What changed in this filing

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Item 9A. Controls and Procedures

2024-03-28 compared with 2023-03-16 · 62 added, 58 removed, 190 unchanged (39% of the section changed)

22 unchanged sentences

OTHER INFORMATION

Rule 10b5-1 Trading Plans

None of our directors or officers have adopted , modified, or terminated any trading plans under Rule10b5-1 of the Exchange Act or any similar arrangements during the fourth quarter of 2023.

Separation Agreement with Robert Francomano

On March 26, 2024, SELLAS and Robert Francomano, Senior Vice President, Chief Commercial Officer of SELLAS, entered into a Separation and General Release Agreement (the “Francomano Separation Agreement”).

Pursuant to the terms of the Francomano Separation Agreement, the Company agreed to pay Mr.

Francomano an amount equal to (i) nine months of his base salary, plus (ii) an amount equal to a pro-rated portion of Mr.

Francomano’s annual short-term incentive compensation at the applicable target level for the year of 2024.

Additionally, the Company will reimburse Mr.

Francomano his payments for COBRA health insurance benefits commencing with the separation date and continuing for the earlier of (i) the nine month anniversary of the separation date and (ii) the end of the calendar month in which Mr.

Francomano becomes eligible to participate in a subsequent employer’s group health plan.

Under the Francomano Separation Agreement, Mr.

Francomano has provided customary broad form releases and other confidentiality covenants to SELLAS in connection with his departure.

The foregoing description of the material terms of the Francomano Separation Agreement is qualified in its entirety by the full text of the Francomano Separation Agreement, which is attached hereto as Exhibit 10.50, and is incorporated herein by reference.

Separation Agreement with Barbara Wood

On March 27, 2024, SELLAS and Barbara Wood, Executive Vice President, General Counsel and Corporate Secretary of SELLAS, entered into a Separation and General Release Agreement (the "Wood Separation Agreement").

Pursuant to the terms of the Wood Separation Agreement, the Company agreed to pay Ms.

Wood an amount equal to (i) 12 months of her base salary, plus (ii) an amount equal to a pro-rated portion of Ms.

Wood's annual short-term incentive compensation at the applicable target level for the year of 2024.

Additionally, the Company will pay for Ms.

Wood's COBRA health insurance benefits commencing with the separation date and continuing for the earlier of (i) the 12 month anniversary of the separation date and (ii) the end of the calendar month in which Ms.

Wood becomes eligible to participate in a subsequent employer's group health plan.

Under the Wood Separation Agreement, the deadline for Ms.

Wood to exercise any stock options granted under the Company's 2017 Equity Incentive Plan and 2023 Amended and Restated Equity Incentive Plan has been extended to six months after the separation date, and the Company agreed to pay Ms.

Wood for her accrued, but unused, vacation.

Furthermore, Ms.

Wood has provided general releases and other confidentiality covenants to SELLAS in connection with her departure.

The foregoing description of the material terms of the Wood Separation Agreement is qualified in its entirety by the full text of the Wood Separation Agreement, which is attached hereto as Exhibit 10.51, and is incorporated herein by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

55 unchanged sentences

10-K 4.41 March 13, 2020

4.17 Form of Warrant

8-K 4.1 February 24, 2023

4.18 Form of Pre-Funded Warrant

8-K 4.1 October 31, 2023

4.19 Form of Common Warrant

8-K 4.2 October 31, 2023

9.1 Securities Purchase Agreement dated March 7, 2018 by and between the Registrant and certain investors.

18 unchanged sentences

8-K 10.1 January 18, 2018

10.10* Change in Control Severance Agreement, dated December 14, 2021, by and between the Registrant and Dragan Cicic, M.D.

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.

Anderson Cancer Center, the Henry M.

Jackson Foundation for the Advancement of Military Medicine, Inc., and Apthera, Inc.

(formerly Advanced Peptide Therapeutics, Inc.).

10-Q 10.1 August 15, 2011

10.12 Amendment No.

1 to Patent and Technology License Agreement, dated December 21, 2007, by and among the Board of Regents of the University of Texas System, the University of Texas M.D.

Anderson Cancer Center, the Henry M.

Jackson Foundation for the Advancement of Military Medicine, Inc., and Apthera, Inc.

(formerly Advanced Peptide Therapeutics, Inc.).

10-Q 10.2 August 15, 2011

10.13 Amendment No.

2 to Patent and Technology License Agreement, dated September 3, 2008, by and among the Board of Regents of the University of Texas System, the University of Texas M.D.

Anderson Cancer Center, the Henry M.

Jackson Foundation for the Advancement of Military Medicine, Inc., and Apthera, Inc.

(formerly Advanced Peptide Therapeutics, Inc.).

10-Q 10.3 August 15, 2011

10.14 Amendment No.

3 to Patent and Technology License Agreement, dated July 8, 2009, by and among the Board of Regents of the University of Texas System, the University of Texas M.D.

Anderson Cancer Center, the Henry M.

Jackson Foundation for the Advancement of Military Medicine, Inc., and Apthera, Inc.

(formerly Advanced Peptide Therapeutics, Inc.).

10-Q 10.4 August 15, 2011

10.15+ Amendment No.

4 to Patent and Technology License Agreement, dated February 11, 2010, by and among the Board of Regents of the University of Texas System, the University of Texas M.D.

Anderson Cancer Center, the Henry M.

