Filing Details
- Accession Number:
- 0001193125-18-080622
- Form Type:
- 13D Filing
- Publication Date:
- 2018-03-13 15:39:56
- Filed By:
- Equilibria Capital Management Ltd
- Company:
- Sellas Life Sciences Group Inc. (NASDAQ:SLS)
- Filing Date:
- 2018-03-13
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Equilibria Capital Management Limited | 149,766 | 2,898,357 | 149,766 | 2,898,357 | 3,048,123 | 48.2% |
| EQC Private Markets SAC Fund II Ltd 151 EQC Biotech Sely S Fund | 0 | 1,521,863 | 0 | 1,521,863 | 1,521,863 | 25.3% |
| EQC Private Markets SAC Fund Ltd 151 EQC Biotech Sely I Fund | 0 | 992,487 | 0 | 992,487 | 992,487 | 15.7% |
| EQC Private Markets SAC Fund Ltd 151 EQC Biotech Sely II Fund | 0 | 325,799 | 0 | 325,799 | 325,799 | 5.6% |
| EQC Private Markets II SAC Fund Ltd 151 EQC Biotech Sely III Fund | 0 | 58,208 | 0 | 58,208 | 58,208 | 1.0% |
| Varibobi Financial Holdings Ltd | 3,343 | 3,048,123 | 3,343 | 3,048,123 | 3,051,466 | 48.2% |
| Daniel Tafur | 3,343 | 3,048,123 | 3,343 | 3,048,123 | 3,051,466 | 48.2% |
| Fabio L pez | 3,343 | 3,048,123 | 3,343 | 3,048,123 | 3,051,466 | 48.2% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SELLAS Life Sciences Group, Inc.
(Name of issuer)
Common Stock, par value $0.0001 per share
(Title of class of securities)
81642T 100
(CUSIP number)
Daniel Tafur
Equilibria Capital Management Limited
One Bermudiana Road
Hamilton, Bermuda HM08
(Name, address and telephone number of person authorized to receive notices and communications)
March 9, 2018
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| SCHEDULE 13D/A | ||||
| CUSIP No. 81642T 100 | Page 2 of 13 |
| (1) | Names of reporting persons
Equilibria Capital Management Limited | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
Bermuda | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
149,766 | ||||
| (8) | Shared voting power
2,898,357 (See Item 5) | |||||
| (9) | Sole dispositive power
149,766 | |||||
| (10) | Shared dispositive power
2,898,357 (See Item 5) | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
3,048,123 (See Item 5) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
48.2% (See Item 5) (1) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| (1) | Calculated based upon 6,012,088 shares of common stock of SELLAS Life Sciences Group, Inc. issued and outstanding as of March 12, 2018, as provided by the Company, and 316,163 shares of Common Stock issuable upon exercise of warrants held by EQC Private Markets SAC Fund Ltd EQC Biotech Sely I Fund. |
| SCHEDULE 13D/A | ||||
| CUSIP No. 81642T 100 | Page 3 of 13 |
| (1) | Names of reporting persons
EQC Private Markets SAC Fund II Ltd EQC Biotech Sely S Fund | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
Bermuda | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
1,521,863 (See Item 5) | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
1,521,863 (See Item 5) | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
1,521,863 (See Item 5) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
25.3% (See Item 5) (1) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| (1) | Calculated based upon 6,012,088 shares of common stock of SELLAS Life Sciences Group, Inc. issued and outstanding as of March 12, 2018, as provided by the Company. |
| SCHEDULE 13D/A | ||||
| CUSIP No. 81642T 100 | Page 4 of 13 |
| (1) | Names of reporting persons
EQC Private Markets SAC Fund Ltd EQC Biotech Sely I Fund | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
Bermuda | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
992,487 (See Item 5) | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
992,487 (See Item 5) | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
992,487 (See Item 5) (1) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
15.7% (See Item 5) (2) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| (1) | Includes 316,163 shares of Common Stock issuable upon exercise of warrants held by EQC Private Markets SAC Fund Ltd EQC Biotech Sely I Fund. |
| (2) | Calculated based upon 6,012,088 shares of common stock of SELLAS Life Sciences Group, Inc. issued and outstanding as of March 12, 2018, as provided by the Company, and 316,163 shares of Common Stock issuable upon exercise of warrants held by EQC Private Markets SAC Fund Ltd EQC Biotech Sely I Fund. |
| SCHEDULE 13D/A | ||||
| CUSIP No. 81642T 100 | Page 5 of 13 |
| (1) | Names of reporting persons
EQC Private Markets SAC Fund Ltd EQC Biotech Sely II Fund | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
Bermuda | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
