We are
offering 1,189,000 shares of our common stock, par value $0.0001 per share (the “Common Stock”). We are also
offering to certain purchasers pre-funded warrants to purchase 448,800 shares of Common Stock, in lieu of shares of Common
Stock. In a concurrent private placement, we are also selling to purchasers of our Common Stock and pre-funded warrants in
this offering, warrants to purchase 818,900 shares of our Common Stock (the “Warrants”). The Warrants are exercisable immediately and will expire five and
one-half years from the date of issuance. Each pre-funded warrant
is exercisable for one share of our Common Stock. The purchase price of each pre-funded warrant is equal to the price at
which a share of Common Stock is sold to the public in this offering, minus $0.01, and the exercise price of each pre-funded
warrant is $0.01 per share. The pre-funded warrants are immediately exercisable and may be exercised at any time until all of
the pre-funded warrants are exercised in full. This offering also relates to the shares of Common Stock issuable upon
exercise of the pre-funded warrants sold in this offering. The Warrants and the shares of our Common Stock issuable upon the exercise of the
Warrants are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), are not
being offered pursuant to this prospectus supplement and the accompanying prospectus and are being offered pursuant to the
exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.
Our Common Stock is
listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “SLS.” The last reported sale price of our Common
Stock on January 8, 2020 was $3.92 per share.
You should read this
prospectus supplement and the accompanying prospectus and the documents incorporated by reference in this prospectus supplement
carefully before you invest.
As of January 8, 2020,
the aggregate market value of our outstanding Common Stock held by non-affiliates was approximately $31,600,876, based on 5,073,305
shares of outstanding Common Stock, of which 5,064,243 shares were held by non-affiliates, and a per share price of $6.24, which
was the last reported sale price of our Common Stock on The Nasdaq Capital Market on November 13, 2019. We have offered and sold
$2,997,587 worth of our securities pursuant to General Instruction I.B.6. of Form S-3 during the prior 12 calendar month period
that ends on and includes the date of this prospectus supplement.
We have retained
Maxim Group LLC to act as our exclusive placement agent in connection with this offering. The placement agent has agreed to
use its reasonable best efforts to place the securities offered by this prospectus supplement. We have agreed to pay the
placement agent the fee set forth in the table below.
Delivery of the shares
of our Common Stock and pre-funded warrants being offered pursuant to this prospectus supplement and the accompanying prospectus
is expected to be made on or about January 13, 2020.
WHERE
YOU CAN FIND MORE INFORMATION
We file annual, quarterly and other periodic
reports, proxy statements and other information with the SEC. You can read our SEC filings over the Internet at the SEC’s
website at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities
at 100 F Street NE, Washington, D.C. 20549. You may also obtain copies of these documents at prescribed rates by writing to the
Public Reference Section of the SEC at 100 F Street NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference facilities.
Our Internet address is www.sellaslife.com.
There we make available free of charge, on or through the investor relations section of our website, annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after
we electronically file such material with the SEC. The information found on our website is not part of this prospectus supplement
or the accompanying prospectus.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
We are “incorporating by reference”
specific documents that we file with the SEC, which means that we can disclose important information to you by referring you to
those documents that are considered part of this prospectus supplement and the accompanying prospectus. Information that we file
subsequently with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed
below, and any documents that we file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date
of this prospectus supplement until the termination of the offering of all of the securities registered pursuant to the registration
statement of which the accompanying prospectus is a part (excluding any portions of such documents that have been “furnished”
but not “filed” for purposes of the Exchange Act):
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our Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019, filed on May 15, 2019, August 14, 2019 and November
14, 2019, respectively;
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our Current Reports on Form 8-K,
filed with the SEC on January
7, 2019, February
26, 2019, March
6, 2019, May 31,
2019, June 18,
2019, July 2,
2019, July 9,
2019, July 15,
2019, July 18,
2019, September 10,
2019, October 31,
2019, November 6,
2019, November 25,
2019, January 7,
2020 and January 9, 2020 (except for the information furnished under Items 2.02 or 7.01 and the
exhibits
furnished
thereto); and
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You may request, and we will provide you
with, a copy of these filings, at no cost, by calling us at (917) 438-4353 or by writing to us at the following address:
SELLAS Life Sciences Group, Inc.
Attention: Corporate Secretary,
15 West 38th Street,
10th Floor
New York, New York 10018
Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this prospectus supplement and the accompanying prospectus to the extent that a statement contained herein or therein, in any
other subsequently filed document that also is or is deemed to be incorporated by reference herein and in any accompanying prospectus
supplement, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified
and superseded, to constitute a part of this prospectus supplement.
Any statement made in this prospectus
supplement and the accompanying prospectus concerning the contents of any contract, agreement or other document is only a summary
of the actual contract, agreement or other document. If we have filed or incorporated by reference any contract, agreement or
other document as an exhibit to the registration statement, you should read the exhibit for a more complete understanding of the
document or matter involved. Each statement regarding a contract, agreement or other document is qualified by reference to the
actual document.
PROSPECTUS
$50,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
From time to time, we
may offer and sell up to an aggregate amount of $50,000,000 of any combination of the securities described in this prospectus in
one or more offerings. We may also offer such securities as may be issuable upon conversion, redemption, repurchase, exchange or
exercise of any securities registered hereunder, including any applicable anti-dilution provisions.
This prospectus provides
a general description of the securities we may offer. Each time we sell securities pursuant to this prospectus, we will provide
the specific terms of these offerings in one or more supplements to this prospectus. We may also authorize one or more free writing
prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus
may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable
prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before buying
any of the securities being offered.
This prospectus may not
be used to consummate a sale of securities unless it is accompanied by the applicable prospectus supplement.
Our common stock is
traded on the Nasdaq Capital Market under the symbol “SLS.” On October 3, 2019, the closing price of our common stock,
as reported on the Nasdaq Capital Market, was $0.12 per share. The applicable prospectus supplement will contain information,
where applicable, as to any other listings on the Nasdaq Capital Market or any securities market or other exchange of the securities,
if any, covered by the prospectus supplement.
The aggregate market
value of our outstanding common stock held by non-affiliates was approximately $27,283,631, based on 227,363,588 shares of common
stock held by non-affiliates as of the date of this prospectus, and the last reported sale price per share of our common stock
of $0.12 on October 3, 2019. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell shares pursuant to this
prospectus with a value of more than one-third of the aggregate market value of our common stock held by non-affiliates in any
12-month period, so long as the aggregate market value of our common stock held by non-affiliates is less than $75,000,000. During
the 12 calendar months prior to, and including, the date of this prospectus, we have not sold any securities pursuant to General
Instruction I.B.6 of Form S-3.
Investing in our securities
involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk
Factors” contained in this prospectus beginning on page 5 and any applicable prospectus supplement and in any free writing
prospectuses we have authorized for use in connection with a specific offering, and under similar headings in the other documents
that are incorporated by reference into this prospectus.
The securities may be sold
directly by us to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous
or delayed basis. For additional information on the methods of sale, you should refer to the section titled “Plan of Distribution”
in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus
is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment
options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect
to receive from such sale will also be set forth in a prospectus supplement.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus is October
11, 2019.
TABLE OF CONTENTS
ABOUT
THIS PROSPECTUS
This prospectus is part
of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf”
registration process. Under this shelf registration process, we may, from time to time, offer and sell, either individually or
in combination, in one or more offerings, up to a total dollar amount of $50,000,000 of any combination of the securities described
in this prospectus. This prospectus provides you with a general description of the securities we may offer.
Each time we offer securities
under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of that
offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information
relating to these offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided
to you may also add, update or change any of the information contained in this prospectus or in the documents that we have incorporated
by reference into this prospectus. We urge you to carefully read this prospectus, any applicable prospectus supplement and any
related free writing prospectuses we have authorized for use in connection with a specific offering, together with the information
incorporated herein by reference as described under the heading “Incorporation By Reference,” before buying any of
the securities being offered.
This prospectus may not
be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.
You should rely only on
the information contained in, or incorporated by reference into, this prospectus and any applicable prospectus supplement, along
with the information contained in any free writing prospectuses we have authorized for use in connection with a specific offering.
We have not authorized anyone to provide you with information in addition to or different from that contained in this prospectus,
any applicable prospectus supplement and any related free writing prospectus. We take no responsibility for, and can provide no
assurances as to the reliability of, any information not contained in this prospectus, any applicable prospectus supplement or
any related free writing prospectus that we may authorize to be provided to you. This prospectus is an offer to sell only the securities
offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.
You should assume that the information in this prospectus, any
applicable prospectus supplement or any related free writing prospectus, is accurate only as of the date on the front of the document
and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless
of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any
sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.
To the extent there is a conflict between the information contained
in this prospectus, on the one hand, and the information contained in any document incorporated by reference filed with the SEC
before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement
in a document incorporated by reference is inconsistent with a statement in another document incorporated by reference having a
later date, the statement in the document having the later date modifies or supersedes the earlier statement.
This prospectus contains summaries of certain provisions contained
in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries
are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will
be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and
you may obtain copies of those documents as described below in the section titled “Where You Can Find More Information.”
The names “SELLAS Life Sciences Group, Inc.,” “SELLAS,”
the SELLAS logo, and other trademarks or service marks of SELLAS Life Sciences Group, Inc. appearing in this prospectus are the
property of SELLAS Life Sciences Group, Inc. Other trademarks, service marks or trade names appearing in this prospectus are the
property of their respective owners. We do not intend the use or display of other companies’ trade names, trademarks or service
marks to imply a relationship with, or endorsement or sponsorship of or by either, of these other companies.
PROSPECTUS SUMMARY
This summary highlights
information contained elsewhere in this prospectus or incorporated by reference in this prospectus. This summary provides an overview
of selected information and does not contain all of the information you should consider before investing in our securities. You
should read this entire prospectus and the applicable prospectus supplement carefully, especially the sections titled “Risk
Factors” and our consolidated financial statements and related notes included elsewhere in this prospectus, the applicable
prospectus supplement and the documents incorporated by reference therein before making an investment decision. Except as otherwise
indicated or unless the context otherwise requires, references to “company,” “we,” “us,” “our”
or “SELLAS,” refer to SELLAS Life Sciences Group, Inc. and its consolidated subsidiaries.
