14 unchanged sentences
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).
−Removed: Under the supervision and with the participation of our Chief Executive Officer and Vice President, Finance and Chief Accounting Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: Under the supervision and with the participation of our Chief Executive Officer and Senior Vice President, Finance and Chief Accounting Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2021.
−Removed: Table of Con tents
Attestation Report of the Independent Registered Public Accounting Firm
4 unchanged sentences
OTHER INFORMATION
−Removed: Table of Con tents
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
8 unchanged sentences
The information required by item 14 is incorporated herein by reference from the Company’s Proxy Statement, which will be filed with the SEC within 120 days after the end of the Company’s 2021 fiscal year pursuant to Regulation 14A for its 2022 Annual Meeting of Stockholders.
−Removed: Table of Con tents
Number Description Form Exhibit Filing Date
16 unchanged sentences
10-K 10.2 March 28, 2012
−Removed: 4.4 Form of Warrant Agreement by and among the Registrant, Computershare Inc.
−Removed: and Computershare Trust Company, N.A.
−Removed: 8-K 4.1 September 18, 2013
−Removed: 4.5 Warrant Agreement, dated as of March 18, 2015, by and among the Registrant, Computershare, Inc.
−Removed: and Computershare Trust Company, N.A.
−Removed: 10-Q 4.1 August 6, 2015
−Removed: 4.6 Form of Warrant Agreement by and among the Registrant, Computershare Inc.
−Removed: and Computershare Trust Company, N.A.
−Removed: 8-K 4.1 January 7, 2016
−Removed: 4.7 Form of Warrant, issued by the Registrant to the Investors on July 13, 2016
−Removed: 8-K 4.1 July 8, 2016
−Removed: 4.8 Form of Warrant Agreement, including the Form of Warrant, issued by the Registrant to the Investors on February 13, 2017
−Removed: 8-K 4.1 February 10, 2017
4.4 Warrant issued to EQC Private Markets SAC Fund Ltd – EQC Biotech Sely I Fund
4 unchanged sentences
8-K 10.2 July 9, 2019
−Removed: 4.12 Form of Pre-funded Warrant in connection with July 2018 public offering
−Removed: 8-K 10.2 July 18, 2018
4.7 Form of Warrant issued in exchange of Series A Preferred Stock in connection with July 2018 public offering
8-K 10.3 July 18, 2018
−Removed: Table of Con tents
−Removed: Number Description Form Exhibit Filing Date
−Removed: 4.14 Warrant Exchange Agreement by and between the Registrant and Intracoastal Capital LLC dated May 25, 2018 (including as Exhibit A thereto, that certain Convertible Promissory Note by and between the Registrant and Intracoastal Capital LLC dated May 25, 2018)
−Removed: 8-K 10.1 June 1, 2018
4.8 Form of New Warrant issued in connection with Warrant Exercise Agreement dated March 6, 2019
10 unchanged sentences
8-K 4.1 August 4, 2020
+Added: 4.14 Form of Warrant issued pursuant to that certain Securities Purchase Agreement dated March 7, 2018 by and between the Registrant and certain investors
+Added: 8-K 4.1 March 12, 2018
+Added: Number Description Form Exhibit Filing Date
4.15 Description of Securities
2 unchanged sentences
8-K 10.1 March 12, 2018
−Removed: 10.1* The Registrant’s 2016 Incentive Plan effective as of July 14, 2016
−Removed: 8-K 10.3 August 22, 2016
−Removed: 10.2* Form Incentive Stock Option granted under the Registrant’s 2016 Incentive Plan
−Removed: 10-Q 10.1 August 8, 2015
−Removed: 10.3* Form Nonstatutory Stock Option granted under the Registrant’s 2016 Incentive Plan
−Removed: 10-Q 10.2 August 8, 2015
10.1* SELLAS Life Sciences Group, Ltd Stock Incentive Plan #1
10 unchanged sentences
10-K 10.9 April 13, 2018
−Removed: 10.10* Employment Agreement by and between SELLAS Life Sciences Group AG and Angelos Stergiou, effective September 1, 2016
−Removed: S-4/A 10.53 October 30, 2017
−Removed: 10.11* Employment Agreement by and between SELLAS Life Sciences Group AG and Gregory Torre, effective September 1, 2016
−Removed: S-4/A 10.54 October 30, 2017
−Removed: 10.12* Employment Agreement by and between SELLAS Life Sciences Group AG and Nicholas Sarlis, effective September 19, 2016
−Removed: S-4/A 10.55 October 30, 2017
−Removed: 10.13* Employment Agreement by and between SELLAS Life Sciences Group Ltd and Aleksey Krylov, dated October 24, 2017
−Removed: S-4/A 10.56 October 30, 2017
−Removed: 10.14* Retention Agreement Letter by and between SELLAS Life Sciences Group Ltd and Gregory Torre, dated July 31, 2017
−Removed: S-4/A 10.57 October 30, 2017
−Removed: 10.15* Retention Agreement Letter by and between SELLAS Life Sciences Group Ltd and Nicholas Sarlis, dated August 2, 2017
−Removed: S-4/A 10.58 October 30, 2017
−Removed: 10.16* Letter Employment Agreement by and between SELLAS Life Sciences Group, Inc.
