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Current Report · Items 1.01, 8.01, 9.01 · 8-K

SELLAS Life Sciences Group, Inc.

SLSNASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Other Events

Item 1.01 Entry into a Material Definitive Agreement. On October 24, 2025, SELLAS Life Sciences Group, Inc. a Delaware corporation (the “Company”), entered into a Warrant Inducement Agreement (the “Inducement Agreement”) with holders (the “Holders”) of certain existing warrants (the “Existing Warrants”) to purchase shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company.…

Filed Oct 27, 2025Accepted Oct 27, 2025, 8:35 AM EDTCIK 1390478Accession 0001104659-25-102345
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Company context

Life Sciences Group, Inc. SELLAS is a late-stage clinical biopharmaceutical company focused on the development of novel therapeutics for a broad range of cancer indications. SELLAS’ lead product candidate, GPS, is licensed from Memorial Sloan Kettering Cancer Center and targets the WT1 protein, which is present in an array of tumor types. GPS has the potential as a monotherapy and combination with other therapies to address a broad spectrum of hematologic malignancies and solid tumor indications. The Company is also developing SLS009 (tambiciclib) - potentially the first and best-in-class differentiated small molecule CDK9 inhibitor with reduced toxicity and increased potency compared to other CDK9 inhibitors. Data suggests that SLS009 demonstrated a high response rate in AML patients with unfavorable prognostic factors including ASXL1 mutation, commonly associated with poor prognosis in various myeloid diseases. For more information on SELLAS, please visit www.sellaslifesciences.com

Current securities

Recent company filings

  1. Results of Operations and Financial ConditionAug 11, 2026
  2. 10-Q filingAug 11, 2026
  3. SCHEDULE 13G filingJul 31, 2026
  4. Results of Operations and Financial Condition · Other EventsJul 27, 2026
  5. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsJun 25, 2026

