Item 1.01.
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Entry into a Material Definitive Agreement.
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Warrant Exchange Agreements
On February 6, 2018, SELLAS Life Sciences Group, Inc., a Delaware corporation (the Company), and CVI Investments, Inc.
(CVI) entered into a Warrant Exchange Agreement (the CVI Agreement). The Company had previously issued to CVI a warrant to purchase 99,333 shares (on a post-reverse split basis) (the CVI Warrant) of its
common stock, par value $0.0001 per share (the Common Stock) pursuant to the registered offering described in the Companys prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) under the Securities
Act of 1933 on February 9, 2017 (the 2017 Offering and the warrants issued in such offering, the 2017 Warrants). Pursuant to the CVI Agreement, in exchange for CVIs agreement to surrender the CVI Warrant for
cancellation, the Company agreed to issue to CVI a number of shares of Common Stock equal to the quotient resulting from dividing $232,440 by the closing sale price of the Common Stock on the first completed trading day following the first public
announcement by the Company of the material terms and conditions of a Company financing transaction. The CVI Agreement also provides that if, during the 90 days following the date of the CVI Agreement, the Company enters into an agreement
regarding the exchange of other warrants issued in the 2017 Offering with a share exchange ratio more favorable than the ratio of the number of shares of Common Stock issued in exchange for the CVI Warrant, then CVI will be entitled to receive such
number of additional shares of Common Stock as would have been issued under the CVI Agreement is such more favorable exchange ratio had been applicable. Further, the CVI Agreement provides that during the 30-day period following the closing of
the exchange, CVI will not sell in open market transactions more than 2% of the daily trading volume of Common Stock on any one trading day. If the closing of the exchange contemplated by the CVI Agreement does not occur by February 28, 2018,
the agreement will terminate.
On February 7, 2018, the Company entered into a Warrant Exchange Agreement (the Anson
Agreement) with Anson Investments Master Fund LP (Anson Investments). The Company previously issued to Anson Investments a warrant to purchase 30,000 shares (on a post-reverse split basis) of Common Stock (the Anson
Warrant) in the 2017 Offering. Pursuant to the Anson Agreement, on February 8, 2018, the Company issued to Anson Investments 12,536 shares of Common Stock in exchange for the surrender and cancellation of the Anson Warrant.
On February 9, 2018, the Company entered into a Warrant Exchange Agreement (the Sabby Agreement) with Sabby Healthcare Master Fund
Ltd. and Sabby Volatility Warrant Master Fund Ltd (collectively, Sabby). The Company had previously issued to Sabby warrants to purchase an aggregate of 83,333 shares (on a post-reverse split basis) of Common Stock (the Sabby
Warrants) pursuant to the 2017 Offering. Pursuant to the Sabby Agreement, in exchange for the surrender and cancellation of the Sabby Warrants, the Company will issue to Sabby a number of shares of Common Stock determined by dividing
$195,000 by the closing sale price of the Common Stock on the date of the closing date of the exchange. Such closing is expected to occur on or before February 13, 2018, and the Sabby Agreement will terminate if such closing does not occur by
such date. The Sabby Agreement also provides that during the 30-trading day period following the closing of the exchange, Sabby will not sell in open market transactions more than 2% of the daily trading volume of Common Stock on any one
trading day. Further, the Sabby Agreement provides that if the Company enters into an agreement with a holder of the 2017 Warrants that provides for the exchange of such warrants on terms more favorable than those contained in the Sabby Agreement,
as determined in the reasonable discretion of Sabby, then the Company will provide written notice to Sabby and the Sabby Agreement will be deemed to have been modified in an economically and legally equivalent manner such that Sabby would receive
such more favorable terms, unless Sabby elects not to accept such terms. For purposes of determining whether terms are more favorable than the terms contained in the Sabby Agreement, an exchange ratio that is based upon 100% of the then market
price of the Common Stock, even if less than the price applicable to the exchange of the Sabby Warrants, is not more favorable than the terms of the Sabby Agreement.
