SELLAS Life Sciences Group Announces Closing of $20 Million Registered Direct Offering and Concurrent Private Placement Priced At-the-Market Under Nasdaq Rules
SELLAS Life Sciences Group, Inc. (SLS) completes a registered direct offering of common stock and warrants, raising approximately $20 million for research and development activities.
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SELLAS Life Sciences Group, Inc. successfully closed a registered direct offering of 13,029,316 shares of common stock and warrants.
The offering was priced at $1.535 per share with accompanying warrants to purchase up to an aggregate of 13,029,316 shares of common stock at an exercise price of $1.41 per share.
The gross proceeds from the offering amount to approximately $20 million.
The net proceeds will be utilized for research and development activities, working capital, and general corporate purposes.
A.G.P./Alliance Global Partners served as the sole placement agent for the offering, while Maxim Group acted as a financial advisor to the Company.
The offering was made pursuant to an effective shelf registration statement on Form S-3 previously filed with the SEC.
The private placement of the warrants was conducted in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D.
The offering from SELLAS Life Sciences Group, Inc. represents a significant capital infusion, amounting to approximately $20 million before expenses. This direct offering, coupled with the concurrent private placement of warrants, indicates a proactive approach in securing funds to fuel the company's research and development efforts. The pricing of the warrants at $1.41, which is below the offering price of the common stock, suggests an incentive for investors to participate while providing the company with a potential future capital source if the warrants are exercised.
From a financial perspective, the use of proceeds for general corporate purposes, including working capital, is a common strategy to strengthen a company's balance sheet. However, investors should be aware that the dilutive effect of increasing the number of shares could potentially depress the stock price in the short term. Long-term benefits, however, may be realized if the company successfully advances its cancer therapies, leading to increased shareholder value.
In the biopharmaceutical industry, timely and efficient funding is essential for the progression of clinical trials and the development of new therapies. SELLAS' focus on a broad range of cancer indications could address significant unmet medical needs, potentially tapping into lucrative markets. The gross proceeds of $20 million are earmarked for research and development, which is a positive move for the company's pipeline progression.
Investors typically look for companies with a clear path to market and a strong pipeline. SELLAS' ability to secure funding through a registered direct offering indicates investor confidence in its strategy and pipeline potential. However, it is important to monitor the company's burn rate and the progress of its clinical trials to assess the long-term sustainability of its business model.
The legal framework utilized by SELLAS, including a shelf registration statement and reliance on Section 4(a)(2) of the Securities Act for the private placement, is a textbook approach for raising capital while complying with SEC regulations. Investors should note that the securities issued in the private placement are subject to restrictions on resale, which could limit liquidity for those particular shares.
Furthermore, the fact that the offering was priced at-the-market under Nasdaq rules provides transparency and fairness in the pricing mechanism. It is important for investors to review the prospectus supplement filed with the SEC to understand the specific terms of the offering and the associated risks.
03/19/2024 - 04:05 PM
NEW YORK, March 19, 2024 (GLOBE NEWSWIRE) -- SELLAS Life Sciences Group, Inc. (NASDAQ: SLS) (“SELLAS’’ or the “Company”), a late-stage clinical biopharmaceutical company focused on the development of novel therapies for a broad range of cancer indications, today announced the closing of its previously announced registered direct offering of 13,029,316 shares of its common stock (or common stock equivalents in lieu thereof) and warrants to purchase up to an aggregate of 13,029,316 shares of common stock issued in a concurrent private placement (together with the registered direct offering, the "Offering") at a combined purchase price of $1.53 5 per share and accompanying warrant, priced at-the-market under Nasdaq rules. The warrants have an exercise price of $1.41 per share, are immediately exercisable upon issuance and will expire 5.5 years from issuance.
The gross proceeds from the Offering are approximately $20 million , before deducting placement agent fees and other estimated Offering expenses. The Company intends to use the net proceeds from the Offering for research and development activities, working capital and general corporate purposes.
A.G.P./Alliance Global Partners acted as sole placement agent for the Offering. Maxim Group LLC acted as a financial advisor to the Company in connection with the Offering.
The registered direct offering of the shares of common stock (or common stock equivalents in lieu thereof) was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-255318) previously filed with the U.S. Securities and Exchange Commission (the “SEC”). A prospectus supplement describing the terms of the proposed Offering was filed with the SEC and is available on the SEC’s website located at http://www.sec.gov . Electronic copies of the prospectus supplement may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com .
The private placement of the warrants was made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D thereunder. Accordingly, the securities issued in the concurrent private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About SELLAS Life Sciences Group, Inc.
SELLAS is a late-stage clinical biopharmaceutical company focused on the development of novel therapeutics for a broad range of cancer indications. SELLAS’ lead product candidate, GPS, is licensed from Memorial Sloan Kettering Cancer Center and targets the WT1 protein, which is present in an array of tumor types. GPS has potential as a monotherapy and combination with other therapies to address a broad spectrum of hematologic malignancies and solid tumor indications. The Company is also developing SLS009 (formerly GFH009), a small molecule, highly selective CDK9 inhibitor, which is licensed from GenFleet Therapeutics (Shanghai), Inc., for all therapeutic and diagnostic uses in the world outside of Greater China. For more information on SELLAS, please visit www.sellaslifesciences.com .
Forward-Looking Statements
This press release contains forward-looking statements. All statements other than statements of historical facts are “forward-looking statements,” including those relating to future events. In some cases, forward-looking statements can be identified by terminology such as “plan,” “expect,” “anticipate,” “may,” “might,” “will,” “should,” “project,” “believe,” “estimate,” “predict,” “potential,” “intend,” or “continue” and other words or terms of similar meaning. These statements include, without limitation, statements related to the expected use of proceeds from the Offering. These forward-looking statements are based on current plans, objectives, estimates, expectations and intentions, and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties set forth under the caption “Risk Factors” in SELLAS’ Annual Report on Form 10-K filed on March 16, 2023 and in its other SEC filings. Other risks and uncertainties of which SELLAS is not currently aware may also affect SELLAS’ forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements herein are made only as of the date hereof. SELLAS undertakes no obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.
Investor Contact
Bruce Mackle
Managing Director
LifeSci Advisors, LLC
SELLAS@lifesciadvisors.com
What is the purpose of SELLAS Life Sciences Group, Inc.'s (SLS) registered direct offering?
The purpose of the offering is to raise funds for research and development activities, working capital, and general corporate purposes.
How many shares of common stock were offered in the registered direct offering by SELLAS Life Sciences Group, Inc. (SLS)?
A total of 13,029,316 shares of common stock were offered in the registered direct offering.
What is the exercise price of the warrants issued in the offering by SELLAS Life Sciences Group, Inc. (SLS)?
The warrants have an exercise price of $1.41 per share.
Who served as the sole placement agent for the offering conducted by SELLAS Life Sciences Group, Inc. (SLS)?
A.G.P./Alliance Global Partners served as the sole placement agent for the offering.
Where can one find the prospectus supplement describing the terms of the proposed offering by SELLAS Life Sciences Group, Inc. (SLS)?
The prospectus supplement is available on the SEC's website located at http://www.sec.gov or can be obtained from A.G.P./Alliance Global Partners.
How long will the warrants issued in the offering by SELLAS Life Sciences Group, Inc. (SLS) be valid for?
The warrants will expire 5.5 years from issuance.
What was the price per share in the registered direct offering by SELLAS Life Sciences Group, Inc. (SLS)?
The offering was priced at $1.535 per share.
