(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. *
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 $150,000,000 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 clinical biopharmaceutical
company focused on developing novel cancer immunotherapeutics for a broad range of cancer 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 January 2020, we commenced in the United States
a Phase 3 clinical trial, the REGAL study, for GPS monotherapy in patients with acute myeloid leukemia, or AML, in the maintenance
setting after achievement of second complete remission, or CRem2, following successful completion of second-line antileukemic therapy.
We expect this study will be used as the basis for submission of a Biologics License Application, or BLA, subject to a statistically significant
and clinically meaningful data outcome and agreement with the U.S. Food & Drug Administration, or the FDA. In the second half of 2020,
we received approval from each of the French and German regulatory authorities to advance the REGAL study in France and Germany, respectively. We
expect approvals from additional European health authorities in early 2021 which will allow us to expand AML patient enrollment for the
REGAL study in Europe. We plan to enroll approximately 116 patients at up to approximately 135 clinical sites primarily in the United
States and Europe with a planned interim safety and futility analysis after 80 events (deaths) which we anticipate will take place in
the first half of 2022, provided that the ongoing COVID-19 pandemic does not significantly adversely impact our projected timeline for
enrollment.
In December 2020, we entered into an exclusive
license agreement with 3D Medicines Inc., a China-based biopharmaceutical company developing next-generation immuno-oncology drugs, for
the development and commercialization of GPS, as well as the Company’s next generation heptavalent immunotherapeutic GPS+, which
is at preclinical stage, across all therapeutic and diagnostic uses in the Greater China territory (mainland China, Hong Kong, Macau and
Taiwan). We have retained sole rights to GPS and GPS+ outside of the Greater China area.
In December 2018, pursuant to a Clinical Trial
Collaboration and Supply Agreement, 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). The tumor type currently being studied is ovarian
cancer (second or third line). We reported initial data from this study in December 2020 and we expect to report further clinical and
immunobiological data by the end of the first half of 2021. We, together with Merck, have determined not to pursue the following indications
as part of the basket study: colorectal cancer, triple negative breast cancer, small cell lung cancer, or SCLC, or AML, and we are exploring
other additional potential indications to investigate in the study.
In February 2020, a Phase I open-label investigator-sponsored
clinical trial of GPS, in combination with Bristol-Myers Squibb’s anti-PD-1 therapy, nivolumab (Opdivo®), in patients with malignant
pleural mesothelioma, or MPM, who harbor relapsed or refractory disease after having received frontline standard of care multimodality
therapy was commenced at MSK. In December 2020, we announced initial data from this study and we expect to report further clinical
and immunobiological data by the end of the first half of 2021.
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, 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 2, or HER2, expressing cancers. Data presented in 2018 from a Phase 2b clinical trial
of the combination of trastuzumab (Herceptin®) plus NPS in HER2 low expressing (1+ or 2+ per immunohistochemistry, or IHC) 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. Following discussions with the FDA and based upon written feedback from the FDA and on the totality
of clinical, safety and translational NPS data to date, we have finalized the design and plan for a Phase 3 registration-enabling study
of NPS in combination with trastuzumab for the treatment of patients with TNBC in the adjuvant setting after standard treatment. If
successful, we believe this study may be considered as the basis for a BLA submission to the FDA. We are seeking out-licensing opportunities
to fund and conduct the future clinical development of NPS in order to maximize the potential of the program and we do not plan to conduct
and fund a Phase 3 program for NPS on our own.
FBP-targeting bivalent vaccine (GALE-301/-302)
In order to prioritize development of our core
assets, we determined to cease development of GALE-301 and GALE-302, cancer immunotherapies that target the E39 peptide derived from the
folate binding protein, or FBP, which were licensed in from The Henry M. Jackson Foundation, or HJF, and the MD Anderson Cancer Center,
or MDACC. We entered into a Termination Agreement with HJF and MDACC in February 2021.
The chart below summarizes the current status
of our clinical development pipeline:
Impact of COVID-19
On March 11, 2020, the World Health
Organization declared the outbreak of a new coronavirus to be a “pandemic”. The COVID-19 pandemic continues to present
substantial public health and economic challenges around the world which have impacted, and will continue to impact, millions of
individuals and business worldwide. Efforts to contain the spread of the coronavirus since March 2020 have led to travel bans and
restrictions, quarantines, shelter-in-place orders and shutdowns. As we have historically functioned operationally as a semi-virtual
company, the transition to “work-from-home” for our employees has not materially altered our business operations. We
have implemented a return-to-work policy in compliance with federal, state and local requirements and guidance which provides for a
hybrid of remote and in-office work, and we expect to operate on such a semi-virtual basis for at least the first half of 2021. We
are continuously monitoring the impact of the pandemic on our clinical development programs. Our Phase 3 REGAL study is progressing,
with the necessary work to activate additional sites in the United States and Europe continuing. Throughout 2020 and early 2021, we
initiated additional sites as planned. However, we have observed that clinical site initiations and patient enrollment may be
delayed due to prioritization of hospital resources towards the COVID-19 pandemic. Clinicians and patients may not be able to comply
with clinical trial protocols if quarantines impede patient movement or interrupt operations at sites. Accordingly, we are uncertain
at this time the extent to which these newly initiated sites will be fully operational, which we believe could have an impact on the
projected timing of the REGAL study. Additionally, several European Union countries in which we plan to initiate clinical sites,
including Germany, France, and Italy, continue to impose restrictions in response to the continued surge in coronavirus cases
throughout the European Union. We believe that the COVID-19 pandemic has not materially impacted our efforts to out-license NPS. The
full extent to which the COVID-19 pandemic directly or indirectly impacts our business, results of operations and financial
condition will depend on future developments that are highly uncertain, subject to change and cannot be predicted with confidence,
including the actions taken to contain or treat COVID-19, the overall duration of the outbreak, the availability, effectiveness and
uptake of vaccines for COVID-19, the emergence of new variants of COVID-19 and whether existing vaccines are effective with respect
to such variants, and the emergence of new geographic hotspots where the coronavirus is spreading more rapidly. In particular, the
continued spread of the coronavirus globally could adversely impact our clinical trial operations and could have an adverse impact
on our business and the financial results.
Recent Developments
Proceeds from Warrant Exercises
Subsequent to December 31, 2020, we received $3.0
million of gross proceeds from the exercise of 830,200 warrants to acquire shares of common stock at a weighted average exercise price
of $3.61.
3D Medicines Milestone Payment
In February 2021, we triggered a milestone in
the amount of $1.0 million related to the completion of a technology transfer plan under our license agreement with 3D Medicines, Inc.
We received payment of this milestone during the first quarter of 2021.
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 Private SELLAS,
and changed our name to “SELLAS Life Sciences Group, Inc.”
Our principal executive offices are located at 7 Times Square, Suite
2503, New York, NY 10036, and our phone number is (646) 200-5278. 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 $150,000,000, 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:
|
·
|
designation or classification;
|
|
·
|
aggregate principal amount or aggregate offering price;
|
|
·
|
maturity date, if applicable;
|
|
·
|
original issue discount, if any;
|
|
·
|
rates and times of payment of interest or dividends, if any;
|
|
·
|
redemption, conversion, exercise, exchange or sinking fund terms, if any;
|
|
·
|
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;
|
|
·
|
ranking, if applicable;
|
|
·
|
restrictive covenants, if any;
|
|
·
|
voting or other rights, if any; and
|
|
·
|
material or special U.S. federal income tax considerations, if any.
|
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:
|
·
|
the names of those agents or underwriters;
|
|
·
|
applicable fees, discounts and commissions to be paid to them;
|
|
·
|
details regarding over-allotment options, if any; and
|
|
·
|
the estimated net proceeds to us.
|
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.”