Overview
We are a late-stage biopharmaceutical
company focused on the development of novel cancer immunotherapeutics for a broad range of indications. Our product candidates
currently include galinpepimut-S and nelipepimut-S.
Galinpepimut-S, or
GPS
Our lead product candidate,
galinpepimut-S, or GPS, is a cancer immunotherapeutic agent licensed from Memorial Sloan Kettering Cancer Center, or MSK, that
targets the Wilms tumor 1, or WT1, protein, which is present in 20 or more cancer types. Based on its mechanism of action as a
directly immunizing agent, GPS has potential as a monotherapy or in combination with other immunotherapeutic agents to address
a broad spectrum of hematologic, or blood, cancers and solid tumor indications.
In November 2018, following
discussions with the U.S. Food and Drug Administration, or FDA, regarding a clinical trial design and biostatistical plan, we commenced
preparations for a Phase 3 trial for GPS monotherapy in patients with acute myeloid leukemia, or AML, in the maintenance setting
after achievement of their second complete remission, or CRem2, following successful completion of second-line antileukemic therapy.
This trial is expected to serve as the basis for a Biologics License Application, or BLA, submission, subject to positive results.
We plan to initiate this Phase 3 trial in the fourth quarter of 2019. The study is expected to enroll approximately 116 patients
at approximately 50 clinical sites in the United States and Europe and is contemplated to have a planned interim safety and futility
analysis after 80 events (deaths).
In December 2018, we
initiated a Phase 1/2 multi-arm ("basket" type) clinical study of GPS in combination with Merck & Co., Inc.’s
anti-PD-1 therapy, Keytruda® (pembrolizumab). In July 2019, we dosed the first patient in this trial. We plan to enroll approximately
90 patients at up to 20 centers in the United States. The trial is initially evaluating patients with ovarian cancer (second or
third line) and colorectal cancer (third or fourth line), to be followed by patients with AML who are unable to attain deeper morphological
response than partial on hypomethylating agents and who are not eligible for allogeneic hematopoietic stem cell transplant, and
patients with triple negative breast cancer (TNBC) (second line), and small cell lung cancer (second line).
GPS was granted Orphan
Drug Product Designations from the FDA as well as Orphan Medicinal Product Designations from the European Medicines Agency, or
EMA, for GPS in AML, malignant pleural mesothelioma, or MPM, and multiple myeloma, or MM, as well as Fast Track Designation for
AML, MPM, and MM from the FDA.
Nelipepimut-S, or
NPS
Nelipepimut-S, or NPS,
is a cancer immunotherapy targeting the human epidermal growth factor receptor, or HER2, expressing cancers. Data presented in
2018 from our Phase 2b clinical trial of the combination of trastuzumab (Herceptin®) plus NPS in HER1/2+ breast cancer patients
in the adjuvant setting to prevent recurrences showed a clinically and statistically significant improvement in the disease-free
survival, or DFS, rate for the TNBC cohort at 24 months for patients treated with NPS plus trastuzumab of 92.6% compared to 70.2%
for those treated with trastuzumab alone. In October 2018, the Data Safety Monitoring Board unanimously concluded that the final
analysis of the Phase 2b study data, with a median follow-up of 26 months, confirmed that TNBC patients should be the key target
population for the development of trastuzumab plus NPS in the adjuvant setting in early-stage HER2 1+/2+ breast cancer patients.
We are having ongoing discussions with the FDA to define an optimal path for further development of the combination of NPS plus
trastuzumab in TNBC.
FBP-targeting bivalent
vaccine (GALE-301/-302)
GALE-301 and GALE 302
are cancer immunotherapies that target the E39 peptide derived from the folate binding protein, or FBP. In a Phase 1/2a investigator
sponsored trial assessing GALE-301 in ovarian and endometrial cancers, we observed improvement in the 24-month DFS rate, in a small
number of patients treated with the optimal dose. We are evaluating GALE-301/302 for potential internal development in a Phase
2 setting for ovarian cancer, strategic partnership, or other type of candidate rationalization.
Explanatory Note
On December 29, 2017,
we completed the business combination with the privately held Bermuda exempted company, Sellas Life Sciences Group Ltd., or Private
SELLAS, in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of August 7, 2017 and amended
November 5, 2017, or the Merger Agreement, among SELLAS Life Sciences Group, Inc., Sellas Intermediate Holdings I, Inc., Sellas
Intermediate Holdings II, Inc., Galena Bermuda Merger Sub, Ltd., and Private SELLAS. We refer to this business combination throughout
this Prospectus as the Merger.
Corporate Information
We were incorporated
on April 3, 2006 in Delaware as Argonaut Pharmaceuticals, Inc. On November 28, 2006, we changed our name to RXi Pharmaceuticals
Corporation and began operations January 2007. On September 26, 2011, we changed our name to Galena Biopharma, Inc. In December
2017, we completed the Merger with the Bermuda exempted company SELLAS Life Sciences Group Ltd, or Private SELLAS, and changed
our name to “SELLAS Life Sciences Group, Inc.”
Our principal executive
offices are located at 15 West 38th Street, 10th Floor, New York, NY 10018, and our phone number is (917) 438-4353.
Our website address is www.sellaslife.com. The information contained on, or that can be accessed through, our website is not part
of, and is not incorporated by reference into this prospectus and should not be considered to be part of this prospectus.
The Securities We May Offer
We may offer shares of our
common stock and preferred stock, various series of debt securities and/or warrants, rights or units to purchase any such securities,
either individually or in combination, up to a total dollar amount of $50,000,000, from time to time under this prospectus, together
with any applicable prospectus supplement and any related free writing prospectuses, at prices and on terms to be determined by
market conditions at the time of any offering. We may also offer common stock, preferred stock and/or debt securities upon the
exercise of warrants, rights or units. This prospectus provides you with a general description of the securities we may offer.
Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will describe
the specific amounts, prices and other important terms of the securities, including, to the extent applicable:
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designation or classification;
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aggregate principal amount or aggregate offering price;
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maturity date, if applicable;
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original issue discount, if any;
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rates and times of payment of interest or dividends, if any;
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redemption, conversion, exercise, exchange or sinking fund terms, if any;
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conversion or exchange prices or rates, if any, and, if applicable, any provisions for changes to or adjustments in the conversion
or exchange prices or rates and in the securities or other property receivable upon conversion or exchange;
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ranking, if applicable;
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restrictive covenants, if any;
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voting or other rights, if any; and
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material or special U.S. federal income tax considerations, if any.
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Any applicable prospectus
supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change any
of the information contained in this prospectus or in the documents we have incorporated by reference. However, no prospectus supplement
or free writing prospectus will offer any security that is not registered and described in this prospectus at the time of the effectiveness
of the registration statement of which this prospectus is a part.
This prospectus may not be used to consummate a sale of our
securities unless it is accompanied by a prospectus supplement.
We may sell the securities
directly to investors or to or through agents, underwriters or dealers. We, and our agents or underwriters, reserve the right to
accept or reject all or part of any proposed purchase of securities. If we do offer securities to or through agents or underwriters,
we will include in the applicable prospectus supplement:
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the names of those agents or underwriters;
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applicable fees, discounts and commissions to be paid to them;
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details regarding over-allotment options, if any; and
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the estimated net proceeds to us.
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Common Stock
We may issue shares of our
common stock from time to time. The holders of our common stock are entitled to one vote for each share held of record on all matters
submitted to a vote of stockholders. Subject to preferences that may be applicable to any then outstanding shares of preferred
stock, the holders of common stock are entitled to receive ratably such dividends as may be declared by our board of directors
out of legally available funds. Upon our liquidation, dissolution or winding up, holders of our common stock are entitled to share
ratably in all assets legally available for distribution to stockholders remaining after payment of liabilities and the liquidation
preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and no right to convert
their common stock into any other securities. There are no redemption or sinking fund provisions applicable to our common stock.
When we issue shares of common stock under this prospectus, the shares will be fully paid and non-assessable. The rights, preferences
and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares
of any series of preferred stock that we may designate in the future. In this prospectus, we have summarized certain general features
of the common stock under “Description of Capital Stock—Common Stock.” We urge you, however, to read the applicable
prospectus supplement (and any related free writing prospectus that we may authorize to be provided to you) related to any common
stock being offered.
Preferred Stock
We may issue shares of our
preferred stock from time to time, in one or more series. If we sell any series of preferred stock under this prospectus and any
applicable prospectus supplement, our board of directors will determine the designations, voting powers, preferences and rights
of the preferred stock being offered, as well as the qualifications, limitations or restrictions thereof, including dividend rights,
conversion rights, preemptive rights, terms of redemption or repurchase, liquidation preferences, sinking fund terms and the number
of shares constituting any series or the designation of any series. Convertible preferred stock may be convertible into our common
stock or exchangeable for our other securities. Conversion may be mandatory or at the holder’s option and would be at prescribed
conversion rates.
We will file as an exhibit
to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with
the SEC, the form of the certificate of designation that describes the terms of the series of preferred stock that we are offering
before the issuance of the related series of preferred stock. We urge you to read the applicable prospectus supplement (and any
free writing prospectus that we may authorize to be provided to you) related to the series of preferred stock being offered, as
well as the complete certificate of designation that contains the terms of the applicable series of preferred stock.
Debt Securities
We may issue debt securities
from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt.
The senior debt securities will rank equally with any other unsecured and unsubordinated debt. The subordinated debt securities
will be subordinate and junior in right of payment, to the extent and in the manner described in the instrument governing the debt,
to all of our senior indebtedness. Convertible debt securities will be convertible into our common stock or other securities. Conversion
may be mandatory or at the holder’s option and would be at prescribed conversion rates.
