SELLAS Life Sciences Group, Inc. (Nasdaq:SLS) (SELLAS Inc.) today
announced that the proposed merger of the businesses of SELLAS Life
Sciences Group Ltd. (SELLAS Ltd.) and Galena Biopharma, Inc.
(Galena) has closed effective today, December 29, 2017, following
approval by Galena’s stockholders. Upon completion of the
merger, Galena was renamed “SELLAS Life Sciences Group, Inc.” and
now features a late-stage pipeline led by novel immunotherapies
targeting a broad range of indications in hematologic and solid
malignancies. SELLAS Inc. is expected to commence trading on the
Nasdaq Capital Market on January 2, 2018, under the ticker symbol
“SLS”.
“This public listing provides us with the opportunity to further
develop our novel immunotherapies for a wide range of cancers with
unmet medical needs as a public company,” said Angelos Stergiou,
MD, ScD h.c., President and Chief Executive Officer of SELLAS Inc.
“Over the past year, we have advanced the development of
galinpepimut-S (GPS), our Wilms Tumor 1-targeting immunotherapy,
through collaborations with Merck & Co., among others, as well
as our ongoing Phase 2 trials of GPS in patients with multiple
myeloma, as a monotherapy, and with ovarian cancer, in combination
with Bristol-Myers Squibb’s nivolumab. We also had successful
End-of-Phase 2 meetings with the FDA pertaining to our planned
Phase 3 studies in acute myeloid leukemia and malignant pleural
mesothelioma. We are excited by the potential of GPS, both as a
monotherapy and in combination with other agents to serve as a
promising therapy for patients with a broad array of cancers.”
“I am delighted to be working with Angelos and the rest of the
SELLAS Inc. team, who have been responsible for building the
company and progressing its novel, high potential pipeline to
address the unmet needs of patients battling various types of
cancer. The transition to being a publicly traded company marks a
significant milestone, providing the opportunity for greater
financial resources and enhanced corporate structure to better
advance the company’s clinical programs,” noted Jane Wasman,
newly-appointed Chair of SELLAS Inc.’s Board of Directors.
Following completion of the merger, the combined company will
relocate its headquarters to New York City, NY, and operate under
the management team of SELLAS Ltd.: Dr. Angelos M. Stergiou
(Chief Executive Officer), Aleksey N. Krylov (Interim Chief
Financial Officer), Dr. Nicolas J. Sarlis (Chief Medical Officer),
and Dr. Gregory M. Torre (Chief Regulatory Officer). The Board of
Directors now is led by Jane Wasman (Chair), along with Stephen F.
Ghiglieri, Fabio Lopez, Dr. David A. Scheinberg, Dr. Angelos M.
Stergiou, Robert L. Van Nostrand and John Varian.
Guggenheim Securities acted as SELLAS Ltd.’s financial advisor
for the transaction, and Cooley LLP and Conyers Dill & Pearman
acted as SELLAS Ltd.’s legal counsel. Canaccord Genuity Inc. acted
as Galena’s financial advisor for the transaction and Paul Hastings
LLP and BeesMont Law Limited acted as Galena’s legal counsel.
About the Transaction
In connection with and prior to the closing of the merger,
Galena effected a 1-for-30 reverse stock split of its common
stock. As a result of the reverse stock split, every 30
shares of Galena common stock issued and outstanding or held by
Galena in treasury immediately prior to the effective time of the
reverse stock split was automatically reclassified into one fully
paid and nonassessable share of Galena common stock. Pursuant to
the merger, the holders of SELLAS Ltd. shares outstanding
immediately prior to the merger received 43.9972 shares of Galena
common stock in exchange for each SELLAS Ltd. share in the merger.
Post-merger and post-reverse split, SELLAS Inc. now has
approximately 5,766,891 shares of common stock issued and
outstanding, with prior SELLAS Ltd. securityholders collectively
owning approximately 67.5% of the combined company, and prior
Galena securityholders collectively owning approximately 32.5% of
the combined company, in each case on a fully diluted basis,
without taking into account certain out-of-the-money Galena
warrants.
