false
0001390478
0001390478
2025-09-10
2025-09-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): September 10, 2025
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 1.01 Entry into a Material Definitive Agreement.
On September 10, 2025, SELLAS Life Sciences Group,
Inc. a Delaware corporation (the “Company”), entered into a Warrant Inducement Agreement (the “Inducement Agreement”)
with a holder (the “Holder”) of certain existing warrants (the “Existing Warrants”) to purchase shares of common
stock, par value $0.0001 per share (the “Common Stock”), of the Company. Pursuant to the Inducement Agreement, the Holder
and the Company agreed that, subject to any applicable beneficial ownership limitations, the Holder would cash exercise 19,685,040 shares
of Common Stock at an exercise price of $1.20 per share, the original issuance exercise price of the Existing Warrants. The Company will
receive aggregate gross proceeds of approximately $23.6 million from the exercise of the Existing Warrants before deducting financial
advisory fees and other expenses payable by the Company.
In consideration of the Holder’s agreement
to exercise the Existing Warrants in accordance with the Inducement Agreement, the Company agreed to issue to the Holder new warrants
(the “Inducement Warrants”) to purchase up to 19,685,040 shares of Common Stock, which is equal to 100% of the number of shares
of Common Stock issued upon exercise of the Existing Warrants (the “Inducement Warrant Shares”). The Company agreed in the
Inducement Agreement to file a registration statement within 30 days of September 10, 2025, providing for the resale of the Inducement
Warrant Shares by the Holder.
The Inducement Warrants will have an exercise
price of $1.88 per share, which was the closing price of the Common Stock on the Nasdaq Capital Market on September 10, 2025, and will
be exercisable immediately and expire on the five and one half-year anniversary of issuance.
The Company engaged A.G.P./Alliance Global Partners
(“A.G.P.”) and Maxim Group LLC (“Maxim”, and together with A.G.P., the “Financial Advisors”) to act
as Financial Advisors in connection with the transactions summarized above and will pay the Financial Advisors an aggregate fee equal
to 6.5% of the gross proceeds raised in the transaction and reimburse the Financial Advisors for legal expenses incurred in connection
with the transaction not to exceed $60,000.
Pursuant to the Inducement Agreement, for a period
of 90 days following the date of the Inducement Agreement, the Company may not (i) issue, enter into any agreement to issue, or announce
the issuance or proposed issuance of any shares of common stock or common stock equivalents, or (ii) file any registration statement or
amendment or supplement thereto, except for (a) a resale registration statement covering the New Warrant shares, (b) prospectus supplements,
or (c) a registration statement on Form S-8 related to employee benefit plans. These restrictions are subject to customary exceptions
for “Exempt Issuances.” Additionally, for a period of 12 months following the date of the Inducement Agreement, the Company
is prohibited from effecting or entering into any agreement to effect a Variable Rate Transaction (as defined in the Inducement Agreement),
which includes any issuance of securities with conversion or exercise prices that vary with the market price of the Company’s common
stock, or any equity line of credit or “at-the-market” offering.
The Existing Warrants and the underlying shares
of Common Stock were registered pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-278334), filed with the
U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), on March 28,
2024, which was declared effective on May 1, 2024.
The Inducement Warrants and the Inducement Warrant
Shares are not being registered under the Securities Act, and are being offered pursuant to the exemption provided in Section 4(a)(2)
under the Securities Act.
The foregoing descriptions of the Inducement Agreement and the Inducement
Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of Inducement Agreement
and Inducement Warrants, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and incorporated herein
by reference.
Item 3.02 Unregistered Sale of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form
8-K in relation to the Inducement Warrants and the shares of Common Stock issuable upon the exercise thereof is hereby incorporated by
reference into this Item 3.02.
Item 8.01. Other Events
On September 11, 2025, the Company issued a press
release (the “Press Release”) announcing the warrant inducement transaction. A copy of the Press Release is attached hereto
as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
|
Description |
| 4.1 |
|
Form of Inducement Warrant |
| 10.1 |
|
Form of Inducement Agreement |
| 99.1 |
|
Press Release, dated September 11, 2025 |
| 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.
| |
SELLAS Life Sciences Group, Inc. |
| |
|
|
|
| |
|
|
|
| Date: |
September 11, 2025 |
By: |
/s/ John T. Burns |
| |
|
|
Name: |
John T. Burns |
| |
|
|
Title: |
Chief Financial Officer |
