SELLAS Announces Pricing of $6.5 Million Registered Direct Offering Priced At-The-Market
January 09 2020 - 9:00AM
SELLAS Life Sciences Group, Inc. (Nasdaq: SLS) (“SELLAS” or the
“Company”), a late-stage clinical biopharmaceutical company focused
on the development of novel cancer immunotherapies for a broad
range of cancer indications, today announced that it has entered
into a securities purchase agreement with institutional investors
to purchase approximately $6.5 million of its common shares (or
pre-funded warrants to purchase common shares in lieu
thereof) in a registered direct offering priced at-the-market
under Nasdaq rules and warrants to purchase common shares in
a concurrent private placement. The combined purchase price for one
common share (or pre-funded warrants to purchase common shares in
lieu thereof) and a warrant to purchase 0.5 common shares will be
$3.9825.
Under the terms of the securities purchase agreement, SELLAS has
agreed to sell 1,637,800 common shares (or pre-funded warrants to
purchase common shares in lieu thereof). In a private
placement, which will be consummated concurrently with the
Offering, SELLAS also has agreed to issue warrants to purchase up
to an aggregate of 818,900 common shares. The warrants will
be immediately exercisable, will expire 5.5 years from the date of
issuance and will have an exercise price of $3.93 per common
share.
The gross proceeds to the Company from the registered direct
offering and concurrent private placement is expected to be
approximately $6.5 million before deducting the placement agents'
fees and other estimated offering expenses. The registered direct
offering and concurrent private placement is expected to close on
or about January 13, 2020, subject to the satisfaction of customary
closing conditions.
Maxim Group LLC is acting as the sole placement agent in
connection with the offering.
The common shares are being offered pursuant to a shelf
registration statement on Form S-3 (File No. 333-233869)
previously filed and declared effective by the Securities and
Exchange Commission (SEC). The warrants issued in the concurrent
private placement and shares issuable upon exercise of such
warrants were offered in a private placement under Section 4(a)(2)
of the Securities Act of 1933, as amended (the “Act”), and
Regulation D promulgated thereunder and have not been registered
under the Act or applicable state securities law.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor will there be any sales of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction. A
prospectus supplement relating to the shares of common stock will
be filed by SELLAS with the SEC. When available, copies of the
prospectus supplement relating to the registered direct offering,
together with the accompanying prospectus, can be obtained at the
SEC's website at www.sec.gov or from Maxim Group LLC, 405
Lexington Avenue, New York, NY 10174, Attention: Syndicate
Department, or via email at syndicate@maximgrp.com or telephone at
(212) 895-3745.
About SELLAS Life Sciences Group, Inc.
SELLAS is a late-stage clinical biopharmaceutical company
focused on novel cancer immunotherapeutics for a broad range of
cancer indications. SELLAS’ lead product candidate, galinpepimut-S
(GPS), is licensed from Memorial Sloan Kettering Cancer Center and
targets the Wilms Tumor 1 (WT1) protein, which is present in an
array of tumor types. GPS has potential as a monotherapy or in
combination to address a broad spectrum of hematologic malignancies
and solid tumor indications. SELLAS’ second product candidate,
nelipepimut-S (NPS), is a HER2-directed cancer immunotherapy with
potential for the treatment of patients with early stage breast
cancer with low to intermediate HER2 expression, otherwise known as
HER2 1+ or 2+, which includes triple negative breast cancer
patients, following standard of care.
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 our ability to close the offering
and the gross proceeds from the offering. 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 set forth under the caption “Risk Factors” in SELLAS’
Annual Report on Form 10-K filed on March 22, 2019 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 ContactsWill O’ConnorStern Investor
Relations, Inc.212-362-1200ir@sellaslife.com
Investor RelationsSELLAS Life Sciences Group,
Inc.917-438-4353info@sellaslife.com
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