SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
| C/O SELLAS LIFE SCIENCES GROUP, INC., |
| 7 TIMES SQUARE, SUITE 2503 |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SELLAS Life Sciences Group, Inc.
[ SLS ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
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CFO |
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3. Date of Earliest Transaction
(Month/Day/Year)
12/04/2024
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
12/04/2024 |
|
J
|
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7,165
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D |
$1.13
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104,762 |
D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
|
|
| Remarks: |
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/s/ John T. Burns |
12/05/2024 |
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** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 24
POWER OF ATTORNEY
Know all by these present, that the undersigned
hereby constitutes and appoints each of Angelos M. Stergiou, M.D., Sc.D. h.c. and Stacy E. Yeung of SELLAS Life Sciences
Group, Inc. (the “Company”) and Daniel Bagliebter, Kostantinos Skordalos, Charles Richard Lampkins, Maura
Foley, Robyn Frattali and Erber Hernandez of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., signing singly, with
full power of substitution, the undersigned’s true and lawful attorney-in-fact to:
(1) execute
and deliver for and on behalf of the undersigned, forms and authentication documents for EDGAR Filing Access;
(2) do and
perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such forms
and authentication documents;
(3) execute
and deliver for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director and/or 10% shareholder of
the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(4) do and
perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3,
4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange, self-regulatory or
similar authority; and
(5) take
any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interests of, or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact
on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s
substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned,
are not assuming, nor is the Company assuming, (i) any of the undersigned's responsibilities to comply with the requirements of the
Exchange Act or any liability for the undersigned’s failure to comply with such requirements or (ii) any obligation or liability
that the undersigned incurs for profit disgorgement under Section 16(b) of the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and
transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
This Power of Attorney does not revoke any other
power of attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, the undersigned has caused
this Power of Attorney to be executed as of the date written below.
Date: 12/05/2024
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/s/ John T. Burns |
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Name: John T. Burns |
Exhibit 24
POWER OF ATTORNEY
Know all by these present, that the undersigned
hereby constitutes and appoints each of Angelos M. Stergiou, M.D., Sc.D. h.c. and Stacy E. Yeung of SELLAS Life Sciences
Group, Inc. (the “Company”) and Daniel Bagliebter, Kostantinos Skordalos, Charles Richard Lampkins, Maura
Foley, Robyn Frattali and Erber Hernandez of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., signing singly, with
full power of substitution, the undersigned’s true and lawful attorney-in-fact to:
(1) execute
and deliver for and on behalf of the undersigned, forms and authentication documents for EDGAR Filing Access;
(2) do and
perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such forms
and authentication documents;
(3) execute
and deliver for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director and/or 10% shareholder of
the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(4) do and
perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3,
4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange, self-regulatory or
similar authority; and
(5) take
any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interests of, or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact
on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s
substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned,
are not assuming, nor is the Company assuming, (i) any of the undersigned's responsibilities to comply with the requirements of the
Exchange Act or any liability for the undersigned’s failure to comply with such requirements or (ii) any obligation or liability
that the undersigned incurs for profit disgorgement under Section 16(b) of the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and
transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
This Power of Attorney does not revoke any other
power of attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, the undersigned has caused
this Power of Attorney to be executed as of the date written below.
Date: 12/05/2024
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/s/ John T. Burns |
| |
Name: John T. Burns |
SELLAS Life Sciences (NASDAQ:SLS)
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