Galena Biopharma, SELLAS to Merge

August 8, 2017

Upon merging, the combined company will be named SELLAS Life Science Group and will focus on cancer treatments with a late-stage pipeline featuring immunotherapies targeting hematology and solid tumors.

Galena Biopharma (US) and SELLAS Life Sciences Group (Bermuda), a privately-held, oncology-focused, clinical stage biopharmaceutical company, have entered into an all stock definitive merger agreement under which SELLAS will merge into and become an indirect, wholly-owned subsidiary of Galena, the companies jointly announced on August 8, 2017. The combined company will be named SELLAS Life Science Group. The merger will result in a combined company focused on the development of cancer treatments.

Under the merger agreement, existing SELLAS shareholders will receive newly issued shares of Galena common stock. On a pro-forma basis, assuming completion of the proposed merger, Galena stock and warrant holders are expected to own approximately 32.5%, and SELLAS shareholders will own approximately 67.5% of the combined company. The transaction has been unanimously approved by the SELLAS board of directors, and a majority of SELLAS shareholders have agreed to vote in favor of the transaction. The proposed merger is expected to close in the fourth quarter of 2017, subject to the approval of Galena stockholders and other customary closing conditions.

The combined company will feature a late-stage pipeline led by immunotherapies targeting a range of indications in hematology and solid tumors. SELLAS licenses the rights to its lead asset, galinpepimut-S, (GPS), a WT1 antigen-targeting immunotherapy. GPS is initially being developed for treating acute myeloid leukemia (AML) and is ready for Phase III development in this indication. SELLAS has also completed a Phase II study of GPS in malignant pleural mesothelioma (MPM) and has met with FDA for developing GPS in both indications.

SELLAS is currently conducting two Phase II trials of GPS in multiple myeloma as well as a combination trial in ovarian cancer with nivolumab, the active ingredient in Bristol-Myers Squibb’s anti-cancer biologic, Opdivo.  SELLAS is currently preparing for additional combination trials for GPS in combination with another checkpoint inhibitor.

Galena’s lead immunotherapy program, NeuVax (nelipepimut-S), is currently in three Phase II clinical trials in breast cancer. Galena’s other development programs, GALE-401, a controlled-release version of anagrelide that is Phase III-ready, and GALE-301/GALE-302, an earlier-stage cancer immunotherapy program targeting folate-binding protein, are currently being evaluated for potential internal development or strategic partnership.

In terms of management, Angelos Stergiou, MD, SCD h.c., chief executive officer (CEO) of SELLAS will become CEO of the combined company.  Upon completion of the merger, Galena’s board of directors will resign, and a new board of directors will be constituted consisting of seven members. The seven board members will include five representatives appointed by SELLAS, two of whom will be independent directors, and two representatives designated by Galena, subject to SELLAS’ approval. SELLAS’ management team will manage the combined company.

Source: Galena Biopharma