As filed with the Securities and Exchange Commission on March 16, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SELLAS Life Sciences Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 20-8099512 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
7 Times Square, Suite 2503,
New York, NY 10036
(Address, including zip code, of registrant’s principal executive offices)
SELLAS Life Sciences Group, Inc. 2019 Equity Incentive Plan
(Full Title of the Plan)
Angelos M. Stergiou, M.D., Sc.D. h.c.
President and Chief Executive Officer
SELLAS Life Sciences Group, Inc.
7 Times Square, Suite 2503, New York, NY 10036
Telephone: (917) 438-4353
(Name, address, and telephone number, including area code, of agent for service)
Copies to:
Joel I. Papernik, Esq.
Daniel A. Bagliebter, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
919 Third Avenue New York, NY 10022 (212) 935-3000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ | ||
Non-accelerated filer | x | Smaller reporting company | x | ||
Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This registration statement registers an aggregate of 1,050,270 additional shares of common stock, par value $0.0001 per share (“common stock”), of SELLAS Life Sciences Group, Inc. (the “Registrant”) reserved under the 2019 Equity Incentive Plan (the “Plan”), representing an increase of 1,050,270 shares reserved under the Plan effective January 1, 2023 by operation of the Plan’s “evergreen” provision. This registration statement registers additional securities of the same class as other securities for which registration statements filed on Form S-8 (File Nos. 333-237168 and 333-258799) relating to an employee benefit plan are effective. The information contained in the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission on March 13, 2020 (File No. 333-237168) and August 13, 2021 (File No. 333-258799) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
+ Denotes management contract or compensatory plan or arrangement.
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Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on March 16, 2023.
SELLAS LIFE SCIENCES GROUP, INC. | ||
By: | /s/ Angelos M. Stergiou | |
Angelos M. Stergiou, M.D., ScD h.c. | ||
President and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each of Angelos M. Stergiou and Barbara A. Wood, acting alone or together with another attorney-in-fact, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||
/s/ Angelos M. Stergiou | President, Chief Executive Officer and Director (Principal Executive Officer) | March 16, 2023 | ||
Angelos M. Stergiou, M.D., ScD h.c. | ||||
/s/ John T. Burns | Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) | March 16, 2023 | ||
John T. Burns, CPA | ||||
/s/ Jane Wasman | Chair of the Board of Directors | March 16, 2023 | ||
Jane Wasman | ||||
/s/ David Scheinberg | Director | March 16, 2023 | ||
David Scheinberg, M.D., PhD. | ||||
/s/ Robert Van Nostrand | Director | March 16, 2023 | ||
Robert Van Nostrand | ||||
/s/ John Varian | Director | March 16, 2023 | ||
John Varian | ||||
/s/ Katherine Kalin | Director | March 16, 2023 | ||
Katherine Kalin |