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:
|
·
|
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;
|
|
·
|
our ability to continue as a going concern;
|
|
·
|
our ability to obtain the substantial additional financing necessary to achieve our goals;
|
|
·
|
whether we will generate revenues and achieve profitability in the future;
|
|
·
|
the ability of investors to evaluate the success of our business and to assess our future viability given our limited operating history;
|
|
·
|
our expectations regarding our continuing to incur significant operating and non-operating expenses;
|
|
·
|
the impact of the COVID-19 pandemic;
|
|
·
|
the initiation of legal or administrative actions against us;
|
|
·
|
our ability to use net operating losses to offset future taxable income;
|
|
·
|
our ability to comply with the regulatory and environmental provisions and laws to which we are subject;
|
|
·
|
our ability to obtain regulatory approval of our product candidates;
|
|
·
|
whether the results of our clinical trials will be sufficient to support domestic or global regulatory approvals;
|
|
·
|
the initiation, timing, progress and results of our pre-clinical and clinical trials;
|
|
·
|
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;
|
|
·
|
whether our product development program will uncover all possible adverse events that patients who take our product candidates may
experience;
|
|
·
|
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;
|
|
·
|
our ability to successfully identify, acquire, develop or commercialize new potential product candidates;
|
|
·
|
our ability to realize benefits from strategic alliances that we may form in the future;
|
|
·
|
whether we can continue to rely on third parties to conduct our preclinical studies and clinical trials;
|
|
·
|
whether we can continue to rely on third parties to manufacture our product candidates;
|
|
·
|
whether we can rely on third parties to develop or potentially commercialize some or all of our product candidates;
|
|
·
|
developments or disputes concerning our intellectual property or other proprietary rights;
|
|
·
|
our expectations regarding the potential market size and the size of the patient populations for our product candidates, if approved,
for commercial use;
|
|
·
|
the impact of legislation developments regarding pricing regulations;
|
|
·
|
the implementation of our business model and strategic plans for our business and product candidates;
|
|
·
|
our ability to maintain and establish collaborations or obtain additional funding;
|
|
·
|
the market price and value of our common stock;
|
|
·
|
our ability to compete in the markets we serve; and
|
|
·
|
other factors that may impact our financial results.
|
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:
|
·
|
the net tangible book value per share of our equity securities before and after the offering;
|
|
·
|
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
|
|
·
|
the amount of the immediate dilution from the public offering price which will be absorbed by such purchasers.
|
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 December 31, 2020, there were:
|
·
|
14,254,554 shares of common stock outstanding;
|
|
·
|
0 shares of preferred stock outstanding;
|
|
·
|
207,520 shares of common stock issuable upon exercise of outstanding options;
|
|
·
|
170,000 shares of common stock issuable upon vesting of outstanding restricted stock units; and
|
|
·
|
warrants outstanding for the purchase of an aggregate of 1,391,650 shares of common stock.
|
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:
|
·
|
the title and stated value;
|
|
·
|
the number of shares we are offering;
|
|
·
|
the liquidation preference per share;
|
|
·
|
the dividend rate, period and payment date and method of calculation for dividends;
|
|
·
|
whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;
|
|
·
|
the procedures for any auction and remarketing;
|
|
·
|
the provisions for a sinking fund;
|
|
·
|
the provisions for redemption or repurchase and any restrictions on our ability to exercise those redemption and repurchase rights;
|
|
·
|
any listing of the preferred stock on any securities exchange or market;
|
|
·
|
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;
|
|
·
|
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;
|
|
·
|
voting rights of the preferred stock;
|
|
·
|
restrictions on transfer, sale or other assignment;
|
|
·
|
whether interests in the preferred stock will be represented by depositary shares;
|
|
·
|
a discussion of material or special U.S. federal income tax considerations applicable to the preferred stock;
|
|
·
|
the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up
our affairs;
|
|
·
|
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
|
|
·
|
any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock.
|
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 2023. 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 April 15, 2021, the closing price of our common stock was $7.89 per share. As of April 13, 2021, we had approximately
17 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:
|
·
|
the title of the series of debt securities;
|
|
·
|
any limit upon the aggregate principal amount that may be issued;
|
|
·
|
the maturity date or dates;
|
|
·
|
the form of the debt securities of the series;
|
|
·
|
the applicability of any guarantees;
|
|
·
|
whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;
|
|
·
|
whether the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms
of any subordination;
|
|
·
|
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;
|
|
·
|
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;
|
|
·
|
our right, if any, to defer payment of interest and the maximum length of any such deferral period;
|
|
·
|
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;
|
|
·
|
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;
|
|
·
|
the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple
thereof;
|
|
·
|
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;
|
|
·
|
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;
|
|
·
|
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;
|
|
·
|
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;
|
|
·
|
additions to or changes in the covenants applicable to the particular debt securities being issued, including, among others, the consolidation,
merger or sale covenant;
|
|
·
|
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;
|
|
·
|
additions to or changes in or deletions of the provisions relating to covenant defeasance and legal defeasance;
|
|
·
|
additions to or changes in the provisions relating to satisfaction and discharge of the indenture;
|
|
·
|
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;
|
|
·
|
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;
|
|
·
|
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;
|
|
·
|
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;
|
|
·
|
any restrictions on transfer, sale or assignment of the debt securities of the series; and
|
|
·
|
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.
|
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:
|
·
|
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;
|
|
·
|
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;
|
|
·
|
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
|
|
·
|
if specified events of bankruptcy, insolvency or reorganization occur.
|
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:
|
·
|
the direction so given by the holder is not in conflict with any law or the applicable indenture; and
|
|
·
|
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.
|
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:
|
·
|
the holder has given written notice to the trustee of a continuing event of default with respect to that series;
|
|
·
|
the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request,
|
|
·
|
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
|
|
·
|
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.
|
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:
|
·
|
to cure any ambiguity, defect or inconsistency in the indenture or in the debt securities of any series;
|
|
·
|
to comply with the provisions described above under “Description of Debt Securities—Consolidation, Merger or Sale;”
|
|
·
|
to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
|
|
·
|
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;
|
|
·
|
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;
|
|
·
|
to make any change that does not adversely affect the interests of any holder of debt securities of any series in any material respect;
|
|
·
|
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;
|
|
·
|
to evidence and provide for the acceptance of appointment under any indenture by a successor trustee; or
|
|
·
|
to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture Act.
|
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:
|
·
|
extending the fixed maturity of any debt securities of any series;
|
|
·
|
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
|
|
·
|
reducing the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification
or waiver.
|
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:
|
·
|
register the transfer or exchange of debt securities of the series;
|
|
·
|
replace stolen, lost or mutilated debt securities of the series;
|
|
·
|
pay principal of and premium and interest on any debt securities of the series;
|
|
·
|
maintain paying agencies;
|
|
·
|
hold monies for payment in trust;
|
|
·
|
recover excess money held by the trustee;
|
|
·
|
compensate and indemnify the trustee; and
|
|
·
|
appoint any successor trustee.
|
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:
|
·
|
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
|
|
·
|
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.
|
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:
|
·
|
the offering price and aggregate number of warrants offered;
|
|
·
|
the currency for which the warrants may be purchased;
|
|
·
|
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;
|
|
·
|
the date on and after which the warrants and the related securities will be separately transferable;
|
|
·
|
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;
|
|
·
|
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;
|
|
·
|
the amount of warrants or rights outstanding;
|
|
·
|
the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants;
|
|
·
|
the terms of any rights to redeem or call the warrants;
|
|
·
|
the terms of any rights to force the exercise of the warrants;
|
|
·
|
any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
|
|
·
|
the dates on which the right to exercise the warrants will commence and expire;
|
|
·
|
the manner in which the warrant agreements and warrants may be modified;
|
|
·
|
a discussion of material or special U.S. federal income tax considerations of holding or exercising the warrants;
|
|
·
|
the terms of the securities issuable upon exercise of the warrants; and
|
|
·
|
any other specific terms, preferences, rights or limitations of or restrictions on the warrants.
|
Before exercising their warrants, holders of warrants will not have
any of the rights of holders of the securities purchasable upon such exercise, including:
|
·
|
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
|
|
·
|
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.
