SEC Company Response from 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: 0001193125-16-713562
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-33958
Referenced dates: September 19, 2016
Letter
VIA EDGAR TRANSMISSION Securities and Exchange Commission Division of Corporation Finance Preliminary Proxy Statement on Schedule 14A Filed September 9, 2016 File No. 001-33958
Re: Galena Biopharma, Inc. (the “Company”)
Dear Ms. Hayes:
On behalf of the Company, this letter will respond to your comment letter dated September 19, 2016, with respect to the above-referenced preliminary proxy statement (the “Comment Letter”). Enclosed herewith for filing via Edgar is the Company’s Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”).
On the Company’s behalf, we hereby respond to the numbered comments contained in the Comment Letter, as follows:
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 repayment 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.
Response: The Company has revised the Preliminary Proxy Statement to describe the impact of the issuances of the Company’s common stock in satisfaction of the Debenture. See page 17 of the Preliminary Proxy Statement.
On behalf of the Company, it hereby acknowledges the following:
•
The Company is responsible for the adequacy and accuracy of the disclosure in the filing;
•
Staff comments or changes to disclosure in response 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 the undersigned at (925) 498-7734 if you have any questions with respect to the responses contained in this letter or the Preliminary Proxy Statement.
Sincerely,
/s/ Thomas J. Knapp
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CORRESP 1 filename1.htm CORRESP September 19, 2016 VIA EDGAR TRANSMISSION Mr. Suzanne Hayes Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Galena Biopharma, Inc. (the “Company”) Preliminary Proxy Statement on Schedule 14A Filed September 9, 2016 File No. 001-33958 Dear Ms. Hayes: On behalf of the Company, this letter will respond to your comment letter dated September 19, 2016, with respect to the above-referenced preliminary proxy statement (the “Comment Letter”). Enclosed herewith for filing via Edgar is the Company’s Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”). On the Company’s behalf, we hereby respond to the numbered comments contained in the Comment Letter, as follows: 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 repayment 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. Response: The Company has revised the Preliminary Proxy Statement to describe the impact of the issuances of the Company’s common stock in satisfaction of the Debenture. See page 17 of the Preliminary Proxy Statement. On behalf of the Company, it hereby acknowledges the following: • The Company is responsible for the adequacy and accuracy of the disclosure in the filing; • Staff comments or changes to disclosure in response 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 the undersigned at (925) 498-7734 if you have any questions with respect to the responses contained in this letter or the Preliminary Proxy Statement. Sincerely, /s/ Thomas J. Knapp Thomas J. Knapp Interim General Counsel and Corporate Secretary cc: Dr. Mark W. Schwartz, Ph.D. Mr. John Burns Mr. Christopher J. Melsha 2000 Crow Canyon Place, Suite 380, San Ramon, CA 94583 Phone: +1 (925) 498-7700 ● Fax: +1 (925) 498-7799 Email: info@galenabiopharma.com ● www.galenabiopharma.com