Jackson Foundation for the Advancement of Military Medicine, Inc., and Apthera, Inc.

(formerly Advanced Peptide Therapeutics, Inc.).

10-Q 10.5 August 15, 2011

Number Description Form Exhibit Filing Date

10.16+ Amendment No.

5 to Patent and Technology License Agreement, dated January 10, 2011, by and among the Board of Regents of the University of Texas System, the University of Texas M.D.

Anderson Cancer Center, the Henry M.

Jackson Foundation for the Advancement of Military Medicine, Inc., and Apthera, Inc.

(formerly Advanced Peptide Therapeutics, Inc.).

10-Q 10.6 August 15, 2011

10.10* Severance Agreement, dated March 27, 2023, by and between the Registrant and Robert Francomano

10-Q 10.1 May 11, 2023

10.17 Scientific Advisory Agreement, dated April 13, 2011, between the Registrant (formerly Galena Biopharma, Inc.) and George E.

1 unchanged sentence

10-Q 10.10 August 15, 2011

10.18+ Exclusive License Agreement, dated as of July 11, 2011, by and among The Henry M.

Jackson Foundation for the Advancement of Military Medicine, Inc., the Registrant (formerly Galena Biopharma, Inc.) and its wholly owned subsidiary, Apthera, Inc.

10-Q 10.12 August 15, 2011

10.19+ Exclusive License Agreement, dated as of September 16, 2011, by and among The Henry M.

Jackson Foundation for the Advancement of Military Medicine, Inc., The Board of Regents of the University of Texas System, The University of Texas M.

Anderson Cancer Center and the Registrant (formerly Galena Biopharma, Inc.).

8-K 10.1 September 21, 2011

10.20+ License Agreement, effective as of April 30, 2009, by and between Kwangdong Pharmaceutical Co., Ltd.

and Apthera, Inc.

10-K 10.45 March 28, 2012

10.21 Amendment No.

1 to License Agreement, dated as of January 13, 2012, by and among Apthera, Inc., Kwangdong Pharmaceutical Co., Ltd., and the Registrant.

10-K 10.46 March 28, 2012

10.22+ License and Supply Agreement, effective December 3, 2012, by and between the Registrant and ABIC Marketing Limited, a subsidiary of Teva Pharmaceuticals.

13 unchanged sentences

8-K 10.1 March 6, 2019

10.29* 2019 Equity Incentive Plan.

S-8 99.1 March 13, 2020

10.30* Form of Stock Option Grant Notice and Option Agreement under the 2019 Equity Incentive Plan.

10.29* 2023 Amended and Restated Equity Incentive Plan

10-Q 10.1 August 10, 2023

Number Description Form Exhibit Filing Date

10.30* Form of Stock Option Grant Notice and Option Agreement under the 2023 Amended and Restated Equity Incentive Plan.

10-K 10.48 March 13, 2020

10.31* Form of Restricted Stock Unit Grant and Agreement under the 2019 Equity Incentive Plan.

10.31* Form of Restricted Stock Unit Grant and Agreement under the 2023 Amended and Restated Equity Incentive Plan.

10-K 10.49 March 13, 2020

5 unchanged sentences

8-K 10.1 June 11, 2020

Number Description Form Exhibit Filing Date

10.35 First Amendment to Sublease, dated December 6, 2021, by and between the Registrant and Riemer & Braunstein LLP.

7 unchanged sentences

10.39+ Side Letter Agreement, dated December 5, 2022, by and between the Registrant and 3D Medicines Inc.

10-K 10.39 March 16, 2023

10.40 Termination Agreement, dated February 4, 2021, among the Registrant, The Henry M.

7 unchanged sentences

10-Q 10.1 May 12, 2022

10.43 Form of Amendment to Common Stock Purchase Warrant

8-K 10.1 March 1, 2023

10.44* 2023 Amended and Restated Equity Incentive Plan

10-Q 10.1 August 10, 2023

10.45 Addendum to the Side Letter Agreement dated May 24, 2023 by and between the Registrant and 3D Medicines Inc.

10-Q 10.2 August 10, 2023

10.46 Second Amendment to Sublease, dated December 11, 2023, by and between SELLAS Life Sciences Group, Inc.

and Times Square Tower Associates LLC

8-K 10.1 December 11, 2023

10.47 Form of Securities Purchase Agreement, dated as of October 30, 2023, by and among SELLAS Life Sciences Group, Inc.

and the purchaser party thereto.

8-K 10.1 October 31, 2023

10.48 Form of Placement Agency Agreement

8-K 1.1 October 31, 2023

10.49 Employment Agreement, effective as of February 25, 2022, by and between the Registrant and Robert Francomano

10.50 Separation Agreement, effective as of March 26, 2024, by and between the Registrant and Robert Francomano

10.51 Separation Agreement, effective as of March 27, 2024, by and between the Registrant and Barbara Wood

14.1 Code of Business Conduct and Ethics.

4 unchanged sentences

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.

Number Description Form Exhibit Filing Date

31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act, as amended.

1 unchanged sentence

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97 SELLAS Life Sciences Group, Inc.

Clawback Policy

101.INS*** XBRL Instance Document.

19 unchanged sentences

President and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Angelos Stergiou and Barbara A.

Wood, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this annual report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Angelos Stergiou and John Burns, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

15 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.

What changed 10-K

Item 9A. Controls and Procedures