|
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:
|
·
|
the date of determining the stockholders entitled to the rights distribution;
|
|
·
|
the aggregate number of shares of common stock, preferred stock or other securities purchasable upon exercise of the rights;
|
|
·
|
the aggregate number of rights issued;
|
|
·
|
whether the rights are transferrable and the date, if any, on and after which the rights may be separately transferred;
|
|
·
|
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;
|
|
·
|
the method by which holders of rights will be entitled to exercise;
|
|
·
|
the conditions to the completion of the offering, if any;
|
|
·
|
the withdrawal, termination and cancellation rights, if any;
|
|
·
|
whether there are any backstop or standby purchaser or purchasers and the terms of their commitment, if any;
|
|
·
|
whether stockholders are entitled to oversubscription rights, if any;
|
|
·
|
any applicable material U.S. federal income tax considerations; and
|
|
·
|
any other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of
the rights, as applicable.
|
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:
|
·
|
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;
|
|
·
|
any provisions of the governing unit agreement that differ from those described below; and
|
|
·
|
any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units.
|
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:
|
·
|
how it handles securities payments and notices;
|
|
·
|
whether it imposes fees or charges;
|
|
·
|
how it would handle a request for the holders’ consent, if ever required;
|
|
·
|
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;
|
|
·
|
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
|
|
·
|
if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.
|
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:
|
·
|
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;
|
|
·
|
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;
|
|
·
|
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;
|
|
·
|
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;
|
|
·
|
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;
|
|
·
|
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;
|
|
·
|
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
|
|
·
|
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.
|
|
·
|
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.
|
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:
|
·
|
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;
|
|
·
|
if we notify any applicable trustee that we wish to terminate that global security; or
|
|
·
|
if an event of default has occurred with regard to securities represented by that global security and has not been cured or waived.
|
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:
|
·
|
to or through underwriters;
|
|
·
|
directly to one or more purchasers;
|
|
·
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
·
|
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;
|
|
·
|
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
·
|
an exchange distribution in accordance with the rules of the applicable exchange; or
|
|
·
|
through a combination of any of these methods or any other method permitted by law.
|
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:
|
·
|
at a fixed price, or prices, which may be changed from time to time;
|
|
·
|
at market prices prevailing at the time of sale;
|
|
·
|
at prices related to such prevailing market prices; or
|
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:
|
·
|
the name or names of the agent or any underwriters;
|
|
·
|
the public offering or purchase price of the securities or other consideration therefor, and the proceeds, if any, we will receive
from the sale;
|
|
·
|
any over-allotment options under which underwriters may purchase additional securities from us;
|
|
·
|
any agency fees or underwriting discounts and commissions to be allowed or paid to the agent or underwriters;
|
|
·
|
all other items constituting underwriting compensation;
|
|
·
|
any discounts and commissions to be allowed or paid to dealers; and
|
|
·
|
any securities exchange or market on which the securities will be listed.
|
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:
|
·
|
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
|
|
·
|
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.
|
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 year ended December 31, 2020, 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 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):
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, 7 Times Square, Suite 2503, New York, NY 10036. Our phone number is (646) 200-5278.
The information in this prospectus supplement is
not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange
Commission is effective. This prospectus supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.
Subject to Completion,
dated April 16, 2021.
PROSPECTUS SUPPLEMENT
(To prospectus dated April , 2021)
SELLAS LIFE SCIENCES GROUP, INC.
Up to $50,000,000
Common Stock
SELLAS
Life Sciences Group, Inc. has entered into a Controlled Equity OfferingSM Sales Agreement,
or the Sales Agreement, with Cantor Fitzgerald & Co., or Cantor, relating to the potential sale of shares of our common stock, par
value $0.0001 per share. Pursuant to this prospectus supplement, in accordance with the terms of the Sales Agreement, we may offer and
sell shares of our common stock having an aggregate offering price of up to $50,000,000 from time to time through or to Cantor acting
as agent or principal.
Sales of our common stock,
if any, under this prospectus supplement and the accompanying prospectus, will be made in sales deemed to be “at the market offerings”,
as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. Cantor will use its reasonable best efforts
to sell on our behalf all the shares of common stock requested to be sold by us, consistent with its normal trading and sales practices,
on mutually agreed terms between Cantor and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
We provide more information about how the shares of common stock will be sold in the section entitled “Plan of Distribution.”
Cantor will be entitled to
compensation at a fixed commission rate of 3.0% of the gross proceeds of each sale of shares of our common stock. In connection with the
sale of shares of our common stock on our behalf, Cantor will be deemed to be an “underwriter” within the meaning of the Securities
Act and the compensation of Cantor will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification
and contribution to Cantor with respect to certain liabilities, including liabilities under the Securities Act.
Our common stock is traded on Nasdaq under the
symbol “SLS.” On April 15, 2021, the last reported sale price of our common stock was $7.89 per share.
Investing in our common stock involves a high
degree of risk. See “Risk Factors” beginning on page S-7 of this prospectus supplement, page 7 of the accompanying prospectus
and under similar headings in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Cantor
The date of this prospectus supplement is ,
2021
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
SUPPLEMENT
References in this prospectus
supplement, the accompanying prospectus and the documents incorporated by reference herein or therein, to the “Company,” “our,”
“us” or “we” refer to SELLAS Life Sciences Group, Inc.
This sales agreement prospectus
supplement is part of a registration statement that we have filed with the U.S. Securities and Exchange Commission, or the SEC, utilizing
a “shelf” registration process. By using a shelf registration statement, we may offer shares of our common stock having an
aggregate offering price of up to $50,000,000 from time to time under this prospectus supplement at prices and on terms to be determined
by market conditions at the time of offering.
We provide information to
you about this offering of our common stock in two separate documents that are bound together: (1) this sales agreement prospectus
supplement, which describes the specific details regarding this offering; and (2) the accompanying base prospectus, which provides
general information, some of which may not apply to this offering. Generally, when we refer to this “prospectus supplement,”
we are referring to both documents combined. If information in this prospectus supplement is inconsistent with the accompanying base prospectus,
you should rely on this prospectus supplement. To the extent there is a conflict between the information contained in this prospectus
supplement, on the one hand, and the information contained in any document incorporated by reference in this prospectus supplement, on
the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent
with a statement in another document having a later date—for example, a document incorporated by reference in this prospectus supplement—the
statement in the document having the later date modifies or supersedes the earlier statement. You should read this sales agreement prospectus
supplement and the accompanying base prospectus together with the additional information described under the headings “Where You
Can Find More Information” and “Incorporation of Certain Information by Reference” before investing in our common stock.
We note that the representations,
warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein
were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among
the parties to such agreement, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations,
warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should
not be relied on as accurately representing the current state of our affairs.
Unless otherwise indicated,
all references to “dollars” and “$” in this prospectus supplement, the accompanying base prospectus and documents
incorporated by reference herein and therein, are to amounts presented in United States dollars. Financial information presented in this
prospectus supplement, the accompanying base prospectus and the documents incorporated by reference herein and therein that is derived
from the Company’s financial statements is prepared in accordance with accounting principles generally accepted in the United States.
We have authorized only
the information contained or incorporated by reference in this prospectus supplement, the accompanying base prospectus, and any free writing
prospectus prepared by or on behalf of us or to which we have referred you. We have not, and Cantor has not, authorized anyone to provide
you with information that is different. We and Cantor take no responsibility for, and can provide no assurance as to the reliability of,
any information that others may give you. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where
offers and sales are permitted. The information contained in or incorporated by reference in this document is accurate only as of the
date such information was issued, regardless of the time of delivery of this prospectus supplement or the date of any sale of our common
stock.
This prospectus supplement,
the accompanying prospectus and the information incorporated by reference includes trademarks, service marks and trade names owned by
us or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus supplement
or the accompanying prospectus are the property of their respective owners.
PROSPECTUS SUPPLEMENT
SUMMARY
This summary highlights selected information
contained elsewhere in this prospectus supplement, the accompanying base prospectus and in the documents we incorporate by reference.