Any debt
securities issued under this prospectus will be issued under one or more documents called indentures, which are contracts
between us and a national banking association or other eligible party, as trustee. Forms of senior and subordinated
indentures have been filed as exhibits to the registration statement of which this prospectus is a part, and supplemental
indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits
to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we
file with the SEC. In this prospectus, we have summarized certain general features of the debt securities under
“Description of Debt Securities.” We urge you, however, to read the applicable prospectus supplement (and any
related free writing prospectus that we may authorize to be provided to you) related to the series of debt securities being
offered, as well as the complete indentures that contain the terms of the debt securities.
Warrants
We may issue warrants for
the purchase of common stock, preferred stock and/or debt securities in one or more series. We may issue warrants independently
or together with common stock, preferred stock and/or debt securities, and the warrants may be attached to or separate from these
securities. Forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants being offered
have been filed as exhibits to the registration statement of which this prospectus is a part, and supplemental warrant agreements
and forms of warrant certificates will be filed as exhibits to the registration statement of which this prospectus is a part or
will be incorporated by reference from reports that we file with the SEC. We urge you to read the applicable prospectus supplement
(and any free writing prospectus that we may authorize to be provided to you) related to the particular series of warrants being
offered, as well as the complete warrant agreements and warrant certificates that contain the terms of the warrants.
Any warrants issued under
this prospectus may be evidenced by warrant certificates. Warrants may also be issued under an applicable warrant agreement that
we enter into with a warrant agent. We will indicate the name and address of the warrant agent, if applicable, in the prospectus
supplement relating to the particular series of warrants being offered.
Rights
We may issue rights for
the purchase of common stock, preferred stock or debt securities. We may issue subscription rights independently or together with
common stock, preferred stock and/or debt securities, and the rights may be attached to or separate from these securities. Each
series of rights will be issued under a separate rights agreement to be entered into between us and a bank or trust company, as
rights agent. The rights agent will act solely as our agent in connection with the certificates relating to the rights of the series
of certificates and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates
or beneficial owners of rights. We urge you to read the applicable prospectus supplement (and any free writing prospectus that
we may authorize to be provided to you) related to the particular series of rights being offered, as well as the complete rights
agreements that contain the terms of the rights.
Units
We may issue units consisting
of common stock, preferred stock, one or more debt securities, warrants or rights for the purchase of common stock, preferred stock
and/or debt securities in one or more series, in any combination. Each unit will be issued so that the holder of the unit is also
the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of
each security included in the unit. The unit agreement under which a unit is issued may provide that the securities included in
the unit may not be held or transferred separately, at any time or at any time before a specified date. We urge you to read the
applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the particular
series of units being offered, as well as the complete unit agreements that contain the terms of the units.
Use of Proceeds
Except as described in
any applicable prospectus supplement or in any free writing prospectuses we have authorized for use in connection with a
specific offering, we currently intend to use the net proceeds from the sale of the securities offered by us hereunder, if
any, for working capital and general corporate purposes, including research and development of our product candidates
(including clinical trial activities), and general and administrative expenses. See “Use of Proceeds” in this
prospectus.
Nasdaq Capital Market Listing
Our common stock is listed
on the Nasdaq Capital Market under the symbol “SLS.” The applicable prospectus supplement will contain information,
where applicable, as to other listings, if any, on the Nasdaq Capital Market or other securities exchange of the securities covered
by the applicable prospectus supplement.
RISK FACTORS
Investing in our securities
involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider the risks described
in the documents incorporated by reference in this prospectus and any applicable prospectus supplement, as well as other information
we include or incorporate by reference into this prospectus and any applicable prospectus supplement, before making an investment
decision. Our business, financial condition or results of operations could be materially adversely affected by any of these risks.
The trading price of our securities could decline due to the occurrence of any of these risks, and you may lose all or part of
your investment. This prospectus and the documents incorporated herein by reference also contain forward-looking statements that
involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements
as a result of certain factors, including the risks described in the documents incorporated herein by reference, including in (1) our
most recent Annual Report on Form 10-K on file with the SEC, (2) our most recent Quarterly Reports on Form 10-Q
on file with the SEC and (3) any amendments thereto reflected in subsequent filings with the SEC, all of which are incorporated
by reference into this prospectus in their entirety, together with other information in this prospectus, the applicable prospectus
supplement and the documents incorporated by reference that we may authorize for use in connection with a specific offering. Please
also read carefully the section below entitled “Special Note Regarding Forward-Looking Statements.”
In addition to the risk
factors incorporated by reference herein, the following risk factor is included:
Anti-takeover provisions of our Amended and Restated Certificate of Incorporation and our Amended
and Restated Bylaws and provisions of Delaware law could delay or prevent a change of control.
Anti-takeover provisions of our Amended and Restated Certificate of Incorporation and our Amended
and Restated Bylaws may discourage, delay or prevent a merger or other change of control that stockholders may consider favorable
or may impede the ability of the holders of our common stock to change our management and may be constrained by other contractual
agreements with third parties. These provisions of our Amended and Restated Certificate of Incorporation and our Amended and Restated
Bylaws, among other things:
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divide our
Board of Directors into three classes, with members of each class to be elected for staggered
three-year terms;
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limit the
right of securityholders to remove directors;
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prohibit stockholders
from acting by written consent;
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regulate how
stockholders may present proposals or nominate directors for election at annual meetings
of stockholders; and
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authorize
our Board to issue preferred stock in one or more series, without stockholder approval.
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In addition, Section 203 of the Delaware General Corporation Law, or the DGCL, provides
that, subject to limited exceptions, persons that acquire, or are affiliated with a person that acquires, more than 15% of
the outstanding voting stock of a Delaware corporation shall not engage in any business combination with that
corporation, including by merger, consolidation or acquisitions of additional shares for a three-year period following the
date on which that person or our affiliate crosses the 15% stock ownership threshold. Section 203 could operate to delay
or prevent a change of control of us.
In addition, our Amended and Restated Bylaws, to the fullest extent permitted by law,
provide that the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for: any derivative action
or proceeding brought on our behalf; any action asserting a breach of fiduciary duty owed by any director, officer or
other employee; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our
Amended and Restated Certificate of Incorporation, or our Amended and Restated Bylaws; or any action asserting a claim
against us that is governed by the internal affairs doctrine. This exclusive forum provision does not apply to suits brought
to enforce a duty or liability created by the Securities Exchange Act of 1934. It could apply, however, to a suit that falls
within one or more of the categories enumerated in the exclusive forum provision and asserts claims under the Securities Act
of 1933, as amended, or the Securities Act, inasmuch as Section 22 of the Securities Act, creates concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder. There is uncertainty as to whether a court would enforce this provision with respect to
claims under the Securities Act, and our stockholders will not be deemed to have waived our compliance with the federal
securities laws and the rules and regulations thereunder.
This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial
forum that it finds favorable for disputes with us or any of our directors, officers, or other employees, which may discourage
lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provisions contained in our restated
certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving
such action in other jurisdictions, which could harm our business, results of operations and financial condition.
Provisions in our Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws
or other provisions of Delaware law could limit the price that investors are willing to pay in the future for shares of our common
stock.
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus, the applicable prospectus supplement, and the
documents incorporated by reference contain forward-looking statements about us and our industry that involve substantial risks
and uncertainties. All statements other than statements of historical facts contained in this prospectus, the applicable prospectus
supplement, and the documented incorporated by reference, including statements regarding our future financial condition, business
strategy and plans, and objectives of management for future operations, are forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,”
“contemplate,” “continue,” “could,” “design,” “due,” “estimate,”
“expect,” “goal,” “intend,” “may,” “objective,” “plan,”
“predict,” “positioned,” “potential,” “seek,” “should,” “target,”
“will,” “would” and other similar expressions that are predictions of or indicate future events and future
trends, or the negative of these terms or other comparable terminology.
We have based these forward-looking statements largely on our
current expectations and projections about future events and financial trends that we believe may affect our financial condition,
results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of known
and unknown risks, uncertainties and assumptions, including risks described in the section titled “Risk Factors” contained
in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and incorporated by reference in this prospectus,
as the same may be amended, supplemented or superseded by the risks and uncertainties described under similar headings in the other
documents that are filed after the date hereof and incorporated by reference into this prospectus, regarding, among other things:
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our ability to continue to operate despite incurring substantial losses since our inception and our expectation that we will
continue to incur substantial and increasing losses for the foreseeable future;
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our ability to continue as a going concern;
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our ability to obtain the substantial additional financing necessary to achieve our goals;
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whether we will generate revenues and achieve profitability in the future;
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the ability of investors to evaluate the success of our business and to assess our future viability given our limited operating
history;
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our expectations regarding our continuing to incur significant operating and non-operating expenses;
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the initiation of legal or administrative actions against us;
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our ability to use net operating losses to offset future taxable income;
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our ability to comply with the regulatory and environmental provisions and laws to which we are subject;
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our ability to obtain regulatory approval of our product candidates;
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whether the results of our clinical trials will be sufficient to support domestic or global regulatory approvals;
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the initiation, timing, progress and results of our pre-clinical and clinical trials;
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the success of our lead product candidate, GPS, and our ability to successfully complete clinical trials and obtain regulatory
approval for our other product candidates;
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whether our product development program will uncover all possible adverse events that patients who take our product candidates
may experience;
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whether we can maintain orphan drug exclusivity and fast track designation for certain of our product candidates and whether
we will receive orphan drug product designation and fast track designation for additional product candidates should we seek such
designations;
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our ability to successfully identify, acquire, develop or commercialize new potential product candidates;
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our ability to realize benefits from strategic alliances that we may form in the future;
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whether we can continue to rely on third parties to conduct our preclinical studies and clinical trials;
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developments or disputes concerning our intellectual property or other proprietary rights;
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our expectations regarding the potential market size and the size of the patient populations for our product candidates, if
approved, for commercial use;
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the implementation of our business model and strategic plans for our business and product candidates;
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our ability to maintain and establish collaborations or obtain additional funding;
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the market price and value of our common stock;
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our ability to compete in the markets we serve; and
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other factors that may impact our financial results.
