Statement of Ownership (sc 13g)
July 23 2018 - 5:25PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No.)*
Sellas Life Sciences Group, Inc.
|
(Name
of Issuer)
|
Common
Stock, $.0001 par value
|
(Title
of Class of Securities)
|
81642T100
|
(CUSIP
Number)
|
July
13, 2018
|
(Date
of Event Which Requires Filing of this Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☐
|
Rule
13d-1(b)
|
|
|
|
|
☒
|
Rule
13d-1(c)
|
|
|
|
|
☐
|
Rule
13d-1(d)
|
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No
.
|
81642T100
|
|
Page
2 of 7
|
1
|
NAME
OF REPORTING PERSONS
Altium Capital Management, LP
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2066653
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
0
|
|
6
|
SHARED
VOTING POWER
1,275,000 shares of Common Stock
1,525,000 shares of Common Stock issuable upon exercise of Pre-funded
Warrants (See Item 4) *
2,800,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
1,275,000 Common Stock
1,525,000 Preferred Stock issuable upon exercise of Pre-funded Warrants
(See Item 4)*
2,800,000 Warrants issuable upon exercise of Warrants (See Item 4)*
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,275,000 shares of Common Stock
1,525,000 shares of Common Stock issuable upon exercise of Pre-funded
Warrants (See Item4) *
2,800,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4) *
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.81%* (See Item 4) *
|
|
12
|
TYPE
OF REPORTING PERSON
IA
|
|
|
|
|
|
|
* As more fully described in Item 4, the Pre-funded Warrants are
subject to a 4.99% blocker and the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect
to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number
of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such
blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect
to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
CUSIP
No
.
|
81642T100
|
|
Page
3 of 7
|
1
|
NAME
OF REPORTING PERSONS
Altium Growth Fund, LP
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2105101
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware, United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
0
|
|
6
|
SHARED
VOTING POWER
1,275,000 shares of Common Stock
1,525,000 shares of Common Stock issuable upon exercise of Pre-funded
Warrants (See Item 4) *
2,800,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4) *
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
1,275,000 shares of Common Stock
1,525,000 shares of Common Stock issuable upon exercise of Pre-funded
Warrants (See Item 4) *
2,800,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4) *
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,275,000 shares of Common Stock
1,525,000 shares of Common Stock issuable upon exercise of Pre-funded
Warrants (See Item 4) *
2,800,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4) *
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.81% (See Item 4) *
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
* As more fully described in Item 4, the Pre-funded Warrants are
subject to a 4.99% blocker and the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect
to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number
of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such
blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect
to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
CUSIP
No
.
|
81642T100
|
|
Page
4 of 7
|
1
|
NAME
OF REPORTING PERSONS
Altium Growth GP, LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2086430
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware, United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
0
|
|
6
|
SHARED
VOTING POWER
1,275,000 shares of Common Stock
1,525,000 shares of Common Stock issuable upon exercise of Pre-funded
Warrants (See Item 4) *
2,800,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4) *
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
1,275,000 shares of Common Stock
1,525,000 shares of Common Stock issuable upon exercise of Pre-funded
Warrants (See Item 4) *
2,800,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4) *
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,275,000 shares of Common Stock
1,525,000 shares of Common Stock issuable upon exercise of Pre-funded
Warrants (See Item 4) *
2,800,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4) *
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.81% (See Item 4) *
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
* As more fully described in Item 4, the Pre-funded Warrants are
subject to a 4.99% blocker and the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect
to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number
of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such
blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect
to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
CUSIP
No
.
|
81642T100
|
|
Page
5 of 7
|
Item
1(a).
|
|
Name
of Issuer:
|
Sellas Life Sciences Group, Inc (the “Issuer”)
|
|
|
|
|
|
Item
1(b).
|
|
Address of Issuer’s Principal Executive Offices:
|
2000 Crow
Canyon Place, Suite 380
San Ramon, CA 94583
|
|
|
|
Item
2(a).
|
|
Name
of Person Filing:
This statement is jointly filed by and on behalf of each of Altium
Growth Fund, LP, Altium Capital Management, LP, and Altium Growth GP, LLC. Altium Growth Fund, LP is the record and direct beneficial
owner of the securities covered by this statement. Altium Capital Management, LP is the investment adviser of, and may be deemed
to beneficially own securities, owned by, Altium Growth Fund, LP. Altium Growth GP, LLC is the general partner of, and may be deemed
to beneficially own securities owned by, Altium Growth Fund, LP.
