligations, the Company would be required to pay all amounts of principal and interest then outstanding under the Amended Debenture in cash. The Company’s obligations under the Debenture are secured under a Security Agreement by a senior lien on all of the Company’s assets, including all of the Company’s interests in its consolidated subsidiaries.

Pursuant to the Purchase Agreement, on May 10, 2016, the Company issued to the Purchaser a Series A Common Stock Purchase Warrant (the “Series A Warrant”) to purchase 1,000,000 shares of the Company’s common stock at a price of $1.51 per share, maturing 5 years from issuance. Additionally, the Purchasers received a Series B Common Stock Purchase Warrant (the “Series B Warrant”) to purchase an additional 1,000,000 shares of common stock on June 29, 2016, the date of the Company’s public announcement of the interim analysis. The Series B Warrant is exercisable at a price of $0.43 per share. In accordance with the terms of the Amendment Agreement, the exercise price of the Series A Warrant was reduced to $0.43 per share (as adjusted appropriately

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for stock splits, combinations or similar events). If the Purchaser elects such prepayment of the Debenture, then the number of shares subject to the Series A Warrant and Series B Warrant issued to the Purchaser will be reduced in proportion to the percentage of principal required and accrued interest to be prepaid by the Company.

In accordance with the NASDAQ Marketplace Rules, the Debenture continues to provide that the maximum number of shares of common stock that the Company is permitted to issue pursuant to the Amended Debenture is 36,185,586 shares, which amount represented approximately 19.99% of the Company’s outstanding common stock on May 10, 2016. However, the Company has agreed to seek stockholder approval to exceed such limitation in accordance with applicable NASDAQ rules.

A summary of the terms and conditions of the Purchase Agreement, the Debenture, the Warrants, and Amendment Agreement was set forth under Item 5 of Part II of the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2016, as filed with the Commission on May 10, 2016 and our Current Report on Form 8-K filed with the SEC on August 23, 2016, which summaries are qualified in their entireties by reference to the full text of the forms of Purchase Agreement, Amended Debenture, Amendment Agreement and Warrants, which are filed as exhibits to such reports. We encourage you to read the Purchase Agreement, Debenture, Amendment Agreement and Warrants and the other related agreements in their entirety.

Potential Consequences if Proposal No. 1 and Proposal No. 2 are Not Approved

The issuance of shares of our common stock upon the monthly redemptions, conversion of the Amended Debenture or exercise of the Warrants is subject to stockholder approval of: (1) either Proposal No.1; and (2) this Proposal No. 2. If these proposals are not approved by our stockholders:

If we fail to obtain stockholder approval of Proposal No. 2 at the Special Meeting, we intend to continue to seek to obtain stockholder approval at subsequent annual meetings of stockholders and/or special meetings of stockholders until such approval has been obtained and we will incur the costs associated therewith.

Vote Required

The affirmative vote of holders of a majority of our common stock voting at the Special Meeting is required to approve the issuance of shares upon conversion of the Debenture.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF ISSUANCE OF COMMON STOCK FOR REDEMPTION AND/OR CONVERSION OF DEBENTURE

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Proposal No. 3

Adjournment Proposal

If at the Special Meeting the number of shares of common stock present or represented and voting in favor of the Reverse Stock Split is insufficient to approve the Reverse Stock Split, management may move to adjourn, postpone or continue the Special Meeting in order to enable the Board of Directors to continue to solicit additional proxies in favor of the proposed Reverse Stock Split.

In this Adjournment Proposal, we are asking you to authorize the holder of any proxy solicited by the Board of Directors to vote in favor of adjourning, postponing or continuing the Special Meeting and any later adjournments. If the stockholders approve the Adjournment Proposal, we could adjourn, postpone or continue the Special Meeting, and any adjourned session of the Special Meeting, to use the additional time to solicit additional proxies in favor of the Reverse Stock Split. Among other things, approval of the Adjournment Proposal could mean that, even if proxies representing a sufficient number of votes against the Reverse Stock Split have been received, we could adjourn, postpone or continue the Special Meeting without a vote on the Reverse Stock Split and seek to convince the holders of those shares to change their votes to votes in favor of the Reverse Stock Split.

Vote Required

The affirmative vote of holders of a majority of our common stock voting at the Special Meeting is required to approve the Adjournment. Abstentions and brokernon-votes will not be counted as votes cast and, therefore, will have no impact on the approval of this proposal. No proxy that is specifically marked AGAINST the Reverse Stock Split will be voted in favor of the Adjournment Proposal, unless it is specifically marked FOR the discretionary authority to adjourn, postpone or continue the Special Meeting to a later date.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADJOURNMENT PROPOSAL.

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Other Matters

Stockholder Proposals

Any proposal that a stockholder intends to present in accordance with Rule 14a-8 of Exchange Act of 1934 at our annual meeting of Stockholders to be held in 2017 must be received by us on or before February 6, 2017. Only proper proposals under Rule 14a-8, which are timely received, will be included in the proxy statement in 2017.

Additionally, stockholders who intend to present a stockholder proposal at the 2017 annual meeting must provide the Secretary of the Company with written notice of the proposal not fewer than 90 nor more than 120 days prior to the anniversary date of the 2016 annual meeting, provided, however, that if the 2017 annual meeting date is more than 30 days before or after the anniversary date of the 2016 annual meeting, then stockholders must provide notice on or before 10 days after the day on which the date of the 2017 annual meeting is first disclosed in a public announcement. Notice must be tendered in the proper form prescribed by our Bylaws. Proposals not meeting the requirements set forth in our Bylaws will not be entertained at the meeting.

Additionally, any stockholder seeking to recommend a director candidate or any director candidate who wishes to be considered by the Nominating & Governance Committee, the committee that recommends a slate of nominees to the Board of Directors for election at each annual meeting, must provide the Secretary of the Company with a completed and signed biographical questionnaire on or before the Proxy Deadline. Stockholders can obtain a copy of this questionnaire from the Secretary of the Company upon written request. The Nominating & Governance Committee is not required to consider director candidates received after this date or without the required questionnaire. The Nominating & Governance Committee will consider all director candidates who comply with these requirements and will evaluate these candidates using the criteria described above under the caption, “Nomination of Directors.” Director candidates who are then approved by the Board of Directors will be included in the Company’s proxy statement for that annual meeting.

Revocation of Proxy

Subject to the terms and conditions set forth in this proxy statement, all proxies received by us will be effective, notwithstanding any transfer of the shares to which those proxies relate, unless prior to the closing of the polls at the Special Meeting, we receive a written notice of revocation signed by the person who, as of the record date, was the registered holder of those shares. The notice of revocation must indicate the certificate number and numbers of shares to which the revocation relates and the aggregate number of shares represented by the certificate(s). Any stockholder voting by proxy also has the right to revoke the proxy at any time before the polls close at the Special Meeting by giving our corporate secretary a duly executed proxy card bearing a later date than the proxy being revoked at any time before that proxy is voted or by appearing at the meeting and voting in person.

Expenses of Solicitation

We will bear the cost of soliciting proxies in the accompanying form. In addition to the use of the mails, proxies may also be solicited by our directors, officers or other employees, personally or by telephone, facsimile or email, none of whom will be compensated separately for these solicitation activities.

We have also engaged Georgeson, LLC to assist in the solicitation of proxies. We will pay Georgeson a fee of $7,500 plus certain out-of-pocket expenses and flat fees of $6.00 per completed proxy solicitation call and $4.00 per telephone vote.

Delivery of Proxy Materials to Households

Some banks, brokers, and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this notice and/or proxy statement may have been sent to multiple stockholders in your household. If you would prefer to receive separate copies of a proxy statement or annual report either now or in the future, please contact your bank, broker or other nominee. Upon written request to us at Galena Biopharma, Inc., Attention: Corporate Secretary, 2000 Crow Canyon Place, Suite 380, San Ramon, California 94583, or by email atinfo@galenabiopharma.com, or by telephone at (855) 855-4253, we will promptly deliver without charge, upon oral or written request, a separate copy of the proxy material to any stockholder residing at an address to which only one copy was mailed. In addition, stockholders sharing an address can request delivery of a single copy of Special reports or proxy statements if they are receiving multiple copies upon written or oral request to us at the physical address, email address, or telephone number stated above.

Miscellaneous

Our management does not intend to present any other items of business and is not aware of any matters other than those set forth in this proxy statement that will be presented for action at the Special Meeting. However, if any other matters properly come before the Special Meeting, the persons named in the enclosed proxy intend to vote the shares of our common stock that they represent in accordance with their best judgment.

21

Questions and Answers

What is a proxy?

A proxy is a legal designation of another person to vote the stock you own. That other person is called a proxy. The written document by which you designate someone as your proxy is also called a proxy, or a proxy card. By completing, signing and returning the accompanying proxy card, you are designating Mark W. Schwartz, Ph.D., our President and Chief Executive Officer, and Thomas J. Knapp, our Interim General Counsel and Corporate Secretary, as your proxies for the Special Meeting and you are authorizing each of Dr. Schwartz and Mr. Knapp to vote your shares at the Special Meeting as you have instructed them on the proxy card. This way, your shares will be voted whether or not you attend the Special Meeting. Even if you plan to attend the Special Meeting, we urge you to return the accompanying proxy card, or vote in one of the other ways described below under “How can I vote my shares without attending the Special Meeting?” so that your vote will be counted if you later decide not to attend the Special Meeting or are unable to attend.

What is a proxy statement?

A proxy statement is a document that we are required by Securities and Exchange Commission, or “ SEC,” regulations to give you when we ask you to designate Dr. Schwartz and Mr. Knapp as your proxies to vote on your behalf.

What is in this proxy statement?

This proxy statement describes the proposals on which we would like you, as a stockholder, to vote at the Special Meeting. It givesannual meeting. This Proxy Statement provides you with information on the proposals, as well as other information about us, so that you can make an informed decision as to whether orand how to vote your stock.

At the Special Meeting,annual meeting, stockholders will act upon the following proposals referred to in the attached notice of Special Meeting and described in detail in this proxy statement:four proposals:

How Does our Board of Directors Recommend That I Vote on the Proposals?

Our Board of Directors recommends that you vote as follows:

In addition, management will report on our current business operations and respond to appropriate questions from stockholders.

Who is entitled to vote at the Special Meeting?

Only stockholders of record at the close of business on September 9, 2016, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Most of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name as the stockholder of record. As summarized below, there are some important distinctions between shares held of record and those owned beneficially.

What if another matter is properly brought before the annual meeting?

22As of the date of this Proxy Statement, our Board knows of no other matters that will be presented for consideration at the annual meeting. If any other matters are properly brought before the annual meeting, it is the intention of your proxyholder (identified on your proxy card) to vote on those matters in accordance with their best judgment.

What does it mean ifHow many votes do I receive more than one proxy card?have?

It means that

On each matter to be voted upon, you have multiple accounts at our transfer agent or with your broker, bank or other nominee. Please complete, sign and return all proxy cards to ensure that all your shares are voted. Unlessone vote for each share of common stock you need multiple accounts for specific purposes, it may be less confusing if you consolidateowned as many of your transfer agent or brokerage accounts as possible under the same name and address.

What constitutes a quorum?

Our bylaws provide that the presence, in person or by proxy, at the Special Meeting of the holders of a majority of outstanding shares of our common stock will constitute a quorum for the transaction of business. On the record date, there were 214,481,939 shares of our common stock issued and outstanding, exclusive of treasury shares.

