Form 8-K - Current report

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): March 6, 2024

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 or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

	7 Times Square, Suite 2503 New York, NY 10036
	(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (646) 200-5278

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	SLS	The Nasdaq Stock Market LLC

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.

On March 6, 2024, Barbara A. Wood, Executive Vice President, General Counsel and Corporate Secretary of SELLAS Life Sciences Group, Inc. (the “Company”), was terminated without cause, effective April 15, 2024. The Company expects to enter into a separation agreement and release of claims with Ms. Wood, the terms of which will be disclosed once available.

In addition, on March 6, 2024, Robert Francomano, Senior Vice President and Chief Commercial Officer of the Company, was terminated without cause, effective March 31, 2024. The Company expects to enter into a separation agreement and release of claims with Mr. Francomano, the terms of which will be disclosed once available.

Item 8.01

Other Events.

On March 8, 2024, the Company issued a press release (the “Press Release”) announcing executive leadership reorganization and prioritization of commercialization partnerships. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release dated March 8, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: March 8, 2024	By:		/s/ John T. Burns
		Name:	John T. Burns
		Title:	Senior Vice President, Chief Financial Officer

Exhibit 99.1

NEWS RELEASE

SELLAS Announces Executive Leadership Reorganization and Prioritization of Commercialization Partnerships

3/8/2024

NEW YORK, March 08, 2024 (GLOBE NEWSWIRE) -- SELLAS Life Sciences Group, Inc. (NASDAQ: SLS) (“SELLAS’’ or the “Company”), a late-stage clinical biopharmaceutical company focused on the development of novel therapies for a broad range of cancer indications, today announced that it has streamlined its executive leadership to further focus on advancing the Company’s clinical programs while optimizing resource allocation. As part of this effort, Senior Vice President, Chief Commercial Officer, Robert Francomano and Executive Vice President, General Counsel and Corporate Secretary, Barbara Wood, will be departing the Company.

“As part of our efforts to rapidly advance our clinical pipeline, we continue to streamline our operations to effectively and efficiently deliver on our key business objectives,” said Angelos Stergiou, MD, ScD h.c., President and Chief Executive Officer of SELLAS. “As I mentioned on the January shareholder call, our focus remains on shareholder value through the development of our assets and tight financial stewardship and exploration of commercial partnerships with the assistance of Stifel Financial Corp. I am confident that SELLAS has the right leadership in place to drive forward all of our clinical programs and I look forward to upcoming interim analysis of the Phase 3 REGAL trial of GPS in AML and reporting topline data from our Phase 2a SLS009 r/r AML trial this quarter and additional data in the second quarter, and topline data from the Phase 1b/2 study of SLS009 in PTCL in the second quarter. Additionally, we made significant strides in commercial market access, pricing strategies, and reimbursement initiatives positioning SELLAS for continued success in the Phase 3 REGAL trial of GPS and its potential as a new treatment for AML patients.”

Dr. Stergiou continued: “I would like to thank Robert and Barbara for their leadership, dedication, and unwavering contributions to help bring SELLAS to this point of development. I wish them the very best in their future endeavors.”

In line with the Company’s commitment to maintaining operational excellence, SELLAS is engaging the expertise of a seasoned commercial consultant with a proven track record of success, including launching Venetoclax. Stacy Yeung, recently promoted to Vice President, Associate General Counsel, and Head of Compliance, with 20 years of relevant experience will lead the Company’s legal and compliance functions.

About SELLAS Life Sciences Group, Inc.

SELLAS is a late-stage clinical biopharmaceutical company focused on the development of novel therapeutics for a broad range of cancer indications. SELLAS’ lead product candidate, GPS, is licensed from Memorial Sloan Kettering Cancer Center and targets the WT1 protein, which is present in an array of tumor types. GPS has potential as a monotherapy and combination with other therapies to address a broad spectrum of hematologic malignancies and solid tumor indications. The Company is also developing SLS009 (formerly GFH009), a small molecule, highly selective CDK9 inhibitor, which is licensed from GenFleet Therapeutics (Shanghai), Inc., for all therapeutic and diagnostic uses in the world outside of Greater China. For more information on SELLAS, please visit www.sellaslifesciences.com.

Forward-Looking Statements

This press release contains forward-looking statements. All statements other than statements of historical facts are “forward-looking statements,” including those relating to future events. In some cases, forward-looking statements can be identified by terminology such as “plan,” “expect,” “anticipate,” “may,” “might,” “will,” “should,” “project,” “believe,” “estimate,” “predict,” “potential,” “intend,” or “continue” and other words or terms of similar meaning. These statements include, without limitation, statements related to the GPS clinical development program and the timing for achievement of milestones. These forward-looking statements are based on current plans, objectives, estimates, expectations and intentions, and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties with oncology product development and clinical success thereof, the uncertainty of regulatory approval, and other risks and uncertainties affecting SELLAS and its development programs as set forth under the caption “Risk Factors” in SELLAS’ Annual Report on Form 10-K filed on March 16, 2023 and in its other SEC filings. Other risks and uncertainties of which SELLAS is not currently aware may also affect SELLAS’ forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements herein are made only as of the date hereof. SELLAS undertakes no obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.

Investor Contact

Bruce Mackle

Managing Director

LifeSci Advisors, LLC

SELLAS@lifesciadvisors.com

Source: SELLAS Life Sciences Group, Inc.

Cover	Mar. 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 06, 2024
Entity File Number	001-33958
Entity Registrant Name	SELLAS Life Sciences Group, Inc.
Entity Central Index Key	0001390478
Entity Tax Identification Number	20-8099512
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	7 Times Square
Entity Address, Address Line Two	Suite 2503
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	646
Local Phone Number	200-5278
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	SLS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false