Each reporting person declares that neither the filing of this statement
nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act
or any other purpose, the beneficial owner of any securities covered by this statement.
Each of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities
of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing
of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d)
or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a
partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of
the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to
the Issuer or any securities of the Issuer.
|
|
|
|
Item
2(b).
|
|
Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the reporting persons is 551 Fifth Ave, FL 19 New
York, NY 10176
|
|
|
|
Item
2(c).
|
|
Citizenship:
|
|
|
See Item 4 on the cover page(s) hereto.
|
|
|
|
Item
2(d).
|
|
Title
of Class of Securities:
|
|
|
Common Stock
|
|
|
|
Item
2(e).
|
|
CUSIP
Number: 81642T100
|
|
|
|
Item
3.
|
If
This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
|
|
(a)
|
☐
|
Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
|
|
(b)
|
☐
|
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(c)
|
☐
|
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(d)
|
☐
|
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
|
|
|
(e)
|
☐
|
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
CUSIP
No
.
|
81642T100
|
|
Page
6 of 7
|
|
(f)
|
☐
|
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
(g)
|
☐
|
A
parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
|
|
|
|
|
|
(h)
|
☐
|
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
|
|
(i)
|
☐
|
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act (15 U.S.C. 80a-3);
|
|
|
|
|
|
(j)
|
☐
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
|
|
|
Item
4.
|
Ownership.
|
|
|
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
|
|
|
|
|
|
The information as of the date of the event which requires filing
of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person
hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of
the cover page for each Reporting Person is based on 12,999,377 shares of Common Stock issued and outstanding as of July 12, 2018,
as represented in the Company’s Prospectus Supplement on Form 424(b)(4) filed with the Securities and Exchange Commission
on July 13, 2018, and assumes the exercise of the Company's reported warrants (the "
Reported Warrants
") and the
exercise of the Company's reported pre-funded warrants (the "
Reported Pre-funded Warrants
"), subject to the Blockers
(as defined below)
Pursuant to the terms of (i) Reported Pre-funded Warrants, the Reporting Persons cannot exercise the Reported Pre-funded Warrants
to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares
of Common Stock (the "Pre-funded Warrant Blockers") and (ii) the Reported Warrants, the Reporting Persons cannot exercise
the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the
outstanding shares of Common Stock (the "Warrant Blockers" and collectively with the Pre-funded Warrant Blockers, the
"Blockers"), and the percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blockers.
Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise
all of the Reported Pre-funded Warrants or any of the Reported Warrants due to the Blockers.
CUSIP
No
.
|
81642T100
|
|
Page
7 of 7
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
|
|
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐
|
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
|
Not
applicable
|
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person.
|
|
Not
applicable
|
|
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
|
Not
applicable
|
|
|
Item
9.
|
Notice
of Dissolution of Group.
|
|
Not
applicable
|
|
|
Item
10.
|
Certification.
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
Dated:
|
July
23, 2018
|
|
|
|
Altium Capital
Management, LP
|
|
|
|
By:
|
/s/ Jacob Gottlieb
|
|
Name:
|
Jacob Gottlieb
|
|
Title:
|
CEO
|
|
|
|
|
Altium Growth
Fund, LP
|
|
|
|
|
By:
|
Altium Growth GP, LLC
|
|
Its:
|
General Partner
|
|
|
|
|
Signature:
|
/s/
Jacob Gottlieb
|
|
Name:
|
Jacob Gottlieb
|
|
Title:
|
CEO
|
|
|
|
|
|
|
|
Altium
Growth GP, LLC
|
|
|
|
By:
|
/s/ Jacob Gottlieb
|
|
Name:
|
Jacob Gottlieb
|
|
Title:
|
CEO
|
|
|
|
|
|
SELLAS Life Sciences (NASDAQ:SLS)
Historical Stock Chart
From Aug 2024 to Sep 2024
SELLAS Life Sciences (NASDAQ:SLS)
Historical Stock Chart
From Sep 2023 to Sep 2024