SELLAS Life Sciences Group, Inc. received an updated ownership disclosure showing that a group of Anson-affiliated entities and individuals collectively report beneficial ownership of 7,481,178 shares of Common Stock, equal to 4.9% of the class as of the event date.
The stake includes Common Stock underlying outstanding warrants, which are subject to beneficial ownership limits that generally prevent the reporting persons from exceeding 4.99% of the company’s outstanding Common Stock through warrant exercises. The percentage is based on 142,442,239 shares issued and outstanding plus 7,481,178 shares issuable upon warrant exercise.
What ownership stake in SELLAS Life Sciences Group (SLS) is reported in this Schedule 13G/A?
The filing reports that Anson-affiliated entities and individuals beneficially own 7,481,178 shares of SELLAS Life Sciences Common Stock, representing 4.9% of the class. This figure includes shares underlying certain warrants held by the reporting funds and related parties.
Who are the reporting persons in the SELLAS Life Sciences (SLS) Schedule 13G/A?
The reporting group includes Anson Funds Management LP, Anson Management GP LLC, Anson Advisors Inc., and individuals Tony Moore, Amin Nathoo, and Moez Kassam. They report shared voting and dispositive power over the 7,481,178 shares attributed to the funds.
How was the 4.9% ownership percentage in SELLAS Life Sciences (SLS) calculated?
The 4.9% figure is based on 7,481,178 shares divided by 149,923,417 shares outstanding on the calculation basis. That total includes 142,442,239 Common Stock reported outstanding and 7,481,178 additional shares issuable upon exercise of the reporting persons’ warrants.
Do the Anson-related holders have limits on exercising their SELLAS Life Sciences (SLS) warrants?
Yes. The filing states each warrant includes a beneficial ownership limitation, and some cannot be exercised if doing so would cause beneficial ownership to exceed 4.99% of outstanding Common Stock. The reported ownership already reflects these contractual limits.
Are the SELLAS Life Sciences (SLS) securities held to influence control of the company?
The certification explains the securities were acquired and are held in the ordinary course of business, not for the purpose or effect of changing or influencing control of SELLAS. The reporting persons also state they are not participating in any control-related transaction.
What type of institution is Anson Advisors Inc. in the SELLAS Life Sciences (SLS) filing?
Anson Advisors Inc. is identified as a Canadian investment advisor. The signatories certify that its foreign regulatory regime is substantially comparable to that of a functionally equivalent U.S. institution and undertake to provide additional information to regulators upon request.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
SELLAS Life Sciences Group, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
81642T209
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
81642T209
1
Names of Reporting Persons
Anson Funds Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,481,178.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,481,178.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,481,178.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
81642T209
1
Names of Reporting Persons
Anson Management GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,481,178.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,481,178.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,481,178.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
81642T209
1
Names of Reporting Persons
Tony Moore
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,481,178.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,481,178.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,481,178.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
81642T209
1
Names of Reporting Persons
Anson Advisors Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,481,178.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,481,178.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,481,178.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
FI, CO
SCHEDULE 13G
CUSIP No.
81642T209
1
Names of Reporting Persons
Amin Nathoo
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,481,178.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,481,178.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,481,178.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
81642T209
1
Names of Reporting Persons
Moez Kassam
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,481,178.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,481,178.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,481,178.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
SELLAS Life Sciences Group, Inc.
(b)
Address of issuer's principal executive offices:
7 TIMES SQUARE SUITE 2503 NEW YORK NY 10036
Item 2.
(a)
Name of person filing:
Anson Funds Management LP, Anson Management GP LLC, Mr. Tony Moore, Anson Advisors Inc., Mr. Amin Nathoo and Mr. Moez Kassam
(b)
Address or principal business office or, if none, residence:
For Anson Funds Management LP, Anson Management GP LLC and Mr. Moore:
16000 Dallas Parkway, Suite 800
Dallas, Texas 75248
For Anson Advisors Inc., Mr. Nathoo and Mr. Kassam:
181 Bay Street, Suite 4200 Toronto, ON
M5J 2T3
(c)
Citizenship:
Anson Funds Management LP is a limited partnership organized under the laws of the State of Texas. Anson Management GP LLC is a limited liability company organized under the laws of the State of Texas. Mr. Moore is a United States citizen. Anson Advisors Inc. is a corporation organized under the laws of Ontario, Canada. Mr. Nathoo and Mr. Kassam are each Canadian citizens.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
81642T209
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Canadian Investment Advisor
Item 4.
Ownership
(a)
Amount beneficially owned:
This Amendment No. 1 (this "Amendment") to the Schedule 13G (the "Schedule 13G") is being filed on behalf of Anson Funds Management LP (d/b/a Anson Funds), a Texas limited partnership, Anson Management GP LLC, a Texas limited liability company, Mr. Tony Moore, the principal of Anson Funds Management LP and Anson Management GP LLC, Anson Advisors Inc., an Ontario, Canada corporation, Mr. Amin Nathoo, a director of Anson Advisors Inc., and Mr. Moez Kassam, a director of Anson Advisors Inc., relating to Class A Common Stock, $0.0001 par value (the "Common Stock"), of Sellas Life Sciences Group, Inc., a Delaware corporation (the "Issuer").
This Schedule 13G relates to the Common Stock of the Issuer purchased by one or more private funds to which Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors (collectively, the "Funds"). Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors to the Funds and may direct the vote and disposition of the 7,481,178
shares of Common Stock held by the Funds. As the general partner of Anson Funds Management LP, Anson Management GP LLC may direct the vote and disposition of the 7,481,178
shares of Common Stock held by the Funds. As the principal of Anson Fund Management LP and Anson Management GP LLC, Mr. Moore may direct the vote and disposition of the 7,481,178
shares of Common Stock held by the Funds. As directors of Anson Advisors Inc., Mr. Nathoo and Mr. Kassam may each direct the vote and disposition of the 7,481,178 shares of Common Stock held by the Funds.
(b)
Percent of class:
Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 4.9% of the outstanding Ordinary Shares, which includes Common Stock underlying outstanding warrants (each, a "Warrant," and collectively, the "Warrants") held by Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam. Each Warrant includes a beneficial ownership limitation. The Warrants may not be exercised to the extent the Reporting Persons would, in the case of some of the Warrants, beneficially own more than 4.99% of the outstanding Common Stock. The beneficial ownership set forth herein takes into account the foregoing limitation. This percentage is determined by dividing 7,481,178 by 149,923,417, which is the sum of: (i) 142,442,239 Common Stock issued and outstanding, as reported in the Issuer's Quarterly 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 12, 2025; and (ii) 7,481,178 the number of Common Stock receivable by the Fund upon exercise of the Warrants.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Section 4(a)
(ii) Shared power to vote or to direct the vote:
See Section 4(a)
(iii) Sole power to dispose or to direct the disposition of:
See Section 4(a)
(iv) Shared power to dispose or to direct the disposition of:
See Section 4(a)
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Section 4(a)
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Anson Advisors Inc. is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
