Welcome to the 2026 annual meeting of stockholders of SELLAS Life Sciences Group Inc, being hosted by Broadridge in a virtual format. The meeting will commence in a moment. To get started, I introduce to you the SELLAS Chair of the Board, John Varian.
Good morning, everyone. Welcome to the 2026 annual meeting of stockholders of SELLAS Life Sciences Group Inc. I am John Varian, Chair of the company's board, and it's my pleasure to welcome each of you. It's 8:30 A.M. In accordance with the notice of the meeting, I call to order the 2026 annual meeting of stockholders of SELLAS Life Sciences Group Inc. Today's meeting is a virtual meeting. Thank you very much to those who are participating in today's virtual meeting. I call your attention to the rules of conduct for this meeting. These have been made available to each stockholder in the meeting mate rials section of the virtual platform. Please adhere to the rules of conduct for your participation in the meeting.
Please note that pursuant to the rules of conduct, we are recording today's meeting for internal purposes. Any other recording of today's proceedings is not permitted. If you need a copy of the annual report or the proxy statement, the links to these materials have been provided online and are also available on the virtual meeting platform. There's also an agenda for the meeting available to you to review online. It is posted on the meeting platform and will remain posted there for the duration of the meeting. It is our intention to conduct this meeting in accordance with that agenda. You also were provided with an opportunity to submit general questions in advance of this meeting and in accordance with procedures set forth in the proxy materials available online.
Before proceeding to the formal business of the meeting, I'd like to introduce some of the people who are with us today. I'd like to introduce our directors, in addition to myself, who are attending this meeting. Dr. Angelos Stergiou, our President and CEO. Katherine Bach Kalin, Chair of our Compensation Committee. Dr. David Scheinberg, Chair of our Science Committee. Robert Van Nostrand, Chair of our Audit Committee, and Jane Wasserman, Chair of our Nominating and Corporate G overnance Committee. Present today is our Vice President, General Counsel, and Corporate Secretary, Stacy Yeung, as well as our Senior Vice President, Chief Financial Officer, John Burns, and our Corporate Controller, Jim Tarca. Participating by phone are Daniel Bagliebter and Konstantinos Skordalos from Mintz Levin, the company's outside Legal Counsel.
Sarah Ratra and Carolyn Giles of Baker Tilly, the company's Auditors. Mr. Burns and Mr. Tarca, with the assistance from Broadridge, are acting as inspectors of election for this meeting. This meeting is held pursuant to a printed notice that was mailed on or about May 1st, 2026, to each stockholder of record on April 21, 2026, who is entitled to vote. I will now turn the meeting over to Dr. Angelos Stergiou, President and Chief Executive Officer of the company. Angelos?
Thank you all for attending our 2026 annual meeting of stockholders. On April 21, 2026, the record date for this annual meeting, there were outstanding and entitled to vote 184,532,574 shares of the company's common stock. The count of shares voted prior to the commencement of the meeting indicated that 114,857,762 shares of the company's voting capital stock have been voted directly or by proxy. This represents 62.24% of the outstanding voting stock of the company as of the record date. I hereby declare a quorum present at the meeting. On behalf of the board of directors of the company, I would like to express my appreciation to all stockholders who returned their proxies. We will now consider and call to a vote each proposal.
The polls for each matter are open for voting and will remain open until we announce that the polls are closed, which will occur after we have read the description of all the proposals to be voted on at this meeting or such earlier time as may be announced. No proxies, cancellation, or changes will be accepted after the polls are closed. The secretary will announce the results of the voting at the end of the formal part of this meeting. The first matter to be acted upon by the stoc kholders is the re-election of Robert Van Nostrand and Jane Wasserman, each as a Class I director to serve until the annual meeting to be held in 2029. Additional information about the backgrounds of Mr. Van Nostrand and Ms. Wasserman can be found in the proxy statement.
I hereby declare Mr. Van Nostrand and Ms. Wasserman as nominees to serve as Class I directors duly nominated. The company has not received notice of any other nominations as required under the bylaws. If you have not voted or wish to change your vote, you may do so now by clicking on the link provided online. Any stockholder who has already voted and does not want to change their vote need not take any further action. The second matter being submitted to stockholders for action is the ratification of the appointment by the board of directors of Baker Tilly as auditors of SELLAS for the fiscal year ended December 31st, 2026. If you have not voted or wish to change your vote, you may do so now by clicking on the link provided online.
