Amended Statement of Ownership (sc 13g/a)
February 13 2019 - 2:42PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Sellas Life Sciences
Group, Inc.
|
(Name
of Issuer)
|
Common
Stock, $.0001 par value
|
(Title
of Class of Securities)
|
81642T100
|
(CUSIP
Number)
|
December
31, 2018
|
(Date
of Event Which Requires Filing of this Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☐
|
Rule
13d-1(b)
|
|
|
|
|
☒
|
Rule
13d-1(c)
|
|
|
|
|
☐
|
Rule
13d-1(d)
|
* The remainder of
this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP
No
.
|
81642T100
|
|
Page
2 of 7
|
1
|
NAME
OF REPORTING PERSONS
Altium Capital Management, LP
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2066653
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United State of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
0
|
|
6
|
SHARED
VOTING POWER
2,800,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4) *
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
2,800,000 Warrants issuable upon exercise of Warrants (See Item 4) *
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,800,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4) *
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.99%
(See Item 4)*
|
|
12
|
TYPE
OF REPORTING PERSON
IA
|
|
|
|
|
|
|
_________________
* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth
in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8)
and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do
not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person,
after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
CUSIP
No
.
|
81642T100
|
|
Page
3 of 7
|
1
|
NAME
OF REPORTING PERSONS
Altium Growth Fund, LP
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2105101
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
0
|
|
6
|
SHARED VOTING POWER
2,800,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4) *
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
2,800,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4) *
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,800,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4) *
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.99%
(See Item 4)*
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
_________________
* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker,
and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities
reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such
reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially
owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6),
(8) and (9).
CUSIP
No
.
|
81642T100
|
|
Page
4 of 7
|
1
|
NAME
OF REPORTING PERSONS
Altium Growth GP, LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2086430
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
0
|
|
6
|
SHARED VOTING POWER
2,800,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4) *
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
2,800,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4) *
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,800,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4) *
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.99%
(See Item 4)*
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
_________________
* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth
in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8)
and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do
not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person,
after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
CUSIP
No
.
|
81642T100
|
|
Page
5 of 7
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Item
1(a).
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Name
of Issuer:
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Sellas Life Sciences Group, Inc (the “Issuer”)
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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2000 Crow Canyon Place, Suite 380
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San Ramon, CA 94583
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Item
2(a).
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Name
of Person Filing:
This statement is jointly filed by and on behalf of each of Altium
Growth Fund, LP, Altium Capital Management, LP, and Altium Growth GP, LLC. Altium Growth Fund, LP is the record and direct beneficial
owner of the securities covered by this statement. Altium Capital Management, LP is the investment adviser of, and may be deemed
to beneficially own securities, owned by, Altium Growth Fund, LP. Altium Growth GP, LLC is the general partner of, and may be deemed
to beneficially own securities owned by, Altium Growth Fund, LP.
Each reporting person declares that neither the filing of this statement
nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act
or any other purpose, the beneficial owner of any securities covered by this statement.
Each of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities
of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing
of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d)
or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a
partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of
the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to
the Issuer or any securities of the Issuer.
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Item
2(b).
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Address
of Principal Business Office or, if None, Residence:
|
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The address of the principal business office of each of the reporting persons is 551 Fifth Ave, FL 19 New
York, NY 10176
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|
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Item
2(c).
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Citizenship:
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See
Item 4 on the cover page(s) hereto.
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Item
2(d).
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Title
of Class of Securities:
|
|
Common
Stock
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|
|
|
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Item
2(e).
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CUSIP
Number:
|
|
81642T100
|
|
|
CUSIP
No
.
|
81642T100
|
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Page
6 of 7
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Item
3.
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If
This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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☐
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Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
|
☐
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Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
|
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(c)
|
☐
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Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding
company or control person in accordance with §240.13d-1(b)(ii)(G);
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(h)
|
☐
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A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
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(i)
|
☐
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A church plan that
is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
|
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(j)
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☐
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Group, in accordance
with §240.13d-1(b)(1)(ii)(J).
|
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Item 4.
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Ownership.
|
|
|
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Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
|
|
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The information as of the date of the event which requires filing
of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person
hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of
the cover page for each Reporting Person is based on 22,026,476 shares of Common Stock issued and outstanding as of November 9,
2018, as represented in the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 14, 2018, and
assumes the exercise of the Company's reported warrants (the "
Reported Warrants
") subject to the Blocker (as defined
below).
Pursuant to the terms of the Reported Warrants, the Reporting Persons cannot exercise the Reported Warrants
to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares
of Common Stock (the "Warrant Blocker") and the percentage set forth in Row 11 of the cover page for each Reporting Person
gives effect to the Warrant Blocker. Consequently, as of the date of the event which requires the filing of this statement, the
Reporting Persons were not able to exercise all the Reported Warrants due to the Warrant Blocker.
CUSIP
No
.
|
81642T100
|
|
Page
7 of 7
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Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
|
|
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐
|
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Item 6.
|
Ownership of
More than Five Percent on Behalf of Another Person.
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Not applicable
|
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Item 7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person.
|
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Not applicable
|
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Item 8.
|
Identification
and Classification of Members of the Group.
|
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Not applicable
|
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Item 9.
|
Notice of Dissolution
of Group.
|
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Not applicable
|
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Item 10.
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Certification.
|
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth
in this statement is true, complete and correct.
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Dated:
|
February
13, 2019
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Altium Capital Management, LP
|
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By:
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/s/ Jacob Gottlieb
|
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Name:
|
Jacob Gottlieb
|
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Title:
|
CEO
|
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Altium Growth Fund, LP
|
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By:
|
Altium Growth GP, LLC
|
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Its:
|
General Partner
|
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Signature:
|
/s/ Jacob Gottlieb
|
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Name:
|
Jacob Gottlieb
|
|
Title:
|
CEO
|
|
|
|
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Altium Growth GP, LLC
|
|
|
|
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By:
|
/s/ Jacob Gottlieb
|
|
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Name:
|
Jacob Gottlieb
|
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Title:
|
CEO
|
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