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ABOUT THIS PROSPECTUS
You should rely only
on the information we have provided or incorporated by reference into this prospectus, any applicable prospectus supplement and any related
free writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus,
any applicable prospectus supplement or any related free writing prospectus. No dealer, salesperson or other person is authorized to give
any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing
prospectus. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the Shares offered
hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this
prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of
the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by
reference, regardless of the time of delivery of this prospectus or any sale of a security.
The Selling Stockholder
is offering the Shares only in jurisdictions where such issuances are permitted. The distribution of this prospectus and the issuance
of the Shares in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus
must inform themselves about, and observe any restrictions relating to, the issuance of the Shares and the distribution of this prospectus
outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation
of an offer to buy, the Shares offered by this prospectus by any person in any jurisdiction in which it is unlawful for such person to
make such an offer or solicitation.
This prospectus is part
of a registration statement that we filed with the U.S. Securities and Exchange Commission (the “SEC”), under which the Selling
Stockholder may offer from time to time up to an aggregate of 3,212,832 shares of Common Stock in one or more offerings. If required,
each time the Selling Stockholder offers shares of Common Stock, we will provide you with, in addition to this prospectus, a prospectus
supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses
to be provided to you that may contain material information relating to that offering. We may also use a prospectus supplement and any
related free writing prospectus to add, update or change any of the information contained in this prospectus or in documents we have incorporated
by reference. This prospectus, together with any applicable prospectus supplements, any related free writing prospectuses and the documents
incorporated by reference into this prospectus, includes all material information relating to this offering. To the extent that any statement
that we make in a prospectus supplement is inconsistent with statements made in this prospectus, the statements made in this prospectus
will be deemed modified or superseded by those made in a prospectus supplement. Please carefully read both this prospectus, any prospectus
supplement and any related free writing prospectus together with the additional information described below under the section entitled
“Important Information Incorporated by Reference” before buying any of the securities offered.
PROSPECTUS SUMMARY
This summary highlights
selected information contained elsewhere in this prospectus or incorporated by reference in this prospectus, and does not contain all
of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus, any
applicable prospectus supplement and any related free writing prospectus, including the risks of investing in our Common Stock discussed
under the heading “Risk Factors” contained in this prospectus, any applicable prospectus supplement and any related free writing
prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus. You should also
carefully read the information incorporated by reference into this prospectus, including our financial statements, and the exhibits to
the registration statement of which this prospectus forms a part. Unless otherwise mentioned or unless the context requires otherwise,
all references in this prospectus to “Seelos,” the “Company,” “we,” “us,” “our”
or similar references mean Seelos Therapeutics, Inc. and its subsidiaries.
Seelos Therapeutics, Inc.
Seelos Therapeutics, Inc.
(Nasdaq: SEEL), together with its subsidiaries, or collectively, “Seelos”, the “Company”, “we”, “us”
and “our”, is a clinical stage biopharmaceutical company focused on achieving efficient development of products that address
significant unmet needs in Central Nervous System (“CNS”) disorders and other rare disorders.
Our business model is to
advance multiple late-stage therapeutic candidates with proven mechanisms of action that address large markets with unmet medical needs
and for which there is a strong economic and scientific rationale for development.
Our product development pipeline
is as follows:
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Indication
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Development Phase
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Development Status
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SLS-002
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Acute Suicidal Ideation and Behavior (ASIB) in
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Phase II
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Completed open-label patient enrollment and announced the initial
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Intranasal Racemic Ketamine
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Major Depressive Disorder (MDD)
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topline data from Part 1 of the proof-of-concept study on May 17, 2021 and initiated enrollment of Part 2 of a registration directed study
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SLS-005
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Amyotrophic Lateral Sclerosis (ALS)
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Phase IIb/III
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Startup activities initiated; screening expected to commence in Q4 2021
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IV Trehalose
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Spinocerebella Ataxia (SCA)
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Phase IIb/III
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Startup activities initiated
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Sanfilippo Syndrome
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Phase II
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Obtaining natural history data
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SLS-004
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Parkinson’s Disease (PD)
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Pre-IND
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Preclinical studies ongoing
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Gene Therapy
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SLS-006
Partial Dopamine Agonist
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Parkinson’s Disease (PD)
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Phase II/III
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Considering studies to advance into late stage trials
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SLS-007
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Parkinson’s Disease (PD)
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Pre-IND
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Preclinical study ongoing
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Peptide Inhibitor
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Lead Programs
Our lead programs are currently
SLS-002 for the treatment of Acute Suicidal Ideation and Behavior (“ASIB”) in patients with Major Depressive Disorder (“MDD”)
and SLS-005 for the potential treatment of Amyotrophic Lateral Sclerosis (“ALS”) and Spinocerebella Ataxia (“SCA”).
SLS-005 for the potential treatment of Sanfilippo syndrome currently requires additional natural history data, which is being considered.
SLS-002 is
intranasal racemic ketamine with two investigational new drug applications (“INDs”). The lead program is focused on the treatment
of ASIB in MDD. SLS-002 was originally derived from a Javelin Pharmaceuticals, Inc./Hospira, Inc. program with 16 clinical studies involving
approximately 500 subjects. SLS-002 addresses an unmet need for an efficacious drug to treat suicidality in the United States. Traditionally,
anti-depressants have been used in this setting but many of the existing treatments are known to contribute to an increased risk of suicidal
thoughts in some circumstances, and if and when they are effective, it often takes weeks for the full therapeutic effect to be manifested.