325,799 (See Item 5) | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
325,799 (See Item 5) | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
325,799 (See Item 5) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
5.6% (See Item 5) (1) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| (1) | Calculated based upon 6,012,088 shares of common stock of SELLAS Life Sciences Group, Inc. issued and outstanding as of March 12, 2018, as provided by the Company. |
| SCHEDULE 13D/A | ||||
| CUSIP No. 81642T 100 | Page 6 of 13 |
| (1) | Names of reporting persons
EQC Private Markets II SAC Fund Ltd EQC Biotech Sely III Fund | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
Bermuda | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
58,208 (See Item 5) | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
58,208 (See Item 5) | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
58,208 (See Item 5) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
1.0% (See Item 5) (1) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| (1) | Calculated based upon 6,012,088 shares of common stock of SELLAS Life Sciences Group, Inc. issued and outstanding as of March 12, 2018, as provided by the Company. |
| SCHEDULE 13D/A | ||||
| CUSIP No. 81642T 100 | Page 7 of 13 |
| (1) | Names of reporting persons
Varibobi Financial Holdings Ltd. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
Cyprus | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
3,343 (See Item 5) | ||||
| (8) | Shared voting power
3,048,123 (see Item 5) | |||||
| (9) | Sole dispositive power
3,343 (See Item 5) | |||||
| (10) | Shared dispositive power
3,048,123 (See Item 5) | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
3,051,466 (See Item 5) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
48.2% (See Item 5) (1) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| (1) | Calculated based upon 6,012,088 shares of common stock of SELLAS Life Sciences Group, Inc. issued and outstanding as of March 12, 2018, as provided by the Company and 316,163 shares of Common Stock issuable upon exercise of warrants held by EQC Private Markets SAC Fund Ltd EQC Biotech Sely I Fund. |
| SCHEDULE 13D/A | ||||
| CUSIP No. 81642T 100 | Page 8 of 13 |
| (1) | Names of reporting persons
Daniel Tafur | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
Spain | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
3,343 (See Item 5) | ||||
| (8) | Shared voting power
3,048,123 (See Item 5) | |||||
| (9) | Sole dispositive power
3,343 (See Item 5) | |||||
| (10) | Shared dispositive power
3,048,123 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
3,051,466 (See Item 5) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
48.2% (See Item 5) (1) | |||||
| (14) | Type of reporting person (see instructions)
IN | |||||
| (1) | Calculated based upon 6,012,088 shares of common stock of SELLAS Life Sciences Group, Inc. issued and outstanding as of March 12, 2018, as provided by the Company and 316,163 shares of Common Stock issuable upon exercise of warrants held by EQC Private Markets SAC Fund Ltd EQC Biotech Sely I Fund. |
| SCHEDULE 13D/A | ||||
| CUSIP No. 81642T 100 | Page 9 of 13 |
| (1) | Names of reporting persons
Fabio López | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
Spain | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
3,343 | ||||
| (8) | Shared voting power
3,048,123 (See Item 5) | |||||
| (9) | Sole dispositive power
3,343 | |||||
| (10) | Shared dispositive power
3,048,123 (See Item 5) | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
3,051,466 (See Item 5) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| (13) | Percent of class represented by amount in Row (11)
48.2% (See Item 5) (1) | |||||
| (14) | Type of reporting person (see instructions)
IN | |||||
| (1) | Calculated based upon 6,012,088 shares of common stock of SELLAS Life Sciences Group, Inc. issued and outstanding as of March 12, 2018, as provided by the Company and 316,163 shares of Common Stock issuable upon exercise of warrants held by EQC Private Markets SAC Fund Ltd EQC Biotech Sely I Fund. |
Amendment No. 1 to Schedule 13D
This Amendment No. 1 (Amendment) amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the SEC) on January 8, 2018 (the Original Schedule 13D). Except as specifically amended by this Amendment No. 1, each Item of the Original Schedule 13D remains unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Original Schedule 13D is hereby amended and restated as follows:
(a)-(b) The information contained on the cover pages of this Statement is incorporated herein by reference.