Any stockholder who has already voted and does not want to change their vote need not take any further action. The third matter being submitted to stockholders for action is the approval of an amendment to the company's 2023 Amended and Restated Equity Incentive Plan or the 2023 Equity Plan to increase the number of shares of common stock authorized for issuance under the 2023 Equity Plan by 20 million shares. If you have not voted or wish to change your vote, you may do so now by clicking on the link provided online. Any stockholder who has already voted and does not want to change their vote need not take any further action. The fourth matter being submitted to stockholders for action is the approval on a non-binding advisory basis of the compensation of our named executive officers.
If you have not voted or wish to change your vote, you may do so now by clicking on the link provided online. Any stockholder who has already voted and does not want to change their vote need not take any further action. The fifth matter being submitted to stockholders for action is the approval of any postponement or adjournment of the 2026 annual meeting from time to time, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the 2026 annual meeting to adopt the proposal set forth above or to establish a quorum. If you have not voted or wish to change your vote, you may do so now by clicking on the link provided online.
Any stockholder who has already voted and does not want to change their vote need not take any further action. The online voting will now be closed. Based on the preliminary review of the votes cast, the inspector has informed me that Mr. Van Nostrand and Ms. Wasserman have been elected to the company's board of directors. The appointment of Baker Tilly as the company's auditors has been ratified. The amendment to the company's 2023 Equity Plan to increase the number of shares of common stock authorized for issuance under the 2023 Equity Plan by 20 million shares has been approved. The compensation of named executive officers has been approved on a non-binding advisory basis.
Finally, any postponement or adjournment of the 2026 annual meeting from time to time, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the 2026 annual meeting to adopt the proposal set forth above or to establish a quorum has been approved. A final report will be available online in the next few days. Will the inspectors please tabulate and report votes at this time? Will the secretary please report the results of the balloting?
We have completed a preliminary count of the votes. As for the first matter, the election of Mr. Van Nostrand and Ms. Wasserman, each as a Class I director for a three-year term. Mr. Van Nostrand and Ms. Wasserman have received a plurality of votes cast for director for a term expiring on the date of the annual meeting in 2029. Mr. Van Nostrand received 65,821,419 votes in favor of his election as a Class I director, such shares representing 93.55% of total votes cast. Ms. Wasserman received 65,259,724 votes in favor of her election as a Class I director, such shares representing 92.75% of total votes cast. As for the second matter, the ratification of Baker Tilly as our independent registered public accounting firm for 2026. 111,455,400 shares.
Being more than a majority of the votes cast for this proposal, have been voted in favor of. 2,126,848 shares have been voted against. 1,275,514 shares have abstained from ratification of the appointment of Baker Tilly as the independent registered public accounting firm for the company and its subsidiaries for the year ending December 31, 2026. As for the third matter, the approval of an amendment to the company's 2023 Equity Plan to increase the number of shares of common stock authorized for issuance under the 2023 Equity Plan by 20 million shares. 42,644,595 shares, being a majority of the votes cast for this proposal, have voted in favor of. 26,895,400 shares have been voted against.
817,674 shares have abstained from approving an amendment to the company's 2023 Equity Plan to increase the number of shares of common stock authorized for issuance under the 2023 Equity Plan by 20 million shares. As for the fourth matter, the approval on a non-binding advisory basis of the compensation of our named executive officers. 52,297,219 shares have voted in favor of. 15,868,916 shares have been voted against. 2,191,534 shares have abstained from voting to approve on a non-binding advisory basis for the compensation of our named executive officers. As for the f ifth matter, the approval of any postponement or adjournment of the 2026 annual meeting from time to time, if necessary, t o solicit additional proxies, if there are not sufficient votes at the time of the 2026 annual meeting.
To adopt the proposal set forth above or to establish a quorum. 89,949,367 shares, being majority of the votes cast for this proposal, have voted in favor of. 22,167,040 shares have been voted against. 2,741,355 shares have abstained from voting to approve this fifth matter.
I hereby declare that the nominees for Class I directors being Robert Van Nostrand and Jane Wasserman, have been duly elected. The appointment of Baker Tilly as the independent registered public accounting firm for the company and its subsidiaries for the year ending December 31, 2026, has been duly ratified. The amendment to the company's 2023 Amended and Restated Equity Incentive Plan or the 2023 Equity Plan to increase the number of shares of common stock authorized for issuance under the 2023 Equity Plan by 20 million shares has been duly approved.