We believe there is a large opportunity in the United States and European markets for products in this space. Based on information gathered
from the databases of the Agency for Healthcare Research and Quality, there were approximately 1,000,000 visits to emergency rooms for
suicide attempts in 2013 in the United States alone. Experimental studies suggest ketamine has the potential to be a rapid, effective
treatment for refractory depression and suicidality.
The clinical
development program for SLS-002 includes two parallel healthy volunteer studies (Phase I). We announced interim data from our Phase I
study of SLS-002 during the quarterly period ended March 31, 2020. As a result, in March 2020, we completed a Type C meeting with the
U.S. Food and Drug Administration (“FDA”) and received guidance to conduct a Phase II proof of concept (“PoC”)
study of SLS-002 for ASIB in patients with MDD, to support the further clinical development of this product candidate, together with nonclinical
data under development.
As a result
of the Type C meeting and the Fast Track designation for SLS-002 for the treatment of ASIB in patients with MDD, we believe we are well
positioned to pursue the FDA’s expedited programs for drug development and review.
On June 23,
2020, we announced the final safety data from our Phase I pharmacokinetics/pharmacodynamics study of intranasal racemic ketamine (SLS-002)
as well as the planned design of a Phase II double blind, placebo-controlled PoC study for ASIB in subjects with MDD. We initiated this
PoC study in two parts: Part 1 was an open-label study of 17 subjects, and is being followed by Part 2, which is a double blind, placebo-controlled
study of approximately 120 subjects. On January 15, 2021, we announced dosing of the first subjects in Part 1 of the PoC study. On March
5, 2021, we announced the completion of open-label enrollment of subjects in Part 1 of the PoC study. We announced the initial topline
data from Part 1 of the PoC study on May 17, 2021.
On July 6, 2021,
we announced dosing of the first subject in Part 2 of the planned registration directed study. Based on feedback from a Type C meeting
with the FDA in June 2021, we are planning to increase the subjects in Part 2 to increase the sample size and power to support our potential
marketing application. Also, we are planning a Phase II clinical trial to run concurrently with the Part 2 registration directed study
to observe patients that complete Part 2 of the PoC study for six months following completion of treatment to measure longer term durability,
gauge retreatment and associated dosing.
SLS-005 is
IV trehalose, a protein stabilizer that crosses the blood-brain-barrier and activates autophagy and the lysosomal pathway. Based on preclinical
and in vitro studies, there is a sound scientific rationale for developing trehalose for the treatment of ALS, SCA and other indications
such as Sanfilippo Syndrome. Trehalose is a low molecular weight disaccharide (0.342 kDa) that protects against pathological processes
in cells. It has been shown to penetrate muscle and cross the blood-brain-barrier. In animal models of several diseases associated with
abnormal cellular protein aggregation, it has been shown to reduce pathological aggregation of misfolded proteins as well as to activate
autophagy pathways through the activation of Transcription Factor EB (“TFEB”), a key factor in lysosomal and autophagy gene
expression. Activation of TFEB is an emerging therapeutic target for a number of diseases with pathologic accumulation of storage material.
Trehalose 90.5
mg/mL IV solution has demonstrated promising clinical potential in prior Phase II clinical development for oculopharyngeal muscular dystrophy
(“OPMD”) and spinocerebellar ataxia type 3 (“SCA3”), also known as Machado Joseph disease, with no significant
safety signals to date and encouraging efficacy results. Pathological accumulation of protein aggregates within cells, whether in the
CNS or in muscle, eventually leads to loss of function and ultimately cell death. Prior preclinical studies indicate that this platform
has the potential to prevent mutant protein aggregation in other devastating PolyA/PolyQ diseases.
We own two United
States patents for parenteral administration of trehalose for patients with OPMD and SCA3, both of which are expected to expire in 2034.
In addition, Orphan Drug Designation (“ODD”) for OPMD and SCA3 has been secured in the United States and in the European Union
(“EU”). In February 2019, we assumed a collaborative agreement, turned subsequently into a research grant, with Team Sanfilippo
Foundation, a nonprofit medical research foundation founded by parents of children with Sanfilippo Syndrome. On April 30, 2020, we were
granted ODD for SLS-005 in Sanfilippo Syndrome from the FDA. SLS-005 was previously granted ODD from the FDA and European Medicines Agency
for SCA3 and OPMD as well as Fast Track designation for OPMD. On April 22, 2020, we received a Notice of Allowance from the United States
Patent and Trademark Office for our U.S. patent number 10,751,353 (application number 16/263,707) titled “COMPOSITIONS AND METHODS
FOR TREATING AN AGGREGATION DISEASE OR DISORDER” for trehalose (SLS-005). The allowed claims cover the composition of matter and
method of use for trehalose (SLS-005) for treating a disease or disorder selected from any one of the following: spinal and bulbar muscular
atrophy, dentatombral-pallidoluysian atrophy, Pick’s disease, corticobasal degeneration, progressive supranuclear palsy,
frontotemporal dementia or
parkinsonism linked to chromosome 17. On May 15, 2020, we were granted Rare Pediatric Disease Designation (“RPDD”) for
SLS-005 in Sanfilippo Syndrome from the FDA. RPDD is an incentive program created under the Federal Food, Drug, and Cosmetic Act to
encourage the development of new therapies for the prevention and treatment of certain rare pediatric diseases. On May 27, 2021, we
announced that we were granted ODD for SLS-005 in ALS from the European Medicines Agency. At present, we are initiating the startup
activities for a clinical study in ALS. In December 2020, we announced the selection of SLS-005 for the Healey ALS platform trial
led by Harvard Medical School, Massachusetts. The Healey ALS platform trial is designed to study multiple potential treatments for
ALS simultaneously. The platform trial model aims to greatly accelerate the study access, reduce costs and shorten development
timelines. Our pivotal Phase IIb/III study for SLS-005 in ALS is expected to screen its first subject in the fourth quarter of
2021. In November 2021, we announced the FDA acceptance of an IND and grant of fast track designation for SLS-005 for the treatment of
SCA. We have begun the start up activities for a Phase IIb/III study for SCA.
