8-K

SELLAS Life Sciences Group, Inc. (SLS)

8-K 2025-06-18 For: 2025-06-17
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Added on April 08, 2026

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 17, 2025

SELLAS

Life Sciences Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-33958 20-8099512
(State or other jurisdiction of<br> incorporation or organization) (Commission <br><br>File Number) (I.R.S. Employer <br><br>Identification No.)
7 Times Square, Suite 2503 New York, NY 10036
(Address of Principal Executive <br> Offices) (Zip Code)
Registrant’s<br> 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 Stock Market LLC

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 17, 2025, SELLAS Life Sciences Group, Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”). There were 61,319,182 shares of common stock, or approximately 64.85% of all outstanding shares, present in person or represented by proxy. At the Annual Meeting, the stockholders voted on the following three proposals and cast their votes as described below.

Proposal 1

The Company’s stockholders re-elected each of the following nominees as a Class III director to the Board of the Company to hold office until the 2028 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified.

NAME FOR WITHHELD BROKER NON-VOTES
Angelos M. Stergiou 36,403,967 7,081,252 17,833,963
John Varian 36,659,682 6,825,537 17,833,963

Proposal 2

The Company’s stockholders ratified the appointment of Baker Tilly US, LLP (as the successor to Moss Adams LLP) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

FOR AGAINST ABSTAIN BROKER NON-VOTES
56,868,642 3,434,699 1,015,841 -

Proposal 3


The Company’s stockholders approved an amendment to the Company’s 2021 Employee Stock Purchase Plan (“ESPP”) to increase the number of shares of common stock available for sale under the ESPP by 800,000.


FOR AGAINST ABSTAIN BROKER NON-VOTES
28,823,444 14,028,009 633,766 17,833,963

Proposal 4

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
29,589,249 12,767,791 1,128,179 17,833,963

Proposal 5

The Company’s stockholders recommended, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers.

I YEAR 2 YEARS 3 YEARS ABSTAIN
34,762,424 1,716,688 4,234,750 2,771,357

Proposal 6


The Company’s stockholders approved an adjournment of the Annual Meeting, if necessary, to solicit additional proxies in favor of proposals 1, 2, 3, 4 and 5.


FOR AGAINST ABSTAIN BROKER NON-VOTES
45,892,670 14,355,617 1,070,895 -

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 18, 2025 By: /s/ John T. Burns
Name: John T. Burns
Title: Senior Vice President, Chief Financial Officer