For the purpose of determining the presence of a quorum, proxies marked “withhold authority” or “abstain” will be counted as present. Shares represented by proxies that include so-called broker non-votes, also will be counted as shares present for purposes of establishing a quorum.

What are Abstentions?

An “ABSTENTION” occurs when a stockholder sends in a proxy marked “ABSTAIN” regarding a particular proposal. For purposes of establishing a quorum, shares that the holders abstain from voting in person and shares covered by proxies received but marked “ABSTAIN” as to any or all proposals count as present at the Special Meeting.

As to Proposals No. 1 through No.3, however, regarding the Approval of Amendment to Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split, Authorize the issuance of our common stock in excess of 19,99% of the outstanding shares upon the redemption and/or conversion of 6.375% original issue discount, a 9% Senior Secured Debenture due November 10, 2018 and exercise of the warrants, and Approval of Adjournment, respectively, an abstention will have the same effect as a vote “AGAINST” the proposal.

What are the voting rights of the holders of Galena common stock?

Each share of our common stock entitles the holder to one vote on all matters to come before the Special Meeting. The following voting rights are associated with respect to the proposals:Record Date.

How will my shares be votedWhat happens if I am a stockholderdo not vote?

Stockholder of record?Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote viaby completing your proxy card, by telephone, through the Internet or telephone or by returning a signed proxy card,in person at the annual meeting, your shares will not be voted unless you attendvoted.

Beneficial Owner: Shares Registered in the Special Meeting and vote your shares. If you vote via the InternetName of Broker or telephone and do not specify contrary voting instructions, your shares will be voted in accordance with the recommendations of our Board of Directors. Similarly, if you sign and submit your proxy card or voting instruction card with no instructions, your shares will be voted in accordance with the recommendations of our Board of Directors.Bank

If I am a beneficial owner of shares, can my brokerage firm vote my shares?

If you are a beneficial owner of shares registered in the name of your broker, bank, or other nominee (sometimes referred to as shares held in “street name”) and you do not provide instructions how to vote viayour shares, your broker, bank or other nominee may still be able to vote your shares in its discretion. A broker or other nominee may generally vote in their discretion on routine matters. In this regard, Proposals 1, 2 and 3 are considered to be “non-routine” meaning that if your broker does not receive instructions from you on how to vote your shares on such non-routine matter, the Internet or telephone or by returning a signed voting instruction cardbroker will not have the authority to vote on the matter with respect to your shares. This is generally referred to as a “broker non-vote.” Therefore, broker non-votes may exist in connection with Proposals 1, 2 and 3. However, Proposal 4 is considered to be a “routine” matter meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted only with respect to so-called routine matters whereby your broker has discretionary voting authority over your shares. Brokersin its discretion on Proposal 4.

What if I return a proxy card or otherwise vote but do not have such discretionary authority tomake specific choices?

If you return a signed and dated proxy card or otherwise vote on any of the proposals.

We encourage you to provide instructions to your brokerage firm by returning yourwithout marking voting instruction card. This ensures thatselections, your shares will be voted, as applicable:

If any other matter is properly presented at the Special Meetingannual meeting, your proxyholder (named on your proxy card) will vote your shares using their best judgment.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other nominees for the cost of forwarding proxy materials to beneficial owners.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the annual meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

Your most current proxy card or telephone or Internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee.

When are stockholder proposals and director nominations due for next year’s annual meeting?

Proposals of stockholders intended to be presented at our 2020 annual meeting of stockholders pursuant to Rule 14a-8 promulgated under the Exchange Act must be received by us at our principal offices, 15 West 38th Street, 10th Floor, New York, New York 10018, Attention: Corporate Secretary, no later than January 31, 2020, the date that is 120 days prior to the first anniversary of the date of this proxy statement, in order to be included in the proxy statement and proxy card relating to that meeting.

If a stockholder wishes to present a proposal at our 2020 annual meeting of stockholders, but does not wish to have the proposal considered for inclusion in our proxy statement and proxy card, pursuant to the advance notice provision in our bylaws, such stockholder must give written notice to our Corporate Secretary at our principal executive offices at the address noted above. The Corporate Secretary must receive such notice no earlier than March 14, 2020, and no later than April 13, 2020, provided that if the date of the 2020 annual meeting of stockholders is held before July 12, 2020, such notice must instead be received by the Corporate Secretary no earlier than the 120th day prior to the 2020 annual meeting of stockholders and not later than the close of business on the 90th day prior to the 2020 annual meeting of stockholders in order for such notice to be timely.

How are votes counted?

Votes will be counted by the inspector of election appointed for the annual meeting, who will separately count, with respect to all of(i) the proposals described in this proxy statement.

23

What happensproposal to elect directors, votes “For,” “Withhold” and broker non-votes; (ii) Proposals 2 and 4, votes “For” and “Against,” abstentions and, if a director nominee is unable to stand for election?

Our Board of Directors may reduce the number of nominees or select a substitute nominee. In the latter case, if you have completed, signedapplicable, broker non-votes; and returned your proxy card, Dr. Schwartz and Mr. Knapp can vote your shares for a substitute nominee. They cannot vote for more than three nominees.

Is my vote kept confidential?

Proxies, ballots and voting tabulations identifying stockholders are kept confidential and will not be disclosed to third parties except as may be necessary to meet legal requirements.

What vote is required for the proposals?

The following votes are required(iii) with respect to the proposals:Proposal 3, “Every Year,” “Every Two Years,” Every Three Years,” abstentions and, if applicable, broker non-votes.

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to Proposal No.his or her broker, bank or nominee holding the shares as to how to vote on matters deemed to be “non-routine” under NYSE rules, the broker, bank or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.” Proposals 1, regarding Approval2 and 3 are considered to be “non-routine” under NYSE rules and we, therefore, expect broker non-votes to exist in connection with those proposals.

As a reminder, if you a beneficial owner of Amendmentshares held in “street name,” in order to Amended and Restated Certificate of Incorporationensure your shares are voted in the way you would prefer, you must provide voting instructions to Effect a Reverse Stock Splityour broker or nominee holding the affirmative voteshares by the deadline provided in the materials you receive from your broker or nominee.

How many votes are needed to approve each proposal?

The holders of a majority of the shares of our common stock issued and outstanding and entitled to vote at the Special Meeting2019 annual meeting will constitute a quorum for the transaction of business at the 2019 annual meeting. Shares of common stock represented in person or by proxy (including shares which abstain or do not vote with respect to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum is required.present at the 2019 annual meeting. The following votes are required for approval of the proposals being presented at the 2019 annual meeting:

5

 

As

Proposal 1: To Elect One Class III Director.  Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. Accordingly, the nominee receiving the highest number of affirmative votes will be elected. The only nominee for Class III director to be considered at the annual meeting is Dr. Stergiou. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of Dr. Stergiou.

Proposals 2 and 3: To approve, on an advisory basis, the compensation of our Named Executive Officers and to vote on the frequency, in the future, of such advisory vote.These proposals call for a non-binding, advisory vote, and accordingly there is no “required vote” that would constitute approval. However, our Board of Directors, including our compensation committee, values the opinions of our stockholders and we will consider our stockholders’ concerns to the extent there are a substantial number of votes cast against the executive officer compensation as disclosed in this proxy statement and evaluate what actions may be appropriate to address those concerns. We will also consider and evaluate our stockholders’ position on the frequency of future advisory votes on executive compensation.

Proposal No.2 regarding Authorize4: To Ratify the issuanceSelection by the Audit Committee of Moss Adams LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2019. The affirmative vote of the holders of shares of common stock representing a majority of the votes cast on the matter is required for the ratification of the selection of Moss Adams LLP as our independent registered public accounting firm for the current fiscal year.

Shares that abstain from voting as to a particular matter and shares held in “street name” by brokerage firms who indicate on their proxies that they do not have discretionary authority to vote such shares as to a particular matter will not be counted as votes in favor of such matter, and will also not be counted as shares voting on such matter. Accordingly, abstentions and “broker non-votes” will have no effect on the voting on the proposals referenced above.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of our then outstanding shares of the Company’s common stock entitled to vote are present at the annual meeting in person or represented by proxy. On the Record Date, there were 25,176,475 shares issued and outstanding and entitled to vote.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the annual meeting. If there is no quorum, the holders of a majority of shares present at the annual meeting in person or represented by proxy may adjourn the annual meeting to another date.

How can I find out the annual meeting voting results?

Preliminary voting results will be announced at the annual meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the annual meeting. If final voting results are not available to us in time to file a current report on Form 8-K within four business days after the annual meeting, we intend to file a current report on Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional current report on Form 8-K to publish the final results.

What proxy materials are available on the Internet?

This proxy statement, the proxy card and the annual report to stockholders are available at http://www.envisionreports.com/SLS.

What if I Receive More Than One Notice or Proxy Card?

You may receive more than one Notice or proxy card if you hold shares of our common stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described above under “How Do I Vote?” for each account to ensure that all of your shares are voted.

How may I obtain an additional copy of the proxy materials if I share an address with another stockholder?

Some brokers or other nominee record holders may be sending you a single Notice or, if applicable, a single set of our proxy materials if multiple stockholders of the Company live in your household. This practice, which has been approved by the SEC, is called “householding.” Once you receive notice from your broker or other nominee record holder that it will be “householding” the Notice or if, applicable, our proxy materials, the practice will continue until you are otherwise notified or until you notify them that you no longer want to participate in the practice. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

6

We will promptly deliver a separate copy of our Notice or if applicable, our proxy materials to you if you write to our Corporate Secretary at: SELLAS Life Sciences Group, Inc., 15 West 38^th Street, 10^th Fl., New York, NY 10018. If you want to receive your own Notice or, if applicable, set of our proxy materials in the future or, if you share an address with another stockholder and together both of you would like to receive only a single Notice or, if applicable, set of proxy materials, you should contact your broker or other nominee record holder directly or you may contact us at the above address and phone number.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of May 20, 2019 for (i) the executive officers named in the Summary Compensation Table on page 17 of this proxy statement, (ii) each of our directors and director nominees, (iii) all of our current directors and executive officers as a group and (iv) each stockholder known by us to own beneficially more than 5% of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. We deem shares of common stock that may be acquired by an individual or group within 60 days of May 20, 2019 pursuant to the exercise of options or warrants or the vesting of restricted stock units to be outstanding for the purpose of computing the percentage ownership of such individual or group, but those shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 25,176,475 shares of common stock outstanding on May 20, 2019.

						Percentage of Shares Beneficially Owned
Named Executive Officers and Directors:
Angelos M. Stergiou, President, Chief Executive Officer and Director			458,525	(1)			1.82	%
Nicholas J. Sarlis, Former Executive Vice President and Chief Medical Officer			23,333	(2)			*
Barbara A. Wood, Executive Vice President, General Counsel and Corporate Secretary			16,667	(3)			*
Jane Wasman, Chair of the Board			10,083	(4)			*
Stephen Ghighlieri, Director			10,389	(4)			*
David L. Scheinberg, Director			10,389	(4)			*
Robert Van Nostrand, Director			10,389	(4)			*
John Varian, Director			10,389	(4)			*
All current executive officers and directors as a group (7 persons)			527,137	(5)			2.09	%

* Represents beneficial ownership of less than one percent (1%) of the outstanding common stock.

(1)

Includes (i) 27,708 shares issuable upon the exercise of vested options granted to Dr. Stergiou on March 13, 2018 exercisable at $5.24 per share (“Stergiou March Option Grant”); and (ii) 3,959 shares issuable upon the exercise of the Stergiou March Option Grant which will vest within the next 60 days.