Additionally,
we are developing several preclinical programs, most of which have well-defined mechanisms of action, including SLS-004, licensed from
Duke University, and SLS-007, licensed from The Regents of the University of California, for the potential treatment of Parkinson’s
Disease (“PD”), SLS-008, targeted at chronic inflammation in asthma, atopic dermatitis and orphan indications such as pediatric
esophagitis, SLS-010 in narcolepsy and related disorders and SLS-012, an injectable therapy for post-operative pain management.
Strategy and Ongoing Programs
SLS-002: The
clinical development program for SLS-002 includes two parallel healthy volunteer studies (Phase I). Following these Phase I studies, we
completed a Type C meeting with the FDA in March 2020 and received guidance to conduct a Phase II PoC study of SLS-002 for ASIB in subjects
with MDD. We have completed enrollment of subjects in and released topline data for Part 1 of our open-label study on May 17, 2021. We
initiated enrollment in Part 2 of the registration directed study on July 6, 2021.
SLS-005 is
undergoing startup activities for clinical studies in ALS and SCA. In December 2020, we announced the selection of SLS-005 for the Healey
ALS platform trial led by Harvard Medical School, Massachusetts. The Healey ALS platform trial is designed to study multiple potential
treatments for ALS simultaneously. The platform trial model aims to greatly accelerate the study access, reduce costs, and shorten development
timelines. In November 2021, we announced the FDA acceptance of an IND and grant of fast track designation for SLS-005 for the treatment
of SCA. We have begun the start up activities for a Phase IIb/III study for SCA. We are continuing to consider trials in Sanfilippo Syndrome
and are seeking more natural history data based on the guidance from regulatory agencies.
SLS-004 is
an all-in-one lentiviral vector, targeted for gene editing through DNA methylation within intron 1 of the synuclein alpha (“SNCA”)
gene responsible for expressing alpha-synuclein protein. SLS-004, when delivered to dopaminergic neurons derived from human induced pluripotent
stem cells of a PD patient, modified the expression on alpha-synuclein (“α-synuclein”) and exhibited reversal of the
disease-related cellular-phenotype characteristics of the neurons. The role of mutated SNCA in PD pathogenesis and the need to maintain
the normal physiological levels of α-synuclein protein emphasize the yet unmet need to develop new therapeutic strategies, such
as SLS-004, targeting the regulatory mechanism of α-synuclein expression. On May 28, 2020, we announced the initiation of a preclinical
study of SLS-004 in PD through an all-in-one lentiviral vector targeting the SNCA gene. We are constructing a bimodular viral system harboring
an endogenous α-synuclein transgene and inducible regulated repressive CRISPR/Cas9-unit to achieve constitutive activation and inducible
suppression of PD-related pathologies. We announced positive in vivo data demonstrating down-regulation of SNCA mRNA and protein expression
on July 7, 2021 under this study.
SLS-006 is
a true partial dopamine agonist, originally developed by Wyeth Pharmaceuticals, Inc., with previous clinical studies on 340 subjects in
various Phase I and Phase II studies. It is a potent D2/D3 agonist/antagonist that has shown promising efficacy with statistical significance
in Phase II studies in early-stage PD patients and an attractive safety profile. Moreover, it has also shown synergistic effect with reduced
doses of L-DOPA. We are considering studies to advance the product candidate into late-stage trials.
SLS-007 is
a rationally designed peptide-based approach, targeting the nonamyloid component core (“NACore”) of α-synuclein to inhibit
the protein from aggregation. Recent in vitro and cell culture research has shown that SLS-007 has the ability to stop the propagation
and seeding of α- synuclein aggregates. We will evaluate the potential for in vivo delivery of SLS-007 in a PD transgenic mice model.
The goal will be to establish in vivo pharmacokinetics/pharmacodynamics and target engagement parameters of SLS-007, a family of anti-
α -synuclein peptidic inhibitors. On June 25, 2020, we announced the initiation of a preclinical study of SLS-007 in PD delivered
through an adeno associated viral (“AAV”) vector targeting the non-amyloid component core of α-synuclein. We have initiated
an in vivo preclinical study of SLS-007 in rodents to assess the ability of two specific novel peptides, S62 and S71, delivered via AAV1/2
viral vector, to protect dopaminergic function in the preformed α-synuclein fibril rodent model
of PD. Production of AAV1/2 vectors
encoding each of the two novel peptides incorporating hemagglutinin tags has already been completed. This preclinical study is designed
to establish the in vivo pharmacokinetic and pharmacodynamic profiles and target engagement parameters of SLS-007.
We intend to become a leading biopharmaceutical
company focused on neurological and psychiatric disorders, including orphan indications. Our business strategy includes:
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Advancing SLS-002 in ASIB in MDD and post-traumatic stress disorder;
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Advancing SLS-004 in PD;
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Advancing SLS-005 in ALS and Sanfilippo syndrome;
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Advancing SLS-007 in PD as a monotherapy; and
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Acquiring synergistic assets in the central nervous system therapy space through licensing and partnerships.
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We also have two legacy product candidates:
a product candidate in the United States for the treatment of erectile dysfunction, which we in-licensed from Warner Chilcott Company,
Inc., now a subsidiary of Allergan plc; and a product candidate which has completed a Phase IIa clinical trial for the treatment of Raynaud’s
Phenomenon, secondary to scleroderma, for which we own worldwide rights.
