As
filed with the Securities and Exchange Commission on August 14, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SELLAS
Life Sciences Group, Inc.
(Exact name of registrant as specified
in its charter)
Delaware
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20-8099512
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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7 Times Square, Suite 2503
New
York, New York 10036
(917) 438-4353
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Angelos M. Stergiou, M.D., ScD h.c.
President and Chief Executive Officer
7 Times Square, Suite 2503
New
York, New York 10036
(917) 438-4353
(Name, address, including zip code, and
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.
666 Third Avenue
New York, New York 10017
(212) 935-3000
If the only securities
being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ¨
If any of the
securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. x
If this form is
filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for
the same offering. ¨
If this form is a
post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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.
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filter x
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Smaller reporting company x
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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. ¨
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
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Amount to be
Registered(1)
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Proposed
Maximum Offering Price Per Share(2)
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Proposed
Maximum Aggregate Offering Price(2)
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Amount
of Registration Fee
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Common Stock, par value $0.0001 per share
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5,488,156 shares
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$
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3.46
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$
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18,989,019.76
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$
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2,464.77
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(1)
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This
Registration Statement registers (i) 2,744,078 shares of Common Stock of the Registrant and (ii) 2,744,078 shares of Common
Stock of the Registrant issuable upon the exercise of certain outstanding warrants issued by the Registrant. Pursuant to
Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the
Registrant's Common Stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without receipt of consideration that increases the number of the Registrant's outstanding shares of Common
Stock.
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(2)
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Estimated
in accordance with Rule 457(c) solely for purposes of calculating the registration fee on the basis of the average of the high
and low prices of the Registrant's Common Stock as reported on The Nasdaq Capital Market on August 10, 2020.
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The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission. The selling stockholders may not sell these securities until
the Securities and Exchange Commission declares the registration statement effective. This prospectus is not an offer to
sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED AUGUST 14, 2020
PROSPECTUS
5,488,156
Shares of Common Stock
The
selling stockholders of SELLAS Life Sciences Group, Inc. (“SELLAS,” “we,” “us”
or the “Company”) listed beginning on page 8 of this prospectus may offer and resell under this prospectus (i) up to
2,744,078 shares of our Common Stock and (ii) up to 2,744,078 shares of our Common Stock issuable upon exercise of warrants acquired
by certain of the selling stockholders under the Purchase Agreement (defined below) (the “Warrants”). The selling
stockholders acquired the shares of Common Stock and the Warrants from us pursuant to a Securities Purchase Agreement (the “Purchase
Agreement”, dated July 31, 2020, by and among the Company and the investors listed therein (the “Investors”).
We
are registering the resale of the shares of Common Stock covered by this prospectus as required by the Registration Rights Agreement
we entered into with the Investors on July 31, 2020. The selling stockholders will receive all of the proceeds from
any sales of the shares offered hereby. We will not receive any of the proceeds, but we will incur expenses in connection
with the offering. To the extent the Warrants are exercised for cash, if at all, we will receive the exercise price of the
Warrants.
The
selling stockholders may sell these shares through public or private transactions at market prices prevailing at the time of sale
or at negotiated prices. The timing and amount of any sale are within the sole discretion of the selling stockholders.
Our registration of the shares of Common Stock covered by this prospectus does not mean that the selling stockholders will offer
or sell any of the shares. For further information regarding the possible methods by which the shares may be distributed,
see “Plan of Distribution” beginning on page 11 of this prospectus.
Our
Common Stock is listed on The Nasdaq Capital Market under the symbol “SLS.” The last reported sale price of
our Common Stock on August 10, 2020 was $3.49 per share.
Investing
in our Common Stock is highly speculative and involves a significant degree of risk. Please consider carefully the specific
factors set forth under "Risk Factors" beginning on page 5 of this prospectus and in our filings
with the Securities and Exchange Commission.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of the disclosures in this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is August _____________, 2020
ABOUT THIS PROSPECTUS
This prospectus is
part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”) pursuant
to which the selling stockholders named herein may, from time to time, offer and sell or otherwise dispose of the shares of our
Common Stock covered by this prospectus. You should not assume that the information contained in this prospectus is accurate
on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated
by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus
is delivered or shares of Common Stock are sold or otherwise disposed of on a later date. It is important for you to read
and consider all information contained in this prospectus, including the documents incorporated by reference therein, in making
your investment decision. You should also read and consider the information in the documents to which we have referred you
under “Where You Can Find Additional Information” and “Information Incorporated by Reference” in this prospectus.
We have not authorized
anyone to give any information or to make any representation to you other than those contained or incorporated by reference in
this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this
prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our shares
of Common Stock other than the shares of our Common Stock covered hereby, nor does this prospectus constitute an offer to sell
or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer
or solicitation in such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United
States are required to inform themselves about, and to observe, any restrictions as to the offering and the distribution of this
prospectus applicable to those jurisdictions.
Unless
we have indicated otherwise, or the context otherwise requires, references in this prospectus to “SELLAS,” the
“Company,” “we,” “us” and “our” refer to SELLAS Life Sciences Group, Inc.
