Current Report Filing (8-k)
01 June 2019 - 6:55AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
May 31, 2019
SELLAS
Life Sciences Group, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-33958
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20-8099512
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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15 West 38th Street, 10th Floor
New York, NY 10018
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(Address of Principal Executive Offices) (Zip Code)
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Registrant’s telephone number, including area code:
(917) 438-4353
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Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value per share
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SLS
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The Nasdaq Capital Market
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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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On May 31, 2019, SELLAS Life Sciences
Group, Inc. (the “
Company
”) received a written notification from The Nasdaq Stock Market LLC
(“
Nasdaq
”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because
the minimum bid price of the Company’s shares of common stock was below $1.00 per share for the previous 30 consecutive
business days. The notification has no immediate effect on the Company’s Nasdaq listing.
Pursuant to the Nasdaq Listing Rule 5810(c)(3)(A),
the Company has been granted a 180-calendar day compliance period, or until November 27, 2019, to regain compliance with the minimum
bid price requirement. During the compliance period, the Company’s shares of common stock will continue to be listed and
traded on The Nasdaq Capital Market. To regain compliance, the closing bid price of the Company’s shares of common stock
must meet or exceed $1.00 per share for at least ten consecutive business days during this 180-day grace period.
If the Company does not regain
compliance with Rule 5550(a)(2) by November 27, 2019, the Company may be eligible for an additional 180-calendar day
compliance period. To qualify, the Company would be required to meet the continued listing requirement for market value of
publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the minimum bid price.
In addition, the Company would be required to notify Nasdaq of its intent to cure the minimum bid price deficiency by
effecting a reverse stock split, if necessary.
If the Company does not regain compliance
within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that
the Company’s shares of common stock will be subject to delisting. The Company would then be entitled to appeal Nasdaq’s
determination to a Nasdaq Hearings Panel and request a hearing.
The Company intends to consider available
options to resolve the noncompliance with the minimum bid price requirement. No determination regarding the Company’s response
has been made at this time. There can be no assurance that the Company will be able to regain compliance with the minimum bid price
requirement or will otherwise be in compliance with other Nasdaq listing criteria.
Forward-Looking Statements
Certain statements in this Current Report
on Form 8-K constitute forward-looking statements that involve a number of known and unknown risks, uncertainties and other factors
that may cause such forward-looking statements not to be realized. Factors that could cause actual results to differ materially
from the forward-looking statements include changes to the listing standards, policies and procedures of the Nasdaq Capital Market,
fluctuations in the Company’s general financial and operating results, changes in the Company’s liquidity and capital
resources, declines in the market price of the Company’s shares of common stock, changes in the capital markets, competition,
and general and industry-specific economic conditions. We believe these factors include but are not limited to those described
under “Risk Factors” in our Annual Report on Form 10-K, as such factors may be updated from time to time in our periodic
filings with the Securities and Exchange Commission (the “
SEC
”), which are accessible on the SEC’s website
at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary
statements that are included in this Current Report on Form 8-K, our Annual Report on Form 10-K and other filings with the SEC.
We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information,
future developments or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SELLAS Life Sciences Group, Inc.
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Date: May 31, 2019
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By:
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/s/ Barbara A. Wood
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Name:
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Barbara A. Wood
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Title:
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Executive Vice President, General Counsel
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