The compensation of our named executive officers has, on a non-binding advisory basis, been approved, and any postponement or adjournment of the 2026 annual meeting from time to time, if necessary, to solicit additional proxies, if there are not sufficient votes at the time of the 2026 annual meeting to adopt the proposal set forth above or to establish a quorum, has been approved. After the final tabulation has been completed, it shall be placed with the minutes of this meeting. I would again like to express my sincere appreciation to the stockholders who attended the meeting and voted, as well as those who submitted their proxies but were not able to participate online. The meeting is now formally adjourned. Before we proceed to Q&A, I'd like to make some corporate remarks.
Once more, good morning, everyone, and welcome to the 2026 SELLAS Life Sciences Group Annual Stockholders' Meeting. On behalf of our board of directors, management team, and all of us here at SELLAS Life Sciences, thank you for your continued support, engagement, and belief in what we're building. I want to start by taking a moment to reflect before we take questions. A year ago, when we gathered for this annual meeting, we spoke about our potential and outlined the highly ambitious vision. We told you we were going to aggressively advance our late-stage clinical programs, push the boundaries of precision oncology, and build fundamental, lasting value for our shareholders. Today, we speak from a position of progress, momentum, execution, and conviction.
Looking back over the past 12 months, I can say with immense pride that we have not just met those expectations, we have far exceeded them. 2025 and the first half of 2026 will be remembered as a transformative era for SELLAS Life Sciences. It has been a period defined by our strong clinical programs. We strengthened our balance sheet, expanded our scientific and clinical and preclinical studies, deepened our partnerships, generated meaningful clinical data, and continued executing against what we believe is one of the most focused and potentially impactful pipelines in oncology. Importantly, we did this while remaining disciplined, patient-focused, and relentlessly committed to execution. Today, we're increasingly becoming a company valued on clinical execution, growing evidence, and tangible milestones.
Let me put our financial evolution into perspective, because the transformation has been nothing short of historic. At the start of 2024, our market capitalization hovered around $73 million. By the end of 2025, driven by our clinical milestones and strategic financing, we finished the year at the valuation of approximately $537 million. Today, as we stand here in mid-June 2026, I'm thrilled to report that our market capitalization has surged past the $1.5 billion mark. Our share price reflects this incredible momentum. Over the last 52 weeks, our stock has climbed from a low of $1.39 to recently trading consistently around the $8 mark, an incredible testament to the market recognizing the sheer potential of our pipeline. Furthermore, through strategic financing, we have heavily fortified our balance sheet.
We have secured a robust cash runway that gives us the financial security to confidently execute our clinical strategies and bring our potentially life-saving therapies closer to the patients who desperately need them. We reported we ended the first quarter with $107 million in cash and so far in the second quarter have received an additional $28.7 million in proceeds from warrant exercises. Despite this progress, we believe we remain in the early chapters of what this company can become. The numbers on the ticker are only a reflection on the real work happening in the clinics. What excites me most is not where we are today, it is where we're heading. Our mission at SELLAS has always been straightforward, to develop therapies that meaningfully improve outcomes for patients facing difficult-to-treat cancers .
That mission has never changed. What has changed is how close we're getting to realizing it. Let's talk about our flagship immunotherapeutic program, galinpepimut-S or GPS. GPS continues representing what we believe is a differentiated immunotherapy platform with significant potential to address meaningful unmet needs. As you know, we've been conducting the pivotal phase III REGAL trial for GPS in patients with acute myeloid leukemia, or AML, who have achieved second complete remission. In May, we received an update from our contract research organization that 78 events or deaths had occurred in the REGAL trial. We're currently waiting to reach the 80th event to trigger the final unblinded analysis. I want to highlight something incredibly important about this timeline. The fact that this 80th event has been delayed beyond our initial projections is actually a profoundly positive signal.
It suggests that patients in this trial are living longer. There are currently no approved maintenance therapies for AML in second complete remission. These patients face a notoriously difficult prognosis. In our previous phase II studies, GPS demonstrated a remarkable median overall survival of 21 months. If the delayed event accrual in the REGAL trial is indeed reflective of GPS' survival benefit, we're looking at a true paradigm shift in AML. GPS has the potential to become the standard of care in AML maintenance, with immense commercial potential and the possibility of eventually expanding into first remission and post-transplant settings. Equally exciting is the rapid advancement of SLS009, our highly selective CDK9 inhibitor. The past year has seen us make massive strides with this asset.
