SELLAS Life Sciences Group, Inc. — Regulatory Filings 2018

Jun 26, 2018

CORRESP 1 filename1.htm Acceleration Request

RBC Capital Markets, LLC

Cantor Fitzgerald & Co.

As Representatives of the several Underwriters,

c/o RBC Capital Markets, LLC

200 Vesey Street

New York, New York 10281-8098

VIA EDGAR June 26, 2018

Ms. Irene Paik

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: SELLAS Life Sciences Group, Inc.

Registration Statement on Form S-1

File No. 333-225140

Request for Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), we, as representatives of the several underwriters, hereby join in the request of SELLAS Life Sciences Group, Inc. (the “ Company ”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:30 PM, Eastern Time, on June 27, 2017, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Cooley LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

| Very truly yours, RBC CAPITAL MARKETS, LLC CANTOR FITZGERALD & CO. Acting severally on behalf of themselves and the several

Underwriters
	RBC CAPITAL MARKETS, LLC
By:	/s/ David Lauffer
	Name:	David Lauffer
	Title:	Managing Director
	CANTOR FITZGERALD & CO.
By:	/s/ John Belle
	Name:	John Belle
	Title:	COO

[Signature Page to Underwriters’ Acceleration Request]