PROSPECTUS SUMMARY
This summary description
about us and our business highlights selected information contained elsewhere in this prospectus or incorporated by reference into
this prospectus. It does not contain all the information you should consider before investing in our securities. Important
information is incorporated by reference into this prospectus. To understand this offering fully, you should read carefully
the entire prospectus, including "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements,"
together with the additional information described under "Information Incorporated by Reference."
Overview
We
are a late-stage clinical biopharmaceutical company focused on developing novel cancer immunotherapeutics for a broad range of
cancer indications. Our product candidates currently include galinpepimut-S, or GPS, and nelipepimut-S, or NPS.
Pipeline
Galinpepimut-S, or GPS
Our lead product candidate,
galinpepimut-S, or GPS, is a cancer immunotherapeutic agent licensed from Memorial Sloan Kettering Cancer Center, or MSK, that
targets the Wilms tumor 1, or WT1, protein, which is present in 20 or more cancer types. Based on its mechanism of action as a
directly immunizing agent, GPS has potential as a monotherapy or in combination with other immunotherapeutic agents to address
a broad spectrum of hematologic, or blood, cancers and solid tumor indications.
In February 2020, we
commenced an investigator-sponsored clinical trial, or IST, of GPS in combination with Bristol-Myers Squibb’s anti-PD-1 therapy,
Opdivo® (nivolumab), in patients with malignant pleural mesothelioma, or MPM, which is being conducted at MSK. This Phase 1
open-label clinical study will enroll patients with MPM who harbor relapsed or refractory disease after having received frontline
standard of care multimodality therapy with the study drug provided by both us and Bristol-Myers Squibb. We expect initial data
from this IST by the end of 2020.
In January 2020, we
commenced a Phase 3 trial for GPS monotherapy in patients with acute myeloid leukemia, or AML, in the maintenance setting after
achievement of their second complete remission, or CRem2, following successful completion of second-line antileukemic therapy.
We expect this study, the REGAL study, will be used as the basis for a Biologics License Application, or BLA, submission, subject
to a statistically significant and clinically meaningful data outcome and agreement with the U.S. Food & Drug Administration,
or the FDA. The study is expected to enroll approximately 116 patients at approximately 50 clinical sites in the United States
and Europe and is contemplated to have a planned interim safety and futility analysis after 80 events (deaths) which we expect
to occur by the end of 2021.
In December 2018, we
initiated a Phase 1/2 multi-arm (‘basket’ type) clinical study of GPS in combination with Merck & Co., Inc.’s
anti-PD-1 therapy, Keytruda® (pembrolizumab). We plan to enroll up to approximately 90 patients at up to 20 centers in the
United States. The indications being studied are ovarian cancer (second or third line), colorectal cancer (third or fourth line),
AML (in patients having achieved partial response as their best hematological response after four cycles of therapy with hypomethylating
agents), triple negative breast cancer, or TNBC, (second line), and small cell lung cancer, or SCLC. We expect initial data from
this study in the first half of 2021.
GPS was granted Orphan
Drug Product Designations from the FDA, as well as Orphan Medicinal Product Designations from the European Medicines Agency, or
EMA, for GPS in AML, MPM, and multiple myeloma, or MM, as well as Fast Track Designation for AML, MPM, and MM from the FDA.
Nelipepimut-S or NPS
Nelipepimut-S, or NPS,
is a cancer immunotherapy targeting the human epidermal growth factor receptor 2, or HER2, expressing cancers. Data presented in
2018 from a Phase 2b clinical trial of the combination of trastuzumab (Herceptin®) plus NPS in HER2 low expressing (1+ or 2+
per immunohistochemistry, or IHC) breast cancer patients in the adjuvant setting to prevent recurrences showed a clinically and
statistically significant improvement in the disease-free survival, or DFS, rate for the TNBC cohort at 24 months for patients
treated with NPS plus trastuzumab of 92.6% compared to 70.2% for those treated with trastuzumab alone. Following ongoing discussions
with the FDA and based upon written feedback from the FDA and on the totality of clinical, safety and translational NPS data to
date, we have finalized the design and plan for a Phase 3 registration-enabling study of NPS in combination with trastuzumab for
the treatment of patients with TNBC in the adjuvant setting after standard treatment. If successful, we believe this study may
be considered as the basis for a BLA submission to the FDA. We are seeking out-licensing opportunities to fund and conduct the
future clinical development of NPS in order to maximize the potential of the program and we do not plan to conduct and fund a Phase
3 program for NPS on our own.
FBP-targeting bivalent vaccine (GALE-301/-302)
In order to prioritize
development of our core assets, we have determined to cease development of GALE-301 and GALE-302, cancer immunotherapies that target
the E39 peptide derived from the folate binding protein, or FBP, which were licensed in from The Henry M. Jackson Foundation, or
HJF, and the MD Anderson Cancer Center, or MDACC. We are currently negotiating a termination of the license agreement with HJF
and MDACC.
