Filing Details
- Accession Number:
- 0001193125-18-223824
- Form Type:
- 13D Filing
- Publication Date:
- 2018-07-23 17:08:04
- Filed By:
- Equilibria Capital Management Ltd
- Company:
- Sellas Life Sciences Group Inc. (NASDAQ:SLS)
- Filing Date:
- 2018-07-23
- 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 | 22.9% |
| EQC Private Markets SAC Fund II Ltd 151 EQC Biotech Sely S Fund | 0 | 1,521,863 | 0 | 1,521,863 | 1,521,863 | 11.7% |
| EQC Private Markets SAC Fund Ltd 151 EQC Biotech Sely I Fund | 0 | 992,487 | 0 | 992,487 | 992,487 | 7.5% |
| EQC Private Markets SAC Fund Ltd 151 EQC Biotech Sely II Fund | 0 | 325,799 | 0 | 325,799 | 325,799 | 2.5% |
| EQC Private Markets II SAC Fund Ltd 151 EQC Biotech Sely III Fund | 0 | 58,208 | 0 | 58,208 | 58,208 | (1) (See Item 5) (2) (14) Type of reporting person (see instructions) OO (1) Less than 1% |
| Varibobi Financial Holdings Ltd | 3,343 | 3,048,123 | 3,343 | 3,048,123 | 3,051,466 | 22.9% |
| Daniel Tafur | 3,343 | 3,048,123 | 3,343 | 3,048,123 | 3,051,466 | 22.9% |
| Fabio L pez | 5,176 | 3,048,123 | 5,176 | 3,048,123 | 3,053,299 | 22.9% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
July 16, 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)
22.9% (See Item 5) (1) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| (1) | Calculated based upon (a) 12,999,377 shares of Common Stock issued and outstanding as of July 16, 2018, as represented in the Companys Prospectus Supplement on Form 424(b)(4) filed with the Securities and Exchange Commission on July 13, 2018, and (b) 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)
11.7% (See Item 5) (1) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| (1) | Calculated based on 12,999,377 shares of Common Stock issued and outstanding as of July 16, 2018, as represented in the Companys Prospectus Supplement on Form 424(b)(4) filed with the Securities and Exchange Commission on July 13, 2018. |
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)
7.5% (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 (a) 12,999,377 shares of Common Stock issued and outstanding as of July 16, 2018, as represented in the Companys Prospectus Supplement on Form 424(b)(4) filed with the Securities and Exchange Commission on July 13, 2018, and (b) 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)
2.5% (See Item 5) (1) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| (1) | Calculated based on 12,999,377 shares of Common Stock issued and outstanding as of July 16, 2018, as represented in the Companys Prospectus Supplement on Form 424(b)(4) filed with the Securities and Exchange Commission on July 13, 2018. |
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) (See Item 5) (2) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| (1) | Less than 1%. |
| (2) | Calculated based on 12,999,377 shares of Common Stock issued and outstanding as of July 16, 2018, as represented in the Companys Prospectus Supplement on Form 424(b)(4) filed with the Securities and Exchange Commission on July 13, 2018. |
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)
22.9% (See Item 5) (1) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| (1) | Calculated based upon (a) 12,999,377 shares of Common Stock issued and outstanding as of July 16, 2018, as represented in the Companys Prospectus Supplement on Form 424(b)(4) filed with the Securities and Exchange Commission on July 13, 2018, and (b) 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)
22.9% (See Item 5) (1) | |||||
| (14) | Type of reporting person (see instructions)
IN | |||||
| (1) | Calculated based upon (a) 12,999,377 shares of Common Stock issued and outstanding as of July 16, 2018, as represented in the Companys Prospectus Supplement on Form 424(b)(4) filed with the Securities and Exchange Commission on July 13, 2018, and (b) 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
5,176 | ||||
| (8) | Shared voting power
3,048,123 (See Item 5) | |||||
| (9) | Sole dispositive power
5,176 | |||||
| (10) | Shared dispositive power
3,048,123 (See Item 5) | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
3,053,299 (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)
22.9% (See Item 5) (1) | |||||
| (14) | Type of reporting person (see instructions)
IN | |||||
