UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 8, 2021
SELLAS Life Sciences Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33958 | 20-8099512 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
|
7 Times Square, Suite 2503 New York, NY 10036 |
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| (Address of Principal Executive Offices) (Zip Code) |
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| Registrant’s telephone number, including area code: (646) 200-5278 | ||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share | SLS | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
Annual Meeting of Stockholders
On June 8, 2021, the Company held its Annual Meeting of Stockholders ("Annual Meeting"). There were 7,997,810 shares of common stock, or approximately 53.02% of all outstanding shares, present in person or represented by proxy. At the Annual Meeting, the stockholders voted on the following four proposals and cast their votes as described below.
Proposal 1
The Company’s stockholders re-elected the following nominee as a Class II director to the Board of the Company to hold office until the 2024 Annual Meeting of Stockholders and until his respective successors have been duly elected and qualified.
| NAME | FOR | WITHHELD | BROKER NON-VOTES | |||||||||
| David Scheinberg | 2,994,106 | 439,536 | 4,564,168 | |||||||||
Proposal 2
The Company’s stockholders ratified the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 7,732,871 | 201,572 | 63,367 | 0 | |||||||||||
Proposal 3
The Company’s stockholders approved the non-binding, advisory resolution on the executive compensation of the Company’s named executive officers.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 2,383,795 | 849,429 | 200,418 | 4,564,168 | |||||||||||
Proposal 4
The Company’s stockholders approved the 2021 Employee Stock Purchase Plan.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 2,808,810 | 481,196 | 143,636 | 4,564,168 | |||||||||||
No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.
SIGNATURES
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 hereunto duly authorized.
| SELLAS Life Sciences Group, Inc. | ||||
| Date: | June 8, 2021 | By: | /s/ Barbara A. Wood | |
| Name: | Barbara A. Wood | |||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||