SELLAS Life Sciences Announces Pricing of $15 Million Public Offering
June 14 2019 - 08:30AM
SELLAS Life Sciences Group, Inc. (Nasdaq: SLS) (“SELLAS” or the
“Company”), a clinical stage biopharmaceutical company focused on
the development of novel cancer immunotherapeutics for a broad
range of cancer indications, today announced the pricing of an
underwritten public offering of (i) 26,367,200 shares of common
stock together with common stock warrants (the “common warrants”)
to purchase 26,367,200 shares of common stock and (ii) 73,632,800
pre-funded warrants, with each pre-funded warrant exercisable for
one share of common stock, together with common warrants to
purchase 73,632,800 shares of common stock. The shares of common
stock (or pre-funded warrants, as applicable) and accompanying
common warrants are being sold together at a combined public
offering price of $0.15 per share. The common warrants will have an
exercise price of $0.50 per share, will be immediately exercisable
and will expire five years from the date of issuance. The common
warrants also provide that if, during the period of time between
the date that is 60 days after issuance and the date that is 15
months after issuance, the weighted-average price of common
stock on the trading day immediately prior to the exercise date is
lower than the then-applicable exercise price per share, each
warrant may be exercised, at the option of the holder, on a
cashless basis for one share of common stock. SELLAS has granted
the underwriters an option to purchase up to an additional
15,000,000 shares of common stock and/or 15,000,000 common warrants
to cover over-allotments, if any.
The gross offering proceeds to SELLAS from the offering, before
deducting the underwriting discounts and commissions and other
estimated offering expenses, and excluding the exercise of any
warrants, are expected to be approximately $15.0 million. The
offering is expected to close on or about June 18, 2019, subject to
customary closing conditions. SELLAS intends to use the net
proceeds from the offering to commence a pivotal Phase 3 trial for
its lead clinical candidate, galinpepimut-S (“GPS”), as a
monotherapy in acute myeloid leukemia patients following second
complete remission and to continue its Phase 1/2 basket type trial
of GPS in combination with pembrolizumab, as well as for general
corporate purposes and funding its working capital needs.
A.G.P./Alliance Global Partners is acting as sole book-running
manager for the offering. Maxim Group LLC is acting as
co-manager.
A registration statement on Form S-1 relating to the offering
was filed with the Securities and Exchange Commission (“SEC”) on
May 23, 2019, amended on June 6, 2019 and June 13, 2019 and was
declared effective on June 13, 2019. The offering is being made
only by means of a prospectus. SELLAS’ SEC filings are available to
the public from the SEC's website at www.sec.gov. Electronic
copies of the final prospectus relating to the offering may also be
obtained, when available, by contacting A.G.P./Alliance Global
Partners, 590 Madison Avenue, 36th Floor, New York, NY 10022 or via
telephone at 212-624-2006 or email: prospectus@allianceg.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation, or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About SELLAS SELLAS is a clinical-stage
biopharmaceutical company focused on novel cancer
immunotherapeutics for a broad range of cancer indications. SELLAS’
lead product candidate, 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. SELLAS’
second product candidate, nelipepimut-S (NPS), is a HER2-directed
cancer immunotherapy being investigated for the prevention of the
recurrence of breast cancer after standard of care treatment in the
adjuvant setting.
Forward-Looking Statements This press
release contains forward-looking statements, including, but not
limited to, statements related to SELLAS’ current expectations,
plans and prospects. These forward-looking statements include,
without limitation, references to SELLAS’ expectations regarding
the closing of the public offering and its anticipated use of net
proceeds from the offering. 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 related to the satisfaction of customary closing
conditions related to the public offering, or factors that result
in changes to the Company's anticipated use of proceeds. These
risks and uncertainties are described more fully in Amendment No. 2
to Registration Statement on Form S-1 filed with the SEC on June
13, 2019 and other filings with the SEC, including SELLAS’
Annual Report on Form 10-K for the year ended December 31, 2018
filed with the SEC on March 22, 2019, as amended April 30, 2019.
Other risks and uncertainties of which SELLAS is not currently
aware may also affect SELLAS’ forward-looking statements. The
forward-looking statements herein are made only as of the date
hereof. SELLAS 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
Investor RelationsSellas Life Sciences Group,
Inc.917.438.4353info@sellaslife.com
Source: SELLAS Life Sciences Group
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