Amended Statement of Beneficial Ownership (sc 13d/a)
February 14 2019 - 4:43PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
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Seelos Therapeutics, Inc.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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Tohuan Steve Chen
c/o Armistice Capital LLC
510 Madison Avenue
7
th
Floor
New York, NY 10022
Telephone Number: 212-231-4930
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(Name, Address and Telephone Number of Person
Authorized to Receive
Notices and Communications)
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January 24, 2019
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [X].
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* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Armistice Capital, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [_]
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(b) [_]
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8.
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SHARED VOTING POWER
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318,730
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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318,730
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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318,730
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.99%
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14.
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TYPE OF REPORTING PERSON
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IA, OO
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Armistice Capital Master Fund Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [_]
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(b) [_]
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8.
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SHARED VOTING POWER
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318,730
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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318,730
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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318,730
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.99%
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14.
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TYPE OF REPORTING PERSON
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CO
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Steven Boyd
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [_]
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(b) [_]
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8.
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SHARED VOTING POWER
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318,730
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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318,730
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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318,730
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.99%
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14.
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TYPE OF REPORTING PERSON
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IN, HC
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Item 1.
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Security and Issuer.
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The name of the issuer is Seelos Therapeutics, Inc., a Delaware
corporation (the "Issuer"). The address of the Issuer's principal executive offices is 300 Park Avenue, 12
th
Floor, New York, New York 10022. This Amendment No. 1 to Schedule 13D relates to the Issuer's Common Stock, par value $0.001 per
share (the "Shares").
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Item 2.
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Identity and Background.
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(a), (f)
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The persons filing this statement are: (i) Armistice Capital, LLC, a Delaware limited liability company (“Armistice Capital”); (ii) Armistice Capital Master Fund Ltd., a Cayman Islands corporation (the “Master Fund”); and (iii) Steven Boyd, a United States citizen (“Mr. Boyd”, and collectively with Armistice Capital and the Master Fund, the “Reporting Persons”).
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(b), (c)
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Armistice Capital is an investment adviser registered with the Securities
and Exchange Commission that is principally engaged in the business of providing investment management services to private investment
vehicles, including the Master Fund. The principal business address of Armistice Capital is 510 Madison Avenue, 7
th
Floor, New York, New York 10022.
The Master Fund is principally engaged in the business of investing
in securities. The principal business address of the Master Fund is c/o dms Corporate Services Ltd., 20 Genesis Close, P.O. Box
314, Grand Cayman KY1-1104, Cayman Islands. The board of directors of the Master Fund consists of Steven Boyd, Kevin A. Phillip
and Gregory S. Bennett.
Steven Boyd is the managing member of Armistice Capital and a director
of the Master Fund. Mr. Boyd’s business address is 510 Madison Avenue, 7
th
Floor, New York, New York 10022.
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(d)
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None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The funds for the purchase of the 318,730 Shares beneficially owned by the Reporting Persons came from the working capital of the Master Fund, which is the direct owner of the Shares. The net investment costs (including commissions, if any) of the Shares beneficially owned by the Reporting Persons is approximately $1,242,000.
No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.
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Item 4.
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Purpose of Transaction.
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This Schedule 13D/A filing is being made to report that, as of January
24, 2019, the Reporting Persons no longer beneficially own more than 5% of the Issuer’s outstanding Shares.
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Item 5.
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Interest in Securities of the Issuer.
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(a) - (d)
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As of the date hereof, each of the Reporting Persons may be deemed
to be the beneficial owner of 318,730 Shares, constituting 4.99% of the Shares, based upon 6,387,380 Shares outstanding as of the
date hereof as adjusted for warrants beneficially owned by the Reporting Persons. Each of the Reporting Persons has the sole power
to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 318,730 Shares. Each of the Reporting
Persons has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition
of 318,730 Shares.
There have been no transactions in the Shares by the Reporting Persons
during the past sixty days.
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(e)
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As of January 24, 2019, the Reporting Persons no longer beneficially
own more than 5% of the Issuer’s outstanding Shares.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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The Reporting Persons do not have any contract, arrangement, understanding
or relationship with any person with respect to securities of the Issuer that is not described on the previous Schedule 13D filing
made by the Reporting Persons in respect of the Issuer on September 27, 2018.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit A: Joint Filing Agreement
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SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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February 14, 2019
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(Date)
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Armistice Capital, LLC*
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By: /
s/ Steven Boyd
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Name: Steven Boyd
Title: Managing Member
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Armistice Capital Master Fund Ltd.
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By:
/s/ Steven Boyd
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Name: Steven Boyd
Title: Director
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Steven Boyd*
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/s/ Steven Boyd
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* The Reporting Person disclaims beneficial
ownership of the reported securities except to the extent of his or its pecuniary interests therein, and this report shall not
be deemed an admission that such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities
Exchange Act of 1934, as amended, or for any other purpose.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that
this Amendment No. 1 to Schedule 13D, dated February 14, 2019, relating to the Common Stock, par value $0.001 per share, of Seelos
Therapeutics, Inc. shall be filed on behalf of the undersigned.
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February 14, 2019
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(Date)
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Armistice Capital, LLC
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By: /
s/ Steven Boyd
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Name: Steven Boyd
Title: Managing Member
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Armistice Capital Master Fund Ltd.
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By:
/s/ Steven Boyd
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Name: Steven Boyd
Title: Director
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Steven Boyd
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/s/ Steven Boyd
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