As of March 12, 2018, Equilibria is (1) the record owner of 149,766 shares, or approximately 2.5%, of the Common Stock outstanding and (2) the beneficial owner of 3,048,123 shares, or approximately 48.2%, of the Common Stock outstanding (including 316,163 shares of Common Stock that may be acquired pursuant to the exercise of warrants held by Sely I), in each case based on 6,012,088 shares of Common Stock issued and outstanding as of March 12, 2018, as provided by the Company. Equilibria is owned in part by Varibobi which is is the record owner of 3,343 shares of Common Stock, or less than 1% of the Common Stock outstanding. Varibobi is owned by Mr. López, who is also the chief executive officer, a director and an owner of Equilibria. Mr. Tafur is the record owner of 3,343 shares, or less than 1%, of the Common Stock outstanding, and is the founder, chief investment officer and board member of Equilibria. Consequently, each of Equilibria, Varibobi, Mr. López and Mr. Tafur may be deemed, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, to be the beneficial owner of the shares of Common Stock (including the shares issuable upon exercise of the warrants held by Sely I), but each person disclaims such beneficial ownership, except to the extent of its or his pecuniary interest in such shares and warrants.
Except for Mr. Tafur and Mr. López, none of the individuals listed in Item 2 hereof beneficially owns any shares of Common Stock.
(c) Except as set forth in Item 3 hereof, there have been no transactions in shares of Common Stock by any of the Reporting Persons or by any individuals or entities named in Item 2 of the Statement during the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 6 of the Original Schedule 13D is hereby amended and restated as follows:
On March 7, 2018, the Company entered into a Securities Purchase Agreement (the Purchase Agreement) with investors signatory thereto (the Investors), pursuant to which the Company agreed to sell to the Investors, in a private placement (the Private Placement), an aggregate of 10,700 shares of the Companys newly-created non-voting Series A 20% Convertible Preferred Stock, par value $0.0001 per share (the Series A Convertible Preferred), and warrants (Warrants) to acquire an aggregate 1,383,631 shares of the Companys common stock, par value $0.0001 per share (Common Stock), at an aggregate purchase price of $10,700,000. The Series A Convertible Preferred is initially convertible into 1,844,827 shares of Common Stock based on an initial conversion price of $5.80 per share.
At the first closing of the Private Placement on March 9, 2018, the Company issued an aggregate 5,987 shares of Series A Convertible Preferred and 774,186 Warrants for aggregate gross proceeds of $5,987,000. The second closing of the remaining 4,713 shares of Series A Convertible Preferred and Warrants to acquire an aggregate of 609,445 shares of Common Stock, for aggregate gross proceeds of $4,713,000, will occur within five business days of receipt of the necessary stockholder approval under the applicable rules and regulations of the Nasdaq Stock Market LLC. Under the Purchase Agreement, the Company is obligated to seek stockholder approval no later than May 7, 2018, and will file proxy materials with the SEC in connection therewith.
| SCHEDULE 13D/A | ||||
| CUSIP No. 81642T 100 | Page 11 of 13 |
As a condition to the first closing, each of the Reporting Persons entered into a Voting Agreement dated March 9, 2018 with the Company (each a Voting Agreement), pursuant to which each of them agreed to vote in favor of any resolution presented to the stockholders of the Company to approve the issuance, in the aggregate, of greater than 19.99% of the Common Stock outstanding prior to the entry into the Purchase Agreement, for less than the greater of the book or market value of the Common Stock as required by the listing rules of the Nasdaq Stock Market. In addition, each Reporting Person entered into a lock-up agreement with the Company (each a Lock-Up Agreement) pursuant to which each Reporting Person agreed to refrain from certain transactions in the Companys equity securities until the earlier of (i) September 9, 2018 (the six month anniversary of the first closing) and (ii) the initial closing date of a Qualified Offering (as such term is defined in the Purchase Agreement).
