SLS SELLAS Life Sciences Group Inc

 

As filed with the Securities and Exchange Commission on January 19, 2024

 

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		20-8099512
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

7 Times Square, Suite 2503
New York, NY 10036

(Address of Principal Executive Offices) (Zip Code)

 

 

SELLAS Life Sciences Group, Inc. 2023 Amended And Restated Equity Incentive Plan

(Full title of the plan)

 

 

Angelos M. Stergiou, M.D., ScD h.c.

President and Chief Executive Officer

SELLAS Life Sciences Group, Inc.

7 Times Square, Suite 2503

New York, NY 10036

Telephone: (917) 438-4353

(Name and address of agent for service)

(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.

919 Third Avenue, New York, NY 10022 (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	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		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.

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 registers 3,000,000 additional shares of common stock, par value $0.0001 per share (“Common Stock”), for issuance under the SELLAS Life Sciences Group, Inc. 2023 Amended and Restated Equity Incentive Plan (the “Plan”), representing an increase of 3,000,000 shares reserved under the Plan, as approved by the Registrant’s stockholders at the Registrant’s annual meeting of stockholders on June 20, 2023.

 

This Registration Statement registers additional securities of the same class as other securities for which the registration statement filed on Form S-8 (File Nos. 333-237168, 333-258799, 333-264899 and 333-270608) of the Registrant is 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), August 13, 2021 (File No. 333-258799), May 12, 2022 (File No. 333-264899) and March 16, 2023 (File No. 333-270608) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.

 

Item 8. Exhibits.

 

Exhibit Number		Exhibit Description		Filed Herewith		Incorporated by Reference herein from Form or Schedule		Filing Date		SEC File/ Reg. Number
3.1		Composite Amended and Restated Certificate of Incorporation of the Registrant (formerly, Galena Biopharma, Inc.), amended as of December 27, 2017				Form 10-K (Exhibit 3.1)		April 13, 2018		001-33958
3.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation				Form 10-K (Exhibit 3.3)		March 23, 2021		001-33958
3.3		Amended and Restated By-Laws of the Registrant				Form 8-K (Exhibit 3.3)		January 5, 2018		001-33958
4.1		Form of Common Stock Certificate.				Form 10-K (Exhibit 4.1)		April 13, 2018		001-33958
5.1		Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.		X
23.1		Consent of Moss Adams LLP, independent registered public accounting firm.		X
23.2		Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1)		X
24.1		Power of Attorney (included on the signature page hereof)		X
99.1+		SELLAS Life Sciences Group, Inc. 2023 Amended and Restated Equity Incentive Plan				Form 10-Q (Exhibit 10.1)		August 10, 2023		001-33958
107		Filing Fee Table		X

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, 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 January 19, 2024.

 

	SELLAS Life Sciences Group, Inc.
	By:	/s/ Angelos M. Stergiou, M.D., ScD h.c.
	Angelos M. Stergiou, M.D., ScD h.c.
	President and Chief Executive Officer

 

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		Title		Date
/s/ Angelos M. Stergiou, M.D., ScD h.c.		President, Chief Executive Officer and Director (Principal Executive Officer)		January 19, 2024
Angelos M. Stergiou, M.D., ScD h.c.
/s/ John T. Burns		Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)		January 19, 2024
John T. Burns
/s/ Jane Wasman		Chair of the Board of Directors		January 19, 2024
Jane Wasman
/s/ David Scheinberg, M.D., PhD.		Director		January 19, 2024
David Scheinberg, M.D., PhD.
/s/ Robert Van Nostrand		Director		January 19, 2024
Robert Van Nostrand
/s/ John Varian		Director		January 19, 2024
John Varian
/s/ Katherine Kalin		Director		January 19, 2024
Katherine Kalin

 

 

 

Exhibit 5.1

 

919 Third Avenue New York, NY 10022 212 935 3000 mintz.com

 

January 19, 2024

 

SELLAS Life Sciences Group, Inc.

7 Times Square, Suite 2503

New York, New York 10036

 

Re:

Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as legal counsel to SELLAS Life Sciences Group, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”), pursuant to which the Company is registering the issuance under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 3,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), that may be issued pursuant to the Company’s 2023 Amended and Restated Equity Incentive Plan (the “Plan”). This opinion is being rendered in connection with the filing of the Registration Statement with the Commission. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.

 

In connection with this opinion, we have examined the Company’s Amended and Restated Certificate of Incorporation and the Company’s Amended and Restated Bylaws, each as currently in effect; such other records of the corporate proceedings of the Company as we have deemed relevant; and the Registration Statement and the exhibits thereto.

 

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such copies, and the truth and correctness of any representations and warranties contained therein. In addition, we have assumed that the Company will receive any required consideration in accordance with the terms of the Plan.

 

Boston      Los Angeles      New York      San Diego      San Francisco      toronto       Washington

MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

 

 

MINTZ

 

January 19, 2024

Page 2

 

Our opinion expressed herein is limited to the General Corporation Law of the State of Delaware and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.

 

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

 

Based upon the foregoing, we are of the opinion that the Shares, when issued and delivered in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

 

We understand that you wish to file this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and we hereby consent thereto. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

 

	Very truly yours,
	/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
	Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of SELLAS Life Sciences Group, Inc. (the “Company”), of our report dated March 16, 2023, relating to the consolidated financial statements of the Company (which report expresses an unqualified opinion and includes an explanatory paragraph relating to a going concern emphasis), appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

 

/s/ Moss Adams LLP

 

Campbell, California

January 19, 2024

 

 

Exhibit 107

Calculation of Filing Fee Table

 

Form S-8

(Form Type)

 

SELLAS Life Sciences Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered

 

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		Common stock, par value $0.0001 per share		457(c) and 457(h)			3,000,000	(1)		$	0.52415	(2)		$	1,572,450.00			$	0.00014760			$	232.09
Total Offering Amount														$	1,572,450.00							$	232.09
Total Fees Previously Paid																							-
Total Fee Offsets																							-
Net Fee Due																						$	232.09

 

(1)

The number of shares of common stock, par value $0.0001 per share (“common stock”), of SELLAS Life Sciences Group, Inc. (the “Registrant”) stated above consists of additional shares of common stock available for issuance under the 2023 Amended and Restated Equity Incentive Plan (the “Plan”), as approved by the Registrant’s stockholders at the Registrant’s annual meeting of stockholders on June 20, 2023. The maximum number of shares which may be sold upon the exercise of options or issuance of stock-based awards granted under the Plan is subject to adjustment in accordance with certain anti-dilution and other provisions of the Plan. Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation of any such anti-dilution and other provisions.

 

(2)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The offering price per share and the aggregate offering price for shares reserved for future grant or issuance under the Plan are based on the average of the high and the low price of Registrant’s common stock as reported on The Nasdaq Capital Market as of a date (January 16, 2024) within five business days prior to filing this Registration Statement.

 

 

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