Impact of COVID-19
On
March 11, 2020, the World Health Organization declared the outbreak of a new coronavirus to be a “pandemic”. First
identified in 2019 and known now as COVID-19, the outbreak has resulted in various “stay-at-home” and “shutdown”
orders through the various states in the United States as well as most countries worldwide. The pandemic has impacted millions
of individuals and businesses worldwide. As we have functioned operationally as a semi-virtual company, the transition to
“work-from home” for our employees has not materially altered our business operations. We are implementing a return-to-work
policy in compliance with federal, state and local requirements and guidance and expect to operate on a semi-virtual basis for
the remainder of 2020. Our Phase 3 REGAL study is progressing, with the necessary work to activate additional sites in the United
States and Europe continuing without material interruption. During the second quarter, we initiated additional sites as planned;
however, many of these sites are located in geographic regions, such as Florida, Texas and California, that are currently experiencing
a surge of new COVID-19 cases. Accordingly, we are uncertain at this time the extent to which these newly initiated sites will
be fully operational, which could have an impact on the projected timing of the REGAL study. Screening is ongoing at the majority
of the sites in the GPS + pembrolizumab combination study although certain sites in this study also have limited operations to
some extent. Due to the uncertainty of these limitations regarding the sites, we expect initial clinical data from the basket study
in the first half of 2021. We believe that the COVID-19 pandemic has not materially impacted our efforts to out-license NPS. The
extent to which the coronavirus impacts the Company's operations will depend on future developments, which are highly uncertain
and cannot be predicted with confidence, including the duration of the outbreak, the emergence of new geographic hotspots where
the coronavirus is spreading more rapidly, the re-emergence of a second outbreak in the fall or winter, new information which may
emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others.
In particular, the continued spread of the coronavirus globally could adversely impact the Company's clinical trial operations
and could have an adverse impact on the Company's business and the Company's financial results.
Risks Associated with Our Business
Our business and our
ability to implement our business strategy are subject to numerous risks, as more fully described in the section entitled "Risk
Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, incorporated herein by reference.
You should read these risks before you invest in our securities. We may be unable, for many reasons, including those that
are beyond our control, to implement our business strategy.
Corporate Information
We
were incorporated on April 3, 2006 in Delaware as Argonaut Pharmaceuticals, Inc. On November 28, 2006, we changed our name to RXi
Pharmaceuticals Corporation and began operations in January 2007. On September 26, 2011, we changed our name to Galena Biopharma,
Inc. In December, 2017, we completed the business combination with the privately held Bermuda exempted company, Sellas Life Sciences
Group Ltd., or Private SELLAS, which we refer to throughout the registration statement of which this prospectus forms a part as
the “Merger.” As a result of the Merger, our business is now substantially comprised of the business of Private SELLAS.
Upon completion of the Merger, we changed our name from “Galena Biopharma, Inc.” to “SELLAS Life Sciences Group,
Inc.,” our Common Stock began trading on The Nasdaq Capital Market under a new ticker symbol “SLS” on January
2, 2018, and our financial statements became those of Private SELLAS.
Our
principal executive offices are located at 7 Times Square, Suite 2503, New York, NY 10036, and our phone number is (917)
438-4353. Our website address is www.sellaslife.com. The information contained on, or that can be accessed through, our website
is not a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
THE OFFERING
Shares of Common Stock
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Up to 5,488,156 shares of Common Stock.
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that May be Offered by the
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Selling Stockholders
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Use of Proceeds
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We will not receive any proceeds from the sale of the Common Stock by the selling stockholders. However, if all of the Warrants were exercised for cash, we would receive gross proceeds of approximately $9.1 million. We currently intend to use such proceeds for working capital and general corporate purposes.
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Offering Price
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The selling stockholders may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices.
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Nasdaq Capital Market Symbol
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SLS
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Risk Factors
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Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 5 of this prospectus, and any other risk factors described in the documents incorporated by reference herein, for a discussion of certain factors to consider carefully before deciding to invest in our Common Stock.
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Throughout
this prospectus, when we refer to the shares of our Common Stock being registered on behalf of the selling stockholders for offer
and sale, we are referring to the shares of Common Stock sold to the selling stockholders, as well as the shares of Common Stock
issuable upon exercise of the Warrants, each as described under “The Offering” and “Selling Stockholders.”
When we refer to the selling stockholders in this prospectus, we are referring to the selling stockholders identified in this prospectus
and, as applicable, their donees, pledgees, transferees or other successors-in-interest selling shares of Common Stock or interests
in shares of Common Stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership
distribution or other transfer.
RISK FACTORS
Investing in our securities
involves a high degree of risk. You should carefully consider and evaluate all of the information contained in this prospectus,
the accompanying prospectus and in the documents we incorporate by reference into this prospectus and accompanying prospectus before
you decide to purchase our securities. In particular, you should carefully consider and evaluate the risks and uncertainties
described under the heading "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
Any of the risks and uncertainties set forth in that report, as updated by annual, quarterly and other reports and documents that
we file with the SEC and incorporate by reference into this prospectus or any prospectus, could materially and adversely affect
our business, results of operations and financial condition, which in turn could materially and adversely affect the value of any
securities offered by this prospectus. As a result, you could lose all or part of your investment.
THE
OFFERING
On
July 31, 2020, we entered into the "Purchase Agreement" with certain investors (each an “Investor”
and, collectively, the “Investors”), pursuant to which we issued and sold, in a private placement (the “Offering”),
2,744,078 shares of the Company's common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price
of $3.335 per share (the “Shares”) and warrants to purchase up to 2,744,078 shares of Common Stock at an exercise price
of $3.30 per share (the “Warrants”). The Warrants were immediately exercisable upon issuance and expire five years
from the date of issuance.
