8-K 1 tm213149d1_8k.htm FORM 8-K














Date of report (Date of earliest event reported): January 14, 2021




 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)


File Number)


(I.R.S. Employer

Identification No.) 


7 Times Square, Suite 2503

New York, NY 10036

(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 Stock Market LLC


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 2.02.Results of Operations and Financial Condition.


On January 14, 2021, SELLAS Life Sciences Group, Inc. (“SELLAS”) issued a press release (the “Press Release”) in which it disclosed that it had estimated cash and cash equivalents of approximately $35.3 million as of December 31, 2020.  The estimated cash and cash equivalents as of December 31, 2020 are preliminary and may change, are based on information available to management as of the date of the Press Release, and are subject to completion by management of the financial statements as of and for the year ended December 31, 2020. There can be no assurance that our cash and cash equivalents as of December 31, 2020 will not differ from these estimates, including as a result of quarter-end closing and any such changes could be material. Complete annual results will be included in our Annual Report on Form 10-K for the year ended December 31, 2020. A copy of the Press Release is furnished hereto as Exhibit 99.1 and is incorporated by reference herein.


The press release contains forward-looking statements. All statements other than statements of historical facts are “forward-looking statements,” including those relating to future events. In some cases, forward-looking statements can be identified by terminology such as “plan,” “expect,” “anticipate,” “may,” “might,” “will,” “should,” “project,” “believe,” “estimate,” “predict,” “potential,” “intend,” or “continue” and other words or terms of similar meaning. These statements include, without limitation, statements related to the clinical development of GPS for various cancer indications, including AML, ovarian cancer and MPM, the potential for regulatory approval and commercialization of GPS, statements related to the clinical development of NPS for breast cancer, including DCIS. These forward-looking statements are based on current plans, objectives, estimates, expectations and intentions, and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties associated with the COVID-19 pandemic and its impact on SELLAS’ clinical plans, risks and uncertainties associated with immune-oncology product development and clinical success thereof, the uncertainty of regulatory approval, and other risks and uncertainties affecting SELLAS and its development programs as set forth under the caption “Risk Factors” in SELLAS’ Annual Report on Form 10-K filed on March 13, 2020 and in its other SEC filings. Other risks and uncertainties of which SELLAS is not currently aware may also affect SELLAS’ forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements herein are made only as of the date hereof. SELLAS undertakes no obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made. 





Item 9.01.Financial Statements and Exhibits.




Exhibit Number   Description
99.1   Press Release dated January 14, 2021







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 14, 2021 By:   /s/ Barbara A. Wood  
    Name: Barbara A. Wood  
    Title: Executive Vice President, General
Counsel and Corporate Secretary