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EX-23.2 - EX-23.2 - SELLAS Life Sciences Group, Inc.d482239dex232.htm
EX-23.1 - EX-23.1 - SELLAS Life Sciences Group, Inc.d482239dex231.htm

As filed with the Securities and Exchange Commission on July 11, 2018

Registration No. 333-                

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

SELLAS Life Sciences Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   2834   20-8099512

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

 

 

315 Madison Avenue, 4th Floor

New York, NY 10017

(917) 438-4353

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

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

President and Chief Executive Officer

SELLAS Life Sciences Group, Inc.

315 Madison Avenue, 4th Floor

New York, NY 10017

(917) 438-4353

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

Copies to:

 

Yvan-Claude Pierre, Esq.

Marianne Sarrazin, Esq.

Cooley LLP

1114 Avenue of the Americas

New York, NY 10036

Tel: (212) 479-6000

 

Barbara Wood, Esq.

Executive Vice President, General

Counsel & Secretary

SELLAS Life Sciences Group, Inc.

315 Madison Avenue, 4th Floor

New York, NY 10017

Tel: (917) 438-4353

 

Glenn R. Pollner, Esq.

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

Tel: (212) 351-4000

 

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (File No. 333-225140)

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer   ☐  (Do not check if a smaller reporting company)    Smaller reporting company  
     Emerging Growth Company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of

securities to be registered

 

Proposed
maximum
aggregate

offering price(1)

 

Amount of

registration fee(2)

Common Stock, $0.0001 par value per share(2)(4)

  $4,032,000    

Pre-Funded Common Stock Purchase Warrants and Shares of Common Stock, $0.0001 par value per share, underlying Pre-Funded Common Stock Purchase Warrants(2)(4)

  $4,032,000    

Common Stock Purchase Warrants and Shares of Common Stock, $0.0001 par value per share, underlying Common Stock Purchase Warrants(2)(3)

  $4,046,000    

Total registration fee

  $8,078,000   $1,006

 

 

 

(1) Estimated solely for the purpose of calculating the amount of registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).
(2) Pursuant to Rule 416, under the Securities Act the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.
(3) There will be issued a warrant to purchase one share of common stock for every share or pre-funded warrant offered.
(4) The proposed maximum offering price of the common stock proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded warrants offered and sold in the offering, and as such, the proposed aggregate maximum offering price of the common stock and pre-funded warrants, if any is $4,032,000.

This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 


EXPLANATORY NOTE AND

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) with respect to the registration of (i) additional shares of common stock, par value $0.0001 per share, of SELLAS Life Sciences Group, Inc., a Delaware corporation (“Common Stock”), (ii) pre-funded warrants to purchase shares of Common Stock, including shares of Common Stock underlying such pre-funded warrants and (iii) common warrants to purchase shares of Common Stock, including shares of Common Stock underlying such common warrants, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement incorporates by reference the contents of, including all amendments and exhibits thereto and all information incorporated by reference therein, the Registration Statement on Form S-1 (Registration No. 333-225140), which was declared effective by the Commission on July 11, 2018, and is being filed solely for the purpose of increasing the aggregate offering price of securities to be offered in the public offering by $8,078,000.

 


EXHIBIT INDEX

 

Exhibit

Number

  

Description of Document

5.1    Opinion of Cooley LLP (incorporated by reference to Exhibit 5.1 to the Form S-1 Registration Statement, as amended (No. 333-225140) on July 11, 2018).
23.1    Consent of Moss Adams, LLP, Independent Registered Public Accounting Firm to the Registrant
23.2    Consent of KPMG Audit Limited, Independent Registered Public Accounting Firm to SELLAS Life Sciences Group Ltd.
23.3    Consent of Cooley LLP (included in Exhibit 5.1).
24.1    Power of Attorney (Included on the signature page of the Registration Statement on Form S-1 (File No. 333-225140), filed with the Securities and Exchange Commission on May 23, 2018, and incorporated herein by reference.

 


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 the 11th day of July, 2018.

 

    SELLAS LIFE SCIENCES GROUP, INC.
      By:   /s/ Angelos M. Stergiou
       

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

President and Chief Executive Officer

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 M. Stergiou

Angelos M. Stergiou, M.D.,

Sc.D., h.c.

   President, Chief Executive Officer and Director (Principal Executive Officer)   July 11, 2018

/s/ Gene Mack

Gene Mack

  

Chief Financial Officer and Treasurer

(Principal Financial Officer and Accounting Officer)

  July 11, 2018

/s/ *

Jane Wasman

   Chairman of the Board   July 11, 2018

/s/ *

Stephen F. Ghighlieri

   Director   July 11, 2018

/s/ *

Fabio López

   Director   July 11, 2018

/s/ *

David A. Scheinberg, M.D., Ph.D.

   Director   July 11, 2018

/s/ *

Robert L. Van Nostrand

   Director   July 11, 2018

/s/ *

John Varian

   Director   July 11, 2018

*Pursuant to Power of Attorney

 

By:   /s/ Angelos M. Stergiou
 

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

Attorney-in-Fact