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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): July 24, 2026
SELLAS
Life Sciences Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
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001-33958 |
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20-8099512 |
(State or other jurisdiction of incorporation or organization) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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7 Times Square, Suite 2503 New York, NY 10036 |
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(Address of Principal Executive Offices) (Zip Code) |
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| 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 2.02 | Results of Operations and Financial Condition. |
As of June 30, 2026, SELLAS Life Sciences Group, Inc. (the “Company”)
estimates that its unaudited cash and cash equivalents position was $138.3 million. This amount is unaudited and preliminary and is subject
to the completion of financial closing procedures, including management’s reviews. As a result, this amount may differ materially
from the amount that will be reflected in the Company’s financial statements as of and for the six months ended June 30, 2026.
As previously disclosed, the Company commenced
a binding arbitration against 3D Medicines, Inc. (“3D Medicines”), administered by the Hong Kong International Arbitration
Centre (“HKIAC”). On July 24, 2026, the sole arbitrator in the arbitration proceeding rendered a decision dismissing the Company’s
claims. As permitted by HKIAC rules, the arbitrator administratively allocated a portion of 3D Medicines’ legal fees and costs
in the amount of approximately $1.0 million to be paid by the Company.
3D Medicines announced that it will continue to
progress the development and commercialization of galinpepimut-S (“GPS”) in the Greater China territory in accordance with
the terms of the exclusive license agreement, pursuant to which $191.5 million in potential future milestone payments remain as of March
31, 2026, including the $13.0 million milestone payments that were in dispute in the arbitration.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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SELLAS Life Sciences Group, Inc. |
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| Date: |
July 27, 2026 |
By: |
/s/ John T. Burns |
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Name: |
John T. Burns |
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Title: |
Senior Vice President, Chief Financial Officer |