Recent Developments
Convertible Note Financing
On
November 23, 2021, we entered into a Securities Purchase Agreement (the “Lind Purchase Agreement”) with Lind Global Asset
Management V, LLC (the “Investor”) pursuant to which, among other things, on November 23, 2021 (the “Closing Date”),
we issued and sold to the Investor, in a private placement transaction (the “Private Placement”), in exchange for the payment
by the Investor of $20,000,000, (1) a convertible promissory note (the “First Note”) in an aggregate principal amount of $22,000,000
(the “Principal Amount”), which will bear no interest until the first anniversary of the issuance of the First Note and will
thereafter bear interest at a rate of 5% per annum, and mature on November 23, 2024 (the “Maturity Date”), and (2) 534,759
shares (the “Closing Shares”) of Common Stock.
At
the first anniversary of the Closing Date, we will have the option, at our sole discretion, to issue to the Investor a convertible promissory
note (the “Second Note”) in the principal amount of $11,000,000 in exchange for the payment by the Investor of $10,000,000.
At the earlier of (i) the two-year anniversary of the Closing Date, or (ii) the successful readout for SLS-005 in ALS, and subject to
the mutual agreement of us and the Investor, we will issue to the Investor a convertible promissory note (the “Third Note”)
in the principal amount of $11,000,000 in exchange for the payment by the Investor of $10,000,000. In the event of the filing of a new
drug application with the U.S. Food & Drug Administration for either SLS-002 or SLS-005, and subject to the mutual agreement of us
and the Investor, we will issue to the Investor a convertible promissory note (the “Fourth Note”, and collectively with the
First Note, the Second Note, and the Third Note, the “Notes”) in the principal amount of $11,000,000 in exchange for the payment
by the Investor of $10,000,000. The Second Note, the Third Note and the Fourth Note, if issued, would be in substantially the same form
as the First Note.
At
any time following August 23, 2022, from time to time and before the Maturity Date, the Investor will have the option to convert any portion
of the then-outstanding Principal Amount of the First Note into shares of Common Stock at a price per share of $6.00, subject to adjustment
for stock splits, reverse stock splits, stock dividends and similar transactions (the “Conversion Price”). At any time prior
August 23, 2022, we will have the right to prepay, in whole or in part (exercisable by us at any time or from time to time during such
period), up to an aggregate of $14,666,667 of the outstanding Principal Amount of the First Note with no penalty. If we do not prepay
any amounts of the First Note prior to August 23, 2022 then, commencing August 23, 2022, we will have the right to prepay, in whole or
in part (exercisable by us at any time or from time to time prior to the Maturity Date), up to the full remaining Principal Amount of
the First Note with no penalty; however, if we exercise such prepayment right, the Investor will have the option to convert up to thirty-three
and one-third percent (331/3%) of the amount that we elect to prepay at the Conversion Price. If we prepay any amounts of the
First Note prior to August 23, 2022 then, commencing November 23, 2022, we will not have the right to prepay any amounts of the First
Note between August 23, 2022 to November 23, 2022 and, commencing November 23, 2022, we will have the right to prepay, in whole or in
part (exercisable us at any time or from time to time prior to the Maturity Date) up to the full remaining Principal Amount of the First
Note with no penalty; however, if we exercise such prepayment right, the Investor will have the option to convert up to thirty-three and
one-third percent (331/3%) of the amount that we elect to prepay at the Conversion Price.
Subject
to certain exceptions, we will be required to direct proceeds from any subsequent debt financings (including subordinated debt, convertible
debt or mandatorily redeemable preferred stock but other than purchase money debt or capital lease obligations or other indebtedness incurred
in the ordinary course of business) to repay the Notes, unless waived by the Investor in advance.
Beginning
on November 23, 2022, the First Note will amortize in twenty-four monthly installments equal to the quotient of (i) the then-outstanding
Principal Amount of the First Note, divided by (ii) the number of months remaining until the Maturity Date. All amortization payments
will be payable, at our sole option, in cash, shares of Common Stock or a combination of both. In addition, commencing on the last business
day of the first month following November 23, 2022, we will pay, on a monthly basis, all interest that has accrued and remains unpaid
on the then-outstanding Principal Amount of the First Note. Any portion of an amortization payment or interest payment that is paid in
shares of Common Stock will be priced at 90% of the average of the five lowest daily volume weighted average prices of the Common Stock
during the 20 trading days prior to the date of issuance of the shares. If, after the first amortization payment, we elect to make any
amortization payments in cash, we will pay a 5% premium on each cash payment.
In
conjunction with the Lind Purchase Agreement and the First Note, on the Closing Date, we entered into a security agreement with the Investor,
which provides the Investor with a first priority lien on our assets and properties.
License Agreement and Purchase
Agreement
On November 24, 2021, we entered
into an exclusive license agreement (the “License Agreement”) with iXBEL and the Purchase Agreement with iXBEL. Pursuant to
the License Agreement, among other things, iXBEL granted us an exclusive, sublicensable, perpetual, worldwide (excluding certain jurisdictions
identified in the License Agreement) and irrevocable right and license to certain of iXBEL’s licensed patents, know-how, and technological
information, including access to iXBEL’s research, development and manufacturing capabilities, to enable the further development,
manufacture, promotion and commercialization of WafermineTM and certain other existing and to be developed iXBEL wafer-based
delivery technologies, in all cases for sublingual administration of ketamine. In addition, iXBEL will supply us with sufficient product
for the potential treatment of 400 patients, with further supplied amounts to be determined by the parties. We granted iXBEL an exclusive
license to exploit technology developed under the License Agreement outside of the licensed territory and to undertake limited, non-exclusive
research and development activities in the territory. We further agreed not to undertake certain activities with respect to products competitive
with those licensed under the License Agreement during the term of the License Agreement.