Disclosure sections

Items 1.01, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement. On October 24, 2025, SELLAS Life Sciences Group, Inc. a Delaware corporation (the “Company”), entered into a Warrant Inducement Agreement (the “Inducement Agreement”) with holders (the “Holders”) of certain existing warrants (the “Existing Warrants”) to purchase shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. Pursuant to the Inducement Agreement, the Holders and the Company agreed that, subject to any applicable beneficial ownership limitations, that the Holders would cash exercise (i) warrants to purchase up to 6,514,658 shares of our Common Stock at an exercise price per share of $1.535, previously issued in March 2024 (the “March Warrants”), and (ii) warrants to purchase up to 15,849,056 shares of Common Stock at an exercise price per share of $1.325, previously issued in August 2024 (the “August Warrants,” and together with the March Warrants, the “Existing Warrants”). The Existing Warrants were exercised at their original issuance exercise price plus $0.125 per share of Common Stock in accordance with the rules and regulations of The Nasdaq Capital Market. The Company will receive aggregate gross proceeds of approximately $31.0 million from the exercise of the Existing Warrants before deducting financial advisory fees and other expenses payable by the Company. In consideration of the Holders’ agreement to exercise the Existing Warrants in accordance with the Inducement Agreement, the Company agreed to issue to the Holders new warrants (the “Inducement Warrants”) to purchase up to 22,363,714 shares of Common Stock, which is equal to 100% of the number of shares of Common Stock issued upon exercise of the Existing Warrants (the “Inducement Warrant Shares”). The Inducement Warrants are being offered pursuant to a prospectus supplement, dated October 24, 2025 (the “Prospectus Supplement”), filed with the U.S. Securities and Exchange Commission (the “SEC”), and an accompanying base prospectus that forms a part of the Company’s Registration Statement on Form S-3 (File No. 333-278334), which was previously filed with the SEC on March 28, 2024 and declared effective on May 1, 2024. The Inducement Warrants will have an exercise price of $2.00 per share, will be exercisable immediately and will expire on the five-year anniversary of their issuance date. The Company engaged A.G.P./Alliance Global Partners (“A.G.P.”) and Maxim Group LLC (“Maxim”, and together with A.G.P., the “Financial Advisors”) to act as Financial Advisors in connection with the transactions summarized above and will pay the Financial Advisors an aggregate fee equal to 5.75% of the gross proceeds raised in the transaction and reimburse the Financial Advisors for legal expenses incurred in connection with the transaction not to exceed $60,000. Pursuant to the Inducement Agreement, for a period of 75 days following the date of the Inducement Agreement, the Company may not (i) issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any shares of common stock or common stock equivalents, or (ii) file any registration statement or any amendment or supplement thereto, except for (a) any prospectus or prospectus supplements, or (b) a registration statement on Form S-8 related to employee benefit plans. These restrictions are subject to customary exceptions for “Exempt Issuances.” Additionally, for a period of 12 months following the date of the Inducement Agreement, the Company is prohibited from effecting or entering into any agreement to effect a Variable Rate Transaction (as defined in the Inducement Agreement), which includes any issuance of securities of the Company or any of its subsidiaries with conversion or exercise prices that vary with the market price of the Company’s common stock, or any equity line of credit or “at-the-market” offering. The March Warrants and the underlying shares of Common Stock were registered pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-278337), filed with the SEC under the Securities Act of 1933, as amended (the “Securities Act”), on March 28, 2024, which was declared effective on May 1, 2024. The August Warrants and the underlying shares of Common Stock were registered pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-278334), filed with the SEC under the Securities Act on March 28, 2024, which was declared effective on May 1, 2024. The foregoing descriptions of the Inducement Agreement and the Inducement Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of Inducement Agreement and Inducement Warrants, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference. In connection with the filing of the Inducement Agreement, the Company is filing as Exhibit 5.1 hereto an opinion of its counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., regarding the legality of the Inducement Warrants and the Inducement Warrant Shares.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events On October 27, 2025, the Company issued a press release (the “Press Release”) announcing the warrant inducement transaction. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description ──────────────────────────────────────────────────────────────────────────────────────── 4.1 Form of Inducement Warrant 5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 10.1 Form of Inducement Agreement 23.1 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (contained in exhibit 5.1) 99.1 Press Release, dated October 27, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Filed exhibits (2)
EX-4.1 (by filename) tm2529505d1_ex4-1.htm

EX-4.1 2 tm2529505d1_ex4-1.htm EXHIBIT 4.1 EXHIBIT 4.1 WARRANT TO PURCHASE SHARES OF COMMON STOCK SELLAS Life Sciences Group, Inc. Warrant Shares: Issuance Date: _______, 2025 Initial Exercise Date: _______, 2025 THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City Time) on [•], 20301 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SELLAS Life Sciences Group, Inc., a Delaware corporation (the “Company”), up to _______ shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth …

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EX-99.1 (by filename) tm2529505d1_ex99-1.htm

EX-99.1 5 tm2529505d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 SELLAS Life Sciences Group Announces Exercise of Existing Warrants Held by a Current Institutional Investor for $31 Million in Gross Proceeds NEW YORK, Oct. 27, 2025 (GLOBE NEWSWIRE) -- SELLAS Life Sciences Group, Inc. (NASDAQ: SLS) (“SELLAS” or the “Company”), a late-stage clinical biopharmaceutical company focused on the development of novel therapies for a broad range of cancer indications, today announced the immediate exercise of warrants, previously issued in March and August 2024 (the “Existing Warrants”), to purchase up to 22,363,714 shares of its common stock for gross cash proceeds of approximately $31.0 million. In consideration for the immediate exercise in full of the Existing Warrants, the investor will receive new registered warrants to purchase up to 22,363,714 shares of its common stock (the “New Warrants”) at an exercise price of $2.00, will be exercisable immediately and will expire five years from the date of issuance. The closing of this transaction is expected to occur on or about October 28, 2025, subject to satisfaction of customary closing conditions. A.G.P./Alliance Global Partners and Maxi…

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