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These risks are not exhaustive. Other sections
of this prospectus, the applicable prospectus supplement, or the documents incorporated herein by reference may include additional
factors that could harm our business and financial performance. Moreover, we operate in a very competitive and rapidly changing
environment. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors,
nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in, or implied by, any forward-looking statements.
You should not rely upon forward-looking
statements as predictions of future events. We cannot assure you that the events and circumstances reflected in the forward-looking
statements will be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, we
undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus or to
conform these statements to actual results or to changes in our expectations.
You should carefully read this prospectus,
and the applicable prospectus supplement, together with the information incorporated herein by reference as described under the
heading “Incorporation by Reference,” as well as the documents filed as exhibits to the registration statement of which
this prospectus is a part with the understanding that our actual future results, levels of activity, performance and achievements
may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
Except as required by law, we assume no
obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially
from those anticipated in these forward-looking statements, even if new information becomes available in the future.
USE OF PROCEEDS
Except as described in any applicable
prospectus supplement or in any related free writing prospectuses we may authorize for use in connection with a specific
offering, we currently intend to use the net proceeds from the sale of the securities offered by us hereunder, if any, for
working capital, capital expenditures and other general corporate purposes including research and development of our product
candidates (including clinical trial activities), and general and administrative expenses. In addition, we may use a portion of
the proceeds for the acquisition of, or investment in, technologies, solutions or businesses that complement our
business, although we have no present commitments or agreements to enter into any such acquisitions or investments. As of the
date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to us from the sale
of the securities offered by us hereunder. We will set forth in the applicable prospectus supplement or free writing
prospectus our intended use for the net proceeds received from the sale of any securities sold pursuant to the prospectus
supplement or free writing prospectus.
DILUTION
We will set forth in a prospectus supplement
the following information regarding any material dilution of the equity interests of investors purchasing securities in an offering
under this prospectus:
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the net tangible book value per share of our equity securities before and after the offering;
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the amount of the increase in such net tangible book value per share attributable to the cash payments made by purchasers in
the offering; and
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the
amount of the immediate dilution from the public offering price which will be absorbed by such purchasers.
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DESCRIPTION OF CAPITAL
STOCK
The
following description of our capital stock summarizes the material terms and provisions of our common stock and our preferred
stock. For the complete terms of our common stock, please refer to our amended and restated certificate of incorporation and our
amended and restated bylaws, each as amended to date, that are incorporated by reference into the registration statement of which
this prospectus is a part or may be incorporated by reference into this prospectus. The terms of these securities may also be
affected by the Delaware General Corporation Law. The summary below is qualified in its entirety by reference to our amended and
restated certificate of incorporation and amended and restated bylaws, which are filed as exhibits to the registration
statement of which this prospectus is a part.
General
Our amended and restated certificate
of incorporation authorizes us to issue up to 350,000,000 shares of common stock, $0.0001 par value per share, and 5,000,000 shares
of preferred stock, $0.0001 par value per share.
As of September 16, 2019, there
were:
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227,800,147 shares of common stock outstanding;
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no shares of Preferred stock outstanding;
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1,172,488 shares of common stock issuable upon exercise of outstanding options; and
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warrants outstanding for the purchase of an aggregate of 15,085,931 shares of common stock.
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Common stock
Voting
Each holder of our common stock is
entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors.
Our amended and restated certificate of incorporation and amended and restated bylaws do not provide for cumulative voting rights.
Because of this absence of cumulative voting, the holders of a majority of the shares of common stock entitled to vote in any election
of directors can elect all the directors standing for election, if they should so choose.
Dividends
Subject to preferences that may be
applicable to any then outstanding shares of preferred stock, holders of common stock are entitled to receive ratably those dividends,
if any, as may be declared from time to time by our board of directors out of legally available funds.
Liquidation
In the event of our dissolution or
liquidation, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to
stockholders after the payment of all our debts and other liabilities and the satisfaction of any preferential rights that may
be granted to the holders of any then outstanding shares of preferred stock.
Rights and Preferences
Holders of common stock have no preemptive,
conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock. The rights,
preferences, and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the
holders of shares of any series of preferred stock.
Fully-paid
All of the outstanding shares of our
common stock are, and the shares of common stock issued upon the conversion of any securities convertible into our common stock
will be, fully paid and non-assessable. The shares of common stock offered by this prospectus or upon the conversion
of any preferred stock or debt securities or exercise of any warrants offered pursuant to this prospectus, when issued and paid
for, will also be, fully paid and non-assessable.
Preferred stock
Under our amended and restated certificate
of incorporation, our board of directors has the authority, without further action by our stockholders, to issue up to 5,000,000
shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These
rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation
preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all
of which may be greater than the rights of common stock. The issuance of our preferred stock could adversely affect the voting
power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation.
In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control of
our company or other corporate action.
The following summary of terms of our
preferred stock is not complete. You should refer to the provisions of our amended and restated certificate of incorporation and
amended and restated bylaws and the resolutions containing the terms of each class or series of the preferred stock which have
been or will be filed with the SEC at or prior to the time of issuance of such class or series of preferred stock and described
in the applicable prospectus supplement. The applicable prospectus supplement may also state that any of the terms set forth herein
are inapplicable to such series of preferred stock, provided that the information set forth in such prospectus supplement does
not constitute material changes to the information herein such that it alters the nature of the offering or the securities offered.
Our board of directors will fix the
designations, voting powers, preferences and rights of the preferred stock of each series we issue under this prospectus, as well
as the qualifications, limitations or restrictions thereof, in the certificate of designation relating to that series. We will
file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from reports
that we file with the SEC, the form of any certificate of designation that describes the terms of the series of preferred stock
we are offering. We will describe in the applicable prospectus supplement the terms of the series of preferred stock being offered,
including, to the extent applicable:
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the title and stated value;
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the number of shares we are offering;
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the liquidation preference per share;
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the purchase price;
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the dividend rate, period and payment date and method of calculation for dividends;
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whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;
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the procedures for any auction and remarketing;
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the provisions for a sinking fund;
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the provisions for redemption or repurchase and any restrictions on our ability to exercise those redemption and repurchase rights;
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any listing of the preferred stock on any securities exchange or market;
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whether the preferred stock will be convertible into our common stock or other securities, and the conversion rate or conversion price, or how they will be calculated, and the conversion period;
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whether the preferred stock will be exchangeable into debt securities, and the exchange rate or exchange price, or how they will be calculated, and the exchange period;
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voting rights of the preferred stock;
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preemptive rights;
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restrictions on transfer, sale or other assignment;
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whether interests in the preferred stock will be represented by depositary shares;
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a discussion of material or special U.S. federal income tax considerations applicable to the preferred stock;
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the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs;
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any limitations on the issuance of any class or series of preferred stock ranking senior to or on parity with the series of preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock.
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If we issue shares of preferred stock under this prospectus,
they will be validly issued, fully paid and non-assessable.
The DGCL provides that the holders of preferred stock will have
the right to vote separately as a class on any proposal involving fundamental changes in the rights of holders of such preferred
stock. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation.
The issuance of our preferred stock could adversely affect the
voting power, conversion or other rights of holders of common stock and reduce the likelihood that such holders will receive dividend
payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring
or preventing a change in control of our company or other corporate action. Additionally, the issuance of preferred stock may have
the effect of decreasing the market price of our common stock.
Possible Anti-Takeover Effects of
Delaware Law and Our Certificate of Incorporation and Bylaws
Provisions of the DGCL and our amended
and restated certificate of incorporation and amended and restated bylaws could make it more difficult to acquire our company by
means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized
below, are expected to discourage certain types of coercive takeover practices and takeover bids that our board of directors may
consider inadequate and to encourage persons seeking to acquire control of our company to first negotiate with our board of directors.
We believe that the benefits of increased protection of our ability to negotiate with the proponent of an unfriendly or unsolicited
proposal to acquire or restructure our company outweigh the disadvantages of discouraging takeover or acquisition proposals because,
among other things, negotiation of these proposals could result in an improvement of their terms.
Classified Board
Our amended and restated certificate
of incorporation and our amended and restated bylaws provide that our board of directors is divided into three classes. The directors
designated as Class I directors have terms expiring at the annual meeting of stockholders in 2020. The directors designated
as Class II directors will have terms expiring at the annual meeting of stockholders in 2021, and the directors designated
as Class III directors will have terms expiring at the annual meeting of stockholders in 2022. Directors for each class will
be elected at the annual meeting of stockholders held in the year in which the term for that class expires and thereafter will
serve for a term of three years. At any meeting of stockholders for the election of directors at which a quorum is present, the
election will be determined by a plurality of the votes cast by the stockholders entitled to vote at the election. Under the classified
board provisions, it would take at least two elections of directors for any individual or group to gain control of our board. Accordingly,
these provisions could discourage a third party from initiating a proxy contest, making a tender offer or otherwise attempting
to gain control of our company.
Removal of Directors
Our amended and restated bylaws provide
that our stockholders may only remove our directors with cause.
Amendment
Our amended and restated certificate
of incorporation and our amended and restated bylaws provide that the affirmative vote of the holders of at least 75% of our voting
stock then outstanding is required to amend certain provisions relating to the number, term, election and removal of our directors,
the filling of our board vacancies, stockholder notice procedures, the calling of special meetings of stockholders and the indemnification
of directors. Further, any amendments of our bylaws must be approved by our stockholders as our amended and restated certificate
of incorporation does not authorize our board of directors to amend our bylaws.
Size of Board and Vacancies
Our amended and restated bylaws provide
that the number of directors on our board of directors is fixed exclusively by our board of directors. Newly created directorships
resulting from any increase in our authorized number of directors will be filled by a majority of our board of directors then in
office, provided that a majority of the entire board of directors, or a quorum, is present and any vacancies in our board of directors
resulting from death, resignation, retirement, disqualification, removal from office or other cause will be filled generally by
the majority vote of our remaining directors in office, even if less than a quorum is present.
Special Stockholder Meetings
Our amended and restated certificate
of incorporation provides that only the Chairman of our board of directors, our Chief Executive Officer or our board of directors
pursuant to a resolution adopted by a majority of the total number of directors we would have if there were no vacancies may call
special meetings of our stockholders.