In March, we dosed the first patient in our phase II trial of SLS009 in newly diagnosed first-line AML, specifically targeting the roughly 20%-30% of patients who are unlikely to benefit from standard venetoclax and azacitidine therapies. We're also not just relying on the drug alone. We are pairing SLS009 with our proprietary predictive biomarkers and cutting-edge AI-assisted precision medicine models to identify the patients who will respond best. Furthermore, earlier this year, we entered into a pivotal agreement with IMPACT-AML to expand the SLS009 clinical program into Europe. This is a capital-efficient expansion that significantly broadens our patient enrollment globally. Following the positive phase II data we reported in relapse and refractory AML, we're optimistic. We anticipate reporting top-line data for our frontline AML trial by the fourth quarter of this year.
If the complete response rates exceeds our targets, this data could support accelerated approval or rapid progression into a registrational study. Our approach across the company remains intentional. Focus resources, prioritize programs with meaningful value inflection points, execute efficiently, maintain financial discipline, and always keep patients at the center. What makes me particularly optimistic is not just our extraordinary science, it is our people. Over the last year, our team has continued to demonstrate remarkable resilience, dedication, and execution. Clinical trials do not advance because of headlines. They advance because scientists, physicians, patients, caregivers, clinical teams, operation teams, and employees work relentlessly every day to move programs forward. This is who we are. SELLAS is indeed built on science, but we're equally built on persistence. Where are we heading?
The second half of 2026 is poised to be one of the most catalyst-rich period in our company's history. We're standing on the precipice of major data readouts. With the 80th event around the corner, we will then move towards unblinding, analyzing, and announcing top-line data from our phase III REGAL trial for GPS and top-line response and survival data of our SLS009 phase II trial. We may no longer be just a clinical-stage biotech company developing promising science. We are strategically transitioning into a late-stage organization on the cusp of commercialization. We stand for innovation, precision medicine, and above all, delivering hope and extended life to cancer patients who have run out of options. The growth from a $73 million company to a $1.5 billion powerhouse is just the beginning.
Our strong balance sheet and the imminent, hopefully high-value data from our dual-pillar pipeline position us to drive exponential shareholder value in the months ahead. As I mentioned earlier, as we look forward over the next 12 months, we see multiple opportunities ahead. Additional clinical execution, potentially meaningful data milestones, further advancement across our pipeline, and opportunities to continue building long-term value for patients and shareholders alike. We understand that biotechnology is not linear. There will always be challenges. There will always be volatility. What gives me confidence is simple. We believe we have the right science, we believe we have the right strategy, we believe we have the right people. We know we're moving in the right direction. To our shareholders, thank you for your trust. Thank you for your patience.
Thank you for believing in our mission. We remain incredibly excited about the road ahead, and most importantly, we remain focused on delivering. At SELLAS, we're no longer simply talking about what could happen. Increasingly, we're talking about what is happening. It is an honor to lead this organization during such an electrifying time. I will now open the floor to any questions you might have. Before we continue with the Q&A, stockholders wishing to ask a question can do so by going to the question section of the meeting screen, typing your question in the dialogue box and clicking on submit. Questions will be answered based on relevance to the meeting, subject matter relevant to the SELLAS business, and susceptibility to being answered within the time constraints of the meeting.
Please be advised that management's responses to questions may contain some forward-looking statements. In compliance with the Private Securities Litigation Reform Act of 1995, I'm advised to point out that actual results may differ significantly from results discussed in the forward-looking statements. Factors that might cause such a difference include those set forth from time to time in the company's SEC filings, including its report on Form 10-K for the year ended December 31, 2025. Stacy?
First question is, d id you ask for the 20 million shares to the equity plan to retain staff if REGAL is negative and/or because M&A is off the table? Why 20 million shares and not less?
The equity request is about ensuring the company is fully prepared for critical inflection points, not any one outcome or event. Equity incentive plans are common practice for pre-commercial biotechnology companies, and we have amended our equity incentive plan in the ordinary course of business. 7,991 shares, if memory serves me well, remain in our current equity plan. The addition of 20 million shares was based on consultation with, and recommendation by our independent compensation advisor, Radford, a subsidiary of Aon, in line with industry standards, and upon consideration of our historical annual burn rate and needs to attract and retain talent necessary to execute on both of our programs. We're planning for success and having an adequate equity pool in line with our peers at this stage of the company is reasonable in standard governance and best practice.
