24 unchanged sentences
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 2024.
−Removed: Separation Agreement with Robert Francomano
−Removed: 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”).
−Removed: Pursuant to the terms of the Francomano Separation Agreement, the Company agreed to pay Mr.
−Removed: Francomano an amount equal to (i) nine months of his base salary, plus (ii) an amount equal to a pro-rated portion of Mr.
−Removed: Francomano’s annual short-term incentive compensation at the applicable target level for the year of 2024.
−Removed: Additionally, the Company will reimburse Mr.
−Removed: 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.
−Removed: Francomano becomes eligible to participate in a subsequent employer’s group health plan.
−Removed: Under the Francomano Separation Agreement, Mr.
−Removed: Francomano has provided customary broad form releases and other confidentiality covenants to SELLAS in connection with his departure.
−Removed: 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.
−Removed: Separation Agreement with Barbara Wood
−Removed: 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").
−Removed: Pursuant to the terms of the Wood Separation Agreement, the Company agreed to pay Ms.
−Removed: Wood an amount equal to (i) 12 months of her base salary, plus (ii) an amount equal to a pro-rated portion of Ms.
−Removed: Wood's annual short-term incentive compensation at the applicable target level for the year of 2024.
−Removed: Additionally, the Company will pay for Ms.
−Removed: 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.
−Removed: Wood becomes eligible to participate in a subsequent employer's group health plan.
−Removed: Under the Wood Separation Agreement, the deadline for Ms.
−Removed: 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.
−Removed: Wood for her accrued, but unused, vacation.
−Removed: Furthermore, Ms.
−Removed: Wood has provided general releases and other confidentiality covenants to SELLAS in connection with her departure.
−Removed: 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
28 unchanged sentences
10-K 10.2 March 28, 2012
−Removed: 4.4 Warrant issued to EQC Private Markets SAC Fund Ltd – EQC Biotech Sely I Fund.
−Removed: 8-K 10.5 January 5, 2018
−Removed: 4.5 Warrant Agreement including form of accompanying Common Warrant as Exhibit B thereto, dated as of July 16, 2018, among the Registrant, Computershare, Inc., and Computershare Trust Company N.A.
−Removed: 8-K 10.1 July 18, 2018
−Removed: 4.6 Amendment to Warrant Agreement including form of accompanying Common Warrant as Exhibit B thereto, dated as of July 16, 2018, among the Registrant, Computershare, Inc., and Computershare Trust Company N.A.
−Removed: 8-K 10.2 July 9, 2019
−Removed: 4.7 Form of Warrant issued in exchange of Series A Preferred Stock in connection with July 2018 public offering.
−Removed: 8-K 10.3 July 18, 2018
−Removed: 4.8 Form of New Warrant issued in connection with Warrant Exercise Agreement dated March 6, 2019.
−Removed: 8-K 4.1 March 6, 2019
−Removed: 4.9 Warrant Agreement, including form of accompanying Common Warrant as Exhibit B thereto, dated as of June 18, 2019, among the Registrant, Computershare Inc., and Computershare Trust Company N.A.
−Removed: 8-K 10.1 June 18, 2019
−Removed: 4.10 Form of Pre-Funded Warrant in connection with June 2019 public offering.
−Removed: 8-K 10.2 June 18, 2019
4.4 Form of Warrant in connection with January Registered Direct 2020.
4 unchanged sentences
8-K 4.1 August 4, 2020
−Removed: 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.
−Removed: 8-K 4.1 March 12, 2018
−Removed: Number Description Form Exhibit Filing Date
4.7 Form of Warrant.
8 unchanged sentences
8-K 4.2 October 31, 2023
+Added: 4.12 Form of Common Warrant issued in connection with January 2024 Offering.
+Added: 8-K 4.2 January 8, 2024
+Added: 4.13 Form of Pre-Funded Warrant issued in connection with January 2024 Offering.
+Added: 8-K 4.1 January 8, 2024
+Added: 4.14 Form of Common Warrant issued in connection with March 2024 Registered Direct Offering.
+Added: 8-K 4.2 March 15, 2024
+Added: 4.15 Form of Pre-Funded Warrant issued in connection with March 2024 Registered Direct Offering.
+Added: 8-K 4.1 March 15, 2024
+Added: 4.16 Form of Pre-Funded Warrant.
+Added: 8-K 4.1 August 1, 2024
+Added: 4.17 Form of Common Warrant.
+Added: 8-K 4.2 August 1, 2024
+Added: Number Description Form Exhibit Filing Date
+Added: 4.18 Form of Pre-Funded Warrant.
+Added: 8-K 4.1 January 29, 2025
+Added: 4.19 Form of Warrant.
+Added: 8-K 4.2 January 29, 2025
9.1 Securities Purchase Agreement dated March 7, 2018 by and between the Registrant and certain investors.
14 unchanged sentences
10-Q 10.3 May 14, 2020
−Removed: 10.8* Letter Employment Agreement, dated March 14, 2018, by and between the Registrant and Barbara Wood.
−Removed: 8-K 10.1 March 19, 2018
10.8* Employment Agreement, effective as of January 11, 2018, by and between the Registrant and John Burns.
8-K 10.1 January 18, 2018
−Removed: 10.10* Severance Agreement, dated March 27, 2023, by and between the Registrant and Robert Francomano
−Removed: 10-Q 10.1 May 11, 2023
−Removed: 10.17 Scientific Advisory Agreement, dated April 13, 2011, between the Registrant (formerly Galena Biopharma, Inc.) and George E.
−Removed: Peoples, Ph.D.