In
connection with the Offering, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”)
with the Investors, pursuant to which we are obligated, among other things, to (i) file a registration statement with the U.S.
Securities and Exchange Commission (the “SEC”) within 20 days following the entrance into the Registration Rights
Agreement for purposes of registering the Shares and the shares of Common Stock issuable upon exercise of the Warrants for resale
by the Investors, (ii) use our reasonable best efforts to have the registration statement declared effective as soon as practicable
after filing, and in any event no later than sixty (60) days after the entrance into the Registration Rights Agreement (or ninety
(90) days after the entrance into the Registration Rights Agreement if the registration statement is reviewed by the SEC), and
(iii) maintain the registration until all registrable securities may be sold pursuant to Rule 144 under the Securities Act, without
restriction as to volume. The Registration Rights Agreement contains customary terms and conditions for a transaction of
this type, including certain customary cash penalties on the Registrant for its failure to satisfy specified filing and effectiveness
time periods.
The
foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement and the form of Warrant are not complete and
are subject to and qualified in their entirety by reference to the Purchase Agreement, the Registration Rights Agreement and the
form of Warrant, respectively, copies of which are attached as Exhibits 10.1, 10.2 and 4.1, respectively, to the Current Report
on Form 8-K dated August 4, 2020, and are incorporated herein by reference.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference into this prospectus include forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, that relate to
future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may
cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels
of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited
to, “anticipate,” “aim,” “believe,” “contemplate,” “continue,” “could,”
“design,” “estimate,” “expect,” “intend,” “may,” “might,”
“plan,” “predict,” “poise,” “project,” “potential,” “suggest,”
“should,” “strategy,” “target,” “will,” “would,” and similar expressions
or phrases, or the negative of those expressions or phrases, are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. Although we believe that we have a reasonable basis for each forward-looking
statement contained in this prospectus and incorporated by reference into this prospectus, we caution you that these statements
are based on our projections of the future that are subject to known and unknown risks and uncertainties and other factors that
may cause our actual results, level of activity, performance or achievements expressed or implied by these forward-looking statements,
to differ. The section in this prospectus entitled “Risk Factors” and the sections in our periodic reports,
including the 2019 Form 10-K entitled “Business,” and in the 2019 Form 10-K and our most recent quarterly report
on Form 10-Q entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
as well as other sections in this prospectus and the documents or reports incorporated by reference into this prospectus, discuss
some of the factors that could contribute to these differences. These forward-looking statements include, among other things, statements
about:
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the
extent to which our business may be adversely affected by the recent COVID-19 outbreak;
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our
projected financial position and estimated cash burn rate;
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our
estimates regarding expenses, future revenues and capital requirements;
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our
ability to continue as a going concern;
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our
need to raise substantial additional capital to fund our operations;
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the
success, cost and timing of our clinical trials;
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our
dependence on third parties in the conduct of our clinical trials;
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our
ability to obtain the necessary regulatory approvals to market and commercialize our product candidates;
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the
potential that results of preclinical and clinical trials indicate our current product candidates or any future product candidates
we may seek to develop are unsafe or ineffective;
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the
results of market research conducted by us or others;
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our
ability to obtain and maintain intellectual property protection for our current product candidates;
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our
ability to protect our intellectual property rights and the potential for us to incur substantial costs from lawsuits to enforce
or protect our intellectual property rights;
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the
possibility that a third party may claim we have infringed, misappropriated or otherwise violated their intellectual property
rights and that we may incur substantial costs and be required to devote substantial time defending against these claims;
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our
reliance on third-party suppliers and manufacturers;
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the
success of competing therapies and products that are or become available;
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our
ability to expand our organization to accommodate potential growth and our ability to retain and attract key personnel;
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the
potential for us to incur substantial costs resulting from product liability lawsuits against us and the potential for these product
liability lawsuits to cause us to limit our commercialization of our product candidates;
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market
acceptance of our product candidates, the size and growth of the potential markets for our current product candidates and any
future product candidates we may seek to develop, and our ability to serve those markets; and
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the
successful development of our commercialization capabilities, including sales and marketing capabilities.
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Our current product candidates are undergoing
clinical development and have not been approved by the FDA or the European Commission. These product candidates have not been,
nor may they ever be, approved by any regulatory agency or competent authorities nor marketed anywhere in the world.
We may not actually achieve the plans, intentions
or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.
Forward-looking statements should be regarded solely as our current plans, estimates and beliefs. We have included important factors
in the cautionary statements included in this document, particularly in the section entitled “Risk Factors”
beginning on page 5 of this prospectus that we believe could cause actual results or events to differ materially from the forward-looking
statements that we make. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time
to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business
or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained
in any forward-looking statements we may make. Given these risks and uncertainties, readers are cautioned not to place undue reliance
on such forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement.
Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures
or investments we may make. You should read this prospectus and the documents that we have filed as exhibits to this prospectus
and incorporated by reference herein completely and with the understanding that our actual future results may be materially different
from the plans, intentions and expectations disclosed in the forward-looking statements we make. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance.