As consideration for the license
under the License Agreement, we agreed to (i) pay iXBEL an upfront fee of $9,000,000 comprised of $3,500,000 in cash and 2,570,266 restricted
shares of our Common Stock (calculated in accordance with the Purchase Agreement); and (ii) pay certain development, regulatory and commercial
milestones and royalty payments as further set out in the License Agreement.
Pursuant to the Purchase Agreement,
we also agreed to reimburse iXBEL for the difference in value (the “Shortfall Amount”) in the event the aggregate Value (as
defined below) of the 2,570,266 shares of our Common Stock issued to iXBEL pursuant to the Purchase Agreement is less than $5,500,000.
The Shortfall Amount may be paid in cash, additional shares of Common Stock (the “Additional Shares”) or a combination of
the foregoing, as follows: (A) for the first $1,100,000 of any Shortfall Amount, we will issue such number of Additional Shares as is
equal to the quotient of the lesser of (i) the Shortfall Amount and (ii) $1,100,000, divided by the Value of one share of Common Stock,
or pay cash to iXBEL (or a combination of the foregoing) at our sole election; and (B) for the amount of the Shortfall Amount greater
than $1,100,000, if any, we will pay cash to iXBEL. For purposes of the foregoing calculation, the “Value” of one share of
our Common Stock will be equal to the volume weighted average closing price of our Common Stock, as reported on The Nasdaq Stock Market
LLC, for the ten consecutive trading days ending on the third trading date prior to the effective date of the registration statement of
which this prospectus forms a part.
Pursuant to the Purchase Agreement,
we have agreed to file a registration statement registering the shares of Common Stock that we issue to iXBEL pursuant to the Purchase
Agreement, including any Additional Shares, on or before December 24, 2021. The registration statement of which this prospectus forms
a part is being filed to satisfy this obligation. We are registering the Shortfall Shares to cover
up to 642,566 Additional Shares that we may issue pursuant to the Purchase Agreement.
Coronavirus (COVID-19)
In March 2020, we began taking
precautionary measures to protect the health and safety of our employees and contractors and further assessing the actual and potential
impact of the coronavirus (“COVID-19”) pandemic on our business, financial condition and operations. COVID-19 infections have
been reported throughout the United States, along with other jurisdictions in which our suppliers, partners and collaborators operate.
In addition, COVID-19 has caused disruption and volatility in the global capital markets and has led to an economic slowdown. Certain
national, provincial, state and local governmental authorities have issued proclamations and/or directives aimed at minimizing the spread
of COVID-19 and additional, more restrictive proclamations and/or directives may be issued in the future. Before the recent COVID-19 outbreak,
most of our employees worked remotely. In addition, our ongoing clinical trial for SLS-002 in acute suicidal ideation and behavior ASIB
in patients with MDD completed the clinical testing phase in February 2020. On June 23, 2020, we released the final pharmacokinetics/pharmacodynamics
portion of the data. Also, we did not experience any significant delays with opening our clinical sites for SLS-002 during the first nine
months of 2021 and have not experienced any such delays during the fourth quarter of 2021 to date. Accordingly, the impact of the travel
restrictions and shelter-in-place orders have not had a material impact on our operations to date. Additionally, the pandemic has not
materially affected our liquidity as we maintain our resources in the form of cash.
In addition, although we do not
currently expect the preventative measures taken to date to have a material adverse impact on our business for the fourth quarter of 2021,
the ultimate impact of the COVID-19 pandemic on our business, financial condition and results of operations is unknown and will depend
on future developments and risks, which are highly uncertain and cannot be predicted. These developments and risks include, among others,
the duration and severity of the COVID-19 pandemic, the impact on capital markets, the impact on our partners and the regulatory agencies
that oversee our sector and any additional preventative and protective actions that governmental authorities, or we, may implement, any
of which may result in an extended period of business disruption, including potential delays in commencing future clinical trials or in
completing enrollment for any clinical trials we may commence or in the FDA or other regulatory agencies conducting in-person inspections
or accommodations for alternatives to in-person inspections. Any resulting financial impact cannot be reasonably estimated at this time,
but the COVID-19 pandemic may force us to make adjustments to our business, our plans and our timeline for developing assets, including
our programs. In addition, the pandemic is currently not anticipated to have a material adverse impact on our business, financial condition
and results of operations, including our ability to raise additional capital. However, if the effects of the pandemic worsen into the
first quarter of 2022, it could have a material adverse impact on our business. See the heading “Risk Factors” contained in
this prospectus, any applicable prospectus supplement and any related free writing prospectus and under similar headings in the other
documents that are incorporated by reference into this prospectus for an additional discussion of risks related to COVID-19.
Additional Information
For a complete description
of our business, financial condition, results of operations and other important information, we refer you to our filings with the SEC
that are incorporated by reference in this prospectus, including our Annual
Report on Form 10-K for the year ended December 31, 2020, our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2021, our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2021 and our Quarterly
Report on Form 10-Q for the quarter ended September 30, 2021. For instructions on how to find copies of these documents, see the section
entitled “Where You Can Find More Information.”
We were incorporated under the
laws of the State of Nevada in 1987. On January 24, 2019, we completed a reverse merger transaction with Seelos Therapeutics, Inc., a
Delaware corporation (now known as Seelos Corporation) (the “Merger”) and, upon completion of the Merger, we changed our name
to Seelos Therapeutics, Inc.