(2)

Represents (i) 20,416 shares issuable upon the exercise of vested options granted to Dr. Sarlis on March 13, 2018 exercisable at $5.24 per share (the “Sarlis March Option Grant”) and (ii) 2,917 shares issuable upon the exercise of the Sarlis March Option Grant which will vest within the next 60 days.

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(3)

Represents (i) 14,583 shares issuable upon the exercise of vested options granted to Ms. Wood on March 13, 2018 exercisable at $5.24 per share (the “Wood March Option Grant”) and (ii) 2,084 shares issuable upon the exercise of the Wood March Option Grant which will vest within the next 60 days.

(4)

Represents (i) 4,278 shares issuable upon the exercise of vested options granted to the holder on March 13, 2018 exercisable at $5.24 per share (the “March Director Option Grant”) and (ii) 6,111 shares issuable upon the exercise of the holder’s March Director Option Grant which will vest within the next 60 days.

(5)

The shares owned by Dr. Sarlis have not been included in the total number of shares owned by current executive officers and directors as a group. On May 16, 2019, in accordance with a Transition Agreement dated January 7, 2019, Dr. Sarlis began performing services as Chief Medical Officer as a consultant to the Company and ceased to be an employee.

MANAGEMENT AND CORPORATE GOVERNANCE

Board of Directors

Our Bylaws provide that our business is to be managed by or under the direction of our Board of Directors. Our Board of Directors is divided into three classes for purposes of election. One class is elected at each annual meeting of stockholders to serve for a three-year term. Our Board of Directors has set the current size of the Board at six members, classified into three classes as follows: (i) Jane Wasman, Robert Van Nostrand and John Varian are members of Class I with a term ending at the 2020 annual meeting; (ii) David A. Scheinberg is the member of Class II with a term ending at the 2021 annual meeting; and (iii) Angelos M. Stergiou and Stephen F. Ghiglieri are members of Class III with a term ending at the 2019 annual meeting.

Our Board of Directors, upon the redemption, conversionrecommendation of the Nominating and Corporate Governance Committee, has (i) nominated Angelos M. Stergiou for election at the annual meeting as a Class III director for a term of three years to serve until the 2022 annual meeting of stockholders, and until his respective successor has been elected and qualified; and (ii) decreased the size of the Board to five members upon the completion of this annual meeting.

Set forth below are the names of (i) the person nominated for election as a director, and (ii) those directors whose terms do not expire this year, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years as of May 20, 2019. Additionally, information about the specific experience, qualifications, attributes or skills that led to our Board of Directors’ conclusion at the time of filing of this proxy statement that each person listed below should serve as a director is set forth below:

Name

Age

Position

Term Expires

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Jane Wasman

63

Chair of the Board

2020

✔

✔*

Angelos M. Stergiou

43

Director and CEO

2019

David A. Scheinberg

63

Director

2021

Robert L. Van Nostrand

62

Director

2020

✔

✔*

✔

John Varian

59

Director

2020

✔*

✔

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Jane Wasman.Ms. Wasman has been a director of the Company, Chair of the Board and Chair of the Nominating and Corporate Governance Committee of the Board since December 2017. Ms. Wasman has been President, International & General Counsel and Corporate Secretary of Acorda Therapeutics, Inc., or Acorda, a publicly traded biopharmaceutical company, since October 2012, managing its international, legal, quality, IP and compliance functions. From January 2012 until October 2012, she was Acorda’s Chief, Strategic Development, General Counsel and Corporate Secretary, and from May 2004 until January 2012, she was Acorda’s Executive Vice President, General Counsel and Corporate Secretary. Before joining Acorda, Ms. Wasman was with Schering-Plough Corporation, a global pharmaceutical company, for over eight years, holding various U.S. and international leadership positions, including Staff Vice President and Associate General Counsel. Ms. Wasman earned a J.D. from Harvard Law School and her undergraduate degree magna cum laude from Princeton University. Ms. Wasman is also a member of the board of directors of Rigel Pharmaceuticals, Inc., a publicly traded biotechnology company and has been a member of the board of directors and of the executive committee of the board of NewYorkBIO since 2007. The Company believes Ms. Wasman's significant executive and management experience at publicly traded biopharmaceutical companies qualifies her to serve on our Board.

Angelos M. Stergiou, M.D., Sc.D. h.c. Dr. Stergiou has served as our President and Chief Executive Officer, and a director, since December 2017. Dr. Stergiou founded Private SELLAS in 2012 and served as the President and Chief Executive Officer and a director since that time, both as Chairman from 2012 to July 2016, and as Vice Chairman from July 2016 to December 2017. Dr. Stergiou also co-founded Genesis Life Sciences, Ltd. (now Genesis Research), a boutique health economics and pricing-reimbursement and health access company where he served as President and Chief Operating Officer from 2009 to 2011. From 2004 to 2008 Dr. Stergiou served as Vice President and Head of Drug Development at Accentia Biopharmaceuticals, Inc and also served in the same capacity as well as Chief Medical Officer at its subsidiary Biovest International, Inc. during the same time. While at Biovest International, Inc., Dr. Stergiou led the Phase 3 development of a therapeutic cancer vaccine, BiovaxID, which was presented at the American Society of Clinical Oncology plenary session in 2009. Dr. Stergiou started his biotechnology career in 2002 at PAION AG where he served as its U.S. program lead of desmoteplase (DEDAS) and served on the joint steering and oversight committee of PAION AG with Forest Laboratories, Inc. in 2003-2004. Dr. Stergiou holds an M.D. from the U.S. American Institute of Medicine and a Sc.D. h.c. from Kentucky Wesleyan College and received his undergraduate degree in pre-medicine, biology and chemistry from Kentucky Wesleyan College. Dr. Stergiou is a member of the Board of Trustees at Kentucky Wesleyan College, a Fellow of the Royal Society of Medicine, an active member of the World Medical Association, and a member of the American Academy of Physicians in Clinical Research and the Association of Clinical Research Professionals. The Company believes that Dr. Stergiou’s experience as the founder of Private SELLAS and as President, Chief Executive Officer and Director of the Company, as well as his extensive experience in the biopharmaceutical industry and his significant management experience, qualifies him to serve on our Board.

David A. Scheinberg, M.D., Ph.D. Dr. Scheinberg has been a director of the Company since December 2017. Dr. Scheinberg is currently the Vincent Astor Chair and Chairman of Molecular Pharmacology, Sloan Kettering Institute. He also founded and chairs the Center for Experimental Therapeutics at Memorial Sloan Kettering Cancer Center, or MSK, where he spearheaded the discovery and early clinical development of galinpepimut-S and founded and was chair of the Nanotechnology Center from 2010 to 2014. Additionally, Dr. Scheinberg is a Professor of Medicine and Pharmacology and co-chair of the Pharmacology graduate program at the Weill-Cornell University Medical College and Professor in the Gerstner-Sloan Kettering Graduate School at MSK. Dr. Scheinberg is also an attending physician in the Department of Medicine, Leukemia Service and Hematology Laboratory Service/Department of Clinical Laboratories at Memorial Hospital. Dr. Scheinberg is an advisor to charitable foundations and cancer centers and sits on the board of directors of Progenics Pharmaceuticals, Inc. (NASDAQ: PGNX), a biotechnology company, and Sapience Therapeutics, Inc., a privately held, preclinical stage biotechnology company. Dr. Scheinberg also served on Private SELLAS’ Scientific Advisory Board from 2015 to 2017. From 2010 through 2016 he served on the board of directors of Contrafect Corporation, a publicly traded clinical-stage biotechnology company. Dr. Scheinberg holds an M.D. and a Ph.D. in Pharmacology and Experimental Therapeutics from the Johns Hopkins University School of Medicine. Dr. Scheinberg earned his undergraduate degree in Biology from Cornell University. The Company believes Dr. Scheinberg’s experience on Private SELLAS’s Scientific Advisory Board and other public board experience, as well as his expertise as a leading academic oncologist at MSK, including broad knowledge of and contacts in the highest levels of medical research, qualifies him to serve on our Board.

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Robert L. Van Nostrand. Mr. Van Nostrand has been a director of the Company and Chair of the Compensation Committee since December 2017. He is currently on the board of directors of Achillion Pharmaceuticals, Inc. (NASDAQ: ACHN), a biotechnology company, Intra-Cellular Therapies, Inc. (NASDAQ: ITCI), a biopharmaceutical company, Yield10 Bioscience, Inc. (NASDAQ: YTEN), formerly Metabolix, Inc., a bio-agricultural company, and the Biomedical Research Alliance of New York, a private company providing clinical trial services. Mr. Van Nostrand was Executive Vice President and Chief Financial Officer of Aureon Laboratories, Inc., a pathology life science company, from January 2010 to July 2010. Prior to joining Aureon Laboratories, Mr. Van Nostrand served as Executive Vice President and Chief Financial Officer of AGI Dermatics, a private biotechnology company, from July 2007 to September 2008, when the company was acquired. Between 1986 and 2007, Mr. Van Nostrand held various executive and other management positions, including Chief Compliance Officer and Chief Financial Officer, at OSI Pharmaceuticals, Inc., or OSI. Prior to joining OSI, Mr. Van Nostrand served in a managerial position with the accounting firm, Touche Ross & Co., currently Deloitte. Mr. Van Nostrand is a member of the board of NewYorkBIO where he previously served as Chairman. Mr. Van Nostrand holds a B.S. in Accounting from Long Island University, New York and completed advanced management studies at the Wharton School of the University of Pennsylvania. He is a Certified Public Accountant. The Company believes Mr. Van Nostrand’s vast board and industry experience in life sciences, his qualification as a financial expert, as well as his experience in transaction structuring and risk management qualifies him to serve on our Board.

John Varian. Mr. Varian has been a director of the Company and Chair of the Audit Committee since December 2017. Mr. Varian served as Chief Executive Officer of XOMA Corporation, or XOMA, from August 2011 through December 2016 and served as a member of the board of directors of XOMA from December 2008 through May 2017. Mr. Varian served as a member of the board of directors of Versartis, Inc. (NASDAQ: VSAR) from March 2014 through October 2018, when it acquired Aravive, and the board of directors of Egalet Corporation (NASDAQ: EGLT) from June 2018 through February 2019, when it acquired the assets of Iroko. Mr. Varian previously served as Chief Operating Officer of ARYx Therapeutics, Inc. from December 2003 through August 2011. Beginning in May 2000, Mr. Varian was Chief Financial Officer of Genset S.A. in France, where he was a key member of the team negotiating Genset’s sale to Serono S.A. in 2002. From 1998 to 2000, Mr. Varian served as Senior Vice President, Finance and Administration of Elan Pharmaceuticals, Inc., joining the company as part of its acquisition of Neurex Corporation. Prior to the acquisition, he served as Neurex Corporation’s Chief Financial Officer from 1997 until 1998. From 1991 until 1997, Mr. Varian served as the VP Finance and Chief Financial Officer of Anergen Inc. Mr. Varian was an Audit Principal/Senior Manager at Ernst & Young LLP from 1987 until 1991, where he focused on life sciences. Mr. Varian was also a founding committee member of Bay Bio and a former chairman of the Association of Bioscience Financial Officers International Conference. Mr. Varian holds a B.B.A. from Western Michigan University. He is a Certified Public Accountant. The Company believes Mr. Varian’s significant experience working with biopharmaceutical companies, with a specific focus on financing, corporate financial management and related matters, qualifies him to serve on our Board.