| (1) | Calculated based upon (a) 12,999,377 shares of Common Stock issued and outstanding as of July 16, 2018, as represented in the Companys Prospectus Supplement on Form 424(b)(4) filed with the Securities and Exchange Commission on July 13, 2018, (b) 316,163 shares of Common Stock issuable upon exercise of warrants held by EQC Private Markets SAC Fund Ltd EQC Biotech Sely I Fund, and (c) 1,833 shares of Common Stock issuable upon exercise of options which have vested or will vest within 60 days from the date hereof. |
Amendment No. 2 to Schedule 13D
This Amendment No. 2 (Amendment) amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the SEC) on January 8, 2018, as amended by the Schedule 13D/A filed with the SEC on March 13, 2108 (together, the Original Schedule 13D). This Amendment is being filed to reflect the decrease in beneficial ownership of the Reporting Persons resulting from an increase in the number of shares of outstanding Common Stock of the Company in connection an underwritten public offering of 6,845,000 shares of Common Stock, 4,675,000 pre-funded warrants exercisable for shares of Common Stock and accompanying Common Stock warrants to purchase an aggregate of 11,520,000 shares of Common Stock. The shares issuable upon exercise of the pre-funded warrants and the Common Stock warrants are excluded for purposes of calculating the percentage of class beneficially owned by the Reporting Persons. Except as specifically amended by this Amendment No. 2, 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 2. | Identity and Background |
Item 2 of the Original Schedule 13D is hereby amended by adding the following sentence at the end of the sixth paragraph On July 18, 2018, Mr. López notified the Company of his decision to resign from the Board of Directors of the Company, effective July 27, 2018, as disclosed in the Companys Current Report on Form 8-K filed with the SEC on July 23, 2018.
| Item 4. | Purpose of Transaction |
Item 4 of the Original Schedule 13D is hereby amended by adding the following the sentence at the end of the second paragraph On July 18, 2018, Mr. López notified the Company of his decision to resign from the Board of Directors of the Company, effective July 27, 2018, as disclosed in the Companys Current Report on Form 8-K filed with the SEC on July 23, 2018.
| 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 line (13) on the cover pages of this Statement is incorporated herein by reference.
The shares reported on the cover page of this Statement include (i) 149,766 shares held of record by Equilibria Capital Management Limited, a Bermuda limited liability company (Equilibria), (ii) 676,324 shares held of record by EQC Private Markets SAC Fund LtdEQC Biotech Sely I Fund, a Bermuda mutual fund company (Sely I), and 316,163 shares issuable upon exercise of warrants to purchase Common Stock held by Sely I, (iii) 1,521,863 shares held of record by EQC Private Markets SAC Fund II LtdEQC Biotech Sely S Fund, a Bermuda mutual fund company (Sely S), (iv) 325,799 shares held of record by EQC Private Markets SAC Fund LtdEQC Biotech Sely II Fund, Bermuda mutual fund company Selly II), (v) 58,208 shares held of record by EQC Private Markets II SAC Fund LtdEQC Biotech Sely III Fund, a Bermuda mutual fund company (Sely III), (vi) 3,343 shares held by Varibobi Financial Holdings Limited, a Cyprus limited liability company (Varibobi), (vii) 1,833 shares issuable upon the exercise of options held by Mr. Lopez and (viii) 3,343 shares held by Daniel Tafur. Sely I, Sely S, Sely lI and Sely III are referred to collectively as the EQC Funds. Equilibria is the investment manager of each of the EQC Funds and may be deemed to beneficially own the shares of Common Stock held by the EQC Funds. Varibobi is an owner of Equilibria and may be deemed to beneficially own the shares held by Equilibria and the EQC Funds. Fabio López is the owner of Varibobi and the chief executive officer, a director and owner of Equilibria and may be deemed to be the indirect beneficial owner of the shares of Common Stock owned by Equilibria and the EQC Funds. Mr. Tafur is chief investment officer, founder and board member of Equilibria and may be deemed to be the indirect beneficial owner of shares of Common Stock beneficially owned by Equilibria. Varibobi, Mr. López and Mr. Tafur each disclaim such beneficial ownership, except to the extent of its or his pecuniary interest in such shares.
Except for Mr. Tafur and Mr. López, none of the individuals listed in Item 2 of the Original Schedule 13D beneficially owns any shares of Common Stock.
SCHEDULE 13D/A
| CUSIP No. 81642T 100 | Page 11 of 13 |
(c) 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.
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: July 23, 2018 |