This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire
prospectus supplement and the accompanying base prospectus carefully, including the risks of investing in our common stock discussed under
“Risk Factors” beginning on page S-7 of this prospectus supplement and page 7 of the accompanying base prospectus as well
as those described in our Annual Report on Form 10-K for the year ended December 31, 2020, subsequent Quarterly Reports on Form 10-Q,
and any amendment or update thereto reflected in subsequent filings with the SEC, which are
incorporated by reference in this prospectus supplement, along with our consolidated financial statements and notes to those consolidated
financial statements and the other information incorporated by reference in this prospectus supplement and the accompanying base prospectus,
before making an investment decision. If you invest in our common stock, you are assuming a high degree of risk.
Company Overview
We are a late-stage clinical biopharmaceutical
company focused on developing novel cancer immunotherapeutics for a broad range of cancer 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 January 2020, we commenced in the United States
a Phase 3 clinical trial, the REGAL study, for GPS monotherapy in patients with acute myeloid leukemia, or AML, in the maintenance
setting after achievement of second complete remission, or CRem2, following successful completion of second-line antileukemic therapy.
We expect this study will be used as the basis for submission of a Biologics License Application, or BLA, subject to a statistically significant
and clinically meaningful data outcome and agreement with the U.S. Food & Drug Administration, or the FDA. In the second half of 2020,
we received approval from each of the French and German regulatory authorities to advance the REGAL study in France and Germany, respectively. We
expect approvals from additional European health authorities in early 2021 which will allow us to expand AML patient enrollment for the
REGAL study in Europe. We plan to enroll approximately 116 patients at up to approximately 135 clinical sites primarily in the United
States and Europe with a planned interim safety and futility analysis after 80 events (deaths) which we anticipate will take place in
the first half of 2022, provided that the ongoing COVID-19 pandemic does not significantly adversely impact our projected timeline for
enrollment.
In December 2020, we entered into an exclusive
license agreement with 3D Medicines Inc., a China-based biopharmaceutical company developing next-generation immuno-oncology drugs, for
the development and commercialization of GPS, as well as the Company’s next generation heptavalent immunotherapeutic GPS+, which
is at preclinical stage, across all therapeutic and diagnostic uses in the Greater China territory (mainland China, Hong Kong, Macau and
Taiwan). We have retained sole rights to GPS and GPS+ outside of the Greater China area.
In December 2018, pursuant to a Clinical Trial
Collaboration and Supply Agreement, 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). The tumor type currently being studied is ovarian
cancer (second or third line). We reported initial data from this study in December 2020 and we expect to report further clinical and
immunobiological data by the end of the first half of 2021. We, together with Merck, have determined not to pursue the following indications
as part of the basket study: colorectal cancer, triple negative breast cancer, small cell lung cancer, or SCLC, or AML, and we are exploring
other additional potential indications to investigate in the study.
In February 2020, a Phase I open-label
investigator-sponsored clinical trial of GPS, in combination with Bristol-Myers Squibb’s anti-PD-1 therapy, nivolumab
(Opdivo®), in patients with malignant pleural mesothelioma, or MPM, who harbor relapsed or refractory disease after having
received frontline standard of care multimodality therapy was commenced at MSK. In December 2020, we announced initial data
from this study and we expect to report further clinical and immunobiological data by the end of the first half of 2021.
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, 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 2, or HER2, expressing cancers. Data presented in 2018 from a Phase 2b clinical trial
of the combination of trastuzumab (Herceptin®) plus NPS in HER2 low expressing (1+ or 2+ per immunohistochemistry, or IHC) 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. Following discussions with the FDA and based upon written feedback from the FDA and on the totality
of clinical, safety and translational NPS data to date, we have finalized the design and plan for a Phase 3 registration-enabling study
of NPS in combination with trastuzumab for the treatment of patients with TNBC in the adjuvant setting after standard treatment. If
successful, we believe this study may be considered as the basis for a BLA submission to the FDA. We are seeking out-licensing opportunities
to fund and conduct the future clinical development of NPS in order to maximize the potential of the program and we do not plan to conduct
and fund a Phase 3 program for NPS on our own.
FBP-targeting bivalent vaccine (GALE-301/-302)
In order to prioritize development of our core
assets, we determined to cease development of GALE-301 and GALE-302, cancer immunotherapies that target the E39 peptide derived from the
folate binding protein, or FBP, which were licensed in from The Henry M. Jackson Foundation, or HJF, and the MD Anderson Cancer Center,
or MDACC. We entered into a Termination Agreement with HJF and MDACC in February 2021.
The chart below summarizes the current status
of our clinical development pipeline:
Impact of COVID-19
On March 11, 2020, the World Health
Organization declared the outbreak of a new coronavirus to be a “pandemic”. The COVID-19 pandemic continues to present
substantial public health and economic challenges around the world which have impacted, and will continue to impact, millions of
individuals and business worldwide. Efforts to contain the spread of the coronavirus since March 2020 have led to travel bans and
restrictions, quarantines, shelter-in-place orders and shutdowns. As we have historically functioned operationally as a semi-virtual
company, the transition to “work-from-home” for our employees has not materially altered our business operations. We
have implemented a return-to-work policy in compliance with federal, state and local requirements and guidance which provides for a
hybrid of remote and in-office work, and we expect to operate on such a semi-virtual basis for at least the first half of 2021. We
are continuously monitoring the impact of the pandemic on our clinical development programs. Our Phase 3 REGAL study is progressing,
with the necessary work to activate additional sites in the United States and Europe continuing. Throughout 2020 and early 2021, we
initiated additional sites as planned. However, we have observed that clinical site initiations and patient enrollment may be
delayed due to prioritization of hospital resources towards the COVID-19 pandemic. Clinicians and patients may not be able to comply
with clinical trial protocols if quarantines impede patient movement or interrupt operations at sites. Accordingly, we are uncertain
at this time the extent to which these newly initiated sites will be fully operational, which we believe could have an impact on the
projected timing of the REGAL study. Additionally, several European Union countries in which we plan to initiate clinical sites,
including Germany, France, and Italy, continue to impose restrictions in response to the continued surge in coronavirus cases
throughout the European Union. We believe that the COVID-19 pandemic has not materially impacted our efforts to out-license NPS. The
full extent to which the COVID-19 pandemic directly or indirectly impacts our business, results of operations and financial
condition will depend on future developments that are highly uncertain, subject to change and cannot be predicted with confidence,
including the actions taken to contain or treat COVID-19, the overall duration of the outbreak, the availability, effectiveness and
uptake of vaccines for COVID-19, the emergence of new variants of COVID-19 and whether existing vaccines are effective with respect
to such variants, and the emergence of new geographic hotspots where the coronavirus is spreading more rapidly. In particular, the
continued spread of the coronavirus globally could adversely impact our clinical trial operations and could have an adverse impact
on our business and the financial results.
Recent Developments
Proceeds from Warrant Exercises
Subsequent to December 31, 2020, we received $3.0
million of gross proceeds from the exercise of 830,200 warrants to acquire shares of common stock at a weighted average exercise price
of $3.61.
3D Medicines Milestone Payment
In February 2021, we triggered a milestone in
the amount of $1.0 million related to the completion of a technology transfer plan under our license agreement with 3D Medicines, Inc.
We received payment of this milestone during the first quarter of 2021.
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 Private SELLAS,
and changed our name to “SELLAS Life Sciences Group, Inc.”
Our principal executive offices are located at
7 Times Square, Suite 2503, New York, NY 10036, and our phone number is (646) 200-5278. 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 OFFERING
Issuer
|
SELLAS Life Sciences Group, Inc.
|
Common Stock to be offered by us pursuant to this prospectus supplement
|
Shares of our common stock having an aggregate offering price of up
to $50,000,000, or up to 6,337,135 shares, assuming sales at a price of $7.89 per share, which was the last reported price of our common
stock on Nasdaq on April 15, 2021. The actual number of shares issued in connection with this offering will vary depending on how many
shares of common stock we choose to sell and the prices at which such sales occur.
|
Common Stock outstanding prior to this offering
|
14,254,554 shares of common stock.
|
Common Stock to be outstanding after this offering
|
Up to approximately 20,591,689 shares of common stock, assuming sales
of 6,337,135 shares at a price of $7.89 per share, which was the last reported price of our common stock on Nasdaq on April 15, 2021.