Independence of the Board of Directors

As required under Nasdaq listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors of such listed company. Our Board consults with our internal and outside counsel to ensure that its determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and us, our senior management and our independent auditors, our Board has affirmatively determined that the following directors are independent directors within the meaning of the applicable Nasdaq listing standards: Stephen Ghiglieri, Jane Wasman, Robert L. Van Nostrand and John Varian. In making this determination, our Board found that none of these directors or nominees for director had a material or other satisfactiondisqualifying relationship with the Company. David A. Scheinberg, M.D., Ph.D., our Class II director, and Angelos M. Stergiou, M.D. ScD. h.c., our President and Chief Executive Officer and our Class III director nominee are not considered “independent” pursuant to the applicable Nasdaq standards.

Board Leadership Structure

Our Board has an independent Chairman, Jane Wasman, who has authority, among other things, to preside over Board meetings and stockholder meetings, and shall have such powers and duties as may from time to time be assigned by the Board. Accordingly, the Chairman has substantial ability to shape the work of the Board. We believe that separation of the positions of Chairman and Chief Executive Officer reinforces the independence of the Board in its oversight of our business and affairs. In addition, we believe that having an independent Chairman creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of our Board to monitor whether management’s actions are in our best interests and those of our stockholders. As a result, we believe that having an independent Chairman can enhance the effectiveness of our Board as a whole.

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Role of the Board in Risk Oversight

One of the Board’s key functions is informed oversight of our risk management process. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through the standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for us. Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our Audit Committee also monitors compliance with certain legal and regulatory requirements and oversees the performance of the internal audit function. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Management periodically reports to the Board or relevant committee, which provides guidance on risk assessment and mitigation. Each committee charged with risk oversight reports to the Board on risk matters.

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines to assure that the Board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices the Board intends to follow with respect to board composition and selection, board meetings and involvement of senior management, Chief Executive Officer performance evaluation and succession planning, and board committees and compensation. The Corporate Governance Guidelines, as well as the charters for each committee of the Board, may be viewed at https://www.sellaslifesciences.com/investors/corporate-governance/default.aspx#section=documents.

Committees of the Board of Directors and Meeting Attendance

Board of Directors. During the fiscal year ended December 31, 2018 there were nine meetings of our Board of Directors. No director attended fewer than 75% of the total number of meetings of our Board of Directors and of committees of our Board of Directors on which such director served during 2018. Our Board of Directors makes every effort to but is not required to attend each annual meeting of our stockholders. All directors attended our annual meeting of stockholders held in 2018.

Committees of the Board of Directors. Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. Our Board has determined that each member of our committees meets the applicable Nasdaq rules and regulations regarding “independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to SELLAS.

Audit Committee

The Audit Committee is currently comprised of three directors: Messrs. Varian, Van Nostrand, and Ghiglieri. The Audit Committee met 10 times in 2018. Our Board has adopted a written Audit Committee charter that is available to stockholders in the corporate governance section of our website at https://www.sellaslifesciences.com/investors/corporate-governance/default.aspx#section=documents.

The Audit Committee was established by our Board in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, to oversee our corporate accounting and financial reporting processes and audits of our financial statements. The Audit Committee’s responsibilities include, among other things:

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appointing our independent registered public accounting firm;

evaluating the qualifications, independence and performance of our independent registered public accountants;

reviewing and approving the audit and non-audit services to be performed by the independent registered public accountants;

reviewing the design, implementation, adequacy and effectiveness of our internal accounting controls and our critical accounting policies;

conferring with management and the independent registered public accountants regarding the effectiveness of internal control over financial reporting;

discussing with management and the independent registered public accounting firm the results of our annual audit and the review of our quarterly unaudited financial statements;

reviewing, overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;

reviewing and approving transactions between the Company and any related persons; and

reviewing and evaluating, at least annually, the performance of the audit committee and its members including compliance of the audit committee with its charter.

Our Board reviews the Nasdaq listing standards' definition of "independence" for Audit Committee members on an annual basis and has determined that all members of our Audit Committee are independent (as currently defined in Rule 5605(c)(2)(A)(i) and (ii) of the Nasdaq listing standards and under Rule 10A-3 under the Exchange Act).

Our Board has also determined that each of the members of our Audit Committee qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. Our Board made a qualitative assessment of each of the members of our Audit Committee's level of knowledge and experience based on a number of factors, including the formal education and experience of each of Messrs. Ghiglieri, Van Nostrand and Varian as former chief financial officers for public reporting companies, and the status of Messrs. Van Nostrand and Varian as Certified Public Accountants.

Report of the Audit Committee of the Board of Directors

The audit committee of our Board of Directors, which consists entirely of directors who meet the independence and experience requirements of the Nasdaq Capital Market, has furnished the following report:

The audit committee assists our Board of Directors in overseeing and monitoring the integrity of our financial reporting process, compliance with legal and regulatory requirements and the quality of internal and external audit processes. This committee’s role and responsibilities are set forth in our charter adopted by our Board of Directors, which is available on our website at https://www.sellaslifesciences.com/investors/corporate-governance/default.aspx#section=documents. This committee reviews and reassesses our charter annually and recommends any changes to our Board of Directors for approval. The audit committee is responsible for overseeing our overall financial reporting process, and for the appointment, compensation, retention, and oversight of the work of Moss Adams LLP. In fulfilling its responsibilities for the financial statements for fiscal year December 31, 2018, the audit committee took the following actions:

·

Reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2018 with management and Moss Adams LLP, our independent registered public accounting firm;

·

Discussed with Moss Adams LLP the matters required to be discussed in accordance with Auditing Standard No. 1301- Communications with Audit committees; and

·

Received written disclosures and the letter from Moss Adams LLP regarding its independence as required by applicable requirements of the Public Company Accounting Oversight Board regarding Moss Adams LLP’s communications with the Audit committee and the Audit committee further discussed with Moss Adams LLP their independence. The Audit committee also considered the status of pending litigation, taxation matters and other areas of oversight relating to the financial reporting and audit process that the committee determined appropriate.

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Based on the Audit committee’s review of the audited financial statements and discussions with management and Moss Adams LLP, the Audit committee recommended to our Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 for filing with the SEC.

Members of the Company’s obligationsAudit Committee:

Messrs. John Varian, Robert L. Van Nostrand, and Stephen F. Ghiglieri.

Compensation Committee

The Compensation Committee is currently comprised of three directors: Ms. Wasman and Messrs. Van Nostrand and Ghiglieri. Each of Ms. Wasman and Messrs. Van Nostrand and Ghiglieri are independent (as independence is currently defined in Rule 5605(d)(2) of the Nasdaq listing standards). The Compensation Committee met seven times in 2018. Our Board has adopted a written Compensation Committee charter that is available to stockholders in the corporate governance section of our website at https://www.sellaslifesciences.com/investors/corporate-governance/default.aspx#section=documents.

The Compensation Committee of the Board acts on behalf of the Board to review, recommend for adoption and oversee our compensation strategy, policies, plans and programs, including:

establishing corporate performance goals and objectives relevant to the compensation of our executive officers, directors and other senior management and evaluation of performance in light of these stated goals and objectives;

reviewing and recommending to the Board for approval of the compensation and other terms of employment or service, including severance and change-in-control arrangements, of our Chief Executive Officer and the other executive officers and directors; and

administering our equity compensation plans, pension and profit-sharing plans, deferred compensation plans and other similar plans and programs.

Each year, our Compensation Committee reviews with management our executive compensation tables and accompanying narrative disclosure and considers whether to recommend that it be included in proxy statements and other filings.

Compensation Committee Processes and Procedures

Typically, the Compensation Committee meets at least quarterly and with greater frequency if necessary. The agenda for each meeting is usually developed by the Chairman of the Compensation Committee, in consultation with the Chief Executive Officer. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of our Compensation Committee regarding his compensation or individual performance objectives. The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of the Company. In addition, under the charter, the Compensation Committee has the authority to obtain, at the expense of the Company, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising our Compensation Committee. In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent.

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In 2018, the Compensation Committee engaged Radford, a division of Aon Hewitt, which is a subsidiary of Aon plc, or Radford, as its compensation consultant, to evaluate long and short-term executive compensation, director compensation and executive severance plans. The Compensation Committee assessed the independence of Radford pursuant to SEC rules and concluded that Radford’s work for the Compensation committee does not raise any conflict of interest. Radford reviewed our executive officer and director compensation relative to a peer group and against survey data available to Radford. Radford ultimately developed recommendations that were presented to the Compensation Committee for its consideration. Based on these recommendations, we determined our current compensation levels for our executive officer, including base salary and target bonus payments.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for identifying, reviewing and evaluating candidates to serve as directors of the Company (consistent with criteria approved by the Board), reviewing and evaluating incumbent directors, selecting candidates for election to our Board, making recommendations to our Board regarding the membership of the committees of the Board, and assessing the performance of management and our Board.

The Nominating and Corporate Governance Committee is comprised of three directors: Ms. Wasman and Messrs. Van Nostrand and Varian. All members of our Nominating and Corporate Governance Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards). The Nominating and Corporate Governance Committee met three times in 2018. Our Board has adopted a written Nominating and Corporate Governance Committee charter that is available to stockholders in the corporate governance section of our website at https://www.sellaslifesciences.com/investors/corporate-governance/default.aspx#section=documents.

Generally, our Nominating Committee will consider candidates recommended from several sources, such as other directors or officers, stockholders, third party search firms or other appropriate sources. Once identified, the Nominating Committee will evaluate a candidate’s qualifications. The Nominating and Corporate Governance Committee believes that candidates for director should have certain qualifications, including the ability to read and understand basic financial statements and the possession of the highest personal integrity and ethics. Candidates for director should also be over 21 years of age. Our Nominating and Corporate Governance Committee also intends to consider such factors as possessing relevant expertise enabling the candidate to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of our stockholders. However, our Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of stockholders. In conducting this assessment, our Nominating and Corporate Governance Committee typically considers diversity, age, skills and such other factors as it deems appropriate, given our current needs and the needs of our Board, to maintain a balance of knowledge, experience and capability. Our Nominating Committee has not adopted a formal diversity policy in connection with the consideration of director nominations or the selection of nominees. However, the Nominating Committee will consider issues of diversity among its members in identifying and considering nominees for director and strive where appropriate to achieve a diverse balance of backgrounds, perspectives, experience, age, gender, ethnicity and country of citizenship on our Board of Directors and its committees.

In the case of incumbent directors whose terms of office are set to expire, our Nominating and Corporate Governance Committee reviews these directors’ overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. The Committee also takes into account the results of the Board’s self-evaluation, conducted annually on a group and individual basis. In the case of new director candidates, our Nominating and Corporate Governance Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board.

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Our Nominating and Corporate Governance Committee believes that it is in the best position to identify, review, evaluate and select qualified candidates for Board membership, based on the comprehensive criteria for Board membership approved by the Board. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote. Although the Nominating and Corporate Governance Committee does not have a formal policy with regard to the consideration of director candidates recommended by stockholders, it has the power and authority to consider recommendations for Board nominees and proposals submitted by the Company’s stockholders.

If a stockholder wishes to propose a candidate for consideration as a nominee for election to our Board of Directors, that stockholder must follow the procedures described in our Bylaws. Any such recommendation should be made in writing on a timely basis as set forth in our Bylaws to our Corporate Secretary at our principal office and should be accompanied by the following information concerning the proposed nominee:

·

all information relating to such person that would be required to be disclosed in a proxy statement;

·

certain biographical information about the proposed nominee;

·

the class and number of shares of each class of capital stock of the corporation which are owned of record and beneficially by such proposed nominee; and

·

the date or dates on which such shares were acquired and the investment intent of such acquisition.

