UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-K/A
(Amendment No. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 6, 2018
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.) |
315 Madison Avenue, 4th Floor
New York, NY 10017
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:(917) 438-4353
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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) orRule 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. ☐
Explanatory Note:
You should read this Second Amended Form8-K with the First Amended Form8-K and Original Form8-K for information regarding the other items reported in the Original Form8-K.
The Company filed a Current Report on Form8-K dated March 12, 2018 (the “Original Form8-K”), to report, among other items, the decision of the Company’s Audit Committee to replace the Company’s independent registered public accountants in Item 4.01 thereof. The Original Form8-K was amended by filing the first amendment on Form8-K/A dated April 2, 2018 (the “First Amended Form8-K”), which amended and restated the disclosures in Item 4.01 to include additional disclosures that were inadvertently omitted and to file the original letter received from KPMG Audit Limited on the disclosures in the Original Form8-K as an exhibit thereto. This second amendment on Form8-K/A is being filed solely to include KPMG Bermuda’s letter dated April 12, 2018 regarding the disclosures in the First Amendment Form8-K, as Exhibit 16.1 hereto. You should read this Form8-K/A together with the First Amended Form8-K and Original Form8-K for information regarding the other items reported in the Original Form8-K as amended by the First Amended Form8-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits. The following material is filed as an exhibit to this Current Report on Form8-K/A:
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. |
| | | |
| Dated: April 13, 2018 | | | | | | |
| | | |
| | | | By: | | /s/ Angelos M. Stergiou, M.D., Sc.D. h.c. |
| | | | | | Angelos M. Stergiou, M.D., Sc.D. h.c. |
| | | | | | President and Chief Executive Officer |
