UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 2, 2024
SELLAS Life Sciences Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-33958 | | 20-8099512 |
(State or other jurisdiction of
incorporation or organization) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| | | | | |
| | | 7 Times Square, Suite 2503
New York, NY 10036 | | |
| | | (Address of Principal Executive
Offices) (Zip Code) | | |
| | | | | |
| Registrant’s telephone number, including area code: (646) 200-5278 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| | ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | |
| | ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | |
| | ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | |
| | ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share | SLS | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.02. Termination of a Material Definitive Agreement
On January 2, 2024, SELLAS Life Sciences Group, Inc. (the “Company”) and Cantor Fitzgerald & Co. (the “Agent”) mutually agreed to terminate the Controlled Equity OfferingSM Sales Agreement, dated April 16, 2021 (“Sales Agreement”), pursuant to which the Company could from time to time offer and sell up to an aggregate of $50,000,000 of shares of its common stock, par value $0.0001 per share, subject to any applicable limits when using Form S-3, through the Agent in “at-the-market-offerings” (the “ATM Program”), as defined in Rule 415 under the Securities Act of 1933, as amended. Additionally, effective as of the date of this report, the Company has terminated the prospectus supplement, filed on April 16, 2021, relating to the ATM Program. Prior to termination, the Company issued and sold 1,294,814 shares of its common stock under the Sales Agreement, raising net proceeds of approximately $10.5 million.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which was filed as Exhibit 10.41 to the Company’s Annual Report on Form 10-K (file No. 001-33958) filed with the Securities and Exchange Commission on March 16, 2023 and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | SELLAS Life Sciences Group, Inc. |
| | | | |
| Date: | January 3, 2024 | By: | | /s/ Barbara A. Wood |
| | | | Name: | Barbara A. Wood |
| | | | Title: | Executive Vice President, General Counsel and Corporate Secretary |