The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee.

Stockholder Communications with the Board of Directors

The Board expects that the views of our stockholders will be heard by the Board, its committees or individual directors, as applicable, and that appropriate responses be provided to stockholders on a timely basis. Stockholders wishing to formally communicate with the Board, any committee of the Board, the independent directors as a group or any individual director may send communications directly to us at SELLAS Life Sciences Group, Inc. 15 West 38^th Street, 10^th Floor, New York, New York 10018, Attention: Corporate Secretary. All clearly marked written communications, other than unsolicited advertising or promotional materials, are logged and copied, and forwarded to the director(s) to whom the communication was addressed. Undirected communications will be distributed to our entire Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communications. Please note that the foregoing communication procedure does not apply to (i) stockholder proposals pursuant to Exchange Act Rule 14a-8 and communications made in connection with such proposals or (ii) service of process or any other notice in a legal proceeding.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics, or the Code, which, along with our Amended and Restated 9% Original Issue Discount Senior Secured Debenture due November 10, 2018, withoutCertificate of Incorporation, Amended and Restated Bylaws and the needcharters of our Board committees, provides a framework for the governance of our company. The Board’s Corporate Governance and Nominating Committee is responsible for periodically reviewing our governance practices and principles. The Code applies to all of our directors, officers and employees.

The Code reflects current best practices and enhances our personnel’s understanding of our standards of ethical business practices, promotes awareness of ethical issues that may be encountered in carrying out an employee’s or director’s responsibilities, and provides clarity as to how to address ethical issues that may arise.

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The foregoing description of the Code does not purport to be complete and is qualified in its entirety by reference to the full text of the Code, a copy of which is posted on our website at https://www.sellaslifesciences.com/investors/corporate-governance/default.aspx#section=documents, and a printed copy may also be obtained by any stockholder upon request directed to SELLAS Life Sciences Group, Inc., 15 West 38th Street, 10th Floor, New York, NY 100018 Attention: Corporate Secretary. We also anticipate filing any future amendment or waiver of the Code on our website within four business days of the date of such amendment or waiver. The contents of our website are not incorporated by reference in this report or made a part hereof for any limitation or cappurpose.

Executive Officers

The names and ages of our current executive officers and their positions are as follows:

Name		Age		Position with the Company
Angelos M. Stergiou, M.D., Sc.D. h.c.		43		President, Chief Executive Officer and Director
Barbara A. Wood		57		Executive Vice President, General Counsel and Corporate Secretary

Biographical Information Regarding Executive Officers

Set forth below is a biographical description of each executive officer based on issuancesinformation supplied by such executive officer:

Angelos M. Stergiou, M.D., Sc.D. h.c., see “Board of Directors.”

Barbara A. Wood, Esq. Ms. Wood has served as the Company’s Executive Vice President, General Counsel and Corporate Secretary since March 2018. Prior to joining the Company, Ms. Wood served as Senior Vice President, General Counsel and Corporate Secretary at Ophthotech Corporation from November 2013 to February 2018. From January 2011 to November 2013, Ms. Wood practiced law at Wood Legal. From April 2001 to December 2010 Ms. Wood served in varying roles at OSI Pharmaceuticals, Inc., most recently as Senior Vice President, General Counsel and Corporate Secretary. Before joining OSI, Ms. Wood was a partner at the New York law firm of Squadron, Ellenoff, Plesent & Sheinfeld (now part of Hogan Lovells), focusing on mergers and acquisitions, biotechnology, licensing, securities and venture capital matters Ms. Wood received her B.A. in Economics and Classics, magna cum laude, from Connecticut College and her J.D. from Columbia Law School where she was a Harlan Fiske Stone Scholar.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the year ended December 31, 2018, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.

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EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Summary Compensation Table

The following table shows the compensation paid or accrued during the last two fiscal years ended December 31, 2017 and 2018 to our named executive officers, or NEOs, for 2018. The NEOs are our President and Chief Executive Officer, Angelos M. Stergiou, M.D., Sc.D. h.c. and the other two most highly compensated executive officers earning more than $100,000 during the year ended December 31, 2018, each identified below under the heading “Summary Compensation Table.”

Name		Year (1)				Salary ($)				Bonus ($)				Option awards ($) (2)				All other compensation ($)				Total ($)
Angelos M. Stergiou, M.D., Sc.D. h.c.			2018				548,959	(3)			141,304	(4)			343,566				206,478	(5)			1,240,307
President and Chief Executive Officer			2017				400,000				186,667	(6)			—				142,044	(7)			728,711
Nicholas J. Sarlis, M.D., Ph.D., FACP			2018				373,742				106,400	(4)			253,154				50,008	(8)			783,304
Executive Vice President and Chief Medical Officer (9)			2017				438,889				161,000	(6)			—				17,003	(8)			616,892
Barbara A. Wood			2018				294,223				133,149	(11)			185,788				17,524	(8)			630,684
Executive Vice President, General Counsel and Corporate Secretary (10)			2017				—				—				—				—				—

(1)

The amounts reflected in this column for 2017 reflects payments made to the individuals during their respective tenure at Private Seller prior to the merger of the Company in December 2017.

(2)

The amounts reflected in this column represent the aggregate grant date fair value computed in accordance with ASC Topic 718. To determine the value of stock option awards, we use a Black Scholes pricing model to value stock options at the time of their grant. This model requires us to estimate the future value of our stock price based in part on the historic price volatility of our stock. See Note 13 to our consolidated financial statements in the Original Filing, “Consolidated Financial Statements - Notes to Consolidated Financial Statements - Stock-Based Compensation,” for details as to the assumptions used to determine the fair value of equity awards.

(3)	Includes $148,959 associated with tax benefits related to his salary.

(4)

Represents a discretionary bonus accrued at year end 2018 and paid in February 2019.

(5)

Comprised of $158,134 related to a monthly housing allowance and associated benefits, and $48,344 related to Company benefits paid on behalf of Dr. Stergiou including: medical, dental, vision, short-term/long-term liability insurances, basic life insurance and personal accident insurance, workers’ compensation insurance and employer liability insurance.

(6)

Represents a discretionary bonus for 2017 accrued at year end 2017 and paid in March 2018.

(7)

Comprised of $22,044 related to payment of social, medical, dental, and vision insurance premiums required under Bermuda law and $120,000 related to a housing allowance.

(8)

Represents the following Company benefits paid on behalf of the employee: medical, dental, vision, short-term/long-term liability insurances, education, basic life insurance, personal accident insurance, workers’ compensation insurance and employer liability insurance.

(9)

Dr. Sarlis was employed by the Company at year end 2018, and on May 16, 2019, in accordance with a Transition Agreement dated January 7, 2019, Dr. Sarlis began performing services as a consultant to the Company and ceased to be an employee.

(10)

Ms. Wood’s employment with the Company commenced on March 14, 2018.

(11)

Represents Ms. Wood’s sign-on bonus of $16,845 and a discretionary bonus of $116,304 which was accrued at year end and paid in February 2019.

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Narrative Disclosure To Summary Compensation Table

The Compensation Committee typically meets at least quarterly and with greater frequency if necessary. The agenda for each meeting is usually developed by the Chairman of the Compensation Committee, in consultation with the Chief Executive Officer. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of our Compensation Committee regarding his compensation or individual performance objectives. The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of the Company. In addition, under the charter, the Compensation Committee has the authority to obtain, at the expense of the Company, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising our Compensation Committee. In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent.

During the year ended December 31, 2018, the Compensation Committee recommended, and our Board approved the grant of 95,000, 70,000 and 50,000 options to Dr. Stergiou, Dr. Sarlis and Ms. Wood, respectively, at an exercise price of $5.24 per share. One quarter of the shares subject to these options vested in March 2019 and the remaining shares subject to the options will vest and become exercisable in equal monthly installments for 36 months thereafter.

We have entered into employment agreements with each of the named executive officers described below, which include standard confidential information and/or inventions assignment agreements, and under which each of the named executive officers has agreed not to disclose our confidential information. The named executive officers are each eligible to participate in, subject to applicable eligibility requirements, all of our employee retirement and welfare benefit plans and programs made available to senior level executives. All severance benefits payable to the named executive officers under their employment agreements are subject to their signing, not revoking and complying with a release of claims in favor of us and are subject to applicable taxes and withholding.

Angelos M. Stergiou, M.D., Sc.D. h.c.

In September 2016, Private SELLAS entered into an employment agreement, or 2016 Stergiou Agreement, with Dr. Stergiou, President and Chief Executive Officer. Under 2016 Stergiou Agreement, Dr. Stergiou is entitled to an annual base salary of $400,000, net of all legally required applicable taxes, withholdings and deductions (subject to review and adjustment in the discretion of the Board or the compensation committee) and a discretionary annual cash bonus, with a target amount no less than 30% of Dr. Stergiou’s then effective base salary (subject to continued employment and the achievement of certain performance objectives established by the Board of Directors or compensation committee). The 2016 Stergiou Agreement also provides that Dr. Stergiou will receive a monthly housing allowance of $10,000, net of all legally required applicable taxes, withholdings and deductions, and may be eligible to receive an additional discretionary bonus as determined by the Company in its sole discretion.

The 2016 Stergiou’s Agreement does not have a specified term and either party may terminate such agreement by providing written notice at any time, with or without cause. We must provide Dr. Stergiou with six months’ notice prior to a termination without cause and may elect to place Dr. Stergiou on garden leave (with base salary and other benefits) during such period. Dr. Stergiou must provide written notice of a termination for good reason within 90 days of the event constituting good reason. We have a period of 30 days to correct the act or failure to act that constitutes good reason. If we fail to cure, Dr. Stergiou must provide a second notice of termination at least 30 and no more than 90 days after the first notice.

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In March 2019, we entered into a new employment agreement, or 2019 Stergiou Agreement, with Dr. Stergiou which becomes effective as of July 1, 2019, at which time it will replace and supersede the 2016 Stergiou Agreement. The 2019 Stergiou Agreement has a two-year term unless terminated prior thereto (i) by us with cause (at any time) or without cause (upon at least 30 days’ prior written notice), or (ii) by Dr. Stergiou for good reason (upon at least 90 days prior written notice of the reason with a cure period of 30 days for us to correct the act or failure to act that constitutes good reason), or without good reason (upon at least 90 days prior written notice) or (iii) due to Dr. Stergiou’s death or disability.

Pursuant to the terms of the 2019 Stergiou Agreement, Dr. Stergiou is entitled to an annual base salary of $525,000 (subject to review and adjustment in the sole discretion of the Board or the compensation committee thereof) and a discretionary annual cash bonus, with a target amount no less than 50% of Dr. Stergiou’s then effective base salary (subject to continued employment and the achievement of certain performance objectives established by the Board of Directors or compensation committee of the Board). The agreement also provides that to the extent that any benefit distributable pursuant to the terms of the agreement would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, or the IRC, then the total payments payable to Dr. Stergiou will be reduced as set forth in the agreement (but not below zero) so that the maximum amount of such payments (after the reduction) shall be one dollar ($1.00) less than the amount which would cause such payments to be subject to the excise tax.

In addition, Dr. Stergiou is eligible to receive equity awards in the sole discretion of the Board or the compensation committee thereof.

