Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - SELLAS Life Sciences Group, Inc. | tm201472d1_ex10-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 2, 2020
SELLAS Life Sciences Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33958 | 20-8099512 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
|
15 West 38th Street, 10th Floor New York, NY 10018 |
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| (Address of Principal Executive Offices) (Zip Code) |
Registrant’s telephone number, including area code: (917) 438-4353
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share | SLS | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 6, 2019, SELLAS Life Sciences Group, Inc. (the “Company”) entered into a Warrant Exercise Agreement with a holder (the “Holder”) pursuant to which the Company issued warrants to purchase shares of the Company’s common stock (the “March 2019 Warrants”). In June 2019, the Company agreed to seek the approval of The Nasdaq Stock Market to reduce the exercise price to $7.50 per share (subject to adjustment for stock splits and the like) of the March 2019 Warrants. On January 2, 2020, the Company and the Holder entered into an Amendment to Warrant to Purchase Common Stock (the “Amendment”), which amended the March 2019 Warrants to provide for an exercise price of the March 2019 Warrants of $7.50 per share, subject to adjustment as set forth in such warrants. The form of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the description of the terms of the Amendment are qualified in their entirety by reference to such exhibits.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information contained above in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03.
| Item 9.01. | Financial Statements and Exhibits. |
(d)
| Exhibit Number |
Description | |
| 10.1 | Amendment to Warrant to Purchase Common Stock |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SELLAS Life Sciences Group, Inc. | |||||
| Date: | January 7, 2020 | By: | /s/ Barbara A. Wood | ||
| Name: | Barbara A. Wood | ||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary |
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