Also on February 9, 2018, the Company entered into a Warrant Exchange Agreement (the Hudson Bay Agreement) with Hudson Bay Master
Fund Ltd (Hudson Bay). The Company had previously issued to Hudson Bay a warrant to purchase an aggregate of 146,666 shares (on a post-reverse split basis) of Common Stock (the Hudson Bay Warrant) pursuant to the 2017
Offering. Pursuant to the Hudson Bay Agreement, in exchange for the surrender and cancellation of the Hudson Bay Warrant, the Company issued to Hudson Bay a convertible
promissory note in the principal amount of $343,200 (the Hudson Bay Note). The Hudson Bay Agreement also provides that provides that if the Company enters into an agreement with
a holder of the 2017 Warrants that provides for the exchange of such warrants on terms more favorable than those contained in the Hudson Bay Agreement, including without limitation, with respect to ratio of any cash paid, or principal amount of
notes or value of Common Stock paid in exchange for such warrants, then the Company is to provide notice to Hudson Bay within one trading day of such agreement and the terms of the Hudson Bay Agreement will be deemed to have been modified in an
economically and legally equivalent manner such that Hudson Bay would receive the benefit of such more favorable terms, unless Hudson Bay elects not to accept such terms by a notice delivered to the Company within 10 trading days.
The Hudson Bay Note accrues interest on the outstanding principal amount at a rate of 5% per annum and the entire principal and accrued
interest is due and payable on August 9, 2018. The interest rate increases to 18% per annum during a period in which there is an event of default under the Hudson Bay Note. The holder has the right, from time to time after
April 30, 2018, to convert the outstanding principal and accrued interest into shares of Common Stock at a conversion price equal to $7.00 per share (subject to adjustments for stock splits, combinations and the like) (the Conversion
Price), provided that Hudson Bay may not affect any such conversions to the extent it would beneficially own in excess of 9.99% of the Companys outstanding Common Stock. At and any time after an event of default has occurred
(whether or not the Company has cured such default), Hudson Bay may elect to convert the outstanding principal and accrued interest into shares of Common Stock at an alternate conversion price equal to the lower of (i) the Conversion Price then in
effect at the time of such conversion, or (ii) 70% of the lowest volume-weighted average price of the Common Stock on a trading day during the 10-trading period prior to such conversion. For purposes of the Hudson Bay Note, an event of
default is deemed to have occurred upon (A) the suspension of trading of the Common Stock on the Nasdaq Capital Market for a period of five consecutive trading days, (B) the Companys failure to timely deliver shares of Common Stock upon
a conversion within five trading days of the applicable conversion date or upon the Companys notice that it does not intend to comply a request by Hudson Bay to convert, (C) the Companys or any of its subsidiaries failure to timely
pay any amount due under the Hudson Bay Note or the Hudson Bay Agreement, (D) the Companys bankruptcy, insolvency, liquidation, or similar proceeding, or (E) a breach by the Company of any representation, warranty or covenant contained in the
Hudson Bay Note or the Hudson Bay Agreement that remains uncured for a period of three consecutive trading days.
The Companys entry
into each of the CVI Agreement, Anson Agreement, Sabby Agreement and Hudson Bay Agreement was the result of separate private negotiations between the Company and each of CVI, Anson Investments, Sabby and Hudson Bay, respectively.
The foregoing descriptions of the CVI Agreement, Anson Agreement, Sabby Agreement, Hudson Bay Agreement and Hudson Bay Note do not purport to
be complete descriptions of all terms and conditions contained therein and are qualified in their entirety by reference to the full text of such documents. The Company will file complete copies of the CVI Agreement, Anson Agreement, Sabby Agreement,
Hudson Bay Agreement and Hudson Bay Note with its Annual Report on Form 10-K for the year ended December 31, 2017, or by amendment to this Form 8-K.