The forward-looking statements contained in this prospectus are made as of the date of this prospectus and we do not assume any
obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except
as required by applicable law.
You should also
consider carefully the statements set forth in the sections titled "Risk Factors" or elsewhere in this prospectus, in
the accompanying prospectus and in the documents incorporated or deemed incorporated herein or therein by reference, which address
various factors that could cause results or events to differ from those described in the forward-looking statements. All
subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified
in their entirety by the applicable cautionary statements. We have no plans to update these forward-looking statements.
USE OF PROCEEDS
We
will not receive any of the proceeds from the sale of Common Stock by the selling stockholders named in this prospectus,
and the selling stockholders will receive all of the proceeds from this offering.
We
may receive up to approximately $9.1 million in aggregate gross proceeds from cash exercises of the Warrants, based on the
per share exercise price of the Warrants. Any proceeds we receive from the exercise of the Warrants will be used to advance our
clinical programs and for general corporate purposes. The holders of the Warrants are not obligated to exercise their Warrants,
and we cannot predict whether holders of the Warrants will choose to exercise all or any of their Warrants.
SELLING STOCKHOLDERS
This
prospectus relates to the sale or other disposition of up to 5,488,156 shares of our Common Stock and shares of Common Stock
issuable to the selling stockholders upon exercise of the Warrants by the selling stockholders named below, and their donees, pledgees,
transferees or other successors-in-interest selling shares of Common Stock or interests in shares of Common Stock received after
the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer. The
shares of Common Stock covered hereby were issued by us in the Offering. See “The Offering” beginning on page
5 of this prospectus.
The
table below sets forth information as of August 13, 2020, to our knowledge, for the selling stockholders and other information
regarding the beneficial ownership (as determined under Section 13(d) of the Exchange Act and the rules and regulations thereunder)
of the shares of Common Stock held by the selling stockholders. The second column lists the number of shares of Common Stock
and percentage beneficially owned by the selling stockholders as of July 31, 2020. The third column lists the maximum number
of shares of Common Stock that may be sold or otherwise disposed of by the selling stockholders pursuant to the registration statement
of which this prospectus forms a part. The selling stockholders may sell or otherwise dispose of some, all or none of their
shares. Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares of our Common Stock
as to which a stockholder has sole or shared voting power or investment power, and also any shares of our Common Stock which the
stockholder has the right to acquire within 60 days of August 13, 2020. The percentage of beneficial ownership for the selling
stockholders is based on 9,461,978 shares of our Common Stock outstanding as of August 13, 2020 and the number of shares of our
Common Stock issuable upon exercise or conversion of convertible securities that are currently exercisable or convertible or are
exercisable or convertible within 60 days of August 13, 2020 beneficially owned by the applicable selling stockholder. Except
as described below, to our knowledge, none of the selling stockholders has been an officer or director of ours or of our affiliates
within the past three years or has any material relationship with us or our affiliates within the past three years. Our knowledge
is based on information provided by the selling stockholders in connection with the filing of this prospectus, as well as information
obtained from relevant Schedule 13D and 13G filings.
The
shares of Common Stock being covered hereby may be sold or otherwise disposed of from time to time during the period the registration
statement of which this prospectus is a part remains effective, by or for the account of the selling stockholders. After
the date of effectiveness of such registration statement, the selling stockholders may sell or transfer, in transactions
covered by this prospectus or in transactions exempt from the registration requirements of the Securities Act, some or all of their
Common Stock.
Information about
the selling stockholders may change over time. Any changed information will be set forth in an amendment to the registration
statement or supplement to this prospectus, to the extent required by law.
|
|
Shares of Common Stock
Beneficially Owned Prior
to this Offering
|
|
|
Number of Shares of
Common Stock Being
Offered Hereby
|
|
|
Shares of Common
Stock Beneficially
Owned After this
Offering
|
|
Selling Stockholder
|
|
Number
(1)
|
|
|
|
%
(2)
|
|
|
|
|
|
Number
(3)
|
|
|
%
(3)
|
|
AIGH Entities
|
|
|
1,799,102
|
(4)
|
|
|
|
17.36
|
%
|
|
|
1,799,102
|
|
|
|
—
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anson Investments Master Fund LP
|
|
|
1,609,973
|
(5)
|
|
|
|
15.37
|
%
|
|
|
1,200,000
|
|
|
|
409,973
|
|
|
|
3.36
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Hewlett Fund LP
|
|
|
779,610
|
(6)
|
|
|
|
7.91
|
%
|
|
|
779,610
|
|
|
|
—
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Globis Capital Partners, L.P.
|
|
|
599,700
|
(7)
|
|
|
|
6.14
|
%
|
|
|
599,700
|
|
|
|
—
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brio Capital Master Fund Ltd.
|
|
|
300,000
|
(8)
|
|
|
|
3.12
|
%
|
|
|
300,000
|
|
|
|
—
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CVI Investments, Inc.