−Removed: 10-Q 10.10 August 15, 2011
−Removed: 10.22+ License and Supply Agreement, effective December 3, 2012, by and between the Registrant and ABIC Marketing Limited, a subsidiary of Teva Pharmaceuticals.
−Removed: 10-K 10.43 March 12, 2013
−Removed: 10.23+ License and Development Agreement, dated January 13, 2014, by and between the Registrant and Dr.
−Removed: Reddy’s Laboratories, Ltd.
−Removed: 10-K 10.36 March 17, 2014
−Removed: 10.24+ Exclusive License Agreement, dated as of December 20, 2013, between Mills Pharmaceuticals, LLC and BioVascular, Inc.
−Removed: 10-K 10.37 March 17, 2014
−Removed: 10.25 Amendment of the Exclusive License Agreement, dated September 7, 2017, by and between Mills Pharmaceuticals, LLC and BioVascular, Inc.
−Removed: 8-K 10.1 September 11, 2017
+Added: 10.9* Letter Employment Agreement, effective as of January 2, 2020, by and between the Registrant and Dragan Cicic.
+Added: 10.10* Change in Control Severance Agreement, dated December 14, 2021, between SELLAS Life Sciences Group, Inc and Dragan Cicic, M.D.
+Added: 8-K 10.1 December 16, 2021
+Added: 10.11* Amendment to Change in Control Severance Agreement, effective as of January 22, 2024, by and between the Registrant and Dragan Cicic.
+Added: 10.12* Amendment to Change in Control Severance Agreement, effective as of March 4, 2025, by and between the Registrant and Dragan Cicic.
+Added: 10.13* Amendment to Change in Control Severance Agreement, effective as of March 4, 2025, by and between the Registrant and John Burns.
10.26+ Amended and Restated Exclusive License Agreement by and between SELLAS Life Sciences Group Ltd and Memorial Sloan Kettering Cancer Center, effective October 11, 2017.
6 unchanged sentences
10-Q 10.1 August 10, 2023
−Removed: 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 unchanged sentences
10-K 10.36 March 31, 2022
+Added: Number Description Form Exhibit Filing Date
10.36* 2021 Employee Stock Purchase Plan.
6 unchanged sentences
10-K 10.39 March 16, 2023
−Removed: 10.40 Termination Agreement, dated February 4, 2021, among the Registrant, The Henry M.
−Removed: Jackson Foundation, and the MD Anderson Cancer Center.
−Removed: 10-K 10.50 March 23, 2021
10.41 Sales Agreement, dated as of April 16, 2021, by and between SELLAS Life Sciences Group, Inc.
18 unchanged sentences
8-K 1.1 October 31, 2023
−Removed: 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.
+Added: 10-K 10.50 March 28, 2024
10.51 Separation Agreement, effective as of March 27, 2024, by and between the Registrant and Barbara Wood.
−Removed: 14.1 Code of Business Conduct and Ethics.
+Added: 10-K 10.51 March 28, 2024
+Added: 10.52 Form of Placement Agency Agreement entered into in connection with January 2024 Offering.
8-K 1.1 January 8, 2024
+Added: 10.53 Form of Securities Purchase Agreement, dated as of January 8, 2024, by and among SELLAS Life Sciences Group, Inc.
+Added: and the purchasers party hereto.
+Added: 8-K 10.1 January 8, 2024
+Added: 10.54 Form of Placement Agency Agreement entered into in connection with March 2024 Registered Direct Offering.
+Added: 8-K 1.1 March 15, 2024
+Added: 10.55 Form of Securities Purchase Agreement, dated as of March 15, 2024, by and among SELLAS Life Sciences Group, Inc.
+Added: and the purchasers party hereto.
+Added: 8-K 10.1 March 15, 2024
+Added: 10.56 Form of Placement Agent Agreement.
+Added: 8-K 1.1 August 1, 2024
+Added: 10.57 Form of Securities Purchase Agreement, dated as of July 30, 2024, by and among SELLAS Life Sciences Group, Inc.
+Added: and the purchaser party thereto.
+Added: 8-K 10.1 August 1, 2024
+Added: 10.58 Letter Agreement, effective October 3, 2024, by and between SELLAS Life Sciences Group, Inc.
+Added: and Times Square Tower Associates LLC.
+Added: 8-K 10.1 October 4, 2024
+Added: 10.59 Placement Agent Agreement, dated as of January 28, 2025, by and among SELLAS Life Sciences Group, Inc., A.G.P./Alliance Global Partners and Maxim Group LLC.
+Added: 8-K 1.1 January 29, 2025
+Added: 10.60 Form of Securities Purchase Agreement, dated as of January 28, 2025, by and among SELLAS Life Sciences Group, Inc.
+Added: and the purchasers party thereto.
+Added: 8-K 10.1 January 29, 2025
+Added: 14.1 Code of Business Conduct and Ethics.
+Added: 19.1 Insider Trading Policy.
+Added: Number Description Form Exhibit Filing Date
21.1 Subsidiaries of the Registrant.
2 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.
−Removed: 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.
3 unchanged sentences
Clawback Policy.
+Added: 10-K 97 March 28, 2024
101.INS*** XBRL Instance Document.
28 unchanged sentences
(Principal Financial and Accounting Officer) March 20, 2025
−Removed: /s/ Jane Wasman Chair of the Board of Directors March 28, 2024
+Added: /s/ John Varian Chair of the Board of Directors March 20, 2025
/s/ David Scheinberg Director March 20, 2025
2 unchanged sentences
Robert Van Nostrand
−Removed: /s/ John Varian Director March 28, 2024
+Added: /s/ Jane Wasman Director March 20, 2025
/s/ Katherine Kalin Director March 20, 2025
1 unchanged sentence
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.