S-8

As filed with the Securities and Exchange Commission on May 12, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SELLAS Life Sciences Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	20-8099512
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

7 Times Square, Suite 2503,

New York, NY 10036

(Address, including zip code, of registrant’s principal executive offices)

SELLAS Life Sciences Group, Inc. 2019 Equity Incentive Plan

(Full Title of the Plan)

Angelos M. Stergiou, M.D., Sc.D. h.c.
President and Chief Executive Officer
SELLAS Life Sciences Group, Inc.
7 Times Square, Suite 2503, New York, NY 10036

Telephone: (646) 200-5278

(Name, address, and telephone number, including area code, of agent for service)

Copies to:

Joel I. Papernik, Esq.

Daniel A. Bagliebter, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

666 Third Avenue New York, NY 10017 (212) 935-3000

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	x	Smaller reporting company	x
		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. ¨

EXPLANATORY NOTE

This registration statement registers an aggregate of 794,782 additional shares of common stock, par value $0.0001 per share (“common stock”), of SELLAS Life Sciences Group, Inc. (the “Registrant”) reserved under the 2019 Equity Incentive Plan (the “Plan”), representing an increase of 794,782 shares reserved under the Plan effective January 1, 2022 by operation of the Plan’s “evergreen” provision. This registration statement registers additional securities of the same class as other securities for which registration statements filed on Form S-8 (File Nos. 333-237168 and 333-258799) relating to an employee benefit plan are effective. The information contained in the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission on March 13, 2020 (File No. 333-237168) and August 13, 2021 (File No. 333-258799) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.

2

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit Number	Exhibit Description	Filed Herewith	Incorporated by Reference herein from Form or Schedule	Filing Date	SEC File/ Reg. Number
3.1	Composite Amended and Restated Certificate of Incorporation of the Registrant (formerly, Galena Biopharma, Inc.), amended as of December 27, 2017		Form 10-K (Exhibit 3.1)	April 13, 2018	001-33958
3.2	Certificate of Amendment to the Amended and Restated Certificate of Incorporation		Form 10-K (Exhibit 3.3)	March 23, 2021	001-33958
3.3	Amended and Restated Bylaws of the Registrant		Form 8-K (Exhibit 3.3)	January 5, 2018	001-33958
4.1	Form of Common Stock Certificate.		Form 10-K (Exhibit 4.1)	April 13, 2018	001-33958
5.1	Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.	X
23.1	Consent of Moss Adams LLP, independent registered public accounting firm.	X
23.2	Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1)	X
24.1	Power of Attorney (included on the signature page hereof)	X
99.1+	SELLAS Life Sciences Group, Inc. 2019 Equity Incentive Plan		Form S-8 (Exhibit 99.1)	March 13, 2020	333-237168
99.2+	Form of Stock Option Grant Notice and Option Agreement under the 2019 Equity Incentive Plan of the Registrant		Form 10-K (Exhibit 10.48)	March 13, 2020	001-33958
99.3+	Form of Restricted Stock Unit Award Grant Notice and Agreement under the 2019 Equity Incentive Plan		Form 10-K (Exhibit 10.49)	March 13, 2020	001-33958
107	Filing Fee Table	X

+ Denotes management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 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 May 12, 2022.

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

Each person whose signature appears below constitutes and appoints each of Angelos M. Stergiou and Barbara A. Wood, acting alone or together with another attorney-in-fact, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Angelos M. Stergiou	President, Chief Executive Officer and Director (Principal Executive Officer and Principal Financial Officer)	May 12, 2022
Angelos M. Stergiou, M.D., ScD h.c.
/s/ John T. Burns	Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)	May 12, 2022
John T. Burns, CPA
/s/ Jane Wasman	Chair of the Board of Directors	May 12, 2022
Jane Wasman
/s/ David Scheinberg	Director	May 12, 2022
David Scheinberg, M.D., PhD.
/s/ Robert Van Nostrand	Director	May 12, 2022
Robert Van Nostrand
/s/ John Varian	Director	May 12, 2022
John Varian

EX-5.1

Exhibit 5.1

Chrysler Center
666 Third Avenue
New York, NY 10017
212 935 3000
mintz.com

May 12, 2022

SELLAS Life Sciences Group, Inc.

7 Times Square, Suite 2503

New York, New York 10036

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as legal counsel to SELLAS Life Sciences Group, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”), pursuant to which the Company is registering the issuance under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 794,782 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), that may be issued pursuant to the Company’s 2019 Equity Incentive Plan (the “Plan”). This opinion is being rendered in connection with the filing of the Registration Statement with the Commission. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.

In connection with this opinion, we have examined the Company’s Amended and Restated Certificate of Incorporation and the Company’s Amended and Restated Bylaws, each as currently in effect; such other records of the corporate proceedings of the Company as we have deemed relevant; and the Registration Statement and the exhibits thereto.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such copies, and the truth and correctness of any representations and warranties contained therein. In addition, we have assumed that the Company will receive any required consideration in accordance with the terms of the Plan.

Our opinion expressed herein is limited to the General Corporation Law of the State of Delaware and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

Based upon the foregoing, we are of the opinion that the Shares, when issued and delivered in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

Boston       London       Los Angeles       New York       San Diego       San Francisco      Washington

MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

MINTZ

May 12, 2022
Page 2

We understand that you wish to file this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and we hereby consent thereto. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the 2019 Equity Incentive Plan of SELLAS Life Sciences Group, Inc. (the “Company”), of our report dated March 31, 2022, relating to the consolidated financial statements of the Company, which report expresses an unqualified opinion and includes an explanatory paragraph relating to a going concern emphasis, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2021, filed with the Securities and Exchange Commission.

/s/ Moss Adams LLP

San Francisco, California
May 12, 2022

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

SELLAS Life Sciences Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered			Proposed Maximum Offering Price Per Unit			Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Equity	Common stock, par value $0.0001 per share	457(c) and 457(h)		794,782	(1)	$	2.24	(2)	$	1,780,311.68	$	0.0000927	$	165.03
Total Offering Amount									$	1,780,311.68			$	165.03
Total Fees Previously Paid														—
Total Fee Offsets														—
Net Fee Due													$	165.03

(1)

The number of shares of common stock, par value $0.0001 per share (“common stock”), of SELLAS Life Sciences Group, Inc. (the “Registrant”) stated above consists of additional shares of common stock available for issuance under the 2019 Equity Incentive Plan (the “Plan”), by operation of the Plan’s “evergreen” provision. The maximum number of shares which may be sold upon the exercise of options or issuance of stock-based awards granted under the Plan is subject to adjustment in accordance with certain anti-dilution and other provisions of the Plan. Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation of any such anti-dilution and other provisions.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The offering price per share and the aggregate offering price for shares reserved for future grant or issuance under the Plan are based on the average of the high and the low price of Registrant’s common stock as reported on The Nasdaq Capital Market as of a date (May 11, 2022) within five business days prior to filing this Registration Statement.