Explanatory Note
On May 19, 2020, Seelos Therapeutics, Inc. (the "Company") filed a Current Report on Form 8-K (the "Original Form 8-K")
reporting, among other things, the voting results of each proposal considered by the Company's stockholders at the Company's 2020 Annual Meeting of Stockholders (the "Meeting")
held on May 15, 2020 and the filing of a Certificate of Amendment to the Company's Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to
increase the number of authorized shares of common stock, par value $0.001 per share ("Common Stock"), from 120,000,000 to 360,000,000. Subsequent to filing the Original Form
8-K, the Company recalculated the voting totals for the Meeting. This Amendment No. 1 to the Original Form 8-K amends the Original Form 8-K to (i) disclose the revised voting results for the
proposals presented at the Meeting, (ii) disclose that the Company has filed a Certificate of Correction with the Secretary of State of the State of Nevada to restore the authorized number of
shares of Common Stock to 120,000,000, and (iii) restate the remaining information included in the Original Form 8-K.
The foregoing description of the Certificate of Correction does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate
of Correction, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
On May 18, 2020, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment to increase the authorized number of shares of
Common Stock from 120,000,000 to 360,000,000 (the "Certificate of Amendment"). The Certificate of Amendment was filed on the basis that Proposal No. 6 described in Item 5.07
below was approved by the Company's stockholders at the Meeting. The Company subsequently determined that Proposal No. 6 was not approved. On May 20, 2020, the Company filed a
Certificate of Correction of the Certificate of Amendment with the Secretary of State of the State of Nevada to correct the prior Certificate of Amendment to state that the correct number of
authorized shares of Common Stock of the Company is 120,000,000. In the interim, no shares of Common Stock were issued by the Company in excess of the Company's 120,000,000
authorized shares of Common Stock.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 15, 2020, the Company held the Meeting. At the Meeting, a total of 32,476,580 shares, or 73.8% of the Company's Common Stock issued and outstanding as of
the record date, were represented virtually or by proxy.
At the Meeting, the Company's stockholders considered six proposals, each of which is described in more detail in the Company's definitive proxy statement on Schedule
14A filed with the Securities and Exchange Commission on April 13, 2020.
Set forth below is a brief description of each matter voted upon at the Meeting and the preliminary voting results with respect to each matter. The preliminary voting results set forth below
are subject to change. If these results change, the Company will file an amendment to this Current Report on Form 8-K to disclose the final results within four business days after they are known.
As reflected, Proposal No. 1, 2, 3, 4 and 5 were approved, and Proposal No. 6 was not approved.
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Proposal No. 1: To elect one Class III director, Richard W. Pascoe, nominated by the Company's Board of Directors, to serve until the 2023 Annual Meeting of Stockholders
and until his successor is duly elected and qualified.
Nominee
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For
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Withheld
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Broker Non-Votes
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Richard W. Pascoe
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15,814,395
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2,822,530
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13,839,655
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Proposal No. 2:
To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020.
For
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Against
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Abstentions
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31,638,737
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531,947
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305,896
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Proposal No. 3:
To approve the Company's 2020 Employee Stock Purchase Plan.
For
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Against
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Abstentions
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Broker Non-Votes
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15,515,720
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2,801,099
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320,106
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13,839,655
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Proposal No. 4:
To approve an amendment to the Company's Amended and Restated 2012 Stock Long Term Incentive Plan to increase the number of
shares authorized for issuance thereunder by 6,500,000 shares.
For
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Against
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Abstentions
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Broker Non-Votes
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14,023,724
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4,181,269
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431,932
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13,839,655
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Proposal No. 5
: To conduct an advisory (non-binding) vote on executive compensation.
For
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Against
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Abstentions
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Broker Non-Votes
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15,494,676
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2,091,402
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1,050,847
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13,839,655
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Proposal No. 6:
To approve an amendment to the Company's Amended and Restated Articles of Incorporation to increase the number of authorized
shares of common stock, par value $0.001 per share, to a total of 360,000,000.
For
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Against
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Abstentions
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Broker Non-Votes
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14,206,537
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3,624,622
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805,766
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13,839,655
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1
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Certificate of Correction of the Certificate of Amendment to the Amended and Restated Articles of Incorporation of Seelos Therapeutics, Inc., filed May 20, 2020.
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* * *
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Seelos Therapeutics, Inc.
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Date: May 20, 2020
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By:
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/s/ Raj Mehra, Ph.D.
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Name: Raj Mehra, Ph.D.
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Title: Chief Executive Officer, President and Interim Chief Financial Officer
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