Our responsibility is to be prepared for all paths, standalone execution or strategic transaction, and to maximize value in either scenario, which are not mutually exclusive. As CEO, I would say more broadly on behalf of the entire board, it is my fiduciary duty to maximize shareholder value. We're highly receptive to considering any compelling offers of business development. In addition, the SELLAS board and I are executing a deliberate, methodical strategy to ensure SELLAS is prepared for all outcomes and positioned to maximize the value of GPS and SLS009 and thus shareholder value. We will continue to evaluate any credible business development and strategic partnership opportunities. Being properly capitalized ensures we can negotiate from a position of strength. Our responsibility is simple, be prepared for all outcomes, which includes replenishing our equity plan and act in the best interests of shareholders.
Second question we received is, what happened with Angelos Stergiou's RSUs? Was this some sort of way to get the 20 million shares in the equity plan approved?
As a NASDAQ-listed company, subject to certain limited exceptions, we are required to seek stockholder approval whenever we establish or materially amend a stock option or purchase plan or other arrangements pursuant to which stock may be acquired by officers, directors, employees, or consultants. I subordinated my own compensation to employees. I made the decision, and the board agreed, to have my own RSUs included in the broader equity request rather than carved out separately, specifically to ensure employees were prioritized and to align my compensation directly with shareholder approval and long-term value creation. Because our equity plan was nearly depleted, there were simply not enough shares available to adequately compensate our hardworking employees while also issuing my annual grant. Therefore, we purposely deferred my compensation and tied my pending annual RSU grant directly to this proxy vote.
My RSU grant is contingent upon shareholder approval of the amendment to the equity plan because I simply wanted to ensure that the SELLAS employees were compensated first. That is the reality of the situation.
When do you anticipate the 80th event will occur, and will you make an announcement?
As we're blinded to study outcomes, it is difficult to predict the occurrence of the 80th event, but I would assume this to happen very soon. As soon as the 80th event occurs, we will inform the Street immediately.
Assuming the trial succeeds, can you discuss GPS's regulatory path? When could you file for regulatory approval, and what would be gating to that filing?
Given GPS regulatory status, both fast track and orphan designations and other FDA procedural guidelines, we would expect a priority review designation. We cannot comment on what the FDA's actual review period would ultimately be. Suffice it to say, we have already started with pertinent BLA preparations. A subsequent positive outcome could indeed position GPS as the first-in-class maintenance therapy in this AML setting and unlock significant commercial potential.
Are there specific AML populations in which SLS009 would be expected to be effective?
Well, I think based on biology and our clinical results, we know that patients with transcription-related mutations, clinically patients classified as AML with myelodysplasia-related changes and high MCL1 dependency, which is classified as AML with myelomonocytic or myelomonoblastic AML, or what's commonly called M4 and M5 AML per FAB classification, are most likely to respond.
What will be the next steps for SLS009 following the completion of the phase II trial?
We're extremely excited about the potential to use the phase II data towards a hopeful and potential accelerated approval path and/or quickly move into registrational study with SLS009 based on the predictive biomarkers we've identified, in addition to other solid cancer indications that these biomarkers express.
Where would SLS009 fit into the treatment paradigm for newly diagnosed AML patients? May you briefly describe this market, such as number of patients, standard of care, et cetera?
In newly diagnosed AML, as mentioned earlier, there are certain defined categories of patients who have inferior outcomes on azacitidine, the venetoclax, azacitidine standard of care. They include AML with myelodysplasia-related changes, AML-M4, AML-M5, as I mentioned earlier, and patients with certain defined discrete mutations, for example, TP53, KRAS, NRAS, and the like. These patients on aggregate represent more than half of all newly diagnosed AML patients. Their standard of care is still azacitidine, but their outcomes with azacitidine only are suboptimal. Given that there are about 27,000 newly diagnosed AML patients per year in the U.S., approximate initial market size estimate would be close to about 15,000 patients or so per year.
Angelos, we only have time for one more question, that is, may you please comment where we stand with the 3D Medicines arbitration?
Yes. As you are aware, we had to make a difficult but necessary decision to pursue the arbitration route with 3D Medicines as per the dispute resolution provisions of our license agreement for $13 million. As we await the final ruling by the Hong Kong International Arbitrati on Centre, I cannot comment on pending legal matters around 3D Medicines other than that we will update you with relevant outcomes as soon as it's available. I think on that, on behalf of the SELLAS Board of Directors and Management, again, we thank you for participating in today's 2026 Annual Meeting of Stockholders, and we look forward to the 2027 Annual Meeting. Thank you all.
This concludes today's meeting. Thank you for attending. You may now disconnect and have a wonderful rest of your day.