|
|
|
715,323
|
(9)
|
|
|
|
7.13
|
%
|
|
|
300,000
|
|
|
|
415,323
|
|
|
|
3.40
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
District 2 Capital Fund LP
|
|
|
299,850
|
(10)
|
|
|
|
3.12
|
%
|
|
|
299,850
|
|
|
|
—
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lind Global Macro Fund, LP
|
|
|
209,894
|
(11)
|
|
|
|
2.19
|
%
|
|
|
209,894
|
|
|
|
—
|
|
|
|
*
|
|
|
*Less
than one percent
|
|
|
(1)
|
The shares of Common Stock underlying warrants are convertible
or exercisable within 60 days of August 13, 2020.
|
|
|
(2)
|
Based on a denominator equal to the sum of (i) 9,461,978
shares of our Common Stock outstanding on August 13, 2020, and (ii) the number of shares of our Common Stock issuable upon exercise
or conversion of convertible securities that are currently exercisable or convertible or are exercisable or convertible within
60 days of August 13, 2020 beneficially owned by the applicable selling stockholder.
|
|
|
(3)
|
Assumes that (i)
all of the shares of common stock to be registered by the registration statement of which this prospectus is a part are sold in
this offering and (ii) the selling stockholders do not acquire additional shares of our common stock after the date of this prospectus
and prior to completion of this offering. The percentage of beneficial ownership after the offering is based on 12,206,056
shares of Common Stock, consisting of (a) 9,461,978 shares of our Common Stock outstanding on August 13, 2020, and (b) the 2,744,078
shares of our Common Stock underlying the Warrants offered under this prospectus.
|
|
|
(4)
|
Orin Hirschman holds voting and dispositive power with respect to shares of record held by AIGH Investment Partners LP, AIGH Investment Partners LLC, WVP Emerging Manager Onshore Fund, LLC – AIGH Series, and WVP Emerging Manager Onshore Fund, LLC – Optimized Equity Series.
|
|
|
(5)
|
Anson Advisors Inc and Anson Funds Management LP, the
Co-Investment Advisers of Anson Investments Master Fund LP (“Anson”), hold voting and dispositive power over the Common
Shares held by Anson. Bruce Winson is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds
Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Winson, Mr. Kassam and Mr. Nathoo each disclaim
beneficial ownership of these Common Shares except to the extent of their pecuniary interest therein. The principal business address
of Anson is Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.
|
|
|
(6)
|
As General Partner of The Hewlett Fund LP, Martin Chopp
holds voting and dispositive power with respect to the shares of record held by such entity.
|
|
|
(7)
|
As Managing Member of Globis Capital Partners, LP, Paul
Packer holds voting and dispositive power with respect to the shares of record held by such entity.
|
|
|
(8)
|
As Director of Brio Capital Master Fund Ltd., Shaye Hirsche
holds voting and dispositive power with respect to the shares of record held by such entity.
|
|
|
(9)
|
Heights Capital Management, Inc., the authorized agent
of CVI Investments, Inc. (“CVI”), has discretionary authority to vote and dispose of the shares held by CVI and may
be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital
Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger
disclaims any such beneficial ownership of the shares. CVI Investments, Inc. is affiliated with one or more FINRA member,
none of whom are currently expected to participate in the sale pursuant to the prospectus contained in the Registration Statement
of Shares purchased by the Investor in this Offering.
|
|
|
(10)
|
As Partner of District 2 Capital Fund LP, Eric J. Schlanger
holds voting and dispositive power with respect to the shares of record held by such entity.
|
|
|
(11)
|
Jeff Easton, the Managing Member of Lind Global Partners,
LLC, the general partner of Lind Global Macro Fund, LP, has voting and dispositive power with respect to the shares held of record
by Lind Global Macro Fund, LP.
|
PLAN OF DISTRIBUTION
Each selling stockholder
of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their
securities covered hereby on The Nasdaq Capital Market or any other stock exchange, market or trading facility on which the securities
are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one
or more of the following methods when selling securities:
|
·
|
ordinary brokerage transactions and transactions in
which the broker-dealer solicits purchasers;
|
|
·
|
block trades in which the broker-dealer will attempt
to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
|
·
|
purchases by a broker-dealer as principal and resale
by the broker-dealer for its account;
|
|
·
|
an exchange distribution in accordance with the rules
of the applicable exchange;
|
|
·
|
privately negotiated transactions;
|
|
·
|
settlement of short sales;
|
|
·
|
in transactions through broker-dealers that agree with
the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;
|
|
·
|
through the writing or settlement of options or other
hedging transactions, whether through an options exchange or otherwise;
|
|
·
|
a combination of any such methods of sale; or
|
|
·
|
any other method permitted pursuant to applicable law.
|
The selling stockholders
may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the
“Securities Act”), if available, rather than under this prospectus.
Broker-dealers engaged
by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction
a markup or markdown in compliance with FINRA Rule 2121.
In connection with
the sale of the securities or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions
they assume. The selling stockholders may also sell securities short and deliver these securities to close out their short positions,
or loan or pledge the securities to broker-dealers that in turn may sell these securities. The selling stockholders may also enter
into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities
which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which
securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended
to reflect such transaction).
The selling stockholders
and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within
the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each selling stockholder has informed the Company that it does not have any written or oral agreement
or understanding, directly or indirectly, with any person to distribute the securities.