Our
principal executive offices are located at 300 Park Avenue, 2nd Floor, New York, NY 10022, and our telephone number is (646)
293-2100. Our website is located at www.seelostherapeutics.com. Any information contained
on, or that can be accessed through, our website is not incorporated by reference into, nor is it in any way part of, this prospectus
and should not be relied upon in connection with making any decision with respect to an investment in our securities. We are required
to file annual, quarterly and current reports, proxy statements and other information with the SEC. You may obtain any of the documents
filed by us with the SEC at no cost from the SEC’s website at http://www.sec.gov.
We are a “smaller reporting
company” as defined in Rule 12b-2 of the Exchange Act and have elected to take advantage of certain of the scaled disclosure available
for smaller reporting companies in this prospectus as well as our filings under the Exchange Act.
RISK FACTORS
Investing in shares of
our Common Stock involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described
below, under “Risk Factors” in any applicable prospectus supplement and in our most recent Annual Report on Form 10-K and
our Quarterly Reports on Form 10-Q, as well as any amendments
thereto, together with all of the other information appearing in or incorporated by reference into this prospectus and any applicable
prospectus supplement, before deciding whether to purchase any of the shares of Common Stock being offered. Our business, financial condition
or results of operations could be materially adversely affected by any of these risks. The trading price of our Common Stock could decline
due to any of these risks, and you may lose all or part of your investment.
DISCLOSURE REGARDING
FORWARD-LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference into this prospectus may contain forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
about us and our subsidiaries. These forward-looking statements are intended to be covered by the safe harbor for forward-looking statements
provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, and
can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,”
“will,” “could,” “should,” “projects,” “plans,” “goal,” “targets,”
“potential,” “estimates,” “pro forma,” “seeks,” “intends” or “anticipates”
or the negative thereof or comparable terminology. Forward-looking statements include discussions of strategy, financial projections,
guidance and estimates (including their underlying assumptions), statements regarding plans, objectives, expectations or consequences
of various transactions, and statements about our future performance, operations, products and services. We caution our stockholders and
other readers not to place undue reliance on such statements.
You should read this
prospectus and the documents incorporated by reference into this prospectus completely and with the understanding that our actual future
results may be materially different from what we currently expect. Our business and operations are and will be subject to a variety of
risks, uncertainties and other factors. Consequently, actual results and experience may materially differ from those contained in any
forward-looking statements. Such risks, uncertainties and other factors that could cause actual results and experience to differ from
those projected include, but are not limited to, the risk factors set forth in Part I – Item 1A, ”Risk Factors,”
in our Annual Report on Form 10-K for
the year ended December 31, 2020, as filed with the SEC on March 11, 2021, the risk factors set forth in Part II – Item
1A “Risk Factors,” in our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2021, as filed with the SEC on April 30, 2021, our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2021, as filed with the SEC on August 6, 2021, and our Quarterly
Report on Form 10-Q for the quarter ended September 30, 2021, as filed with the SEC on November 5, 2021, and elsewhere in the other
documents incorporated by reference into this prospectus.
You should assume that
the information appearing in this prospectus, any accompanying prospectus supplement, any related free writing prospectus and any document
incorporated herein by reference is accurate as of its date only. Because the risk factors referred to above could cause actual results
or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place
undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made.
New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess
the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. All written or oral forward-looking statements attributable to us or
any person acting on our behalf made after the date of this prospectus are expressly qualified in their entirety by the risk factors and
cautionary statements contained in and incorporated by reference into this prospectus. Unless legally required, we do not undertake any
obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date of this
prospectus or to reflect the occurrence of unanticipated events.
USE OF PROCEEDS
We are filing the registration
statement of which this prospectus forms a part to permit the Selling Stockholder to resell the Shares. We will not receive any proceeds
from the sale of the Shares by the Selling Stockholder.
The Selling Stockholder
will pay any underwriting fees, discounts and commissions attributable to the sale of the Shares and any similar expenses it incurs in
disposing of the Shares. We will bear all other costs, fees, and expenses incurred in effecting the registration of the Shares covered
by this prospectus. These may include, without limitation, all registration and filing fees, printing fees and fees and expenses of our
counsel and accountants in connection with the registration of the Shares covered by this prospectus.
SELLING STOCKHOLDER
Unless the context otherwise
requires, as used in this prospectus, “Selling Stockholder” includes the selling stockholder listed below and donees, pledgees,
permitted transferees or other successors-in-interest selling shares received after the date of this prospectus from a selling stockholder
as a gift, pledge or other non-sale related transfer.
We have prepared this
prospectus to allow the Selling Stockholder or its successors, assignees or other permitted transferees to sell or otherwise dispose of,
from time to time, up to 3,212,832 shares of our Common Stock. The Issued Shares were issued, and the Shortfall Shares, if any, will be
issued, to the Selling Stockholder pursuant to the Purchase Agreement and in reliance on the exemption from securities registration in
Section 4(a)(2) under the Securities Act and Rule 506 promulgated thereunder.
The shares of Common
Stock to be offered by the Selling Stockholder are “restricted” securities under applicable federal and state securities laws
and are being registered under the Securities Act to give the Selling Stockholder the opportunity to sell these shares publicly. The registration
of these shares does not require that any of the shares be offered or sold by the Selling Stockholder. Subject to these resale restrictions,
the Selling Stockholder may from time to time offer and sell all or a portion of its shares indicated below in privately negotiated transactions
or on the Nasdaq Capital Market or any other market on which our Common Stock may subsequently be listed or quoted.
