Current Report Filing (8-k)
January 18 2018 - 4:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 11, 2018
SELLAS Life Sciences Group, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-33958
|
|
20-8099512
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
|
315 Madison Avenue, 4
th
Floor
New York, NY
|
|
10017
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code: (917)
438-4353
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the
Form 8-K
filing is intended to simultaneously satisfy the filing
obligations of the registrant under any of the following provisions:
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
☐
|
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
|
|
☐
|
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
|
|
☐
|
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
|
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§
240.12b-2
of this
chapter).
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 13(a) of the Exchange
Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) On January 11, 2018, SELLAS Life Sciences Group, Inc. (the Registrant)
entered into an employment agreement (the Employment Agreement) with John T. Burns. The Employment Agreement is effective as of December 30, 2017 and supersedes Mr. Burns previous severance and other employment-related
agreements with the Registrant. Pursuant to the Employment Agreement, Mr. Burns serves as the Registrants vice president, finance and corporate controller, reporting to the Registrants chief financial officer. Mr. Burns is
entitled to an initial base salary of $235,000 per year, subject to adjustment at the discretion of the Registrants board of directors. Mr. Burns is eligible to earn an annual bonus equal to up to 30% of his base salary. The amount of any
such bonus will be determined in the sole discretion of the Registrants board of directors.
The Employment Agreement also provides that, subject to
approval by the Registrants board of directors, Mr. Burns will be granted an option to purchase shares of the Registrants common stock pursuant to the Registrants 2017 Equity Incentive Plan in an amount determined by the
Registrants board of directors, and that Mr. Burns is eligible to participate in any employee benefit plans of the Registrant of general applicability to other employees of the Registrant including, without limitation, group medical,
dental, vision, disability, life insurance, and flexible spending account plans.
The Employment Agreement further provides that Mr. Burns is
eligible for reimbursement of certain reasonable relocation expenses up to $8,500 incurred in connection with Mr. Burns relocation to New York, New York.
Commencing on the
18-month
anniversary of the effective date of the Employment Agreement, if Mr. Burns both
(i) is terminated by the Registrant without cause or Mr. Burns resigns from employment for good reason, in each case as such terms are defined in the Employment Agreement, and (ii) reasonably cooperates with the Registrant in all
matters relating to the winding up of Mr. Burns pending work on behalf of the Registrant, Mr. Burns will be entitled to receive continuing severance pay at a rate equal to 100% of his base salary as then in effect for a period of
nine months from the effective date of such termination.
The foregoing description of the Employment Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
SELLAS Life Sciences Group, Inc.
|
|
|
|
Dated: January 18, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Angelos M. Stergiou, M.D., Sc.D.
|
|
|
|
|
|
|
Angelos M. Stergiou, M.D., Sc.D.
|
|
|
|
|
|
|
President and Chief Executive Officer
|