Stockholder Action by Unanimous
Written Consent
Our amended and restated certificate
of incorporation expressly eliminates the right of our stockholders to act by written consent.
Requirements for Advance Notification
of Stockholder Nominations and Proposals
Our amended and restated bylaws provide
advance notice procedures with respect to stockholder proposals and nomination of candidates for election as directors other than
nominations made by or at the direction of board of directors or a committee of our board of directors.
No Cumulative Voting
The DGCL provides that stockholders
are denied the right to cumulate votes in the election of directors unless our certificate of incorporation provides otherwise.
Our amended and restated certificate of incorporation does not provide for cumulative voting.
Undesignated Preferred Stock
The authority that is possessed by
our board of directors to issue preferred stock could potentially be used to discourage attempts by third parties to obtain control
of our company through a merger, tender offer, proxy contest, or otherwise by making it more difficult or costlier to obtain control
of our company. Our board of directors may issue preferred stock with voting rights or conversion rights that, if exercised, could
adversely affect the voting power of the holders of common stock.
Authorized but Unissued Shares
Our authorized but unissued shares
of common stock and preferred stock will be available for future issuance without stockholder approval. We may use additional shares
for a variety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee
compensation. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or
discourage an attempt to obtain control of our company by means of a proxy contest, tender offer, merger or otherwise.
The above provisions may deter a hostile
takeover or delay a change in control or management of our company.
Listing on the Nasdaq Capital Market
Our common stock is listed on the
Nasdaq Capital Market under the symbol “SLS”. On October 3, 2019, the closing price of our common stock was $0.12
per share. As of October 3, 2019, we had approximately 112 stockholders of record.
The applicable prospectus supplement
will contain information, where applicable, as to other listing, if any, on the Nasdaq Capital Market or other securities exchange
of the preferred stock covered by such prospectus supplement.
Transfer Agent and Registrar
The transfer agent and registrar for
our capital stock is Computershare Trust Company, N.A. Its address is 250 Royall Street, Canton, MA 02021. Its telephone number
is (201) 680-4503.
DESCRIPTION OF DEBT SECURITIES
We may issue debt securities from time
to time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the
terms we have summarized below will apply generally to any debt securities that we may offer under this prospectus, we will describe
the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. The terms
of any debt securities offered under a prospectus supplement may differ from the terms described below. Unless the context requires
otherwise, whenever we refer to the indenture, we also are referring to any supplemental indentures that specify the terms of a
particular series of debt securities.
We will issue the debt securities
under the indenture that we will enter into with the trustee named in the indenture. The indenture will be qualified under
the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We have filed forms of senior and subordinated
indentures as exhibits to the registration statement of which this prospectus is a part, and supplemental indentures and
forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the
registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with
the SEC.
The following summary of material provisions
of the debt securities and the indenture is subject to, and qualified in its entirety by reference to, all of the provisions of
the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements and
any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete
indenture that contains the terms of the debt securities.
General
The indenture does not limit the amount
of debt securities that we may issue. It provides that we may issue debt securities up to the principal amount that we may authorize
and may be in any currency or currency unit that we may designate. Except for the limitations on consolidation, merger and sale
of all or substantially all of our assets contained in the indenture, the terms of the indenture do not contain any covenants or
other provisions designed to give holders of any debt securities protection against changes in our operations, financial condition
or transactions involving us.
We may issue the debt securities issued
under the indenture as “discount securities,” which means they may be sold at a discount below their stated principal
amount. These debt securities, as well as other debt securities that are not issued at a discount, may be issued with “original
issue discount,” or OID, for U.S. federal income tax purposes because of interest payment and other characteristics or terms
of the debt securities. Material U.S. federal income tax considerations applicable to debt securities issued with OID will be described
in more detail in any applicable prospectus supplement.
We will describe in the applicable prospectus
supplement the terms of the series of debt securities being offered, including:
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the title of the series of debt securities;
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any limit upon the aggregate principal amount that may be issued;
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the maturity date or dates;
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the form of the debt securities of the series;
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the applicability of any guarantees;
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whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;
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whether the debt securities rank as senior debt, senior subordinated debt, subordinated debt or
any combination thereof, and the terms of any subordination;
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if the price (expressed as a percentage of the aggregate principal amount thereof) at which such
debt securities will be issued is a price other than the principal amount thereof, the portion of the principal amount thereof
payable upon declaration of acceleration of the maturity thereof, or if applicable, the portion of the principal amount of such
debt securities that is convertible into another security or the method by which any such portion shall be determined;
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the interest rate or rates, which may be fixed or variable, or the method for determining the rate
and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment
dates or the method for determining such dates;
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our right, if any, to defer payment of interest and the maximum length of any such deferral period;
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if applicable, the date or dates after which, or the period or periods during which, and the price
or prices at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption
provisions and the terms of those redemption provisions;
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the date or dates, if any, on which, and the price or prices at which we are obligated, pursuant
to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase,
the series of debt securities and the currency or currency unit in which the debt securities are payable;
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the denominations in which we will issue the series of debt securities, if other than denominations
of $1,000 and any integral multiple thereof;
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any and all terms, if applicable, relating to any auction or remarketing of the debt securities
of that series and any security for our obligations with respect to such debt securities and any other terms which may be advisable
in connection with the marketing of debt securities of that series;
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whether the debt securities of the series shall be issued in whole or in part in the form of a
global security or securities; the terms and conditions, if any, upon which such global security or securities may be exchanged
in whole or in part for other individual securities; and the depositary for such global security or securities;
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if applicable, the provisions relating to conversion or exchange of any debt securities of the
series and the terms and conditions upon which such debt securities will be so convertible or exchangeable, including the conversion
or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional (at our option or
the holders’ option) conversion or exchange features, the applicable conversion or exchange period and the manner of settlement
for any conversion or exchange;
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if other than the full principal amount thereof, the portion of the principal amount of debt securities
of the series which shall be payable upon declaration of acceleration of the maturity thereof;
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additions to or changes in the covenants applicable to the particular debt securities being issued,
including, among others, the consolidation, merger or sale covenant;
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additions to or changes in the events of default with respect to the securities and any change
in the right of the trustee or the holders to declare the principal, premium, if any, and interest, if any, with respect to such
securities to be due and payable;
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additions to or changes in or deletions of the provisions relating to covenant defeasance and legal
defeasance;
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additions to or changes in the provisions relating to satisfaction and discharge of the indenture;
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additions to or changes in the provisions relating to the modification of the indenture both with
and without the consent of holders of debt securities issued under the indenture;
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the currency of payment of debt securities if other than U.S. dollars and the manner of determining
the equivalent amount in U.S. dollars;
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whether interest will be payable in cash or additional debt securities at our or the holders’
option and the terms and conditions upon which the election may be made;
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the terms and conditions, if any, upon which we will pay amounts in addition to the stated interest,
premium, if any and principal amounts of the debt securities of the series to any holder that is not a “United States person”
for federal tax purposes;
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any restrictions on transfer, sale or assignment of the debt securities of the series; and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities,
any other additions or changes in the provisions of the indenture, and any terms that may be required by us or advisable under
applicable laws or regulations.
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Conversion or Exchange Rights
We will set forth in the applicable prospectus
supplement the terms on which a series of debt securities may be convertible into or exchangeable for our common stock or our other
securities. We will include provisions as to settlement upon conversion or exchange and whether conversion or exchange is mandatory,
at the option of the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock
or our other securities that the holders of the series of debt securities receive would be subject to adjustment.
Consolidation, Merger or Sale
Unless we provide otherwise in the prospectus
supplement applicable to a particular series of debt securities, the indenture will not contain any covenant that restricts our
ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of our assets as an entirety or substantially as
an entirety. However, any successor to or acquirer of such assets (other than a subsidiary of ours) must assume all of our obligations
under the indenture or the debt securities, as appropriate.
Events of Default under the Indenture
Unless we provide otherwise in the prospectus
supplement applicable to a particular series of debt securities, the following are events of default under the indenture with respect
to any series of debt securities that we may issue:
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if we fail to pay any installment of interest on any series of debt securities, as and when the
same shall become due and payable, and such default continues for a period of 90 days; provided, however, that a valid extension
of an interest payment period by us in accordance with the terms of any indenture supplemental thereto shall not constitute a default
in the payment of interest for this purpose;
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if we fail to pay the principal of, or premium, if any, on any series of debt securities as and
when the same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment
required by any sinking or analogous fund established with respect to such series; provided, however, that a valid extension of
the maturity of such debt securities in accordance with the terms of any indenture supplemental thereto shall not constitute a
default in the payment of principal or premium, if any;
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if we fail to observe or perform any other covenant or agreement contained in the debt securities
or the indenture, other than a covenant specifically relating to another series of debt securities, and our failure continues for
90 days after we receive written notice of such failure, requiring the same to be remedied and stating that such is a notice
of default thereunder, from the trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities
of the applicable series; and
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if specified events of bankruptcy, insolvency or reorganization occur.
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If an event of default with respect to
debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above,
the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by
notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal of, premium, if
any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet point above
occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding
shall be due and payable without any notice or other action on the part of the trustee or any holder.
The holders of a majority in principal
amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series
and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless
we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default.
Subject to the terms of the indenture,
if an event of default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any
of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt
securities, unless such holders have offered the trustee reasonable indemnity. The holders of a majority in principal amount of
the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities
of that series, provided that:
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the direction so given by the holder is not in conflict with any law or the applicable indenture;
and
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subject to its duties under the Trust Indenture Act, the trustee need not take any action that
might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.
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A holder of the debt securities of any
series will have the right to institute a proceeding under the indenture or to appoint a receiver or trustee, or to seek other
remedies only if:
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the holder has given written notice to the trustee of a continuing event of default with respect
to that series;
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the holders of at least 25% in aggregate principal amount of the outstanding debt securities of
that series have made written request,
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such holders have offered to the trustee indemnity satisfactory to it against the costs, expenses
and liabilities to be incurred by the trustee in compliance with the request; and
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the trustee does not institute the proceeding and does not receive from the holders of a majority
in aggregate principal amount of the outstanding debt securities of that series other conflicting directions within 90 days
after the notice, request and offer.
