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SEC Company Response from SELLAS Life Sciences Group, Inc. (SLS) (CIK 0001390478) (SLS) — Oct 14, 2016

SELLAS Life Sciences Group, Inc. (SLS) (CIK 0001390478)
Date: Oct. 14, 2016 · CIK: 0001390478 · Accession: 0001193125-16-738727

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File numbers found in text: 333-213908

Referenced dates: October 13, 2016

Date
October 14, 2016
Author
/s/ Thomas J. Knapp
Form
CORRESP
Company
SELLAS Life Sciences Group, Inc. (SLS) (CIK 0001390478)

Letter

VIA EDGAR TRANSMISSION Securities and Exchange Commission Division of Corporation Finance Re: Galena Biopharma, Inc. Registration Statement on Form S-3 File No. 333-213908

Dear Ms. Hayes:

On behalf of Galena Biopharma, Inc. (the “Company”), this letter will respond to your comment letter dated October 13, 2016 with respect to the above-referenced registration statement (the “Comment Letter”). Enclosed herewith for filing via Edgar is the Company’s Amendment No. 1 to the Registration Statement on Form S-3 (the “Registration Statement”).

The following response corresponds to the numbered comments contained in the Comment Letter, as follows:

1. Please update this section to incorporate by reference your Current Report on Form 8-K filed on October 6, 2016.

Response: The Company has revised the Registration Statement to incorporate the referenced Form 8-K.

* * *

On behalf of the Company, the undersigned hereby acknowledges the following:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

Ms. Suzanne Hayes

U.S. Securities and Exchange Commission

October 14, 2016

Page

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness 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 Registration Statement.

Sincerely,
/s/ Thomas J. Knapp

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CORRESP
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CORRESP

 GALENA BIOPHARMA, INC.

2000 Crow Canyon Place, Suite 380

San Ramon, CA 94583

 October 14, 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.

Registration Statement on Form S-3

 File
No. 333-213908

 Dear Ms. Hayes:

On behalf of Galena Biopharma, Inc. (the “Company”), this letter will respond to your comment letter dated October 13, 2016
with respect to the above-referenced registration statement (the “Comment Letter”). Enclosed herewith for filing via Edgar is the Company’s Amendment No. 1 to the Registration Statement on Form S-3 (the “Registration
Statement”).

 The following response corresponds to the numbered comments contained in the Comment Letter, as follows:

1.
Please update this section to incorporate by reference your Current Report on Form 8-K filed on October 6, 2016.

Response: The Company has revised the Registration Statement to incorporate the referenced Form 8-K.

*    *    *

On behalf of the Company, the undersigned hereby acknowledges the following:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 Ms. Suzanne Hayes

U.S. Securities and Exchange Commission

 October 14, 2016

  Page
 2

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness 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 Registration Statement.

Sincerely,

/s/ Thomas J. Knapp

 Thomas J. Knapp

 Interim General Counsel
and

 Corporate Secretary

cc:
Dr. Mark W. Schwartz, Ph.D.

 Mr. John T. Burns