Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Departure of Aleksey Krylov as Interim Chief Financial Officer
On April 16, 2018, Sellas Life Sciences Group, Inc. (the “Registrant”) and Aleksey Krylov mutually agreed that his position as
Interim Chief Financial Officer (“CFO”) of the Registrant would cease, effective April 20, 2018. Mr. Krylov agreed to remain with the Registrant until July 15, 2018 as a member of the Registrant’s finance team to assist
with the transition of responsibilities to the Registrant’s incoming CFO.
Appointment of Gene Mack as Chief Financial Officer
Effective April 20, 2018, the Registrant appointed Gene Mack, age 44, as Chief Financial Officer and Treasurer of the Registrant. From
June 2015 until April 2018, Mr. Mack served as a consultant to Nicox S.A. and Ascendia Pharmaceuticals, providing chief financial officer, business development and strategic advising services. From December 2013 to April 2015, Mr. Mack was
Senior Director, Business Development and Corporate Finance, at Edge Therapeutics, Inc. From 2000 to 2012, Mr. Mack was a senior biotech analyst at a number of different institutions including Lazard, HSBC and Gruntal & Co.
Pursuant to a letter agreement that governs Mr. Mack’s employment with the Registrant, Mr. Mack is entitled to an annual base
salary of $335,000 (subject to review and adjustment in the discretion of the board of directors or its compensation committee) and a discretionary annual cash bonus, with a target amount of up to 40% of Mr. Mack’s then-effective base
salary (subject to continued employment and the achievement of certain performance objectives established by the Registrant’s board of directors or compensation committee). The employment letter agreement also provides that Mr. Mack is
eligible to participate in any employee benefit plans of the Registrant of general applicability to other employees of the Registrant including, without limitation, group medical, dental, vision, disability, life insurance, and flexible spending
account plans.
In connection with Mr. Mack entering into his employment letter agreement, and pursuant to the terms thereof, the
Registrant granted to Mr. Mack incentive stock options to purchase up to 40,000 shares of Registrant’s common stock (the “Option”) pursuant to the Registrant’s 2017 Equity Incentive Plan with an exercise price per share
equal to the closing market price of Registrant’s common stock on April 20, 2018, with vesting as follows: the Option will vest as to 25% of the shares subject to the Option on April 20, 2019, and as to 1/48th of the shares subject to
the Option monthly thereafter, so that the Option will be fully vested and exercisable four (4) years from the date of grant, subject to Mr. Mack’s continued service with the Registrant through each vesting date.
Mr. Mack’s employment letter agreement does not have a specified term and either party may terminate Mr. Mack’s employment
agreement by providing written notice at any time, with or without cause. The Registrant and Mr. Mack have agreed to memorialize the terms and conditions of this employment relationship in a more formal Employment Agreement in the near future,
so as to definitively determine rights and obligations related to termination benefits, change of control provisions, and other customary features of executive employment agreements.
The description of Mr. Mack’s employment letter agreement included herein is not complete and is subject to and qualified in its
entirety by reference to the employment letter agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
In addition, the Registrant has entered into the Registrant’s form of indemnification agreement with Mr. Mack.