The actual number of shares issued in connection with this offering will vary depending on how many shares of common stock we choose to
sell and the prices at which such sales occur.
|
Nasdaq Symbol
|
SLS
|
Manner of offering
|
Sales of shares of our common stock, if any, will be made pursuant to the terms of the Controlled Equity OfferingSM Sales Agreement between us and Cantor. Sales of the shares will be made in sales deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act. Cantor will act as agent or principal and will use reasonable best efforts to sell on our behalf all of the shares of common stock requested to be sold by us, consistent with its normal trading and sales practices. See “Plan of Distribution.”
|
Use of Proceeds
|
We plan to use the net proceeds from this offering, if any, for clinical development, working capital and general corporate purposes. See “Use of Proceeds.”
|
Risk Factors
|
Investing in our common stock involves substantial risk. You should
read the “Risk Factors” section of this prospectus supplement beginning on page S-7, page 7 of the accompanying base prospectus
and the “Risk Factors” sections in our Annual Report on Form 10-K for the year ended December 31, 2020, as well as other reports
filed with the SEC and which are incorporated by reference, for a discussion of factors to consider carefully before deciding to invest
in shares of our common stock.
|
|
|
Unless we indicate otherwise,
all information in this prospectus is based on 14,254,554 shares of common stock outstanding as of December 31, 2020 and excludes:
|
·
|
1,391,650 shares of common stock issuable as of the date hereof upon
the exercise of common stock warrants outstanding as of December 31, 2020 that have not been exercised as of December 31, 2020, at a weighted
average exercise price of $27.75 per share;
|
|
·
|
830,200 shares of common stock issued subsequent to December 31, 2020
upon the exercise of common stock warrants outstanding as of December 31, 2020, at a weighted average exercise price of $3.61 per share;
|
|
·
|
207,520 shares of common stock issuable upon the exercise of stock
options outstanding as of December 31, 2020 at a weighted-average exercise price of $13.38 per share;
|
|
·
|
170,000 shares of common stock issuable upon settlement of outstanding
restricted stock units (RSUs);
|
|
·
|
100,689 shares of common stock available for future issuance under
the 2019 Equity Incentive Plan as of December 31, 2020; and
|
|
·
|
8,302 shares of common stock available for future issuance under the
Employee Stock Purchase Plan as of December 31, 2020.
|
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus supplement
and the base prospectus and the documents incorporated by reference herein and therein contain forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange
Act. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance
or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking
statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject
to risks, uncertainties and other important factors. We discuss many of these risks, uncertainties and other important factors in greater
detail under the heading “Risk Factors” below, including those reports incorporated by reference. Because these risk factors
could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, you should
not place undue reliance on any such forward-looking statements.
Further, these forward-looking
statements represent our estimates and assumptions only as of the date such forward-looking statements are made. You should carefully
read this prospectus supplement and future prospectus supplements, together with the information incorporated by reference, completely
and with the understanding that our actual future results may be materially different from what we expect. We can give no assurances that
any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our business,
results of operations and financial condition. Any forward-looking statement speaks only as of the date on which it is made and we undertake
no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made
or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which
will arise. We cannot assess the impact of each factor 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 any forward-looking statements. Any statements in this prospectus supplement,
the base prospectus and the information incorporated herein and therein by reference about our expectations, beliefs, plans, objectives,
assumptions or future events or performance that are not historical facts are forward-looking statements. You can identify these forward-looking
statements by the use of words or phrases such as “believe,” “may,” “could,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,”
“should,” or “would,” and similar expressions intended to identify forward-looking statements.
Among the factors that could
cause actual results to differ materially from those indicated in the forward-looking statements are risks and uncertainties inherent
in our business including, without limitation:
|
·
|
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;
|
|
·
|
our ability to continue as a going concern;
|
|
·
|
our ability to obtain the substantial additional financing necessary to achieve our goals;
|
|
·
|
whether we will generate revenues and achieve profitability in the future;
|
|
·
|
the ability of investors to evaluate the success of our business and to assess our future viability given our limited operating history;
|
|
·
|
our expectations regarding our continuing to incur significant operating and non-operating expenses;
|
|
·
|
the impact of the COVID-19 pandemic;
|
|
·
|
the initiation of legal or administrative actions against us;
|
|
·
|
our ability to use net operating losses to offset future taxable income;
|
|
·
|
our ability to comply with the regulatory and environmental provisions and laws to which we are subject;
|
|
·
|
our ability to obtain regulatory approval of our product candidates;
|
|
·
|
whether the results of our clinical trials will be sufficient to support domestic or global regulatory approvals;
|
|
·
|
the initiation, timing, progress and results of our pre-clinical and clinical trials;
|
|
·
|
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;
|
|
·
|
whether our product development program will uncover all possible adverse events that patients who take our product candidates may
experience;
|
|
·
|
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;
|
|
·
|
our ability to successfully identify, acquire, develop or commercialize new potential product candidates;
|
|
·
|
our ability to realize benefits from strategic alliances that we may form in the future;
|
|
·
|
whether we can continue to rely on third parties to conduct our preclinical studies and clinical trials;
|
|
·
|
whether we can continue to rely on third parties to manufacture our product candidates;
|
|
·
|
whether we can rely on third parties to develop or potentially commercialize some or all of our product candidates;
|
|
·
|
developments or disputes concerning our intellectual property or other proprietary rights;
|
|
·
|
our expectations regarding the potential market size and the size of the patient populations for our product candidates, if approved,
for commercial use;
|
|
·
|
the impact of legislation developments regarding pricing regulations;
|
|
·
|
the implementation of our business model and strategic plans for our business and product candidates;
|
|
·
|
our ability to maintain and establish collaborations or obtain additional funding;
|
|
·
|
the market price and value of our common stock;
|
|
·
|
our ability to compete in the markets we serve; and
|
|
·
|
other factors that may impact our financial results.
|
Because forward-looking statements
are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control,
you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our
forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking
statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is
not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly
update or revise any forward-looking statements contained or incorporated in this prospectus supplement and the accompanying base prospectus,
whether as a result of any new information, future events, changed circumstances or otherwise.
This prospectus and the documents
incorporated by reference herein also refer to estimates and other statistical data made by independent parties and by us relating to
market size and growth and other data about our industry. This data involves a number of assumptions and limitations, and you are cautioned
not to give undue weight to such estimates. In addition, projections, assumptions and estimates of our future performance and the future
performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk.
RISK FACTORS
Investment in our
common stock involves a high degree of risk. In addition to the other information included or incorporated by reference in this
prospectus supplement and the accompanying prospectus, you should carefully consider the risks described below and in the section
entitled “Risk Factors” in our Annual Report on Form 10-K for our most recent fiscal year filed with the Securities and
Exchange Commission, subsequent Quarterly Reports on Form 10-Q, any amendment or update thereto reflected in subsequent filings with
the SEC, and in other reports we file with the Securities and Exchange Commission that are incorporated by reference herein, before
making an investment decision. The following risks are presented as of the date of this prospectus supplement and we expect that these
will be updated from time to time in our periodic and current reports filed with the Securities and Exchange Commission, which will
be incorporated herein by reference. Please refer to these subsequent reports for additional information relating to the risks
associated with investing in our common stock.
