SELLAS Life Sciences (NASDAQ: SLS) raises $23.6M via warrant inducement

Rhea-AI Filing Summary

SELLAS Life Sciences Group, Inc. entered into a warrant inducement agreement with an existing warrant holder to raise cash and restructure its warrant profile. The holder agreed to cash exercise 19,685,040 shares of common stock at $1.20 per share, providing the company with approximately $23.6 million in gross proceeds before fees. In return, SELLAS will issue new inducement warrants to purchase up to 19,685,040 additional shares at an exercise price of $1.88 per share, exercisable immediately and expiring in five and a half years.

The company engaged A.G.P./Alliance Global Partners and Maxim Group as financial advisors and will pay a fee equal to 6.5% of the gross proceeds, plus up to $60,000 in legal expense reimbursement. For 90 days, SELLAS agreed to limit new equity and registration activity with specified exceptions, and for 12 months it is barred from entering variable rate transactions, equity lines, or at-the-market offerings. The new inducement warrants and their underlying shares are being issued in a private, unregistered offering under Section 4(a)(2) of the Securities Act.

Insights

Capital structure and financing analyst

SELLAS exchanges near-term warrant exercises for cash now and new longer-dated warrants.

SELLAS Life Sciences arranged for an existing holder to cash exercise 19,685,040 warrants at $1.20, bringing in approximately $23.6 million of gross proceeds. In parallel, it is issuing new inducement warrants for the same number of shares at an exercise price of $1.88, exercisable immediately for five and a half years. This shifts value from the old warrants into fresh capital today while preserving potential future share issuance through the new instruments.

The company will pay financial advisors a 6.5% fee on gross proceeds plus up to $60,000 in legal costs, reducing net cash raised. The agreement also temporarily constrains other equity issuance: a 90-day limit on new stock or equivalents and most registration statements, and a 12‑month prohibition on variable rate structures, equity lines, or at‑the‑market offerings. Actual dilution from the new inducement warrants depends on future exercise decisions by the holder.

8-K Event Classification

4 items: 1.01, 3.02, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): 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

FAQ

What financing transaction did SELLAS Life Sciences (SLS) announce in this 8-K?

SELLAS Life Sciences entered into a warrant inducement agreement under which an existing holder agreed to cash exercise 19,685,040 warrants at $1.20 per share, and the company will issue new inducement warrants for up to 19,685,040 shares at an exercise price of $1.88 per share.

How much cash does SELLAS Life Sciences (SLS) expect to receive from the warrant exercises?

The company expects to receive aggregate gross proceeds of approximately $23.6 million from the cash exercise of the existing warrants, before paying advisory fees and other expenses.

What are the key terms of the new inducement warrants issued by SELLAS Life Sciences (SLS)?

The inducement warrants allow the holder to purchase up to 19,685,040 shares of common stock at an exercise price of $1.88 per share, are exercisable immediately, and expire on the five and one half-year anniversary of issuance.

What fees will SELLAS Life Sciences (SLS) pay to its financial advisors in this transaction?

SELLAS engaged A.G.P./Alliance Global Partners and Maxim Group LLC as financial advisors and will pay them an aggregate fee equal to 6.5% of the gross proceeds from the transaction, plus reimbursement of legal expenses up to $60,000.

Are the new inducement warrants and their underlying shares registered with the SEC?

No. The inducement warrants and inducement warrant shares are not being registered under the Securities Act. They are being offered pursuant to the exemption provided in Section 4(a)(2) of the Securities Act.

What restrictions on future equity transactions did SELLAS Life Sciences (SLS) agree to?

For 90 days after the agreement, SELLAS generally may not issue or agree to issue new common stock or equivalents or file most registration statements, subject to specified exceptions. For 12 months, it is prohibited from entering into variable rate transactions, including equity lines of credit or at-the-market offerings.

Will SELLAS Life Sciences (SLS) register the resale of the inducement warrant shares?

SELLAS agreed to file a registration statement within 30 days of September 10, 2025, providing for the resale of the inducement warrant shares by the holder.