The Company is required
to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed
to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the
Securities Act.
We agreed to keep this
prospectus effective until the earlier of (i) the date on which the securities may be resold by the selling stockholders without
registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for
the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of
similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or
any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if
required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be
sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
Under applicable rules
and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously
engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and
sales of the Common Stock by the selling stockholders or any other person. We will make copies of this prospectus available to
the selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior
to the time of the sale (including by compliance with Rule 172 under the Securities Act).
LEGAL MATTERS
The validity of the
shares of Common Stock offered in this prospectus has been passed upon for us by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C., New York, New York.
EXPERTS
Our consolidated
financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2019, have been audited
by Moss Adams LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by
reference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm (which report
expresses an unqualified opinion and includes an explanatory paragraph regarding the Company’s going concern uncertainty)
given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are subject to
the information requirements of the Exchange Act and we therefore file periodic reports, proxy statements and other information
with the SEC relating to our business, financial statements and other matters. The reports, proxy statements and other information
we file may be inspected and copied at prescribed rates at the SEC's Public Reference Room located at 100 F Street, N.E., Washington,
D.C. 20549. You may obtain information on the operation of the SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains a website that contains reports, proxy and information statements and other information regarding issuers
like us that file electronically with the SEC. The address of the SEC's website is http://www.sec.gov.
This
prospectus constitutes part of a registration statement filed under the Securities Act with respect to the shares of Common Stock
covered hereby. As permitted by the SEC's rules, this prospectus omits some of the information, exhibits and undertakings
included in the registration statement. You may read and copy the information omitted from this prospectus but contained
in the registration statement, as well as the periodic reports and other information we file with the SEC, at the public reference
room and website of the SEC referred to above. You may also access our filings with the SEC on our website, which is located
at http://www.sellaslifesciences.com/. The information contained on our website is not part of this prospectus.
Statements contained
in this prospectus as to the contents of any contract or other document are not necessarily complete, and in each instance we refer
you to the copy of the contract or other document filed or incorporated by reference as an exhibit to the registration statement
or as an exhibit to our Exchange Act filings, each such statement being qualified in all respects by such reference.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference
the information we file with it, which means that we can disclose important information to you by referring you to another document
that we have filed separately with the SEC. You should read the information incorporated by reference because it is an important
part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the
SEC prior to the date of this prospectus, while information that we file later with the SEC will automatically update and supersede
the information in this prospectus. We incorporate by reference into this prospectus and the registration statement of which this
prospectus is a part the information or documents listed below that we have filed with the SEC (Commission File No. 001-33958):
|
·
|
the
description of our Common Stock set forth in our registration statement on Form 8-A,
filed with the SEC on February 8, 2008, as amended on February 12, 2008, including any
further amendments thereto or reports filed for the purposes of updating this description.
|
We also incorporate by reference any future
filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are
related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, including those made after the date of the initial filing of the registration statement of which
this prospectus is a part and prior to effectiveness of such registration statement, until we file a post-effective amendment that
indicates the termination of the offering of the Common Stock made by this prospectus and will become a part of this prospectus
from the date that such documents are filed with the SEC. Information in such future filings updates and supplements the information
provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any
information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference
to the extent that statements in the later filed document modify or replace such earlier statements.
We
will furnish without charge to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or
oral request, a copy of any or all of the documents incorporated by reference into this prospectus but not delivered with the prospectus,
including exhibits that are specifically incorporated by reference into such documents. You should direct any requests for documents
to SELLAS Life Sciences Group, Inc., Attention: Corporate Secretary, 7 Times Square, Suite 2503, New York, New York 10036.
Our phone number is (917) 438-4353.
You should rely only on information contained
in, or incorporated by reference into, this prospectus and any prospectus supplement. We have not authorized anyone to provide
you with information different from that contained in this prospectus or incorporated by reference into this prospectus. We are
not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or
solicitation.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance
and Distribution.
The following table
sets forth all costs and expenses payable by the Registrant, in connection with the sale of the securities being registered under
this registration statement. All amounts shown are estimates except for the Securities and Exchange Commission, or SEC, registration
fee.
|
|
Amount
|
|
SEC registration fee
|
|
|
|
$
|
2,464.77
|
|
Legal fees and expenses
|
|
|
|
$
|
25,000.00
|
|
Accounting fees and expenses
|
|
|
|
$
|
15,000
|
|
Total
|
|
|
|
$
|
42,464.77
|
|
Item 15. Indemnification of Directors
and Officers.
As permitted by Section 102 of the Delaware General Corporation
Law, we have adopted provisions in our amended and restated certificate of incorporation and amended and restated bylaws, each
as amended, which limit or eliminate the personal liability of our directors for a breach of their fiduciary duty of care as a
director. The duty of care generally requires that, when acting on behalf of the corporation, directors exercise an informed business
judgment based on all material information reasonably available to them. Consequently, a director will not be personally liable
to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:
|
·
|
any
breach of the director’s duty of loyalty to us or our stockholders;
|
|
·
|
any
act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
|
|
·
|
any
act related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or
|
|
·
|
any
transaction from which the director derived an improper personal benefit.
|
These limitations of liability do not affect the availability
of equitable remedies such as injunctive relief or rescission. Our amended and restated certificate of incorporation also authorizes
us to indemnify our officers, directors and other agents to the fullest extent permitted under Delaware law.