About SELLAS Inc.’s Pipeline
The combined company features a late-stage pipeline led by novel
immunotherapies targeting a broad range of indications in
hematologic and solid tumor malignancies. SELLAS Inc. plans to
initiate a Phase 3 trial of GPS for the treatment of acute myeloid
leukemia (AML) in 2018, pending funding availability, and has also
successfully completed a Phase 2 study of GPS in malignant pleural
mesothelioma (MPM). End-of-Phase 2 meetings have been completed
with the U.S. Food and Drug Administration (FDA) for GPS in both
indications.
In addition, SELLAS Inc. is currently conducting two Phase 2
trials of GPS, in multiple myeloma as a monotherapy, as well as in
a combination trial in ovarian cancer with nivolumab (OPDIVO®;
Bristol-Myers Squibb). SELLAS Inc. is currently preparing for an
open label, 5-arm ‘basket’ type combination trial of GPS in
combination with the anti-PD-1 therapy pembrolizumab (KEYTRUDA®;
Merck & Co.). SELLAS Inc. also assumes Galena’s Phase 2
investigator-sponsored nelipepimut-S clinical trials in breast
cancer and a controlled release version of anagrelide for potential
internal development or strategic partnership.
About SELLAS Life Sciences Group
SELLAS Inc. is a development-stage biopharmaceutical company
focused on novel cancer immunotherapeutics for a broad range of
cancer indications. SELLAS Inc.'s lead product candidate,
galinpepimut-S (GPS), is licensed from Memorial Sloan Kettering
Cancer Center and targets the Wilms Tumor 1 (WT1) protein, which is
present in an array of tumor types. GPS has potential as a
monotherapy or in combination to address a broad spectrum of
hematologic malignancies and solid tumor indications. GPS has Phase
3 clinical trials planned (pending funding availability) for two
indications, acute myeloid leukemia (AML) and malignant pleural
mesotheliomia (MPM). It is also in development as a potential
treatment for multiple myeloma and ovarian cancer. SELLAS Inc.
plans to study GPS in up to four additional indications. SELLAS
Inc. recently received Orphan Drug designations from the U.S. Food
& Drug Administration (FDA), as well as the European Medicines
Agency, for GPS in AML and MPM; GPS also received Fast Track
designation for AML and MPM from the FDA.
For more information on SELLAS Inc., please visit
www.sellaslifesciences.com.
Forward-Looking Statements
This press release contains forward-looking statements,
including, but not limited to, statements related to the effects of
the merger, the ability to further develop galinpepimut-S for a
broad range of cancer indications, the ability to partner certain
compounds in its product pipeline, as well as statements regarding
planned and ongoing clinical trials for its product pipeline. These
forward-looking statements are based on current plans, objectives,
estimates, expectations and intentions, and inherently involve
significant risks and uncertainties. Actual results and the timing
of events could differ materially from those anticipated in such
forward-looking statements as a result of these risks and
uncertainties, which include, without limitation, risks and
uncertainties associated with immune-oncology product development
and clinical success thereof, the uncertainty of regulatory
approval, the uncertainty of partnering its clinical assets, and
other risks and uncertainties affecting SELLAS Inc. and its
development programs. Other risks and uncertainties of which SELLAS
Inc. is not currently aware may also affect SELLAS Inc.’s
forward-looking statements and may cause actual results and the
timing of events to differ materially from those anticipated. The
forward-looking statements herein are made only as of the date
hereof. SELLAS Inc. undertakes no obligation to update or
supplement any forward-looking statements to reflect actual
results, new information, future events, changes in its
expectations or other circumstances that exist after the date as of
which the forward-looking statements were made.
Investor Contact:Will O’ConnorStern Investor
Relations, Inc.212-362-1200ir@sellaslife.com
David Moser, JDSellas Life Sciences
Group813-864-2571info@sellaslife.com
Source: SELLAS Life Sciences Group, Inc.
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