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These limitations do not apply to a suit
instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt
securities.
We will periodically file statements with
the trustee regarding our compliance with specified covenants in the indenture.
Modification of Indenture; Waiver
We and the trustee may change an indenture
without the consent of any holders with respect to specific matters:
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to cure any ambiguity, defect or inconsistency in the indenture or in the debt securities of any
series;
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to comply with the provisions described above under “Description of Debt Securities—Consolidation,
Merger or Sale;”
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to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
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to add to our covenants, restrictions, conditions or provisions such new covenants, restrictions,
conditions or provisions for the benefit of the holders of all or any series of debt securities, to make the occurrence, or the
occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event
of default or to surrender any right or power conferred upon us in the indenture;
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to add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms, or purposes of issue, authentication and delivery of debt securities, as set forth in the indenture;
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to make any change that does not adversely affect the interests of any holder of debt securities
of any series in any material respect;
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to provide for the issuance of and establish the form and terms and conditions of the debt securities
of any series as provided above under “Description of Debt Securities—General” to establish the form of any certifications
required to be furnished pursuant to the terms of the indenture or any series of debt securities, or to add to the rights of the
holders of any series of debt securities;
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to evidence and provide for the acceptance of appointment under any indenture by a successor trustee;
or
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to comply with any requirements of the SEC in connection with the qualification of any indenture
under the Trust Indenture Act.
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In addition, under the indenture, the rights
of holders of a series of debt securities may be changed by us and the trustee with the written consent of the holders of at least
a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, unless we
provide otherwise in the prospectus supplement applicable to a particular series of debt securities, we and the trustee may make
the following changes only with the consent of each holder of any outstanding debt securities affected:
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extending the fixed maturity of any debt securities of any series;
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reducing the principal amount, reducing the rate of or extending the time of payment of interest,
or reducing any premium payable upon the redemption of any series of any debt securities; or
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reducing the percentage of debt securities, the holders of which are required to consent to any
amendment, supplement, modification or waiver.
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Discharge
Each indenture provides that we can elect
to be discharged from our obligations with respect to one or more series of debt securities, except for specified obligations,
including obligations to:
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register the transfer or exchange of debt securities of the series;
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replace stolen, lost or mutilated debt securities of the series;
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pay principal of and premium and interest on any debt securities of the series;
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maintain paying agencies;
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hold monies for payment in trust;
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recover excess money held by the trustee;
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compensate and indemnify the trustee; and
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appoint any successor trustee.
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In order to exercise our rights to be discharged,
we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any premium, if any, and
interest on, the debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the debt securities of each
series only in fully registered form without coupons and, unless we provide otherwise in the applicable prospectus supplement,
in denominations of $1,000 and any integral multiple thereof. The indenture provides that we may issue debt securities of a series
in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository
Trust Company, or DTC, or another depositary named by us and identified in the applicable prospectus supplement with respect to
that series. To the extent the debt securities of a series are issued in global form and as book-entry, a description of terms
relating to any book-entry securities will be set forth in the applicable prospectus supplement.
At the option of the holder, subject to
the terms of the indenture and the limitations applicable to global securities described in the applicable prospectus supplement,
the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series,
in any authorized denomination and of like tenor and aggregate principal amount.
Subject to the terms of the indenture and
the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities
may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed
thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office
of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents
for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but we may require payment
of any taxes or other governmental charges.
We will name in the applicable prospectus
supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for
any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or
approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent
in each place of payment for the debt securities of each series.
If we elect to redeem the debt securities
of any series, we will not be required to:
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issue, register the transfer of, or exchange any debt securities of that series during a period
beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that
may be selected for redemption and ending at the close of business on the day of the mailing; or
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register the transfer of or exchange any debt securities so selected for redemption, in whole or
in part, except the unredeemed portion of any debt securities we are redeeming in part.
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Information Concerning the Trustee
The trustee, other than during the occurrence
and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth
in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a prudent
person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the trustee is under no obligation
to exercise any of the powers given it by the indenture at the request of any holder of debt securities unless it is offered reasonable
security and indemnity against the costs, expenses and liabilities that it might incur.
Payment and Paying Agents
Unless we otherwise indicate in the applicable
prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in
whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record
date for the interest.
We will pay principal of and any premium
and interest on the debt securities of a particular series at the office of the paying agents designated by us, except that unless
we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that we will mail to the
holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement, we will designate
the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of each series.
We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities
of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.
All money we pay to a paying agent or the
trustee for the payment of the principal of or any premium or interest on any debt securities that remains unclaimed at the end
of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt
security thereafter may look only to us for payment thereof.
Governing Law
The indenture and the debt securities
will be governed by and construed in accordance with the internal laws of the State of New York, except to the extent that the
Trust Indenture Act of 1939 is applicable.
DESCRIPTION OF WARRANTS
The following description, together with the additional information
we may include in any applicable prospectus supplement and in any related free writing prospectus that we may authorize to be distributed
to you, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist
of warrants to purchase common stock, preferred stock and/or debt securities and may be issued in one or more series. Warrants
may be offered independently or in combination with common stock, preferred stock or debt securities offered by any prospectus
supplement, and may be attached to or separate from those securities. While the terms we have summarized below will apply generally
to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants that we
may offer in more detail in the applicable prospectus supplement. The following description of warrants will apply to the warrants
offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable prospectus supplement
for a particular series of warrants may specify different or additional terms.
We have filed forms of the warrant agreements and forms of warrant
certificates containing the terms of the warrants that may be offered as exhibits to the registration statement of which this prospectus
is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference
from reports that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable,
that contain the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance
of such warrants. The following summaries of material terms and provisions of the warrants are subject to, and qualified in their
entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable,
and any supplemental agreements applicable to a particular series of warrants that we may offer under this prospectus. We urge
you to read the applicable prospectus supplement related to the particular series of warrants that we may offer under this prospectus,
as well as any related free writing prospectus, and the complete form of warrant and/or the warrant agreement and warrant certificate,
as applicable, and any supplemental agreements, that contain the terms of the warrants.
General
We will describe in the applicable prospectus supplement the
terms of the series of warrants being offered, including, to the extent applicable:
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the offering price and aggregate number of warrants offered;
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the currency for which the warrants may be purchased;
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the designation and terms of the securities with which the warrants are issued and the number of warrants
issued with each such security or each principal amount of such security;
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the date on and after which the warrants and the related securities will be separately transferable;
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in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable
upon exercise of one warrant and the price at, and currency in which, this principal amount of debt securities may be purchased
upon such exercise;
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in the case of warrants to purchase common stock or preferred stock, the number of shares of common
stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares
may be purchased upon such exercise;
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the amount of warrants or rights outstanding;
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the effect of any merger, consolidation, sale or other disposition of our business on the warrant
agreements and the warrants;
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the terms of any rights to redeem or call the warrants;
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the terms of any rights to force the exercise of the warrants;
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any provisions for changes to or adjustments in the exercise price or number of securities issuable
upon exercise of the warrants;
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the dates on which the right to exercise the warrants will commence and expire;
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the manner in which the warrant agreements and warrants may be modified;
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a discussion of material or special U.S. federal income tax considerations of holding or exercising
the warrants;
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the terms of the securities issuable upon exercise of the warrants; and
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any other specific terms, preferences, rights or limitations of or restrictions on the warrants.
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Before exercising their
warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including:
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in the case of warrants to purchase debt securities, the right to receive payments of principal of,
or premium, if any, or interest on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture;
or
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in the case of warrants to purchase common stock or preferred stock, the right to receive dividends,
if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.
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Exercise of Warrants
Each warrant will entitle the holder to purchase the securities
that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable prospectus supplement.
The warrants may be exercised as set forth in the prospectus supplement relating to the warrants offered. Unless we otherwise specify
in the applicable prospectus supplement, warrants may be exercised at any time up to the specified time on the expiration date
that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants
will become void.
Unless we otherwise specify in the applicable prospectus supplement,
holders of the warrants may exercise the warrants by delivering the warrant or warrant certificate, as applicable, representing
the warrants to be exercised together with specified information, and paying the required amount to the warrant agent in immediately
available funds, as provided in the applicable prospectus supplement. We will set forth in the applicable warrant or warrant certificate
and in the applicable prospectus supplement the information that the holder of the warrant will be required to deliver to the warrant
agent in connection with the exercise of the warrant.
Upon receipt of the required payment and the warrant or warrant
certificate, as applicable, properly completed and duly executed at the corporate trust office of the warrant agent, if any, or
any other office, including ours, indicated in the prospectus supplement, we will, as soon as practicable, issue and deliver the
securities purchasable upon such exercise. If less than all of the warrants (or the warrants represented by such warrant certificate)
are exercised, a new warrant or a new warrant certificate, as applicable, will be issued for the remaining warrants. If we so indicate
in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price
for warrants.
Governing Law
Unless we provide otherwise
in the applicable prospectus supplement, the warrants, warrant agreements, and any claim, controversy or dispute arising under
or related to the warrants or warrant agreements will be governed by and construed in accordance with the laws of the State of
New York.
Enforceability of
Rights by Holders of Warrants
Each warrant agent, if any,
will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency
or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants.
A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant,
including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder
of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal
action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.
Outstanding Warrants
Certain of our outstanding warrants
contain customary net exercise provisions and provisions for the adjustment of the exercise price and the number of shares issuable
upon the exercise of the warrant in the event of certain stock dividends, stock splits, recapitalizations, reclassifications, consolidations
and other fundamental transactions.
