SELLAS Life Sciences Group, Inc. announced that it has entered into Securities Purchase Agreements with certain investors to purchase 10,130,000 shares at an offering price of $0.75 for the gross proceeds of $7,597,500, 1,870,000 pre-funded warrants exercisable for shares of Common Stock at an issue price of $0.7499 for the gross proceeds of $1,402,313 and warrants to purchase 12,000,000 shares of Common Stock; aggregate gross proceeds of $8,999,813 on January 4, 2024. The Common Warrants have an exercise price of $0.75 per share, are immediately exercisable and will expire five years from the initial exercise date. The Pre-Funded Warrants were sold, in lieu of shares of Common Stock, to certain Purchasers so that the purchase of shares of Common Stock in the Offering by such Purchasers would not otherwise result in any Purchaser, together with its affiliates and certain related parties, beneficially owning more than 9.99% of the Company?s outstanding Common Stock immediately following the consummation of the Offering.

Each Pre-Funded Warrant represents the right to purchase one share of Common Stock at an exercise price of $0.0001 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are exercised in full. Immediately prior to the Offering, the Company had 32,132,890 shares of Common Stock outstanding and, upon completion of the Offering, the Company had 42,262,890 shares outstanding, which gives no effect to the exercise of any Pre-Funded Warrants or Common Warrants.

The Company agreed to pay the Placement Agent a fee in cash equal to 7.0% of the gross proceeds from the sale of the Shares, Pre-Funded Warrants and Common Warrants to the Purchasers. The Company also agreed to reimburse the Placement Agent for all reasonable and documented travel and other out-of-pocket expenses, including the reasonable fees of legal counsel not to exceed $60,000. The Placement Agent Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.