The risks and uncertainties
described therein and below could materially adversely affect our business, operating results and financial condition, as well as cause
the value of our common stock to decline. You may lose all or part of your investment as a result. You should also refer to the other
information contained in this prospectus supplement and the accompanying prospectus, or incorporated by reference, including our financial
statements and the notes to those statements, and the information set forth under the caption “Special Note Regarding Forward-Looking
Statements.” Our actual results could differ materially from those anticipated in these forward-looking statements as a result of
certain factors, including the risks mentioned below. Forward-looking statements included in this prospectus supplement are based on information
available to us on the date hereof, and all forward-looking statements in documents incorporated by reference are based on information
available to us as of the date of such documents. We disclaim any intent to update any forward-looking statements. The risks described
below and contained in our Annual Report on Form 10-K, Form 10-Q and in our other periodic reports are not the only ones that we face.
Additional risks not presently known to us or that we currently deem immaterial may also affect our business operations.
Risks Related to this Offering
We will have broad discretion in how we
use the proceeds, and we may use the proceeds in ways in which you and other stockholders may disagree.
We plan to use the net proceeds
from the offering towards activities listed in “Use of Proceeds.” Pending these uses, we intend to invest the net proceeds
in investment grade, interest bearing securities. Our management will have broad discretion in the application of the proceeds from this
offering and could spend the proceeds in ways that do not necessarily improve our operating results or enhance the value of our common
stock.
You may experience immediate dilution in
the book value per share of the common stock purchased in the offering.
The shares sold in this offering, if any, will
be sold from time to time at various prices. However, we expect that the offering price of our common stock will be substantially higher
than the net tangible book value per share of our outstanding common stock. After giving effect to the assumed sale of shares of our common
stock in the aggregate amount of $50,000,000 at an assumed offering price of $7.89 per share, the last reported sale price of our common
stock on April 15, 2021 on the Nasdaq Capital Market, and after deducting commissions and estimated offering expenses, our as adjusted
net tangible book value as of December 31, 2020 would have been approximately $71.8 million, or approximately $ 3.35 per share. This
would represent an immediate increase in net tangible book value of approximately $ 1.80 per share to our existing stockholders and an
immediate dilution in as adjusted net tangible book value of approximately $ 4.54 per share to purchasers of our common stock in this
offering.
You may experience future dilution as a
result of future equity offerings.
In order to raise additional
capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our
common stock at prices that may not be the same as the prices per share in this offering. We may sell shares or other securities in any
other offering at a price per share that is less than the prices per share paid by investors in this offering, and investors purchasing
shares or other securities in the future could have rights superior to existing shareholders. The price per share at which we sell additional
shares of our common stock, or securities convertible or exchangeable into shares of our common stock, in future transactions may be higher
or lower than the prices per share paid by investors in this offering.
It is not possible to predict the aggregate
proceeds resulting from sales made under the Sales Agreement.
Subject to certain limitations
in the Sales Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Cantor at any time
throughout the term of the Sales Agreement. The number of shares that are sold through Cantor after delivering a placement notice will
fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with
Cantor in any applicable placement notice, and the demand for our common stock during the sales period. Because the price of each share
sold will fluctuate during the sales period, it is not currently possible to predict the aggregate proceeds to be raised in connection
with those sales.
The common stock offered hereby will be
sold in “at the market offerings”, and investors who buy shares at different times will likely pay different prices.
Investors who purchase shares
in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different
outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares
sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales
price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering
as a result of sales made at prices lower than the prices they paid.
Sales of a significant number of shares
of our common stock in the public markets, or the perception that such sales could occur, could depress the market price of our common
stock.
Sales of a significant number
of shares of our common stock in the public markets, or the perception that such sales could occur as a result of our utilization of our
shelf registration statement, the Sales Agreement or otherwise could depress the market price of our common stock and impair our ability
to raise capital through the sale of additional equity securities. We cannot predict the effect that future sales of our common stock
or the market perception that we are permitted to sell a significant number of our securities would have on the market price of our common
stock.
The market price for our securities may
be volatile, which could result in substantial losses to investors.
The market price of our common
stock has been and is likely to be volatile. This is especially true given the current significant instability in the financial markets.
In addition to general economic, political and market conditions, the price and trading volume of our stock could fluctuate widely in
response to many factors, including:
|
·
|
announcements of the results of clinical trials by us or our competitors;
|
|
·
|
announcements of availability or projections of our products for commercial sale;
|
|
·
|
announcements of legal actions against us and/or settlements or verdicts adverse to us;
|
|
·
|
adverse reactions to products;
|
|
·
|
governmental approvals, delays in expected governmental approvals or withdrawals of any prior governmental
approvals or public or regulatory agency comments regarding the safety or effectiveness of our products, or the adequacy of the procedures,
facilities or controls employed in the manufacture of our products;
|
|
·
|
changes in U.S. or foreign regulatory policy during the period of product development;
|
|
·
|
developments in patent or other proprietary rights, including any third party challenges of our intellectual
property rights;
|
|
·
|
ability to make payments pursuant to any of our current or future license agreements;
|
|
·
|
announcements of technological innovations by us or our competitors;
|
|
·
|
announcements of new products or new contracts by us or our competitors;
|
|
·
|
actual or anticipated variations in our operating results due to the level of development expenses and
other factors;
|
|
·
|
changes in financial estimates by securities analysts and whether our earnings meet or exceed the estimates;
|
|
·
|
conditions and trends in the pharmaceutical and other industries;
|
|
·
|
new accounting standards;
|
|
·
|
overall investment market fluctuation and general economic conditions;
|
|
·
|
restatement of prior financial results;
|
|
·
|
notice of non-compliance with Nasdaq requirements; and
|
|
·
|
occurrence of any of the risks described in these risk factors and the risk factors incorporated by reference
herein.
|
Our common stock is listed for quotation on Nasdaq.
During the fourth quarter of 2020, our common stock traded at a low of $2.45 and a high of $17.66. We expect the price of our common stock
to remain volatile. The average daily trading volume of our common stock varies significantly.
Because we do not intend to declare cash
dividends on our shares of common stock in the foreseeable future, stockholders must rely on appreciation of the value of our common stock
for any return on their investment.
We have never declared or
paid cash dividends on our common stock. We currently anticipate that we will retain future earnings, if any, for the development, operation
and expansion of our business and do not anticipate declaring or paying any cash dividends in the foreseeable future. In addition, the
terms of any existing or future debt agreements may preclude us from paying dividends. As a result, we expect that only appreciation of
the price of our common stock, if any, will provide a return to investors in this offering for the foreseeable future.
USE OF PROCEEDS
We may offer and sell shares
of our common stock pursuant to this prospectus supplement having aggregate sales proceeds of up to $50,000,000 from time to time. The
amount of proceeds we receive, if any, will depend on the actual number of shares of our common stock sold and the market price at which
such shares are sold. There can be no assurance that we will be able to sell any shares or fully utilize the Sales Agreement as a source
of financing. Because there is no minimum offering amount required as a condition to close this offering, the net proceeds to us, if any,
are not determinable at this time.
We currently intend to use
the net proceeds from this offering, if any, primarily for clinical development, working capital and general corporate purposes.
We have broad discretion
in determining how the proceeds of this offering will be used, and our discretion is not limited by the aforementioned possible uses.
Our board of directors believes the flexibility in application of the net proceeds is prudent. See “Risk Factors—Risks Relating
to this Offering— We will have broad discretion in how we use the proceeds, and we may use the proceeds in ways in which you and
other stockholders may disagree.”
DILUTION
If you invest in our
common stock, your interest will be diluted to the extent of the difference between the price per share of our common stock you pay in
this offering and the as adjusted net tangible book value per share of our common stock immediately after this offering.
As of December 31,
2020, our net tangible book value was $20.3 million, or $1.43 per share of common stock. Net tangible book value per share represents
the amount of our total tangible assets less total liabilities, divided by 14,254,554, the number of shares of common stock outstanding
as of December 31, 2020. Our pro forma net tangible book value as of December 31, 2020 was $23.3 million, or $1.55 per share of our
common stock. Pro forma net tangible book value per share represents total tangible assets less total liabilities, divided by the number
of shares of our common stock outstanding as of December 31, 2020, after giving effect to the issuance of 830,200 shares of common stock
upon the exercise of warrants subsequent to December 31, 2020.