DESCRIPTION OF RIGHTS
General
We may issue rights to our
stockholders to purchase shares of our common stock, preferred stock or the other securities described in this prospectus. We may
offer rights separately or together with one or more additional rights, debt securities, preferred stock, common stock, warrants
or any combination of those securities in the form of units, as described in the applicable prospectus supplement. Each series
of rights will be issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights
agent. The rights agent will act solely as our agent in connection with the certificates relating to the rights of the series of
certificates and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates
or beneficial owners of rights. The following description sets forth certain general terms and provisions of the rights to which
any prospectus supplement may relate. The particular terms of the rights to which any prospectus supplement may relate and the
extent, if any, to which the general provisions may apply to the rights so offered will be described in the applicable prospectus
supplement. To the extent that any particular terms of the rights, rights agreement or rights certificates described in a prospectus
supplement differ from any of the terms described below, then the terms described below will be deemed to have been superseded
by that prospectus supplement. We encourage you to read the applicable rights agreement and rights certificate for additional information
before you decide whether to purchase any of our rights. We will provide in a prospectus supplement the following terms of the
rights being issued:
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the date of determining the stockholders entitled to the rights distribution;
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the aggregate number of shares of common stock, preferred stock or other securities purchasable upon
exercise of the rights;
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the aggregate number of rights issued;
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whether the rights are transferrable and the date, if any, on and after which the rights may be separately
transferred;
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the date on which the right to exercise the rights will commence, and the date on which the right
to exercise the rights will expire;
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the method by which holders of rights will be entitled to exercise;
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the conditions to the completion of the offering, if any;
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the withdrawal, termination and cancellation rights, if any;
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whether there are any backstop or standby purchaser or purchasers and the terms of their commitment,
if any;
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whether stockholders are entitled to oversubscription rights, if any;
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any applicable material U.S. federal income tax considerations; and
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any other terms of the rights, including terms, procedures and limitations relating to the distribution,
exchange and exercise of the rights, as applicable.
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Each right will entitle
the holder of rights to purchase for cash the principal amount of shares of common stock, preferred stock or other securities at
the exercise price provided in the applicable prospectus supplement. Rights may be exercised at any time up to the close of business
on the expiration date for the rights provided in the applicable prospectus supplement.
Holders may exercise rights
as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly completed and
duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement, we
will, as soon as practicable, forward the shares of common stock, preferred stock or other securities, as applicable, purchasable
upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed
securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination
of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.
Rights Agent
The rights agent for any
rights we offer will be set forth in the applicable prospectus supplement.
DESCRIPTION OF UNITS
The following description,
together with the additional information that we include in any applicable prospectus supplement and in any free writing prospectus
that we may authorize to be distributed to you, summarizes the material terms and provisions of the units that we may offer under
this prospectus. While the terms we have summarized below will apply generally to any units that we may offer under this prospectus,
we will describe the particular terms of any series of units in more detail in the applicable prospectus supplement. The terms
of any units offered under a prospectus supplement may differ from the terms described below.
We will incorporate by reference
from reports that we file with the SEC, the form of unit agreement that describes the terms of the series of units we are offering,
and any supplemental agreements, before the issuance of the related series of units. The following summaries of material terms
and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement
and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable prospectus supplements
related to the particular series of units that we may offer under this prospectus, as well as any related free writing prospectuses
and the complete unit agreement and any supplemental agreements that contain the terms of the units.
General
We may issue units consisting
of common stock, preferred stock, one or more debt securities, warrants or rights for the purchase of common stock, preferred stock
and/or debt securities in one or more series in any combination. Each unit will be issued so that the holder of the unit is also
the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of
each security included in the unit. The unit agreement under which a unit is issued may provide that the securities included in
the unit may not be held or transferred separately, at any time or at any time before a specified date.
We will describe in the
applicable prospectus supplement the terms of the series of units being offered, including:
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the designation and terms of the units and of the securities comprising the units, including whether
and under what circumstances those securities may be held or transferred separately;
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any provisions of the governing unit agreement that differ from those described below; and
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any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the
securities comprising the units.
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The provisions described
in this section, as well as those set forth in any prospectus supplement or as described under “Description of Common Stock,”
“Description of Preferred Stock,” “Description of Debt Securities,” “Description of Warrants”
and “Description of Rights” will apply to each unit, as applicable, and to any common stock, preferred stock, debt
security, warrant or right included in each unit, as applicable.
Unit Agent
The name and address of
the unit agent, if any, for any units we offer will be set forth in the applicable prospectus supplement.
Issuance in Series
We may issue units in such
amounts and in such numerous distinct series as we determine.
Enforceability of Rights
by Holders of Units
Each unit agent will act
solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency or trust with
any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit agent will
have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty or
responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without
the consent of the related unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder
under any security included in the unit.
LEGAL OWNERSHIP OF
SECURITIES
We can issue securities
in registered form or in the form of one or more global securities. We describe global securities in greater detail below. We refer
to those persons who have securities registered in their own names on the books that we or any applicable trustee, depositary or
warrant agent maintain for this purpose as the “holders” of those securities. These persons are the legal holders of
the securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered
in their own names, as “indirect holders” of those securities. As we discuss below, indirect holders are not legal
holders, and investors in securities issued in book-entry form or in street name will be indirect holders.
Book-Entry Holders
We may issue securities
in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be represented by
one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other
financial institutions that participate in the depositary’s book-entry system. These participating institutions, which are
referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.
Only the person in whose
name a security is registered is recognized as the holder of that security. Securities issued in global form will be registered
in the name of the depositary or its participants. Consequently, for securities issued in global form, we will recognize only the
depositary as the holder of the securities, and we will make all payments on the securities to the depositary. The depositary passes
along the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial
owners. The depositary and its participants do so under agreements they have made with one another or with their customers; they
are not obligated to do so under the terms of the securities.
As a result, investors in
a global security will not own securities directly. Instead, they will own beneficial interests in a global security, through a
bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest
through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not legal holders,
of the securities.
Street Name Holders
We may terminate a global
security or issue securities in non-global form. In these cases, investors may choose to hold their securities in their own names
or in “street name.” Securities held by an investor in street name would be registered in the name of a bank, broker
or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those securities
through an account he or she maintains at that institution.
For securities held in street
name, we or any applicable trustee or depositary will recognize only the intermediary banks, brokers and other financial institutions
in whose names the securities are registered as the holders of those securities, and we or any applicable trustee or depositary
will make all payments on those securities to them. These institutions pass along the payments they receive to their customers
who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required
to do so. Investors who hold securities in street name will be indirect holders, not holders, of those securities.
Legal Holders
Our obligations, as well
as the obligations of any applicable trustee and of any third parties employed by us or a trustee, run only to the legal holders
of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or
by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no
choice because we are issuing the securities only in global form.
For example, once we make
a payment or give a notice to the legal holder, we have no further responsibility for the payment or notice even if that legal
holder is required, under agreements with its participants or customers or by law, to pass it along to the indirect holders but
does not do so. Similarly, we may want to obtain the approval of the legal holders to amend an indenture, to relieve us of the
consequences of a default or of our obligation to comply with a particular provision of the indenture or for other purposes. In
such an event, we would seek approval only from the legal holders, and not the indirect holders, of the securities. Whether and
how the legal holders contact the indirect holders is up to the legal holders.
Special Considerations
for Indirect Holders
If you hold securities through
a bank, broker or other financial institution, either in book-entry form or in street name, you should check with your own institution
to find out:
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how it handles securities payments and notices;
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whether it imposes fees or charges;
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how it would handle a request for the holders’ consent, if ever required;
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whether and how you can instruct it to send you securities registered in your own name so you can
be a holder, if that is permitted in the future;
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how it would exercise rights under the securities if there were a default or other event triggering
the need for holders to act to protect their interests; and
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if the securities are in book-entry form, how the depositary’s rules and procedures will affect
these matters.
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Global Securities
A global security is
a security that represents one or any other number of individual securities held by a depositary. Generally, all securities represented
by the same global securities will have the same terms.
Each security issued
in book-entry form will be represented by a global security that we issue to, deposit with and register in the name of a financial
institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary.
Unless we specify otherwise in the applicable prospectus supplement, DTC will be the depositary for all securities issued in book-entry
form.
A global security may
not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless
special termination situations arise. We describe those situations below under “Special Situations When a Global Security
Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner
and legal holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests
in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution
that in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented
by a global security will not be a legal holder of the security, but only an indirect holder of a beneficial interest in the global
security.
If the prospectus supplement
for a particular security indicates that the security will be issued in global form only, then the security will be represented
by a global security at all times unless and until the global security is terminated. If termination occurs, we may issue the securities
through another book-entry clearing system or decide that the securities may no longer be held through any book-entry clearing
system.
Special Considerations
for Global Securities
The rights of an indirect
holder relating to a global security will be governed by the account rules of the investor’s financial institution and of
the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of
securities and instead deal only with the depositary that holds the global security.
If securities are issued
only in the form of a global security, an investor should be aware of the following:
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an investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global
certificates for his or her interest in the securities, except in the special situations we describe below;
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an investor will be an indirect holder and must look to his or her own bank, broker or other financial
institution for payments on the securities and protection of his or her legal rights relating to the securities, as we describe
above;
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an investor may not be able to sell interests in the securities to some insurance companies and to
other institutions that are required by law to own their securities in non-book-entry form;
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an investor may not be able to pledge his or her interest in a global security in circumstances where
certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge
to be effective;
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the depositary’s policies, which may change from time to time, will govern payments, transfers,
exchanges and other matters relating to an investor’s interest in a global security;
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we and any applicable trustee have no responsibility for any aspect of the depositary’s actions
or for its records of ownership interests in a global security, nor do we or any applicable trustee supervise the depositary in
any way;
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the depositary may, and we understand that DTC will, require that those who purchase and sell interests
in a global security within its book-entry system use immediately available funds, and your bank, broker or other financial institution
may require you to do so as well; and
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financial institutions that participate in the depositary’s book-entry system, and through which
an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters
relating to the securities.
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There may be more than one financial intermediary in the chain of ownership for an investor. We do
not monitor and are not responsible for the actions of any of those intermediaries.
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Special Situations When
a Global Security Will Be Terminated
In a few special situations
described below, the global security will terminate and interests in it will be exchanged for physical certificates representing
those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor.
