UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| (Address of Principal Executive Offices) (Zip Code) |
||||
| Registrant’s
telephone number, including area code: ( | ||||
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 |
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 8.01 | Other Items. |
On September 10, 2021, the United States District Court for the District of New Jersey (the "Court") issued an order (the
"Preliminary Order") providing for preliminary approval of the proposed settlement of the claims relating to SELLAS Life Sciences
Group, Inc.’s (the “Company”) predecessor, Galena Biopharma, Inc., and asserted derivatively on behalf of the Company
against the individual defendants named in the previously disclosed stockholder derivative actions (i) Keller v. Ashton, et al,
Civil Action No. 2:17-cv-1777 (D.N.J.); and (ii) Johnson v. Schwartz, et al, Civil Action No. 2:18-cv-00903 (D.N.J.) pending before
the Court in accordance with the Stipulation of Settlement, dated June 15, 2021 (the "Stipulation"). The Stipulation also resolves
all claims asserted in an additional derivative action arising from the same facts, Jacobs v. Schwartz, et al, Case No. CIVMSC17-01222,
(Calif. Sup. Ct., Contra Costa). The Stipulation calls for the Company to adopt certain policies relating to the potential future commercialization
of the Company’s clinical candidates and for the Company's insurer to pay plaintiff's counsel up to $270,000 in attorney's fees
and reimbursement of expenses. The Preliminary Order set a final settlement approval hearing for November 19, 2021.
As required by the Preliminary Order, the Company issued a press release providing notice of the Preliminary Order and Stipulation, a
copy of which is attached as Exhibit 99.1, and the Company is filing the Stipulation and the Notice of Proposed Settlement (the "Notice")
with this Current Report on Form 8-K, copies of which are attached hereto as Exhibits 99.2 and 99.3, respectively, and incorporated herein
by reference.
On September 23, 2021, the Company also posted a copy of the Notice and the Stipulation of Settlement to the Investor Relations section
of the Company's website, which can be found at https://www.sellaslifesciences.com/investors/investor-resources/default.aspx#section=derivative-litigation.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description | |
| Press Release dated September 23, 2021 | ||
| 99.2 | Stipulation of Settlement, dated June 15, 2021 | |
| 99.3 | Notice of Shareholder Derivative Action, Proposed Settlement and Settlement Hearing | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: | September 23, 2021 | By: | /s/ Barbara A. Wood | |
| Name: | Barbara A. Wood | |||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||