After giving effect to
the assumed sale of our common stock in the aggregate amount of $50,000,000 at an assumed offering price of $ 7.89 per share, the last
reported sale price of our common stock on the Nasdaq Capital Market on April 15, 2021, and after deducting commissions and estimated
offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2020 would have been $71.8 million, or
$ 3.35 per share of common stock. This amount would represent an immediate increase in net tangible book value of $ 1.80 per share to
our existing stockholders and an immediate dilution in net tangible book value of approximately $ 4.54 per share to new investors in this
offering.
The following table illustrates
this calculation on a per share basis. The as adjusted information is illustrative only and will adjust based on the actual price to the
public, the actual number of shares sold and other terms of the offering determined at the time shares of our common stock are sold pursuant
to this prospectus. The shares sold in this offering, if any, will be sold from time to time at various prices.
Assumed offering price per share
|
|
|
|
|
|
$
|
7.89
|
|
Net tangible book value per share as of December 31, 2020
|
|
$
|
1.43
|
|
|
|
|
|
Increase in net tangible book value per share attributable pro forma adjustments
|
|
$
|
0.12
|
|
|
|
|
|
Pro forma net tangible book value per share as of December 31, 2020
|
|
$
|
1.55
|
|
|
|
|
|
Increase in net tangible book value per share attributable to this offering
|
|
$
|
1.80
|
|
|
|
|
|
As adjusted net tangible book value per share after this offering
|
|
|
|
|
|
$
|
3.35
|
|
Dilution per share to new investors participating in this offering
|
|
|
|
|
|
$
|
4.54
|
|
The table above assumes
for illustrative purposes that an aggregate of 6,337,135 shares of our common stock are sold pursuant to this prospectus at a price of
$7.89 per share, the last reported sale price of our common stock on the Nasdaq Capital Market on April 15, 2021, for aggregate gross
proceeds of $50.0 million. The shares are being sold from time to time at various prices pursuant to the sales agreement with Cantor.
A $1.00 increase in the assumed offering price of $7.89 per share, which was the last reported sale price of our common stock on the Nasdaq
Capital Market on April 15, 2021, would increase our as adjusted net tangible book value per share by approximately $0.12 and the dilution
per share to purchasers by approximately $0.88, after deducting commissions and estimated offering expenses payable by us. A $1.00 decrease
in the assumed offering price of $7.89 per share would decrease our as adjusted net tangible book value per share by approximately $0.13
and the dilution per share to purchasers by approximately $0.87, after deducting commissions and estimated offering expenses payable by
us.
The above discussion and
table are based on 14,254,554 shares of common stock outstanding as of December 31, 2020 and excludes:
|
·
|
1,391,650 shares of common stock issuable as of the date hereof upon
the exercise of common stock warrants outstanding as of December 31, 2020 that have not been exercised as of December 31, 2020, at a weighted
average exercise price of $27.75 per share;
|
|
·
|
207,520 shares of common stock issuable upon the exercise of stock options outstanding as of December
31, 2020 at a weighted-average exercise price of $13.38 per share;
|
|
·
|
170,000 shares of common stock issuable upon settlement of outstanding restricted stock units (RSUs);
|
|
·
|
100,689 shares of common stock available for future issuance under the 2019 Equity Incentive Plan as of
December 31, 2020; and
|
|
·
|
8,302 shares of common stock available for future issuance under the Employee Stock Purchase Plan as of
December 31, 2020.
|
To the extent that outstanding
options or warrants are exercised, you will experience further dilution. In addition, we may choose to raise additional capital due to
market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To
the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities
may result in further dilution to our stockholders.
PLAN OF DISTRIBUTION
We entered into the Sales Agreement with Cantor
on April 16, 2021, under which we may issue and sell from time to time up to $50,000,000 of our common stock through or to Cantor, as
agent or principal. Sales of our common stock, if any, under the sales agreement will be made at market prices by any method that is deemed
to be an “at the market offering” as defined in Rule 415 under the Securities Act.
Each time we wish to issue
and sell common stock under the sales agreement, we will notify Cantor of the number of shares to be issued, the dates on which such sales
are anticipated to be made and any minimum price below which sales may not be made. Once we have so instructed Cantor, unless Cantor declines
to accept the terms of this notice, Cantor has agreed to use its commercially reasonable efforts consistent with its normal trading and
sales practices to sell such shares up to the amount specified on such terms. The obligations of Cantor under the sales agreement to sell
our common stock are subject to a number of conditions that we must meet.
The settlement between us
and Cantor is generally anticipated to occur on the second trading day following the date on which the sale was made. Sales of our common
stock as contemplated in this prospectus supplement will be settled through the facilities of The Depository Trust Company or by such
other means as we and Cantor may agree upon. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
We will pay Cantor commissions
for its services in acting as agent in the sale of our common stock. Cantor is entitled to compensation at a fixed commission rate of
3.0% of the gross sales price per share sold under the sales agreement. Because there is no minimum offering amount required as a condition
to close this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this
time. We have also agreed to reimburse Cantor for certain specified expenses, including the reasonable and documented fees and disbursements
of its legal counsel in an amount not to exceed $50,000. In connection with the sale of the common stock on our behalf, Cantor will
be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Cantor will be deemed to
be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to Cantor with respect to certain
civil liabilities, including liabilities under the Securities Act. We estimate that the total expenses for the offering, excluding compensation
payable to Cantor under the terms of the sales agreement, will be approximately $150,000.
The offering of common stock
pursuant to this prospectus supplement will terminate upon the earlier of (i) the sale of all common stock provided for in this prospectus
supplement, or (ii) termination of the sales agreement as permitted therein.
This summary of the material
provisions of the sales agreement does not purport to be a complete statement of its terms and conditions. A copy of the sales agreement
is filed with the SEC and are incorporated by reference into the registration statement of which this prospectus supplement is a part.
See “Where You Can Find More Information” below.
Cantor and its
affiliates may in the future provide various investment banking, commercial banking and other financial services for us and our
affiliates, for which services they may in the future receive customary fees. To the extent required by Regulation M under the
Exchange Act, Cantor will not engage in any market making activities involving our common stock while the offering is ongoing under
this prospectus supplement.
This prospectus supplement
in electronic format may be made available on a website maintained by Cantor and Cantor may distribute this prospectus supplement electronically.
LEGAL MATTERS
The validity of the common
stock offered by this prospectus supplement and the accompanying prospectus will be passed upon for us by Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C., New York, New York. Duane Morris LLP, New York, New York, is counsel for Cantor in connection with this offering.
EXPERTS
Our consolidated financial statements appearing
in our Annual Report on Form 10-K for the year ended December 31, 2020, 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 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 supplement 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 supplement 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 supplement
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.
IMPORTANT INFORMATION
INCORPORATED BY REFERENCE
The SEC allows us to “incorporate
by reference” information from other documents that we file with it, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement
and the accompanying prospectus.
We incorporate by reference
into this prospectus supplement and the accompanying base prospectus the information or documents listed below that we have filed with
the SEC, and any future filings we will make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act (other than information
furnished under Item 2.02 or Item 7.01 of Form 8-K) until the offering of the securities under the registration statement is terminated
or completed:
Any statement contained
in this prospectus supplement, the accompanying prospectus or in a document incorporated or deemed to be incorporated by reference
into this prospectus supplement and the accompanying prospectus will be deemed to be modified or superseded for purposes of this
prospectus supplement and the accompanying prospectus to the extent that a statement contained in this prospectus supplement and the
accompanying prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus
supplement and the accompanying prospectus modifies or supersedes the statement. Any statements so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement and the accompanying
prospectus.