Nicholas J. Sarlis, M.D., Ph.D., FACP

In September 2016, Private SELLAS entered into an employment agreement with Dr. Sarlis, or the Sarlis Employment Agreement, which was in effect during the years ended December 31, 2017 and 2018. The Sarlis Employment Agreement provided for a four-year term with an annual base salary of $345,000. Pursuant to the terms of such agreement, Dr. Sarlis was eligible to receive a discretionary annual cash bonus of up to 25% of his base salary (subject to continued employment and the achievement of certain performance objectives established by the Board of Directors or compensation committee). Dr. Sarlis was also eligible to receive an additional discretionary bonus.

In January 2019, we entered into a new agreement with Dr. Sarlis, or the Transition Agreement, which supersedes the Sarlis Employment Agreement. The Transition Agreement provides that that Dr. Sarlis will resign from his position as Chief Medical Officer and become a consultant effective May 15, 2019, or such earlier date as agreed on which a successor chief medical officer takes over Dr. Sarlis’ responsibilities. Pursuant to the terms of the Transition Agreement, until the termination of his employment, Dr. Sarlis will continue to receive his current base salary of $380,000 per annum, and will continue to participate in our benefit plans and programs. Dr. Sarlis will also be entitled to a pro rata cash bonus for the period of his employment in 2019 following determination thereof by the compensation committee and will be reimbursed for COBRA coverage for health benefits for the period between the termination of his employment and December 31, 2019 or such earlier date that Dr. Sarlis becomes eligible to receive health benefits under another employee benefit plan. Following the termination of his employment until December 31, 2019, Dr. Sarlis will provide consulting services to us for not less than 25 hours per week for a monthly fee of $23,500. Upon termination of Dr. Sarlis’ transition period of employment, Dr. Sarlis will receive a lump sum payment, payable on or before December 31, 2019, consisting of his pro-rata incentive bonus for 2019, in an amount determined by the board based upon our achievement of the approved corporate goals for 2019, with a target percentage of 40% prorated for the actual number of days in the transition employment period.

Barbara A. Wood, Esq.

Effective March 14, 2018, we entered into an employment letter agreement with Ms. Wood. Under this agreement, Ms. Wood is entitled to an annual base salary of $365,000 (subject to review and adjustment in the discretion of the Board of Directors or the compensation committee) and a discretionary annual cash bonus, with a target amount of up to 40% of Ms. Wood’s then-effective base salary (subject to continued employment and the achievement of certain performance objectives established by our Board or compensation committee).

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In connection with Ms. Wood entering into her employment letter agreement, and pursuant to the terms thereof, we granted to Ms. Wood incentive stock options to purchase up to 50,000 shares of our common stock. The option has an exercise price equal to the market price of our common stock upon the date of grant and vests as to one quarter after one year from grant and with the remainder over 36 equal monthly installments thereafter, so that the option will be fully vested and exercisable four years from the date of grant.

Ms. Wood’s employment letter agreement does not have a specified term and either party may terminate Ms. Wood’s employment agreement by providing written notice at any time, with or without cause. In December 2018, we entered into a severance agreement with Ms. Wood, or the Wood Severance Agreement, pursuant to which Ms. Wood may receive additional compensation in the event that Ms. Wood's employment was terminated under certain conditions. See the discussion below under “Potential Payments Upon Termination or Change of Control.” In addition to the payment of severance amounts, the Wood Severance Agreement also provides that to the extent that any benefit distributable pursuant to the terms of the Wood Severance Agreement would be subject to the excise tax imposed under Section 4999 of the IRC, then the total payments payable to Ms. Wood shall be reduced as set forth in the Wood Severance Agreement (but not below zero) so that the maximum amount of such payments (after the reduction) shall be one dollar ($1.00) less than the amount which would cause such payments to be subject to the excise tax.

Outstanding Equity Awards At Fiscal Year-End

The following table discloses certain information regarding all outstanding equity awards at fiscal year-end for each of the officers named in the Summary Compensation Table.

Name		Grant Date		Number of Securities Underlying Unexercised Options Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable (1)				Option Exercise Price ($) (1)				Option Expiration Date
Angelos M. Stergiou, M.D., Sc. D. h.c.		3/13/2018			—				95,000	(2)		$	5.24			3/13/2028
Nicholas J. Sarlis, M.D., Ph.D., FACP		3/13/2018			—				70,000	(3)		$	5.24			3/13/2028
Barbara A. Wood		3/14/2018			—				50,000	(4)		$	5.10			3/14/2018

(1)

The exercise price was determined by using the market price for our common stock at the close of business on the grant date.

(2)

These stock options vest at a rate of one quarter (23,750 shares) after one year from grant and with the remainder over 36 equal monthly installments (1979.16667 shares).

(3)

These stock options vest at a rate of one quarter (17,500 shares) after one year from grant and with the remainder over 36 equal monthly installments (1,458.33 shares).

(4)

These stock options vest at a rate of one quarter (12,500 shares) after one year from grant and with the remainder over 36 equal monthly installments (1,041.66667 shares).

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Potential Payments Upon Termination or Change of Control

Angelos M. Stergiou

Potential Payments Made Upon Termination with Cause or Without Good Reason. Both the 2016 Stergiou Agreement and the 2019 Stergiou Agreement provide that if Dr. Stergiou’s employment is terminated with cause by us, or by Dr. Stergiou without good reason, we will pay Dr. Stergiou all his accrued benefits, and all other rights and benefits of Dr. Stergiou will terminate upon such termination, except for any right to the continuation of benefits otherwise provided by law.

Potential Payments Made Upon Termination Without Cause or for Good Reason. The 2016 Stergiou Agreement provides that if we terminate Dr. Stergiou’s employment without cause or Dr. Stergiou resigns for good reason, then we will pay Dr. Stergiou a lump sum severance payment equal to two years base salary, less any payments made in respect of any termination notice period. The 2019 Stergiou Agreement provides that if we terminate Dr. Stergiou’s employment without cause or Dr. Stergiou resigns for good reason, we will pay Dr. Stergiou the following amounts in equal installments over a defined twelve month period: (i) an amount equal to 18 months of his then-current base salary, less standard employment-related withholdings and deductions and (ii) an amount equal to a pro-rated portion of his annual short-term incentive compensation for the year in which his employment terminates, without regard to whether the performance goals with respect to such bonus have been established or met and less standard employment-related withholdings and deductions. In addition, Dr. Stergiou will be entitled, if he so elects, to receive reimbursement for Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) monthly premiums for a specified period of time.

Payments Made Upon Death or Disability. The 2016 Stergiou Agreement providesthat upon Dr. Stergiou’s death or permanent disability, we will pay Dr. Stergiou or his estate, as the case may be, (i) any base salary that has fully accrued but not been paid as of the effective date of such termination, any annual and discretionary bonuses that have been earned pursuant to the terms of his agreement but not paid as of the date of such termination, as well as any vested and accrued employment benefits subject to the terms of any applicable employment benefit arrangements and applicable law; and (ii) a prorated bonus for the year in which his death or permanent disability occurs; and (iii) all other payments and benefits to which he may be entitled under the terms of any other applicable compensation arrangement or benefit, equity or perquisite plan or program, including, but not limited to, any applicable insurance benefits. All other rights and benefits will terminate upon such termination, except for any right to the continuation of benefits otherwise provided by law.

Potential Payments Upon Termination Related to Change in Control. The 2016 Stergiou Agreement provides that if we terminate his employment without cause or he resigns for good reason within one month prior to or 12 months following the effective date of a change in control, Dr. Stergiou will be eligible to receive a lump sum severance payment equal to two years base salary, less any payments made in respect of or relating to any termination notice period. In addition, notwithstanding anything contained in stock award agreement to the contrary, the vesting of all of his awards will be accelerated in full and become vested effective on the effective date of the change in control and the term and the period during which his stock options may be exercised will be extended to 12 months after the date of the termination of his employment subject to the original expiration date of such options.

The 2019 Stergiou Agreement provides that if we terminate Dr. Stergiou’s employment without cause or he resigns for good reason within a one month period prior to or one year following a change in control we will pay him the following amounts in equal installments over a 12 month period: (i) an amount equal to 24 months of his then-current Base Salary, less standard employment-related withholdings and deductions; and (ii) an amount equal to one and one-half times his target bonus for the year in which his employment terminates, without regard to whether the performance goals with respect to such target bonus have been established or met and less standard employment-related with holdings and deductions. In addition, Dr. Stergiou will be entitled, if he so elects, to receive reimbursement for COBRA monthly premiums for a specified period of time. Furthermore, the vesting of all of his equity awards will immediately vest in full and become exercisable as of the date of termination.

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Barbara A. Wood

Potential Payments Made Upon Termination Without Cause or for Good Reason. Pursuant to the terms of the Wood Severance Agreement, in the event that Ms. Wood's employment is terminated by us without cause or by Ms. Wood for good reason, we will pay Ms. Wood the following amounts in equal installments over a 12- month period: (i) an amount equal to 12 months of the then-current base salary, less standard employment-related withholdings and deductions, and (ii) an amount equal to a pro-rated portion of Ms. Wood annual short-term incentive compensation for the year in which the employment terminates, without regard to whether the performance goals with respect to such bonus have been have been established or met and less standard employment-related withholdings and deductions. In addition, Ms. Wood will be entitled, if she so elects, to receive reimbursement for COBRA monthly premiums for a specified period of time.

Potential Payments Upon Termination Related to Change in Control. The Wood Severance Agreement provides that if we terminate Ms. Wood's employment without cause or she resigns for good reason within one year following a change in control we will pay her the following amounts in equal installments over a 18 month period: (i) an amount equal to 18 months of her then-current Base Salary, less standard employment-related withholdings and deductions; and (ii) an amount equal to her target bonus for the year in which her employment terminates, without regard to whether the performance goals with respect to such target bonus have been established or met and less standard employment-related with holdings and deductions. In addition, Ms. Wood will be entitled, if she so elects, to receive reimbursement for COBRA monthly premiums for a specified period of time.

Director Compensation

The following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2018 to each of our non-employee directors. Directors who are employed by us are not compensated for their service on our Board of Directors.

Name (1)		Fees Earned or Paid in Cash ($)				Option Awards ($) (2)				Total ($)
Robert L. Van Nostrand			61,375	(3)			61,250				122,625
Jane Wasman			77,500	(4)			61,250				138,750
Stephen F. Ghiglieri			52,500	(5)			61,250				113,750
John Varian			62,750	(6)			61,250				124,000
David A. Scheinberg			95,625	(7)			61,250				156,875
Fabio Lopez			30,000	(8)			40,340				70,340

(1)

Dr. Angelos M. Stergiou, our Chief Executive Officer, is also a member of our Board, but does not receive any additional compensation for his service as a director.

(2)

All of the options awards remained outstanding as of December 31, 2018. The amounts shown reflect the grant date fair value computed in accordance with FASB ASC 718, adjusted to disregard the effects of any estimate of forfeitures related to service-based vesting. Each director, except for Fabio Lopez who resigned as a director in July 2018, received 5,500 stock options on June 12, 2018. The assumptions we used in valuing options are described more fully in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the footnotes to our financial statements incorporated in the Original Filing.

(3)

Of such amount, $15,343.75 was accrued at year end and paid in January 2019.

(4)

Of such amount, $19,375.00 was accrued at year end and paid in January 2019.

(5)

Of such amount, $13,125.00 was accrued at year end and paid in January 2019.

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(6)

Of such amount, $15,687.50 was accrued at year end and paid in January 2019.

(7)

Of such amount, $60,000.00 related to fees paid for Scientific Advisory Board membership accrued at year end 2017 and paid in 2018, and $11,875.00 related to board fees which were accrued at year end and paid in January 2019.