Except as set forth in this Statement, to the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to the securities of the Company, including, but not limited to, transfer or voting of any of the securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Company.
| Item 7. | Material to be Filed as Exhibits |
Item 7 of the Original Schedule 13D is hereby amended and restated as follows:
| 99.1.* | Joint Filing Agreement, dated as of January 8, 2018, among Equilibria Capital Management Limited, EQC Private Markets SAC Fund II Ltd EQC Biotech Sely S Fund, EQC Private Markets SAC Fund Ltd EQC Biotech Sely I Fund, EQC Private Markets SAC Fund Ltd EQC Biotech Sely II Fund, EQC Private Markets II SAC Fund Ltd EQC Biotech Sely III Fund, Varibobi Financial Holdings Ltd., Daniel Tafur and Fabio López (filed herewith). | |
| 99.2* | Agreement and Plan of Merger, dated as of August 7, 2017, by and among Galena Biopharma, Inc., Galena Bermuda Merger Sub, Ltd., Sellas Intermediate Holdings I, Inc., Sellas Intermediate Holdings II, Inc. and SELLAS Life Sciences Group Ltd, as amended (filed as Exhibit 2.1 to the Companys Amendment No. 2 to Registration Statement on Form S-4 (File No. 333-220592), filed with the SEC on November 6, 2017 and incorporated herein by reference). | |
| 99.3 | Form of Voting Agreement, between the Company and each of the Reporting Persons, dated March 9, 2018 (filed as Exhibit 10.2 to the Companys Form 8-K filed with the SEC on March 12, 2018 and incorporated herein by reference). | |
| 99.4 | Form of Lock-Up Agreement, between the Company and each of the Reporting Persons, dated March 9, 2018 (filed as Exhibit 10.3 to the Companys Form 8-K filed with the SEC on March 12, 2018 and incorporated herein by reference). | |
| * | Previously Filed |
| SCHEDULE 13D/A | ||||
| CUSIP No. 81642T 100 | Page 12 of 13 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
| EQUILIBRIA CAPITAL MANAGEMENT LIMITED | ||
| By: | /s/ Daniel Tafur | |
| Name: | Daniel Tafur | |
| Title: | Chief Investment Officer | |
| EQC PRIVATE MARKETS SAC FUND II LTD EQC BIOTECH SELY S FUND | ||
| By: | /s/ Daniel Tafur | |
| Name: | Daniel Tafur | |
| Title: | Director | |
| EQC PRIVATE MARKETS SAC FUND LTD EQC BIOTECH SELY I FUND | ||
| By: | /s/ Daniel Tafur | |
| Name: | Daniel Tafur | |
| Title: | Director | |
| EQC PRIVATE MARKETS SAC FUND LTD EQC BIOTECH SELY II FUND | ||
| By: | /s/ Daniel Tafur | |
| Name: | Mr. Daniel Tafur | |
| Title: | Director | |
| EQC PRIVATE MARKETS II SAC FUND LTD EQC BIOTECH SELY III FUND | ||
| By: | /s/ Daniel Tafur | |
| Name: | Daniel Tafur | |
| Title: | Director | |
| VARIBOBI FINANCIAL HOLDINGS LTD. | ||
| By: | /s/ Fabio López | |
| Name: | Fabio López | |
| Title: | Sole Owner | |
| MR. DANIEL TAFUR |
| /s/ Daniel Tafur |
| SCHEDULE 13D/A | ||||
| CUSIP No. 81642T 100 | Page 13 of 13 |
| MR. FABIO LÓPEZ |
| /s/ Fabio López |
Dated: March 13, 2018