−Removed: and Barbara Wood, dated March 14, 2018
+Added: 10.7* Employment Agreement by and between the Registrant and Angelos Stergiou, effective July 1, 2019
+Added: 10-Q 10.3 May 14, 2020
+Added: 10.8* Letter Employment Agreement by and between the Registrant and Barbara Wood, dated March 14, 2018
8-K 10.1 March 19, 2018
−Removed: Table of Con tents
−Removed: Number Description Form Exhibit Filing Date
+Added: 10.9* Employment Agreement by and between the Registrant and John Burns, effective as of January 11, 2018
+Added: 8-K 10.1 January 18, 2018
+Added: 10.10* Change in Control Severance Agreement by and between the Registrant and Dragan Cicic, M.D.
+Added: 8-K 10.1 December 16, 2021
10.11+ Patent and Technology License Agreement, dated September 11, 2006, by and among the Board of Regents of the University of Texas System, the University of Texas M.D.
27 unchanged sentences
10-Q 10.5 August 15, 2011
+Added: Number Description Form Exhibit Filing Date
10.16+ Amendment No.
22 unchanged sentences
10-K 10.43 March 12, 2013
−Removed: Table of Con tents
−Removed: Number Description Form Exhibit Filing Date
10.23+ License and Development Agreement, dated January 13, 2014, between the Registrant and Dr.
9 unchanged sentences
8-K 10.8 January 5, 2018
−Removed: 10.34 License Agreement made as of May 19, 2018 by and between the Registrant and 38th Street Suites LLC
−Removed: 8-K 10.1 May 24, 2018
−Removed: 10.35 Form of Voting Agreement by and between the Registrant and its named executive officers, Board of Directors and certain stockholders
−Removed: 8-K 10.2 March 12, 2018
−Removed: 10.36 Form of Warrant issued pursuant to that certain Securities Purchase Agreement dated March 7, 2018 by and between the Registrant and certain investors
−Removed: 8-K 4.1 March 12, 2018
10.28 Form of Warrant Exercise Agreement dated March 6, 2019
8-K 10.1 March 6, 2019
−Removed: 10.38 Equity Distribution Agreement dated October 29, 2019, between the Registrant and Maxim Group LLC
−Removed: 8-K 10.1 October 31, 2019
−Removed: 10.39 Form of Investor Agreement
−Removed: 8-K 10.1 July 9, 2019
+Added: 10.29* 2019 Equity Incentive Plan
+Added: S-8 99.1 March 13, 2020
10.30* Form of Stock Option Grant Notice and Option Agreement under the 2019 Equity Incentive Plan.
8 unchanged sentences
8-K 1.1 January 10, 2020
−Removed: 10.45 Sublease dated June 5, 2020 between the Registrant and Reimer & Braunstein LLP
+Added: 10.35 Sublease dated June 5, 2020 between the Registrant and Riemer & Braunstein LLP
8-K 10.1 June 11, 2020
+Added: 10.36 First Amendment to Sublease dated December 6, 2021 between the Registrant and Riemer & Braunstein LLP
+Added: Number Description Form Exhibit Filing Date
+Added: 10.37* 2021 Employee Stock Purchase Plan
+Added: S-8 99.4 August 13, 2021
10.38 Securities Purchase Agreement dated July 31, 2020 between the Registrant and certain institutional and accredited investors
8 unchanged sentences
Jackson Foundation, and the MD Anderson Cancer Center, dated February 4, 2021
+Added: 10-K 10.50 March 23, 2021
+Added: 10.43 Controlled Equity Offering SM Sales Agreement , dated as o f April 16, 2021, by and among SELLAS Life Sciences Group, Inc.
+Added: and Cantor Fitzgerald & Co.
+Added: S-3 1.2 April 16, 2021
14.1 Code of Business Conduct and Ethics
3 unchanged sentences
24.1 Powers of Attorney (included on signature page hereto)
−Removed: Table of Con tents
−Removed: Number Description Form Exhibit Filing Date
31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act, as amended
11 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
−Removed: ^ The schedules and exhibits to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
+Added: ^ The schedules and exhibits to this exhibit have been omitted pursuant to Item 601(b)(2) or 601(b)(10)(iv), as applicable, of Regulation S-K.
A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
3 unchanged sentences
FORM 10-K SUMMARY
−Removed: Table of Con tents
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 thereunto duly authorized.
12 unchanged sentences
Stergiou, M.D., ScD h.c.
−Removed: Burns Vice President, Finance and Corporate Controller, Chief Accounting Officer
+Added: Burns Senior Vice President, Finance and Chief Accounting Officer
(Principal Accounting Officer) March 31, 2022
6 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.