Securities Registration: Employee Benefit Plan (s-8)
May 12 2022 - 05:17PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on May 12, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
7 Times Square, Suite 2503,
New York, NY 10036
(Address, including zip code, of registrant’s
principal executive offices)
SELLAS Life Sciences Group, Inc. 2019 Equity
Incentive Plan
(Full Title of the Plan)
Angelos M. Stergiou, M.D., Sc.D. h.c.
President and Chief Executive Officer
SELLAS Life Sciences Group, Inc.
7 Times Square, Suite 2503, New York, NY 10036
Telephone: (646) 200-5278
(Name, address, 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, NY 10017 (212) 935-3000
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.
Large accelerated filer |
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¨ |
Accelerated filer |
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¨ |
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Non-accelerated filer |
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x |
Smaller reporting company |
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x |
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Emerging growth company |
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¨ |
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. ¨
EXPLANATORY NOTE
This registration statement registers an aggregate
of 794,782 additional shares of common stock, par value $0.0001 per share (“common stock”), of SELLAS Life Sciences Group,
Inc. (the “Registrant”) reserved under the 2019 Equity Incentive Plan (the “Plan”), representing an increase of
794,782 shares reserved under the Plan effective January 1, 2022 by operation of the Plan’s “evergreen” provision. This
registration statement registers additional securities of the same class as other securities for which registration statements filed on
Form S-8 (File Nos. 333-237168 and 333-258799) relating to an employee benefit plan are effective. The information contained in the Registrant’s
registration statements on Form S-8 filed with the Securities and Exchange Commission on March 13, 2020 (File No. 333-237168) and August
13, 2021 (File No. 333-258799) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit
Number |
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Exhibit Description |
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Filed
Herewith |
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Incorporated by
Reference herein from
Form or Schedule |
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Filing Date |
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SEC File/
Reg.
Number |
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3.1 |
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Composite Amended and Restated Certificate of Incorporation of the Registrant (formerly, Galena Biopharma, Inc.), amended as of December 27, 2017 |
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Form 10-K
(Exhibit 3.1) |
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April 13, 2018 |
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001-33958 |
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3.2 |
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation |
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Form 10-K
(Exhibit 3.3) |
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March 23, 2021 |
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001-33958 |
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3.3 |
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Amended and Restated Bylaws of the Registrant |
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Form 8-K
(Exhibit 3.3) |
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January 5, 2018 |
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001-33958 |
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4.1 |
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Form of Common Stock Certificate. |
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Form 10-K
(Exhibit 4.1) |
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April 13, 2018 |
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001-33958 |
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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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X |
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23.1 |
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Consent of Moss Adams LLP, independent registered public accounting firm. |
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X |
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23.2 |
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Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1) |
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X |
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24.1 |
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Power of Attorney (included on the signature page hereof) |
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X |
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99.1+ |
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SELLAS Life Sciences Group, Inc. 2019 Equity Incentive Plan |
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Form S-8
(Exhibit 99.1) |
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March 13, 2020 |
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333-237168 |
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99.2+ |
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Form of Stock Option Grant Notice and Option Agreement under the 2019 Equity Incentive Plan of the Registrant |
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Form 10-K
(Exhibit 10.48) |
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March 13, 2020 |
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001-33958 |
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99.3+ |
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Form of Restricted Stock Unit Award Grant Notice and Agreement under the 2019 Equity Incentive Plan |
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Form 10-K
(Exhibit 10.49) |
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March 13, 2020 |
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001-33958 |
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107 |
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Filing Fee Table |
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X |
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+ Denotes management contract or compensatory
plan or arrangement.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and 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 May 12, 2022.
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SELLAS LIFE SCIENCES GROUP, INC. |
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By: |
/s/ Angelos M. Stergiou |
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Angelos M. Stergiou, M.D., ScD h.c. |
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President and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature
appears below constitutes and appoints each of Angelos M. Stergiou and Barbara A. Wood, acting
alone or together with another attorney-in-fact, as his true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments
(including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, 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 and about the premises,
as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements
of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and
on the date 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 Officer and Principal Financial Officer) |
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May 12, 2022 |
Angelos M. Stergiou, M.D., ScD h.c. |
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/s/ John T. Burns |
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Senior Vice President, Finance and Chief Accounting
Officer
(Principal Accounting Officer) |
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May 12, 2022 |
John T. Burns, CPA |
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/s/ Jane Wasman |
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Chair of the Board of Directors |
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May 12, 2022 |
Jane Wasman |
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/s/ David Scheinberg |
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Director |
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May 12, 2022 |
David Scheinberg, M.D., PhD. |
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/s/ Robert Van Nostrand |
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Director |
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May 12, 2022 |
Robert Van Nostrand |
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/s/ John Varian |
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Director |
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May 12, 2022 |
John Varian |
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