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Securities Act of 1933
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Re: |
SELLAS Life Sciences Group, Inc.
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Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.
The Division will not recommend enforcement action to the Commission if the Company, in reliance on your opinion of counsel that the exemption under Section 3(a)(10) of the Securities Act is available, issues the Settlement Stock to the Settlement Fund for the benefit of the Class in exchange for the claims of the Class Members, without registration under the Securities Act. In reaching this position, we note that:
The Division is of the view that the Settlement Stock received pursuant to the Settlement will not be "restricted securities" within the meaning of Securities Act Rule 144(a)(3). Furthermore, the Division is of the view that the Settlement Fund may resell the Settlement Stock as follows:
These positions are based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, regarding whether the Section 3(a)(10) exemption from registration is available for the Settlement Stock to be issued under the Settlement, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.
Sincerely,
Shehzad K. Niazi
Special Counsel
The Incoming Letter is in Acrobat format.
http://www.sec.gov/divisions/corpfin/cf-noaction/2016/sellas-life-sciences-060618-3a10.html
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