Attached hereto and incorporated herein by reference as Exhibit 99.2 is a
press release issued by SELLAS on September 14, 2017 entitled “SELLAS’ Galinpepimut-S Induces Specific, Robust and Durable Immune Responses in Patients With High-Risk Multiple Myeloma - Correlated With Clinical Benefit.”
Additional Information about the Proposed Merger between Galena and SELLAS and Where to Find It
In connection with the proposed Merger, Galena and SELLAS intend to file relevant materials with the SEC, including a registration statement on
Form S-4 that
will contain a proxy statement / prospectus / information statement.
Galena and SELLAS will mail the final proxy statement / prospectus / information statement to their
respective stockholders.
Investors and stockholders of Galena and SELLAS are urged to read these materials when they become available because they will contain important information about Galena, SELLAS and the proposed
Merger.
The proxy statement / prospectus / information statement and other relevant materials (when they become available), and any other documents filed by Galena with the SEC, may be obtained free of charge at the SEC web site
at
www.sec.gov
. In addition, copies of the documents filed with the SEC by Galena will be available free of charge on the Company’s website at
www.galenabiopharma.com
(under “Investors” –
“Financials”) or by directing a written request to: Galena Biopharma, Inc., 2000 Crow Canyon Place, Suite 380, San Ramon, CA 94583, Attention: Investor Relations or by email to
ir@galenabiopharma.com
. Investors and stockholders
are urged to read the proxy statement / prospectus / information statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed Merger.
Non-Solicitation
This communication
shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in connection with the proposed Merger shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
Galena and its directors and executive officers and SELLAS and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Galena in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the proposed Merger will be included in the proxy statement
/ prospectus / information statement referred to above. Additional information regarding the directors and executive officers of Galena is also included in the Galena Annual Report on Form
10-K
for the year
ended December 31, 2016 and the proxy statement for its 2017 Annual Meeting of Stockholders, which was filed with the SEC on April 20, 2017. These documents are available free of charge at the SEC’s website at
www.sec.gov
, the
Investors section of Galena’s website, and from Investor Relations at Galena at the addresses provided above.
Forward-Looking Statements
This
Form 8-K contains
statements that include the words “expect,”
“intend,” “plan,” “believe,” “project,” “estimate,” “may,” “should,” “anticipate,” “will” and similar statements of a future or forward looking nature identify
forward-looking statements for purposes of the federal securities laws and otherwise. These forward-looking statements include, without limitation, statements regarding the completion of the proposed Merger. Forward-looking statements are neither
historical facts nor assurances of future performance. Actual results could differ materially from those anticipated in such forward-looking statements as a result of various factors, including, without limitation, risks and uncertainties associated
with stockholder approval of and the ability to consummate the proposed Merger through the process being conducted by Galena and SELLAS. The forward-looking statements herein are made only as of the date hereof or as of the dates indicated in the
forward-looking statements. Galena and SELLAS each disclaim any intent or obligation to update these forward-looking statements to reflect events or circumstances that exist after the date on which they were made. Additional risks and uncertainties
relating to Galena and its business can be found under the caption “Risk Factors” and elsewhere in the Company’s SEC filings and reports, including in Galena’s Annual Report on
Form 10-K, filed
with the SEC on March 15, 2017 and the Quarterly Reports on
Form 10-Q, filed
with the SEC on May 10, 2017 and
August 14, 2017 and in subsequently filed
Form 10-Qs.
By filing the information in this
Item 8.01 of this Current Report on Form
8-K,
Galena makes no admission as to the materiality of any information in this report. The information contained herein is intended to be considered in the context of
Galena’s filings with the Securities and Exchange Commission (the “
SEC
”) and other public announcements that Galena makes, by press release or otherwise, from time to time. Galena undertakes no duty or obligation to
publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC,
through press releases or through other public disclosure.