[S-8] SELLAS Life Sciences Group, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

SELLAS Life Sciences Group, Inc. has filed a Form S-8 to register 800,000 additional shares of common stock for issuance under its Amended and Restated 2021 Employee Stock Purchase Plan. The increase of 800,000 shares was approved by the companys stockholders on June 17, 2025. The filing incorporates prior Form S-8 information by reference and includes customary legal and accounting consents and opinions.

Positive

• Registers 800,000 additional shares of common stock for the Amended and Restated 2021 Employee Stock Purchase Plan.
• Stockholder approval for the increase was obtained on June 17, 2025.
• Incorporates prior Form S-8 information by reference, maintaining continuity with earlier employee-plan registrations.

Negative

• None.

Insights

Equity Compensation Specialist

TL;DR: Routine employee-plan share increase that enables continued ESPP participation.

The registrant is adding 800,000 shares to its Amended and Restated 2021 Employee Stock Purchase Plan following stockholder approval on June 17, 2025. This filing is procedural and consistent with prior Form S-8 registrations, incorporating earlier filings by reference. There are no earnings, transaction, or governance changes disclosed here; the action simply registers additional common stock for employee issuance.

Corporate Governance Expert

TL;DR: Governance process completed; registration documents and required consents are included.

The company filed the Form S-8 to effectuate a board-and-stockholder-approved increase in shares reserved for its ESPP and attached legal opinion and auditor consent exhibits. The filing lists Exhibit 99.1 as the Amended and Restated 2021 Employee Stock Purchase Plan and includes the power of attorney and filing fee table. No material adverse disclosures or management changes are present in this document.

As filed with the Securities and Exchange Commission on August 12, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_______________

SELLAS Life Sciences Group, Inc.

(Exact name of registrant as specified in its charter)

_______________

Delaware	20-8099512
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

7 Times Square, Suite 2503
  New York, NY 10036

(Address of Principal Executive Offices) (Zip Code)

_______________

SELLAS Life Sciences Group, Inc. Amended and Restated 2021 Employee Stock Purchase Plan

(Full title of the plan)

_______________

Angelos M. Stergiou, M.D., ScD h.c.

President and Chief Executive Officer

SELLAS Life Sciences Group, Inc.

7 Times Square, Suite 2503

New York, NY 10036

Telephone: (640) 200-5278

(Name and address of agent for service)

(Telephone number, including area code, of agent for service)

Copies to:

Joel I. Papernik, Esq.

Daniel A. Bagliebter, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

919 Third Avenue, New York, NY 10022

(212) 935-3000

_______________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

SELLAS Life Sciences Group, Inc. (the “Registrant”) has prepared this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register 800,000 additional shares of common stock, par value $0.0001 per share (“Common Stock”), for issuance under the SELLAS Life Sciences Group, Inc. Amended and Restated 2021 Employee Stock Purchase Plan (the “Plan”), representing an increase of 800,000 shares reserved under the Plan, as approved by the Registrant’s stockholders at the Registrant’s annual meeting of stockholders on June 17, 2025.

This Registration Statement registers additional securities of the same class as other securities for which the registration statement filed on Form S-8 (SEC File Nos. 333-237168, 333-258799, 333-264899, 333-270608, and 333-276615) of the Registrant is effective. The information contained in the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission on March 13, 2020 (File No. 333-237168), August 13, 2021 (File No. 333-258799), May 12, 2022 (File No. 333-264899), March 16, 2023 (File No. 333-270608), and January 19, 2024 (333-276615) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit Number		Exhibit Description		Filed Herewith		Incorporated by Reference herein from Form or Schedule		Filing Date		SEC File/ Reg. Number
3.1		Composite Amended and Restated Certificate of Incorporation of the Registrant (formerly, Galena Biopharma, Inc.), amended as of December 27, 2017				Form 10-K (Exhibit 3.1)		April 13, 2018		001-33958
3.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation				Form 10-K (Exhibit 3.3)		March 23, 2021		001-33958
3.3		Amended and Restated By-Laws of the Registrant				Form 8-K (Exhibit 3.3)		January 5, 2018		001-33958
5.1		Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.		X
23.1		Consent of Baker Tilly US, LLP, independent registered public accounting firm.		X
23.2		Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1)		X
24.1		Power of Attorney (included on the signature page hereof)		X
99.1+		SELLAS Life Sciences Group, Inc. Amended and Restated 2021 Employee Stock Purchase Plan				Form 10-Q (Exhibit 10.1)		August 12, 2025		001-33958
107		Filing Fee Table		X

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on August 12, 2025.

	SELLAS LIFE SCIENCES GROUP, INC.
	By:	/s/ Angelos M. Stergiou
	Angelos M. Stergiou, M.D., ScD h.c.
	President and Chief Executive Officer

Each person whose signature appears below constitutes and appoints each of Angelos M. Stergiou and John T. Burns, acting alone or together with another attorney-in-fact, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Angelos M. Stergiou	President, Chief Executive Officer and Director (Principal Executive Officer)	August 12, 2025
Angelos M. Stergiou, M.D., ScD h.c.
/s/ John T. Burns	Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)	August 12, 2025
John T. Burns
/s/ John Varian	Chair of the Board of Directors	August 12, 2025
John Varian
/s/ David Scheinberg	Director	August 12, 2025
David Scheinberg, M.D., PhD.
/s/ Robert Van Nostrand	Director	August 12, 2025
Robert Van Nostrand
/s/ Jane Wasman	Director	August 12, 2025
Jane Wasman
/s/ Katherine Kalin	Director	August 12, 2025
Katherine Kalin

FAQ

What does SELLAS (SLS) register on this Form S-8?

The company registers 800,000 additional shares of common stock for issuance under its Amended and Restated 2021 Employee Stock Purchase Plan.

When were the additional shares approved for the ESPP?

The increase of 800,000 shares was approved by SELLAS stockholders on June 17, 2025.

Does the filing include supporting exhibits and consents?

Yes. The filing includes a legal opinion (Exhibit 5.1), the independent auditor consent (Exhibit 23.1), the amended ESPP as Exhibit 99.1, a power of attorney and the filing fee table.

Is this Form S-8 related to prior registrations?

Yes. The registration statement states it registers additional securities of the same class as prior Form S-8 filings and incorporates those prior filings by reference.

Who signed the registration statement for SELLAS?

The document is signed on behalf of the company by Angelos M. Stergiou, President and Chief Executive Officer, with other executive and board signatures included.