8-K

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 20, 2023

SELLASLife Sciences Group, Inc.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 aVote of Security Holders.

Annual Meeting of Stockholders

On June 20, 2023, the Company held its Annual Meeting of Stockholders (“Annual Meeting”). There were 15,300,456 shares of common stock, or approximately 53.97% of all outstanding shares, present in person or represented by proxy. At the Annual Meeting, the stockholders voted on the following five proposals and cast their votes as described below.

Proposal 1

The Company’s stockholders re-elected each of the following nominees as a Class I director to the Board of the Company to hold office until the 2026 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified.

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, 2023.

Proposal 3

The Company’s stockholders approved an amendment to the Company’s 2019 Equity Incentive Plan (the “2019 Equity Plan”) to increase the number of shares of Common Stock authorized for issuance under the 2019 Equity Plan by 3,000,000 shares and to delete the reference to the evergreen provision which expired on January 2, 2023 from the 2019 Equity Plan.

Proposal 4

The affirmative vote of a majority of all outstanding common stock was required pursuant to Delaware law to approve the amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation. Abstentions and broker non-votes were required to be treated as votes against this proposal. The amendment was not approved because an affirmative vote of all outstanding common stock was not received.

Proposal 5

The Company’s stockholders approved the non-binding, advisory resolution on the executive compensation of the Company’s named executive officers.

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.