SELLAS Life Sciences Announces Pricing of Upsized $24.2 Million Public Offering
July 12 2018 - 8:45AM
SELLAS Life Sciences Group, Inc. (NASDAQ:SLS) (“SELLAS” or the
“Company”), a clinical-stage biopharmaceutical company focused on
the development of novel cancer immunotherapies for a broad range
of cancer indications, today announced the pricing of an
underwritten public offering of 11,520,000 shares of common stock
or, in lieu of shares of common stock, pre-funded warrants
exercisable for shares of common stock, and accompanying common
stock warrants to purchase an aggregate of 11,520,000 shares of
common stock.
The shares of common stock and accompanying common stock
warrants are being sold at a combined public offering price of
$2.10 per share and accompanying common stock warrant. The
pre-funded warrants and accompanying common stock warrants are also
being sold at a combined public offering price of $2.10 per
pre-funded warrant and common stock warrant. Each common stock
warrant being sold with the shares of common stock and pre-funded
warrants will represent the right to purchase one share of the
Company’s common stock at an exercise price of $2.10 per share. The
common stock warrants will be exercisable immediately and will
expire five years from the date of issuance. Each pre-funded
warrant will represent the right to purchase one share of the
Company’s common stock at an exercise price of $0.0001 per share.
The pre-funded warrants will be exercisable immediately and may be
exercised at any time until the pre-funded warrants are exercised
in full. All shares of common stock and warrants are being sold by
SELLAS. The shares of common stock and pre-funded warrants, and
accompanying common stock warrants, will be issued separately and
will be immediately separable upon issuance.
The gross offering proceeds to SELLAS from the offering, before
deducting the underwriting discounts and commissions and other
estimated offering expenses, and excluding the exercise of any
warrants, are expected to be approximately $24.2 million. The
offering is expected to close on or about July 16, 2018, subject to
customary closing conditions.
SELLAS intends to use the net proceeds from the offering to
commence a pivotal Phase 3 trial of GPS in acute myeloid leukemia
(AML), and to develop GPS in combination with pembrolizumab
(Keytruda) in a Phase 1/2 proof of concept study, as well as for
general corporate purposes and funding its working capital
needs.
Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc. are
acting as joint book-running managers for the offering. Maxim Group
LLC is acting as lead manager.
A registration statement on Form S-1 relating to the offering
was filed with the Securities and Exchange Commission (the "SEC")
on May 23, 2018, amended on June 26, 2018 and July 11, 2018 and was
declared effective on July 11, 2018. The offering is being made
only by means of a prospectus. SELLAS’ SEC filings are available to
the public from the SEC's website at www.sec.gov. Copies of the
final prospectus relating to the offering may also be obtained,
when available, by contacting Cantor Fitzgerald & Co.,
Attention: Equity Capital Markets, 499 Park Avenue, 6th Floor New
York, New York 10022 or by email at prospectus@cantor.com or
Oppenheimer & Co. Inc., Attention: Equity Capital Markets, 85
Broad Street, 26th Floor, New York, NY 10004 or by email at
EquityProspectus@opco.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation, or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About SELLAS SELLAS is a clinical-stage
biopharmaceutical company focused on novel cancer
immunotherapeutics for a broad range of cancer indications. SELLAS’
lead product candidate, galinpepimut-S (GPS), is licensed from
Memorial Sloan Kettering Cancer Center and targets the Wilms Tumor
1 (WT1) protein, which is present in an array of tumor types. GPS
has potential as a monotherapy or in combination to address a broad
spectrum of hematologic malignancies and solid tumor
indications. SELLAS has Phase 3 clinical trials planned
(pending funding availability) for GPS in two indications, acute
myeloid leukemia (AML) and malignant pleural mesothelioma (MPM) and
is also developing GPS as a potential treatment for multiple
myeloma (MM) and ovarian cancer. SELLAS plans to study GPS in up to
four additional indications. SELLAS has received Orphan Drug
designations for GPS from the U.S. Food & Drug Administration
(FDA) for AML, MPM, and MM, as well as from the European Medicines
Agency, for AML and MPM; GPS also received Fast Track designation
for AML and MPM from the FDA. SELLAS’ second product candidate,
NeuVax™ (nelipepimut-S), is a HER2-directed cancer immunotherapy
being investigated for the prevention of the recurrence of breast
cancer after standard of care treatment in the adjuvant setting.
NeuVax™ has received Fast Track status designation by FDA for the
treatment of patients with early stage breast cancer with low to
intermediate HER2 expression, otherwise known as HER2 1+ or 2+,
following standard of care.
Forward-Looking StatementsThis press release
contains forward-looking statements, including, but not limited to,
statements related to SELLAS’ future expectations, plans and
prospects. These forward-looking statements are based on current
plans, objectives, estimates, expectations and intentions, and
inherently involve significant risks and uncertainties. Actual
results and the timing of events could differ materially from those
anticipated in such forward-looking statements as a result of these
risks and uncertainties, which include, without limitation, risks
and uncertainties associated with market conditions; SELLAS’s
ability to satisfy customary closing conditions related to the
offering; and the volatility of the trading price of the Company’s
common stock. These risks and uncertainties are described more
fully in Amendment No. 2 to Registration Statement on Form S-1
filed with the SEC on July 11, 2018 and other filings with
the Securities and Exchange Commission. Other risks and
uncertainties of which SELLAS is not currently aware may also
affect SELLAS’ forward-looking statements. The forward-looking
statements herein are made only as of the date hereof. SELLAS
undertakes no obligation to update or supplement any
forward-looking statements to reflect actual results, new
information, future events, changes in its expectations or other
circumstances that exist after the date as of which the
forward-looking statements were made.
Investor Contact:Will O’ConnorStern Investor
Relations, Inc.212-362-1200ir@sellaslife.com
David Moser, JDSellas Life Sciences
Group813-864-2571info@sellaslife.com
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