SEC Comment Letter for SELLAS Life Sciences Group, Inc. (SLS) (CIK 0001390478) (SLS) — Sep 19, 2016
SELLAS Life Sciences Group, Inc. (SLS) (CIK 0001390478)
Date: Sept. 19, 2016 · CIK: 0001390478 · Accession: 0000000000-16-093379
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-33958
Letter
Mail Stop 4 546 September 19 , 2016 Dr. Mark W. Schwartz President & Chief Executive Officer Galena Biopharma, Inc. 2000 Crow Canyon Place, Suite 380 San Ramon, California 94583
Re: Galena Biopharma, Inc. Preliminary Proxy Statement on Schedule 14A Filed September 9, 2016 File No. 001-33958
Dear Dr. Schwartz :
We have limited our review of your preliminary proxy statement to those issues w e have addressed in our comment . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten busine ss days by providing the requested information or advis e us as soon as possible when you wi ll respond. If you do not believe our comment applies to your facts and circumstances , please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Proposal No. 2, page 17
1. We refer to your discussion that you amended the Debenture to allow you to repay the Debenture with your common stock and allow the holder of the Debenture to convert some or all of the Debenture into stock. Please revise your disclosure to discuss the effect upon the rights of existing security holders if you issue common stock in connection with your repay ment of the Debenture or the holder’s conversion rights under the Debenture . This disclosure should in particular describe the dilutive impact of such issuances on existing security holders. For reference, see Item 11(d) of Schedule 14A.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Secur ities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they ha ve made.
Dr. Mark W. Schwartz Galena Biopharma, Inc. September 19 , 2016 Page 2
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in respo nse to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please contact Dorrie Yale at 202-551-8776 or Erin Jaskot, Special Counsel, at 202 -551- 3442 with any questions.
Sincerely,
/s/ Erin K. Jaskot, for
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Mail Stop 4 546 September 19 , 2016 Dr. Mark W. Schwartz President & Chief Executive Officer Galena Biopharma, Inc. 2000 Crow Canyon Place, Suite 380 San Ramon, California 94583 Re: Galena Biopharma, Inc. Preliminary Proxy Statement on Schedule 14A Filed September 9, 2016 File No. 001-33958 Dear Dr. Schwartz : We have limited our review of your preliminary proxy statement to those issues w e have addressed in our comment . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten busine ss days by providing the requested information or advis e us as soon as possible when you wi ll respond. If you do not believe our comment applies to your facts and circumstances , please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Proposal No. 2, page 17 1. We refer to your discussion that you amended the Debenture to allow you to repay the Debenture with your common stock and allow the holder of the Debenture to convert some or all of the Debenture into stock. Please revise your disclosure to discuss the effect upon the rights of existing security holders if you issue common stock in connection with your repay ment of the Debenture or the holder’s conversion rights under the Debenture . This disclosure should in particular describe the dilutive impact of such issuances on existing security holders. For reference, see Item 11(d) of Schedule 14A. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Secur ities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they ha ve made. Dr. Mark W. Schwartz Galena Biopharma, Inc. September 19 , 2016 Page 2 In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in respo nse to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please contact Dorrie Yale at 202-551-8776 or Erin Jaskot, Special Counsel, at 202 -551- 3442 with any questions. Sincerely, /s/ Erin K. Jaskot, for Suzanne Hayes Assistant Director Office of Healthcare and Insurance