As permitted by Section 145 of the Delaware General Corporation
Law, our amended and restated bylaws, as amended, provide that:
|
·
|
we
may indemnify our directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law, subject
to limited exceptions;
|
|
·
|
we
may advance expenses to our directors, officers and employees in connection with a legal proceeding to the fullest extent permitted
by the Delaware General Corporation Law, subject to limited exceptions; and
|
|
·
|
the
rights provided in our bylaws are not exclusive.
|
Our amended and restated certificate of incorporation and bylaws,
each as amended, which are filed as Exhibits 3.1 and 3.3, provide for the indemnification provisions described above and elsewhere
herein. We have entered into separate indemnification agreements with our directors and officers that may be broader than the specific
indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements generally require
us, among other things, to indemnify our officers and directors against liabilities that may arise by reason of their status or
service as directors or officers, other than liabilities arising from willful misconduct. These indemnification agreements also
generally require us to advance any expenses incurred by the directors or officers as a result of any proceeding against them as
to which they could be indemnified. In addition, we have purchased a policy of directors’ and officers’ liability insurance
that insures our directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances.
These indemnification provisions and the indemnification agreements may be sufficiently broad to permit indemnification of our
officers and directors for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.
We have entered into indemnification agreements with our directors
and executive officers, in addition to the indemnification provided for in our amended and restated certificate of incorporation
and amended and restated bylaws, and intend to enter into indemnification agreements with any new directors and executive officers
in the future.
We have purchased and currently intend to maintain insurance
on behalf of each and every person who is or was a director or officer of our company against any loss arising from any claim asserted
against him or her and incurred by him or her in any such capacity, subject to certain exclusions.
Item
16. Exhibits.
See Exhibit Index following the
signature page to this Registration Statement.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
|
(1)
|
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities Act;
|
|
(ii)
|
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
|
|
(iii)
|
To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
|
provided, however, that paragraphs (a)(1)(i), (ii), and (iii)
of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement.
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
|
|
(4)
|
That,
for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities:
|
The undersigned registrant undertakes that in a primary offering
of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used
to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
|
(i)
|
Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
|
|
(ii)
|
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;
|
|
(iii)
|
The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
|
|
(iv)
|
Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
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(1)
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For
purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the
time it was declared effective.
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(2)
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For
the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of these securities
at that time shall be deemed to be the initial bona fide offering.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant 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 this August 14, 2020.
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SELLAS LIFE SCIENCES GROUP, INC.
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By:
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/s/ Angelos M. Stergiou
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Name:
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Angelos M. Stergiou, M.D., Sc.D., h.c.
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Title:
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President and Chief Executive Officer
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POWER OF ATTORNEY
We,
the undersigned officers and directors of SELLAS Life Sciences Group, Inc., hereby severally constitute and appoint Angelos M.
Stergiou and John Burns, and each of them singly, as our true and lawful attorneys, with full power to them, and to each
of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-3 filed
herewith, and any and all pre-effective and post-effective amendments to said registration statement, and any registration statement
filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, in connection with the registration under the Securities
Act of 1933, as amended, of equity securities of the Company, and to file or cause to be filed the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys, 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 connection
therewith, as fully to all intents and purposes as each of us might or could do in person, and hereby ratifying and confirming
all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power
of Attorney.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed below by the
following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Angelos M. Stergiou
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President, Chief Executive Officer and Director
(Principal Executive and Financial Officer)
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August 14, 2020
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Angelos M. Stergiou, M.D., Sc.D., h.c.
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/s/ John Burns
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Vice President, Finance and Corporate Controller
(Interim Principal Accounting Officer)
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August 14, 2020
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John Burns, C.P.A.
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/s/ Jane Wasman
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Chair of the Board of Directors
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August 14, 2020
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Jane Wasman
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/s/ David A. Scheinberg
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Director
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August 14, 2020
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David A. Scheinberg, M.D., Ph.D.
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/s/ Robert L. Van Nostrand
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Director
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August 14, 2020
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Robert L. Van Nostrand
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/s/ John Varian
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Director
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August 14, 2020
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John Varian
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EXHIBIT
LIST
Exhibit
Number
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Description
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4.1
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Form of Warrant
(incorporated by reference to an exhibit to our Current Report on Form 8-K, filed on August
4, 2020)
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5.1*
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Opinion of Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C.
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10.1
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Securities Purchase Agreement,
dated July 31, 2020, by and among the Company and the Investors (incorporated by reference
to an exhibit to our Current Report on Form 8-K, filed on August 4, 2020)
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10.2
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Registration Rights Agreement,
dated July 31, 2020, by and among the Company and the Investors (incorporated by reference
to an exhibit to our Current Report on Form 8-K, filed on August 4, 2020)
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23.1*
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Consent of Moss Adams
LLP, Independent Registered Public Accounting Firm
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23.2*
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Consent of Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C. (contained in Exhibit 5.1 hereto)
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24.1*
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Powers of Attorney (included
in the signature page of this registration statement)
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* Filed herewith.
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