(8)

Mr. Lopez resigned from the board in July 2018.

Director Compensation Policy

Our Board and its compensation committee have adopted the following compensation for our directors:

Compensation Category		Amount
Annual Base Compensation		$	40,000
Additional Non-Executive Chair Compensation		$	30,000	*
Additional Committee Chair Compensation:
Audit		$	15,000
Compensation		$	10,000
Nominations and Governance		$	7,500
Research and Development		$	7,500
Additional Committee Membership Compensation:
Audit		$	7,500
Compensation		$	5,000
Nominations and Governance		$	3,875
Research and Development		$	3,875

* $25,000 during fiscal 2018.

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Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides certain aggregate information with respect to all of the Company’s equity compensation plans in effect as of December 31, 2018.

Equity Compensation Plan Information as of December 31, 2018

		(a)				(b)
Plan Category		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights				Weighted- Average Exercise Price of Outstanding Options, Warrants, and Rights				Number of Securities Remaining Available for Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by our security holders:
2017 Equity Incentive Plan			384,150			$	5.24				421,149
Amended and Restated 2016 Incentive Plan			10,171			$	1,240.55				—
Equity compensation plans not approved by our security holders:
Outstanding warrants (1)			319,497			$	10.03				—
Employee Stock Purchase Plan			—				—				115,131
Restricted stock units			12,759				—				—
Total			726,577			$	24.99				536,280

(1)

The warrants shown were issued in discrete transactions from time to time as compensation for services rendered by consultants, advisers or other third parties, and do not include warrants sold in private placement or public offering transactions. The material terms of such warrants were determined based upon arm’s-length negotiations with the services providers. The warrant exercise prices approximated the market price of our common stock at or about the date of grant, and the warrant terms range from three to ten years from the grant date.

Related Person Transactions Policy and Procedures

We have adopted a written Related Person Transactions and SEC Compliance Policy that sets forth our policies and procedures regarding the identification, review, consideration and approval or ratification of “related persons transactions.” For purposes of our policy only, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related person” are participants involving an amount that exceeds $120,000. Transactions involving compensation for services provided to us as an employee, director, consultant or similar capacity by a related person are not covered by this policy. A related person is any executive officer, director, or more than 5% stockholder, including any of their immediate family members, and any entity owned or controlled by such persons.

Under the policy, where a transaction has been identified as a related person transaction, management must present information regarding the proposed related person transaction to our Audit Committee (or, where Audit Committee approval would be inappropriate, to another independent body of our Board) for consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits of the transaction to us and whether any alternative transactions were available. To identify related person transactions in advance, we rely on information supplied by our executive officers, directors and certain significant stockholders. In considering related person transactions, our Audit Committee takes into account the relevant available facts and circumstances including, but not limited to (a) the risks, costs and benefits to us, (b) the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated, (c) the terms of the transaction, (d) the availability of other sources for comparable services or products and (e) the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. In the event a director has an interest in the proposed transaction, the director must recuse himself or herself form the deliberations and approval. The policy requires that, in determining whether to approve, ratify or reject a related person transaction, our Audit Committee consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our stockholders, as our Audit Committee determines in the good faith exercise of its discretion.

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PROPOSAL 1

ELECTION OF DIRECTORS

Our Board of Directors currently consists of six members, classified into three classes as follows: (1) Jane Wasman, Robert Van Nostrand and John Varian are members of Class I with a term ending at the 2020 annual meeting; (2) David A. Scheinberg is the member of Class II with a term ending at the 2021 annual meeting; and (3) Angelos M. Stergiou and Stephen F. Ghiglieri are members of Class III with a term ending at the 2019 annual meeting. At each annual meeting of stockholders, directors are elected for a full term of three years to succeed those directors whose terms are expiring. Our Board of Directors is nominating Angelos M. Stergiou for election at the annual meeting as a Class III director to serve for a term of three years until his death, resignation or removal pursuant to our Bylaws. Our Board of Directors is also decreasing the size of the Board to five members upon the completion of this annual meeting.

Unless authority to vote for this nominee is withheld, the shares represented by the enclosed proxy will be voted “FOR” the election of Angelos M. Stergiou as director. In the event that he becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as our Board of Directors may recommend in that nominee’s place. We have no reason to believe that Dr. Stergiou will be unable or unwilling to serve as a director.

THE board of directors UNANIMOUSY Recommends The Election Of Dr. Stergiou As Director, And Proxies Solicited By Our board of directors Will Be Voted In Favor Thereof Unless A Stockholder Has Indicated Otherwise On The Proxy.

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PROPOSAL 2

TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

At our 2013 annual meeting of stockholders, the stockholders indicated their preference that we solicit a non-binding advisory vote on the compensation of our named executive officers, commonly referred to as a “say-on-pay vote,” every year. The Board of Directors adopted a policy that is consistent with that preference. In accordance with that policy, this year, we are again asking the stockholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with NASDAQ Marketplace Rule 5635(d),SEC rules.

This vote is not intended to address any specific item of compensation, but rather the affirmativeoverall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. The compensation of our named executive officers subject to the vote is disclosed in the compensation tables and the related narrative disclosure contained in this Proxy Statement. We believe that our compensation policies and decisions are focused on pay-for-performance principles, strongly aligned with our stockholders’ interests and effective in achieving the overall objectives of our compensation program. Compensation of our named executive officers is designed to enable us to attract and retain talented and experienced executives to lead us successfully in a competitive environment.

Accordingly, our Board is asking the stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by casting a non-binding advisory vote “FOR” the following resolution:

“RESOLVED, that the compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion is hereby APPROVED.”

Because the vote is advisory, it is not binding on the Board. Nevertheless, the views expressed by the stockholders, whether through this vote or otherwise, are important to management and the Board and, accordingly, our Board and our Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

Advisory approval of this Proposal 2 requires that the proposal receive “FOR” votes from the holders of a majority of the shares present in person or represented by proxy and entitled to vote on the matter at the Special Meeting is required.annual meeting that cast votes with respect to this Proposal 2. Abstentions and broker non-votes will count towards a quorum but will have no effect on the outcome of this Proposal 2. Unless the Board decides to modify its policy regarding the frequency of soliciting advisory votes on the compensation of our named executive officers, the next scheduled say-on-pay vote will be at the 2020 annual meeting of stockholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AND PROXIES SOLICITED BY OUR BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.

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As

PROPOSAL 3

ADVISORY VOTE ON APPROVAL OF THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

We are seeking your input with regard to Proposal No. 3the frequency of holding future stockholder advisory votes on the compensation of our named executive officers. In particular, we are asking whether the advisory vote on the compensation of our named executive officers should occur every year, every two years or every three years. Because your vote is advisory, it will not be binding on our Compensation Committee or our Board of Directors. However, the Compensation Committee and our Board of Directors will review the voting results and take them into consideration when making future decisions regarding how frequently it should present the Approvaladvisory vote on the compensation of Adjournment,our named executive officers to our stockholders.

The proxy card provides stockholders with the opportunity to choose among four options (holding the vote every one, two or three years, or abstaining) and, therefore, stockholders will not be voting to approve or disapprove our Board of Directors’ recommendation. The affirmative vote of a majority of the shares voted for this proposal — every year, every two years or every three years — will be the frequency approved, on an advisory basis, by our stockholders. After considering these three alternatives, our Board of Directors believes that conducting the advisory vote on executive compensation every year is appropriate for us and our stockholders at this time.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF HOLDING A VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS EVERY YEAR, AND PROXIES SOLICITED BY OUR BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF SUCH FREQUENCY UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY CARD.

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PROPOSAL 4

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of our Board has selected Moss Adams LLP, or Moss Adams, as our independent registered public accounting firm for the fiscal year ended December 31, 2019 and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the annual meeting.

Moss Adams currently serves as our independent registered public accounting firm and audited our financial statements for the year ended December 31, 2019. Moss Adams has served as our auditors since May 2013. Moss Adams does not have and has not had any financial interest, direct or indirect, in our Company, and does not have and has not had any connection with our company except in its professional capacity as our independent auditors.

Our Audit Committee and our Board believe that the continued retention of Moss Adams to serve as our independent registered public accounting firm is in the best interests of the Company and its stockholders. As a matter of good corporate governance, we are asking stockholders to ratify such selection. If this selection is not ratified at the annual meeting, the Audit Committee intends to reconsider its selection of Moss Adams. Even if the selection is ratified, the Audit Committee in its sole discretion may direct the selection of a different independent registered public accounting firm at any time during the fiscal year if the Audit Committee determines that such a change would be in the best interests of our company and its stockholders.

Audit and non-audit services to be provided by Moss Adams are subject to the prior approval of the Audit Committee. In general, the Audit Committee’s policy is to grant such approval where it determines that the non-audit services are not incompatible with maintaining the independent registered public accounting firm’s independence and there are costs or other efficiencies in obtaining such services from the independent registered public accounting firm as compared to other possible providers. Representatives of Moss Adams are expected to be present at the annual meeting, will have an opportunity to make a statement if they desire to do so, and will be available to respond to questions.

Our Audit Committee is directly responsible for appointing, compensating and providing oversight of the performance of our independent registered public accounting firm for the purpose of issuing audit reports and related work regarding our financial statements and the effectiveness of our internal control over financial reporting. The Audit Committee is also responsible for approving the audit fee of our independent registered public accounting firm. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm.

“FOR” votes from holders of a majority of the shares present in person or represented by proxy and entitled to vote on the matter at the Special Meetingannual meeting that cast votes is required.

What arerequired to ratify the Boardselection of Directors’ recommendations?

The recommendationsMoss Adams. Abstentions and broker non-votes will count towards a quorum but will have no effect on the outcome of our Board of Directors are set forth together with the description of each proposal in this proxy statement. In summary, our Board of Directors recommends a vote:

“FOR” Approval of Amendment to Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split as described in Proposal No.1;

“FOR” Authorize the issuance shares of the Company’s common stock issuable upon the redemption, conversion or other satisfaction of the Company’s obligations under its Amended and Restated 9% Original Issue Discount Senior Secured Debenture due November 10, 2018, without the need for any limitation or cap on issuances as required by and in accordance with NASDAQ Marketplace Rule 5635(d), as described in Proposal No.2; and

“FOR” Approval of Adjournment as described in Proposal No.3

How can I attend the Special Meeting?

You may attend the Special Meeting if you are listed as a stockholder of record as of September 9, 2016 and bring proof of your identity. If you hold your shares in street name through a broker or other nominee, you will need to provide proof that you are the beneficial owner of the shares by bringing either a copy of a brokerage statement showing your share ownership as of September 9, 2016, or a proxy card if you wish to vote your shares in person at the Special Meeting. In addition to the items mentioned above, you must bring proof of your identity.

How can I vote my shares in person at the Special Meeting?

Shares held directly in your name as the stockholder of record may be voted in person at the Special Meeting. If you choose to do so, please bring proof of your identity to the Special Meeting. Shares held in street name beneficially owned may be voted by you if you receive and present at the Special Meeting a proxy from your broker or nominee, together with proof of your identity. Even if you plan to attend the Special Meeting, we urge you to vote in one of the ways described below so that your vote will be counted if you later decide not to attend the Special Meeting or are unable to attend. Attendance at the Special Meeting will not cause your previously granted proxy to be revoked unless you change your proxy instructions as described above.

How can I vote my shares without attending the Special Meeting?

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct your vote without attending the Special Meeting. You may vote by granting a proxy or, for shares held in street name, by submitting voting instructions

3.