We will furnish without charge
to you, on written or oral request, a copy of any or all of the documents incorporated by reference in this prospectus, including exhibits
to these documents. You should direct any requests for documents to SELLAS Life Sciences Group, Inc., Attention: Corporate Secretary,
7 Times Square, Suite 2503, New York, NY 10036. Our phone number is (646) 200-5278.
Up to $50,000,000
Common Stock
PROSPECTUS SUPPLEMENT
Cantor
,
2021
PART II - INFORMATION
NOT REQUIRED IN THE PROSPECTUS
|
Item 14.
|
Other Expenses of Issuance and Distribution
|
The following table sets forth an estimate of the fees and expenses
payable by us, other than underwriting discounts and commissions, in connection with the sale and distribution of the securities being
registered hereby. All the amounts shown are estimates, except for the SEC registration fee.
|
|
Amount
|
|
SEC registration fee
|
|
$
|
13,719.94
|
|
Accounting fees and expenses
|
|
|
(1)
|
|
Legal fees and expenses
|
|
|
(1)
|
|
Transfer agent and registrar fees and expenses
|
|
|
(1)
|
|
Printing and miscellaneous fees and expenses
|
|
|
(1)
|
|
|
|
|
|
|
Total
|
|
$
|
(1)
|
|
|
(1)
|
These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this
time.
|
|
Item 15.
|
Indemnification of Directors and Officers
|
As permitted by Section 102 of the DGCL, we have adopted provisions
in our amended and restated certificate of incorporation and amended and restated bylaws, each as amended, which limit or eliminate the
personal liability of our directors for a breach of their fiduciary duty of care as a director. The duty of care generally requires that,
when acting on behalf of the corporation, directors exercise an informed business judgment based on all material information reasonably
available to them. Consequently, a director will not be personally liable to us or our stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability for:
|
·
|
any breach of the director’s duty of loyalty to us or our stockholders;
|
|
·
|
any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
|
|
·
|
any act related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or
|
|
·
|
any transaction from which the director derived an improper personal benefit.
|
These limitations of liability do not affect the availability of equitable
remedies such as injunctive relief or rescission. Our amended and restated certificate of incorporation also authorizes us to indemnify
our officers, directors and other agents to the fullest extent permitted under Delaware law.
As permitted by Section 145 of the DGCL, our amended and restated bylaws,
as amended, provide that:
|
·
|
we may indemnify our directors, officers and employees to the fullest extent permitted by the DGCL, subject to limited exceptions;
|
|
·
|
we may advance expenses to our directors, officers and employees in connection with a legal proceeding to the fullest extent permitted
by the DGCL, subject to limited exceptions; and
|
|
·
|
the rights provided in our amended and restated bylaws are not exclusive.
|
Our amended and restated certificate of incorporation and bylaws,
each as amended, which are filed as Exhibits 3.1 and 3.3, provide for the indemnification provisions described above and elsewhere
herein. We have entered into separate indemnification agreements with our directors and officers that may be broader than the
specific indemnification provisions contained in the DGCL. These indemnification agreements generally require us, among other
things, to indemnify our officers and directors against liabilities that may arise by reason of their status or service as directors
or officers, other than liabilities arising from willful misconduct. These indemnification agreements also generally require us to
advance any expenses incurred by the directors or officers as a result of any proceeding against them as to which they could be
indemnified. In addition, we have purchased a policy of directors’ and officers’ liability insurance that insures our
directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances. These indemnification
provisions and the indemnification agreements may be sufficiently broad to permit indemnification of our officers and directors for
liabilities, including reimbursement of expenses incurred, arising under the Securities Act.
We have entered into indemnification agreements with our directors
and executive officers, in addition to the indemnification provided for in our amended and restated certificate of incorporation and amended
and restated bylaws, and intend to enter into indemnification agreements with any new directors and executive officers in the future.
We have purchased and currently intend to maintain insurance on behalf
of each and every person who is or was a director or officer of our company against any loss arising from any claim asserted against him
or her and incurred by him or her in any such capacity, subject to certain exclusions.
The following exhibits are filed as part of this Registration Statement
on Form S-3 or are incorporated herein by reference.
Exhibit No.
|
Description
|
1.1**
|
|
Form of Underwriting Agreement
|
1.2*
|
|
Controlled Equity OfferingSM Sales Agreement, dated as of April 16, 2021, by and among SELLAS Life Sciences Group, Inc. and Cantor Fitzgerald & Co.
|
3.1
|
|
Composite Amended and Restated Certificate of Incorporation of SELLAS Life Sciences Group, Inc. (formerly, Galena Biopharma, Inc.) (incorporated by reference to Exhibit 3.1 to the registrant’s annual report on Form 10-K for the year ended December 31, 2019, filed on March 13, 2020)
|
3.2
|
|
Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of SELLAS Life Sciences Group, Inc. (incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K filed on March 12, 2018).
|
3.3
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 23, 2021).
|
3.4
|
|
Amended and Restated Bylaws of SELLAS Life Sciences Group, Inc. (incorporated by reference to Exhibit 3.3 to the registrant’s current report on Form 8-K filed on January 5, 2018)
|
4.1
|
|
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the registrant’s annual report on Form 10-K filed on March 13, 2020)
|
4.2**
|
|
Specimen Preferred Stock Certificate and Form of Certificate of Designation of Preferred Stock
|
4.3**
|
|
Form of Senior Debt Security
|
4.4**
|
|
Form of Subordinated Debt Security
|
4.5**
|
|
Form of Senior Indenture
|
4.6**
|
|
Form of Subordinated Indenture
|
4.7**
|
|
Form of Warrant Agreement and Warrant Certificate
|
4.8**
|
|
Form of Unit Agreement and Unit
|
4.9**
|
|
Form of Rights Agreement and Right Certificate
|
5.1*
|
|
Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
|
23.1*
|
|
Consent of Moss Adams LLP
|
23.2*
|
|
Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1)
|
24.1
|
|
Power of Attorney
|
25.1***
|
|
Statement of Eligibility of Trustee under the Indenture
|
* Filed herewith.
** To be filed by amendment or as an exhibit to a current report
on Form 8-K and incorporated by reference, if applicable.
*** To be filed separately
under electronic form type 305B2 under Rule 305(b)(2) of the Trust Indenture Act, if applicable.
The undersigned registrant hereby undertakes:
(1) To file, during any period
in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided however, that paragraphs (1)(i),
(1)(ii) and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose
of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose
of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to
such effective date.
(5) That, for the purpose
of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities,
the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free
writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(6) That, for purposes of
determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(7) To file an application
for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on
April 16, 2021.
|
SELLAS LIFE SCIENCES GROUP,
INC.
|
|
By:
|
/s/
Angelos M. Stergiou
|
|
Angelos M. Stergiou, M.D., ScD h.c
|
|
President and Chief Executive Officer
|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and appoints Angelos M. Stergiou and Barbara Wood, and each of them singly, as such
person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in
such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including, without limitation, post-effective
amendments) to this registration statement (or any registration statement for the same offering that is to be effective upon filing pursuant
to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or
substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Angelos Stergiou
|
|
President, Chief Executive Officer and Director
(Principal Executive Officer and Principal Financial Officer)
|
|
April 16, 2021
|
Angelos M. Stergiou, M.D., ScD h.c.
|
/s/ John Burns
|
|
Vice President, Finance and Corporate Controller, Chief Accounting Officer
(Principal Accounting Officer)
|
|
April 16, 2021
|
John Burns, C.P.A.
|
/s/ Jane Wasman
|
|
Chair of the Board
|
|
April 16, 2021
|
Jane Wasman
|
/s/ David Scheinberg
|
|
Director
|
|
April 16, 2021
|
David Scheinberg, M.D.
|
/s/ Robert Van Nostrand
|
|
Director
|
|
April 16, 2021
|
Robert Van Nostrand
|
/s/ John Varian
|
|
Director
|
|
April 16, 2021
|
John Varian
|
SELLAS Life Sciences (NASDAQ:SLS)
Historical Stock Chart
From Aug 2024 to Sep 2024
SELLAS Life Sciences (NASDAQ:SLS)
Historical Stock Chart
From Sep 2023 to Sep 2024