The registered shares
may be sold directly or through brokers or dealers, or in a distribution by one or more underwriters on a firm commitment or best effort
basis. To the extent required, the names of any agent or broker-dealer and applicable commissions or discounts and any other required
information with respect to any particular offering will be set forth in a prospectus supplement. See the section of this prospectus entitled
“Plan of Distribution”. The Selling Stockholder and any agents or broker-dealers that participate with the Selling Stockholder
in the distribution of registered shares may be deemed to be “underwriters” within the meaning of the Securities Act, and
any commissions received by them and any profit on the resale of the registered shares may be deemed to be underwriting commissions or
discounts under the Securities Act.
No estimate can be
given as to the amount or percentage of Common Stock that will be held by the Selling Stockholder after any sales made pursuant to this
prospectus because the Selling Stockholder is not required to sell any of the Shares being registered under the registration statement
of which this prospectus forms a part. The following table assumes that the Selling Stockholder will sell all of the Shares listed in
this prospectus.
Unless otherwise indicated
in the footnotes below, the Selling Stockholder has not had any material relationship with us or any of our affiliates within the past
three years other than as a security holder.
We have prepared this
table based on written representations and information furnished to us by or on behalf of the Selling Stockholder. Since the date on which
the Selling Stockholder provided this information, the Selling Stockholder may have sold, transferred or otherwise disposed of all or
a portion of the shares of Common Stock in a transaction exempt from the registration requirements of the Securities Act. Unless otherwise
indicated in the footnotes below, we believe that (1) the Selling Stockholder is not a broker-dealer or affiliate of a broker-dealer,
(2) the Selling Stockholder does not have any direct or indirect agreements or understandings with any person to distribute its Shares,
and (3) the Selling Stockholder has sole voting and investment power with respect to all shares beneficially owned, subject to applicable
community property laws. To the extent the Selling Stockholder is, or is affiliated with, a broker-dealer, it could be deemed to be, under
SEC Staff interpretations, an “underwriter” within the meaning of the Securities Act. Information about the Selling Stockholder
may change over time. Any changed information will be set forth in supplements to this prospectus, if required.
The following table sets
forth information with respect to the beneficial ownership of our Common Stock held, as of November 30, 2021, by the Selling Stockholder
and the number of Shares being offered hereby and information with respect to shares to be beneficially owned by the Selling Stockholder
after completion of this offering. The percentages in the following table reflect the shares beneficially owned by the Selling Stockholder
as a percentage of the total number of shares of Common Stock outstanding as of November 30, 2021. As of such date, 102,390,032 shares
of Common Stock were outstanding.
|
|
Shares Beneficially Owned
Prior to the Offering (1)
|
Maximum Number of
Shares of Common Stock
to be Offered Pursuant to
this Prospectus
|
Shares Beneficially
Owned After the
Offering (1)(2)
|
|
Name
|
Number
|
Percentage
|
Number
|
Percentage
|
|
iX Biopharma Europe Limited (3)
|
2,570,266
|
2.5%
|
|
3,212,832 (4)
|
—
|
—
|
|
|
|
|
|
TOTAL
|
2,570,266
|
2.5%
|
|
3,212,832
|
—
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. In computing the number of shares beneficially
owned by a person and the percentage ownership of that person, shares of Common Stock subject to warrants, options and other convertible
securities held by that person that are currently exercisable or exercisable within 60 days (of November 30, 2021) are deemed outstanding.
Shares subject to warrants, options and other convertible securities, however, are not deemed outstanding for the purpose of computing
the percentage ownership of any other person.
|
|
|
(2)
|
Assumes that the Selling Stockholder disposes of all of the shares of Common Stock covered by this prospectus and does not acquire
beneficial ownership of any additional shares other than 642,566 shares that may be issued as Shortfall Shares. The registration of these
shares does not necessarily mean that the Selling Stockholder will be issued any Shortfall Shares or sell all or any portion of the shares
covered by this prospectus.
|
|
|
(3)
|
Voting and dispositive power with respect to the shares held by the Selling Stockholder is held by its board of directors. The address
of the Selling Stockholder is 32 Merrion Street Upper, Dublin 2, Dublin, D02KW80, Ireland.
|
|
|
(4)
|
Includes up to 642,566 shares of Common Stock that may be issued by us to the Selling Stockholder as Shortfall Shares pursuant to
an adjustment mechanism set forth in the Purchase Agreement, as described under the heading “Prospectus Summary—Recent Developments—License
Agreement and Purchase Agreement”.
|
PLAN OF
DISTRIBUTION
We are registering the
Shares to permit the resale of these shares of Common Stock by the holder of the Shares from time to time after the date of this prospectus.
We will not receive any of the proceeds from the sale by the Selling Stockholder of the shares of Common Stock. We will bear all fees
and expenses incident to our obligation to register the shares of Common Stock.
The Selling Stockholder
may sell all or a portion of the shares of Common Stock beneficially owned by it and offered hereby from time to time, directly or through
one or more underwriters, broker-dealers or agents. If the shares of Common Stock are sold through underwriters or broker-dealers, the
Selling Stockholder will be responsible for underwriting fees, discounts or commissions or agent’s commissions. The shares of Common
Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices
determined at the time of sale, or at negotiated prices. The Selling Stockholder will act independently of us in making decisions with
respect to the timing, manner and size of each sale. These sales may be effected in transactions, which may involve cross or block transactions.
