| ITEM 1.01 |
Entry into a Material Definitive Agreement. |
On February 23, 2023, SELLAS Life Sciences Group, Inc. (the “Company”)
entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co., as representative
of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten public offering
of 7,220,217 shares (the “Underwritten Shares”) of the Company’s common stock, par value $0.0001 per share (the
“Common Stock”) and warrants (the “Warrants”, and together with the Underwritten Shares, the “Securities”)
to purchase up to 7,220,217 shares of Common Stock. All of the Securities are being sold by the Company. The offering price to the public
of the Underwritten Shares and accompanying Warrants is $2.77 per share and accompanying Warrant, and the Underwriters have agreed to
purchase the Underwritten Shares and accompanying Warrants from the Company pursuant to the Underwriting Agreement at a price of $2.77
per share and accompanying Warrant. The Company expects to receive net proceeds from the offering of approximately $18.5 million, after
deducting underwriting discounts and commissions and estimated offering expenses.
The Underwritten Shares and accompanying Warrants will be issued pursuant
to the Company’s shelf registration statement on Form S-3 (Registration Statement No. 333-255318) that was previously filed with
the Securities and Exchange Commission (the “Commission”) on April 16, 2021 and was declared effective on April 29,
2021 (the “Registration Statement”). A preliminary prospectus supplement relating to the offering has been filed with
the Commission. The offering is expected to close on or about February 28, 2023, subject to the satisfaction of customary closing conditions.
A copy of the legal opinion and consent of Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C. relating to the validity of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.
The Underwriting Agreement contains customary representations and warranties,
agreements and obligations, conditions to closing and termination provisions. The Underwriting Agreement provides for indemnification
by the Underwriters of the Company, its directors and certain of its executive officers, and by the Company of the Underwriters, for certain
liabilities, including liabilities arising under the Securities Act of 1933, as amended, and affords certain rights of contribution with
respect thereto. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting
Agreement, which is attached as Exhibit 1.1 hereto and incorporated by reference herein.
The Warrants are subject to adjustment
in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting
the Common Stock upon any distributions for no consideration of assets to the Company’s stockholders and, for a period of two years
from the date of issuance, are subject to price-based adjustment in the event of any issuances of Common Stock, or security convertible,
exercisable or exchangeable for Common Stock, at a price below the then-applicable Exercise Price (subject to certain exceptions). Each
Warrant is exercisable at any time and from time to time after issuance and will expire five years from the date of issuance. In the event
of certain corporate transactions, the holders of the Warrants will be entitled to receive, upon exercise of the Warrants, the kind and
amount of securities, cash or other property that the holders would have received had they exercised the Warrants immediately prior to
such transaction. The Warrants do not entitle the holders thereof to any voting rights or any of the other rights or privileges to which
holders of Common Stock are entitled. The foregoing summary of the Warrants does not purport to be complete and is subject to, and qualified
in its entirety by, the form of Warrant, which is filed herewith as Exhibit 4.1 and incorporated herein by reference.
In connection with the offering,
the Company has agreed to reduce the exercise price of an aggregate of 3,438,851 warrants that were issued on April 5, 2022 to $3.62,
the average closing price of our common stock, as reported on the Nasdaq Capital Market, for the five immediately preceding trading days.
In connection with the offering, certain information relating to Part
II, Item 14 of the Registration Statement under the heading “Other Expenses of Issuance and Distribution” is being filed with
this Current Report on Form 8-K to be incorporated by reference into the Registration Statement.