 

24Principal Accountant Fees and Services

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The following table represents aggregate fees billed to your broker or nominee. In most instances, you will be able to do this overus for the Internet,years ended December 31, 2018 and 2017, by telephone or by mail. Please refer to the summary instructions below, the instructions included on the Notice of Internet Availability of the proxy materials, and if you request printed proxy materials, the instructions included on your proxy card or, for shares held in street name, the voting instruction card provided by your broker or nominee.Moss Adams, our principal accountant.

		2018				2017
		(in thousands)
Audit Fees(1)		$	345			$	511
Audit-related Fees(2)			117				162
Tax Fees(3)			44				19
All Other Fees			—				—
Total Fees		$	506			$	692

28

 

•(1)

By Internet If you have Internet access, you may submit your proxy from any location inFor the world by followingyears ended December 31, 2018 and 2017, the Internet voting instructions on the proxy card or voting instruction card sent to you.aggregate audit fees billed for professional services rendered for audits and quarterly reviews of our consolidated financial statements.

 

•(2)

By Telephone You may submit your proxyFor the years ended December 31, 2018 and 2017, audit-related fees billed by followingMoss Adams pertained to services rendered in connection with procedures required for filings with the telephone voting instructions onSEC in conjunction with financing transactions and the Notice of Internet Availability you received or by following the telephone voting instructions on the proxy card or voting instruction card sent to you.merger.

 

•(3)

By Mail You may do this by marking, datingTax fees consist of fees for tax consultation and signing your proxy card or, for shares held in street name, the voting instruction card provided to you by your broker or nominee, and mailing it in the enclosed, self-addressed, postage pre paid envelope. No postage is required if mailed in the United States.Please note that you will be mailed a printed proxy card or printed voting instruction card only if you request that such printed materials be sent to you by following the instructions in the Notice of Internet Availability for requesting paper copies of the proxy materials.compliance services.

Can I change my vote or revoke my proxy?

You may change your proxy instructions at any time prior to the vote at the Special Meeting. For shares held directly as the stockholder of record, you may accomplish this by granting another proxy that is properly signed and bears a later date, by sending a properly signed written notice to our Corporate Secretary or by attending the Special Meeting and voting in person. To revoke a proxy previously submitted by telephone or through the Internet, you may simply vote again at a later date, using the same procedures, in which case your later submitted vote will be recorded and your earlier vote revoked. Attendance at the Special Meeting will not cause your previously granted proxy to be revoked unless you change your proxy instructions asAll fees described above. For shares held beneficially by you, you may change your vote by submitting new voting instructions to your broker or nominee. All written notices should be addressed as follows:Galena Biopharma, Inc., 2000 Crow Canyon Place, Suite 380, San Ramon, California 94583, Attention: Corporate Secretary.

Where can I find the voting results of the Special Meeting?

We will announce preliminary voting results at the Special Meeting. We will publish final voting results in a Current Report on Form 8-K filed with the SEC within four business days following the Special Meeting.

If I am a stockholder of record, how do I consent to receive my Special Meeting materials electronically?

Stockholders of record that choose to vote their shares via the Internet will be asked to choose a delivery preference prior to voting their shares. After entering the access information requestedabove were pre-approved by the electronic voting site, click “Login” and then respond as to whether you would like to receive proxy material via electronic delivery. If you would like to receive future proxy materials electronically, which we urge you to do, click the applicable button, enter and verify your current email address and then click “Continue.” Stockholders of record with multiple Galena accounts will need to consent to electronic delivery for each account separately.

When are other proposals for next year’s Special Meeting due?

With respect to proposals not to be included in our proxy statement pursuant to Rule 14a-8 of the Exchange Act, our bylaws provide that stockholders who wish to propose other business to be brought before the stockholders at the Special Meeting must notify our Secretary by a written notice, which notice must be received at our principal executive offices not less than 60 days nor more than 90 days prior to the anniversary date of the immediately preceding year’s Special Meeting of stockholders. For the 2017 annual meeting, stockholders wishing to present proposals for consideration under these provisions of our bylaws must submit their proposals so that they are received at our principal executive offices not earlier than April 14, 2017 and not later than May 15, 2017 in order to be considered. In the event that the 2017 annual meeting is not held within thirty (30) days before or after such anniversary date, then such proposal shall have been delivered to or mailed and received by the Secretary not later than the close of business on the 10th day following the date on which the notice of the meeting was mailed or such public disclosure was made, whichever occurs first. Proposals should be sent in writing toGalena Biopharma, Inc., 2000 Crow Canyon Place, Suite 380, San Ramon, California 94583, Attention: Corporate Secretary. A stockholder’s notice to bring any other business before the 2017 annual meeting must set forth certain information, which is specified in our bylaws. A complete copy of our bylaws is available on our website www.galenabiopharma.com under Investors > Corporate Governance, which is not incorporated by reference.

Audit Committee.

 

25We furnished the foregoing disclosure to Moss Adams.

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Annex A

CertificatePre-Approval Procedures

Our Audit Committee pre-approves of Amendmentsaudit and non-audit services rendered by our independent registered public accounting firm, Moss Adams. Our audit committee pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to Amended and Restated Certificatespecified amounts. Pre-approval may also be given as part of Incorporationour Audit Committee’s approval of Galena Biopharma, Inc.the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service.

Galena Biopharma, Inc., a Delaware corporation (the “Corporation”), hereby certifies that:Our Audit Committee has determined that the rendering of services other than audit services by Moss Adams is compatible with maintaining the principal accountant’s independence.

THe board of directors UNAnIMOUSLY Recommends A Vote To Ratify The Appointment Of MOSS ADAmS As Our Independent Registered Public Accounting Firm, And Proxies Solicited By Our board of directors Will Be Voted In Favor Of Such Ratification Unless A Stockholder Indicates Otherwise On The Proxy.

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OTHER MATTERS

The Board, at the time of the preparation of this Proxy Statement, knows of no other matters to come before the annual meeting other than that referred to herein. If any other matters should properly come before the annual meeting, the persons named in the proxy card will have discretionary authority to vote all proxies in accordance with his or her best judgment.

 

	1.	The following resolution has been unanimously adopted byBy Order of the Corporation’s Board of Directors
Barbara A. Wood
Executive Vice President, General Counsel
and has been approved by the holders of a majority of the Corporation’s outstanding common stock in accordance with the Delaware General Corporation Law for the purpose of amending the Corporation’s Amended and Restated Certificate of Incorporation: RESOLVED, thatas follows:Corporate Secretary

“.”

2.

The above amendment was duly adopted by the Corporation in accordance with the provisions of Section 242 of the Delaware General Corporation Law.30

IN WITNESS WHEREOF, Galena Biopharma, Inc. has caused this Certificate of Amendment to be signed by a duly authorized officer this         day of                 2016.

Galena Biopharma, Inc.

 

By:		/s/ MARK W. SCHWARTZ
		Mark W. Schwartz, Ph.D.
		President and Chief Executive Officer

 

 

1

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IMPORTANT SPECIAL MEETING INFORMATION 000004

ENDORSEMENT_LINE SACKPACK

MR A SAMPLE

DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4

ADD 5

ADD 6

C123456789

000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext

Electronic Voting Instructions

You can vote by Internet or telephone! Available 24 hours a day, 7 days a week!

Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.

VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

Proxies submitted by the Internet or telephone must be received by 12:00 a.m., PST on October 21, 2016.

Vote by Internet

Go to www.envisionreports.com/GALE

Or scan the QR code with your smartphone

Follow the steps outlined on the secure website

Vote by telephone

Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone

Follow the instructions provided by the recorded message

A Proposals — Our Board of Directors recommends that you vote FOR the following proposals:

For Against Abstain

1. Proposal to approve an amendment to the 2. Proposal to authorize the issuance shares of the Company’s Amended and Restated Certificate of Company’s common stock issuable upon the Incorporation (as amended from time to time, the redemption, conversion or other satisfaction of the “Charter”), to effect a reverse stock split of the Company’s obligations under its Amended and Restated outstanding shares of the Company’s common stock, 9% Original Issue Discount Senior Secured Debenture par value $0.0001 per share, at a ratio of not less due November 10, 2018, without the need for any than 1 for 2 and not greater than 1 for 20, with the limitation or cap on issuances as required by and in exact ratio and effective time of the reverse stock split accordance with NASDAQ Marketplace Rule 5635(d). to be determined by the Board of Directors and publicly announced by press release.

3. Proposal to authorizerecommend by non-binding vote the adjournmentfrequency of future stockholder advisory votes to approve the Special Meeting, if necessary or appropriate, if a quorum is present, to solicit additional proxies if there are insufficient votes at the Special Meeting in favorcompensation of the Reverse Stock Split.

B Non-Voting Items

our named executive officers. Every 2 Years Every 3 Years Abstain Every Year 01 - Angelos M. Stergiou For Withhold 1 U P X Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.

Special Meeting Proxy Card 1234 5678 9012 345

IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

Change 032T7E + 1. Election of Address — Please print new address below. Meeting Attendance

Mark box to the right if you plan to attend the Special Meeting.

C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

Director: + Please sign exactly as your name(s) appear(s) hereon. All holders must sign. When signing in a fiduciary capacity, please indicate full title as such. If a corporation or partnership, please sign in full corporate or partnership name by authorized person.

Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.

C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND

MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND

MMMMMMM1UP X 292041 1 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND +

02FMBA

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IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.ENVELOPE.q Annual Meeting Proxy Card 2. Proposal to approve, by non-binding vote, the compensation of our named executive officers as disclosed in the proxy statement. For Against Abstain 4. Proposal to ratify the appointment of Moss Adams as our independent registered public accounting firm for 2019. A Proposals — Our Board of Directors recommends that you vote “FOR” proposals 1, 2 and 4 and “EVERY YEAR” for Proposal 3: MMMMMMMMM 4

1

9

9

0

0

MMMMMMMMMMMM

 

Proxy — Galena Biopharma,SELLAS Life Sciences Group, Inc.

qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q PROXY FOR SPECIAL2019 ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF GALENA BIOPHARMA,SELLAS LIFE SCIENCES GROUP, INC. AND MAY BE REVOKED BY THE STOCKHOLDER PRIOR TO ITS EXERCISE.

The undersigned stockholder of Galena Biopharma,SELLAS Life Sciences Group, Inc., a Delaware corporation, acknowledges receipt of the Notice of SpecialAnnual Meeting of Stockholders and Proxy Statement, each dated September 9, 2016.May 31, 2019. The undersigned stockholder hereby also designates Mark W. Schwartz, Ph.D.Barbara A. Wood and Thomas J. Knapp,John Burns, or any of them, as proxies and attorneys-in-fact, with full power to each other of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Special2019 Annual Meeting of Stockholders of Galena Biopharma,SELLAS Life Sciences Group, Inc. to be held on Friday, October 21, 2016,July 12, 2019, at 9:008:30 a.m., local time,EDT, at 2010 Crow Canyon Place, Suite 130, San Ramon, California, 9458315 West 38th St., 4th Fl., New York, NY 10018 and at any adjournment thereof, and to vote all shares of Common Stock which the undersigned would be entitled to vote, if then and there personally present, on the matters set forth on the reverse side.

THE SHARES PRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED FOR“FOR” THE ELECTION OF DIRECTORS, “FOR” PROPOSALS 1, 2 AND 4, “EVERY YEAR” FOR PROPOSAL 3, AND AS SAID PROXIES (OR ANY OF THEM) DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSALS 1, 2 AND 4, AND “EVERY YEAR” FOR PROPOSAL 3.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE