SEC Comment Letter for SELLAS Life Sciences Group, Inc. (SLS) (CIK 0001390478) (SLS) — Nov 3, 2017
SELLAS Life Sciences Group, Inc. (SLS) (CIK 0001390478)
Date: Nov. 3, 2017 · CIK: 0001390478 · Accession: 0000000000-17-039001
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Reasoning
File numbers found in text: 333-220592
Letter
November 3, 2017 Stephen Ghiglieri Interim Chief Executive Officer &Chief Financial Officer Galena Biopharma, Inc. 200 Crow Canyon Place Suite 380 San Ramon, CA 94583 Re:Galena Biopharma, Inc. Amendment No. 1 to Registration Statement on Form S-4 Filed October 30, 2017 File No. 333-220592 Dear Mr. Ghiglieri: We have reviewed your amended registration statement and have the following comments. 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 letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our October 20, 2017 letter. Amendment No. 1 to Registration Statement on Form S-4 Galena Business Overview, page 182 1.We note your response to comment 30, which we reissue in part. Please tell us why you believe it is appropriate to indicate that you have completed Phase 1 trials for NeuVax for gastric cancer.
FirstName LastNameStephen Ghiglieri Comapany NameGalena Biopharma, Inc. June 16, 2017 Page 2 FirstName LastName Stephen Ghiglieri Galena Biopharma, Inc. November 3, 2017 Page 2
Unaudited Pro Forma Condensed Combined Financial Statements 4. Pro Forma Adjustments, page F-111 2.For pro forma adjustment H, please show in detailed disclosure how the number of pro forma weighted average shares outstanding was determined. You may contact Vanessa Robertson at (202) 551-3649 or Angela Connell at (202) 551- 3426 if you have questions regarding comments on the financial statements and related matters. Please contact Christine Westbrook at (202) 551-5019 or Erin Jaskot at (202) 551- 3442 with any other questions. Division of Corporation Finance Office of Healthcare & Insurance cc: Keith D. Pisani, Esq.
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November 3, 2017
Stephen Ghiglieri
Interim Chief Executive Officer &Chief Financial Officer
Galena Biopharma, Inc.
200 Crow Canyon Place
Suite 380
San Ramon, CA 94583
Re:Galena Biopharma, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed October 30, 2017
File No. 333-220592
Dear Mr. Ghiglieri:
We have reviewed your amended registration statement and have the following
comments. 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 letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our October 20, 2017 letter.
Amendment No. 1 to Registration Statement on Form S-4
Galena Business
Overview, page 182
1.We note your response to comment 30, which we reissue in part. Please tell us why you
believe it is appropriate to indicate that you have completed Phase 1 trials for NeuVax for
gastric cancer.
FirstName LastNameStephen Ghiglieri
Comapany NameGalena Biopharma, Inc.
June 16, 2017 Page 2
FirstName LastName
Stephen Ghiglieri
Galena Biopharma, Inc.
November 3, 2017
Page 2
Unaudited Pro Forma Condensed Combined Financial Statements
4. Pro Forma Adjustments, page F-111
2.For pro forma adjustment H, please show in detailed disclosure how the number of pro
forma weighted average shares outstanding was determined.
You may contact Vanessa Robertson at (202) 551-3649 or Angela Connell at (202) 551-
3426 if you have questions regarding comments on the financial statements and related
matters. Please contact Christine Westbrook at (202) 551-5019 or Erin Jaskot at (202) 551-
3442 with any other questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Keith D. Pisani, Esq.