UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

(RULE 14a101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

☐   Preliminary Proxy Statement
☐   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐   Definitive Proxy Statement
☒   Definitive Additional Materials
☐   Soliciting Material Pursuant to § 240.14a-12

SELLAS LIFE SCIENCES GROUP, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box)

☒   No fee required.
☐   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

 

     

  (2)  

Aggregate number of securities to which transaction applies:

 

     

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

  (4)  

Proposed maximum aggregate value of transaction:

 

     

  (5)  

Total fee paid:

 

     

☐   Fee paid previously with preliminary materials.
☐   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)  

Amount Previously Paid:

 

     

  (2)  

Form, Schedule or Registration Statement No.:

 

     

  (3)  

Filing Party:

 

     

  (4)  

Date Filed:

 

     

 

 

 

             LOGO

 

 

 

Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.    ☒

Electronic Voting Instructions

You can vote by Internet or telephone!

Available 24 hours a day, 7 days a week!

Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.

VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by 1:00a.m. PST on June 12, 2018.

 

 

LOGO

 

  

 

Vote by Internet

  

 

•   Go to www.envisionreports.com/SLS

  

 

•   Or scan the QR code with your smartphone

  

 

•   Follow the steps outlined on the secure website

 

Vote by telephone

 

•     Call toll free 1-800-652-VOTE (8683) within the USA, US territories &

         Canada on a touch tone telephone

 

•     Follow the instructions provided by the recorded message

 

LOGO

q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q

 

 

 

 A    Proposals — Our Board of Directors recommends that you vote FOR each of the nominees listed below and FOR Proposals 2 and 3:      
                               
1.   Election of Directors:   For   Withhold       For   Withhold                   +
  01 - Fabio López  

 

☐

 

 

☐

   

02 - David A. Scheinberg,

        M.D., Ph.D.

 

 

☐

 

 

☐

                 

 

        For    Against    Abstain                    For    Against    Abstain   
2.   Proposal to ratify the appointment of Moss Adams, LLP as our independent registered public accounting firm for 2018.    ☐    ☐    ☐       3.   Proposal to approve, by non-binding vote, the compensation of our named executive officers as disclosed in the proxy statement.      ☐    ☐    ☐   

 

THE SHARES PRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED “FOR” EACH OF THE NOMINEES LISTED IN PROPOSAL 1 AND “FOR” PROPOSALS 2 AND 3, AND SAID PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION UPON SUCH OTHER BUSINESS NOT KNOWN AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY POSTPONEMENTS OR ADJOURNMENTS THEREOF.

 

 B    Non-Voting Items            
Change of Address — Please print new address below.         Meeting Attendance  
              Mark box to the right if you plan to attend the Annual Meeting.  

☐

               

 

 C    Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below    

Please sign exactly as your name(s) appear(s) hereon. All holders must sign. When signing in a fiduciary capacity, please indicate full title as such. If a corporation or partnership, please sign in full corporate or partnership name by authorized person.

Date (mm/dd/yyyy) — Please print date below.       Signature 1 — Please keep signature within the box.       Signature 2 — Please keep signature within the box.

                 /                  /

               

 

⬛    1UPX    +

                        02UI1C

 

 

 

q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q

 

 

 

 

LOGO

 

 

Proxy — SELLAS Life Sciences Group, Inc.

 

 

PROXY FOR 2018 ANNUAL MEETING OF STOCKHOLDERS

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 12, 2018 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED

The undersigned hereby constitutes and appoints Angelos Stergiou and Gene Mack, and each of them as proxies, each with full power of substitution, and authorizes each of them to represent and to vote all of the shares of common stock that the undersigned is entitled to vote at the Annual Meeting of Stockholders (the “Annual Meeting”) of SELLAS Life Sciences Group, Inc. (the “Company”) in such manner as they, or either of them, may determine on any matters that may properly come before the Annual Meeting or any postponements or adjournments thereof and to vote on the matters set forth on the reverse side as directed by the undersigned. The Annual Meeting will be held at the Residence Inn by Marriott New York Manhattan/Times Square at 1033 Avenue of the Americas (6th Avenue), New York, New York 10018 on June 12, 2018 at 9:00 a.m. local time. The undersigned hereby revokes any proxies previously given.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

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