Investors must consult their own banks, brokers or other financial institutions to find out how to have their interests in securities
transferred to their own name, so that they will be direct holders. We have described the rights of holders and street name investors
above.
Unless we provide otherwise
in the applicable prospectus supplement, the global security will terminate when the following special situations occur:
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if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary
for that global security and we do not appoint another institution to act as depositary within 90 days;
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if we notify any applicable trustee that we wish to terminate that global security; or
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if an event of default has occurred with regard to securities represented by that global security
and has not been cured or waived.
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The applicable prospectus
supplement may also list additional situations for terminating a global security that would apply only to the particular series
of securities covered by the applicable prospectus supplement. When a global security terminates, the depositary, and not we or
any applicable trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.
PLAN OF DISTRIBUTION
We may sell our securities
from time to time:
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to or through underwriters;
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directly to one or more purchasers;
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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an exchange distribution in accordance with the rules of the applicable exchange; or
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through a combination of any of these methods or any other method permitted by law.
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We may directly solicit
offers to purchase securities, or agents may be designated to solicit such offers. In any applicable prospectus supplement relating
to such offering, we will name any agent that could be viewed as an underwriter under the Securities Act and describe any commissions
that we must pay to any such agent. Any such agent will be acting on a best efforts basis for the period of its appointment or,
if indicated in the applicable prospectus supplement, on a firm commitment basis. This prospectus may be used in connection with
any offering of our securities through any of these methods or other methods described in the applicable prospectus supplement.
The distribution of our
securities may be effected from time to time in one or more transactions:
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at a fixed price, or prices, which may be changed from time to time;
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at market prices prevailing at the time of sale;
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at prices related to such prevailing market prices; or
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Each prospectus supplement
will describe the method of distribution of the securities and any applicable restrictions.
A prospectus supplement
or supplements (and any related free writing prospectus that we may authorize to be provided to you with respect to a particular
offering) will describe the terms of the offering of our securities, including the following:
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the name or names of the agent or any underwriters;
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the public offering or purchase price of the securities or other consideration therefor, and the proceeds,
if any, we will receive from the sale;
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any over-allotment options under which underwriters may purchase additional securities from us;
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any agency fees or underwriting discounts and commissions to be allowed or paid to the agent or underwriters;
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all other items constituting underwriting compensation;
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any discounts and commissions to be allowed or paid to dealers; and
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any securities exchange or market on which the securities will be listed.
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If any underwriters or agents are used
in the sale of our securities in respect of which this prospectus is delivered, we will enter into an underwriting agreement,
sales agreement or other agreement with them at the time of sale to them, and we will set forth in the applicable prospectus supplement
relating to such offering the names of the underwriters or agents and the terms of the related agreement with them.
In connection with the
offering of securities, we may grant to the underwriters an option to purchase additional securities with an additional underwriting
commission, as may be set forth in the applicable prospectus supplement.
If a dealer is used in
the sale of the securities in respect of which the prospectus is delivered, we will sell such securities to the dealer, as principal.
The dealer, who may be deemed to be an “underwriter” as that term is defined in the Securities Act, may then resell
such securities to the public at varying prices to be determined by such dealer at the time of resale.
We may provide agents
and underwriters with indemnification against civil liabilities, including liabilities under the Securities Act, or contribution
with respect to payments that the agents or underwriters may make with respect to those liabilities.
If so indicated in the
applicable prospectus supplement, we will authorize underwriters or other persons acting as agents to solicit offers by certain
institutions to purchase securities from us pursuant to delayed delivery contracts providing for payment and delivery on the date
stated in the applicable prospectus supplement. Each contract will be for an amount not less than, and the aggregate amount of
securities sold pursuant to such contracts shall not be less nor more than, the respective amounts stated in the applicable prospectus
supplement. Institutions with whom the contracts, when authorized, may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable institutions and other institutions. Delayed delivery
contracts will not be subject to any conditions except that:
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the purchase by an institution of the securities covered under that contract shall not at the time
of delivery be prohibited under the laws of the jurisdiction to which that institution is subject; and
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if the securities are also being sold to underwriters acting as principals for their own account,
the underwriters shall have purchased such securities not sold for delayed delivery.
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Offered securities may
also be offered and sold, if so indicated in the applicable prospectus supplement, in connection with a remarketing upon their
purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more remarketing firms,
acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreement,
if any, with us and its compensation will be described in the applicable prospectus supplement. Remarketing firms may be deemed
to be underwriters in connection with their remarketing of offered securities.
Certain agents, underwriters
and dealers, and their associates and affiliates, may be customers of, have borrowing relationships with, engage in other transactions
with, or perform services, including investment banking services, for us or one or more of our respective affiliates in the ordinary
course of business for which they receive compensation.
In order to facilitate
the offering of our securities, any underwriters may engage in transactions that stabilize, maintain or otherwise affect the price
of the securities or any other securities the prices of which may be used to determine payments on such securities. Specifically,
any underwriters may overallot in connection with the offering, creating a short position for their own accounts. In addition,
to cover overallotments or to stabilize the price of the securities or of any such other securities, the underwriters may bid for,
and purchase, the securities or any such other securities in the open market. Finally, in any offering of our securities through
a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for
distributing the securities in the offering if the syndicate repurchases previously distributed securities in transactions to cover
syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market
price of the securities above independent market levels. Any such underwriters are not required to engage in these activities and
may end any of these activities at any time.
We may engage in at the
market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In addition,
we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties
in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives,
the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale
transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to
close out any related open borrowings of stock, and may use securities received in settlement of those derivatives to close out
any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in
this prospectus, will be named in the applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise
loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this
prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short
position to investors in our securities or in connection with a concurrent offering of other securities.
Under Rule 15c6-1
of the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to
any such trade expressly agree otherwise. The applicable prospectus supplement may provide that the original issue date for your
securities may be more than two scheduled business days after the trade date for your securities. Accordingly, in such a case,
if you wish to trade securities on any date prior to the second business day before the original issue date for your securities,
you will be required, by virtue of the fact that your securities initially are expected to settle in more than two scheduled business
days after the trade date for your securities, to make alternative settlement arrangements to prevent a failed settlement.
The specific terms of
any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.
The anticipated date
of delivery of offered securities will be set forth in the applicable prospectus supplement relating to each offer.
LEGAL MATTERS
Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., New York, New York, will pass upon the validity of the securities offered hereby unless otherwise indicated in the
applicable prospectus supplement. Any underwriters will also be advised about the validity of the securities and other legal matters
by their own counsel, which will be named in the applicable prospectus supplement.
EXPERTS
Our consolidated financial statements appearing in our Annual Report on Form 10-K for the years ended December 31, 2018 and 2017, have been audited by Moss Adams LLP, an independent registered
public accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements
have been so incorporated in reliance upon the report of such firm (which report expresses an unqualified opinion and includes
an explanatory paragraph regarding the Company’s going concern uncertainty) given upon their authority as experts in auditing
and accounting.
WHERE YOU CAN FIND
MORE INFORMATION
We are a reporting company and file annual, quarterly and current
reports, proxy statements and other information with the SEC. This prospectus is part of
the registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information
set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of
our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are
a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus
for a copy of such contract, agreement or other document. You may read and copy the registration statement, as well
as our reports, proxy statements and other information, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference room. The SEC
also maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers
that file electronically with the SEC, including SELLAS Life Sciences Group, Inc. The SEC’s Internet site can be found at
www.sec.gov. We maintain a website at www.sellaslife.com. Information found on, or accessible through, our website is not a part
of, and is not incorporated into, this prospectus, or any prospectus supplement, and you should not consider it part of this prospectus
or any prospectus supplement.
INCORPORATION BY REFERENCE
The SEC allows us to incorporate
by reference the information we file with it, which means that we can disclose important information to you by referring you to
another document that we have filed separately with the SEC. You should read the information incorporated by reference because
it is an important part of this prospectus and the applicable prospectus supplement. Information in this prospectus supersedes
information incorporated by reference that we filed with the SEC prior to the date of this prospectus, while information that we
file later with the SEC will automatically update and supersede the information in this prospectus and the applicable prospectus
supplement. We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part
the information or documents listed below that we have filed with the SEC (Commission File No. 001-33958):
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our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019, filed
on May 15, 2019 and August 14, 2019, respectively;
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our Current Reports on Form 8-K, filed with the SEC on January 7, 2019, February 26, 2019, March 6, 2019, May 31, 2019, June 18, 2019, July 2, 2019, July 9, 2019, July 15, 2019, July 18, 2019, and September 10, 2019 (except for
the information furnished under Items 2.02 or 7.01 and the exhibits furnished thereto); and
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We also incorporate by reference
any future filings (other than the portions of current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and
exhibits filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the
SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date of the initial
filing of the registration statement of which this prospectus is a part and prior to effectiveness of such registration statement,
until we file a post-effective amendment that indicates the termination of the offering of the common stock made by this prospectus
and will become a part of this prospectus from the date that such documents are filed with the SEC. Information in such future
filings updates and supplements the information provided in this prospectus and any applicable prospectus supplement. Any statements
in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed
with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed
document modify or replace such earlier statements.
We will furnish without
charge to each person, including any beneficial owner, to whom a prospectus and applicable prospectus supplement is delivered,
upon written or oral request, a copy of any or all of the documents incorporated by reference into this prospectus but not delivered
with the prospectus and applicable prospectus supplement, including exhibits that are specifically incorporated by reference into
such documents. You should direct any requests for documents to SELLAS Life Sciences Group, Inc., Attention: Corporate Secretary,
15 West 38th Street, 10th Floor, New York, New York 10018. Our phone number is (917) 438-4353.
SELLAS LIFE SCIENCES GROUP, INC.
1,189,000 Shares of Common Stock
Pre-Funded Warrants to Purchase 448,800
shares of Common Stock
Warrants to purchase 818,900 shares of
Common Stock
PROSPECTUS SUPPLEMENT
Placement Agent
MAXIM GROUP LLC
January 9, 2020
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