The Selling Stockholder may use one or more of the following methods when disposing of the Shares or interests therein:
|
|
·
|
on any national securities exchange or quotation service on which the securities may be listed or quoted
at the time of sale;
|
|
|
·
|
in the over-the-counter market;
|
|
|
·
|
in transactions otherwise than on these exchanges or systems or in the over-the-counter market;
|
|
|
·
|
through the writing of options, whether such options are listed on an options exchange or otherwise;
|
|
|
·
|
in ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
|
·
|
in block trades in which the broker-dealer will attempt to sell the Shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction;
|
|
|
·
|
through purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
|
·
|
in an exchange distribution in accordance with the rules of the applicable exchange;
|
|
|
·
|
in privately negotiated transactions;
|
|
|
·
|
through the distribution of the Common Stock by the Selling Stockholder to its partners, members or stockholders;
|
|
|
·
|
through one or more underwritten offerings on a firm commitment or best efforts basis;
|
|
|
·
|
in sales pursuant to Rule 144;
|
|
|
·
|
whereby broker-dealers may agree with the Selling Stockholder to sell a specified number of such shares
at a stipulated price per share;
|
|
|
·
|
in a combination of any such methods of sale; and
|
|
|
·
|
in any other method permitted pursuant to applicable law.
|
If the Selling Stockholder
effects such transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers
or agents may receive commissions in the form of discounts, concessions or commissions from the Selling Stockholder or commissions from
purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions
or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions
involved). In connection with sales of the shares of Common Stock or otherwise, the Selling Stockholder, may enter into hedging transactions
with broker-dealers, which may in turn engage in short sales of the shares of Common Stock in the course of hedging in positions they
assume. The Selling Stockholder may also sell shares of Common Stock short and deliver shares of Common Stock covered by this prospectus
to close out short positions
and to return borrowed shares in connection with such short sales. The Selling Stockholder may also loan
or pledge shares of Common Stock to broker-dealers that in turn may sell such shares.
The Selling Stockholder
may pledge or grant a security interest in some or all of the shares of Common Stock owned by it and, if it defaults in the performance
of its secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock from time to time pursuant to
this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending,
if necessary, the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as a Selling Stockholder
under this prospectus. The Selling Stockholder also may transfer and donate the shares of Common Stock in other circumstances in which
case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
The Selling Stockholder
and any broker-dealer participating in the distribution of the shares of Common Stock may be deemed to be “underwriters” within
the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be
deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of Common
Stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of Common
Stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions
and other terms constituting compensation from the Selling Stockholder and any discounts, commissions or concessions allowed or reallowed
or paid to broker-dealers. The Selling Stockholder may indemnify any broker-dealer that participates in transactions involving the sale
of the shares of Common Stock against certain liabilities, including liabilities arising under the Securities Act.
Under the securities laws
of some states, the shares of Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition,
in some states the shares of Common Stock may not be sold unless such shares have been registered or qualified for sale in such state
or an exemption from registration or qualification is available and is complied with. The aggregate proceeds to the Selling Stockholder
from the sale of the Common Stock offered will be the purchase price of the Common Stock less discounts or commissions, if any. The Selling
Stockholder reserves the right to accept and, together with its agents from time to time, to reject, in whole or in part, any proposed
purchase of Common Stock to be made directly or through agents. There can be no assurance that the Selling Stockholder will sell any or
all of the shares of Common Stock registered pursuant to the registration statement of which this prospectus forms a part.
The Selling Stockholder
and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales
of any of the shares of Common Stock by the Selling Stockholder and any other participating person. Regulation M may also restrict the
ability of any person engaged in the distribution of the shares of Common Stock to engage in market-making activities with respect to
the shares of Common Stock. All of the foregoing may affect the marketability of the shares of Common Stock and the ability of any person
or entity to engage in market-making activities with respect to the shares of Common Stock.
We will pay all expenses
of the registration of the shares of Common Stock, including, without limitation, SEC filing fees and expenses of compliance with state
securities or “Blue Sky” laws; provided, however, that the Selling Stockholder will pay all underwriting fees, discounts
or commissions attributable to the sale of the Shares or any legal fees and expenses of counsel to the Selling Stockholder, if any.
Once
sold under the registration statement of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the
hands of persons other than our affiliates.
DESCRIPTION
OF CAPITAL STOCK
The following description
of our capital stock is not complete and may not contain all the information you should consider before investing in our capital stock.
This description is summarized from, and qualified in its entirety by reference to, our Amended and Restated Articles of Incorporation,
as amended, which have been publicly filed with the SEC. See the section entitled “Where You Can Find More Information.”
Our authorized capital
stock consists of:
|
|
·
|
240,000,000 shares of common stock, $0.001 par value; and
|
|
|
·
|
10,000,000 shares of preferred stock, $0.001 par value.
|
Common Stock
Holders
of shares of common stock are entitled to one vote per share for the election of directors and on all other matters that require stockholder
approval. Holders of shares of common stock do not have any cumulative voting rights. Subject to any preferential rights of any outstanding
preferred stock, in the event of our liquidation, dissolution or winding up, holders of shares of common stock are entitled to share ratably
in the assets remaining after payment of liabilities and the liquidation preferences of any outstanding preferred stock. Shares of common
stock do not carry any redemption rights or any preemptive or preferential rights enabling a holder to subscribe for, or receive shares
of, any class of our common stock or any other securities convertible into shares of any class of our common stock.
Holders of our common stock
are only entitled to receive dividends if, as and when declared by our board of directors in accordance with applicable law. We have never
paid cash dividends on shares of common stock. Moreover, we do not anticipate paying periodic cash dividends on shares of common stock
for the foreseeable future. Any future determination about the payment of dividends will be made at the discretion of our board of directors
and will depend upon its earnings, if any, capital requirements, operating and financial conditions and on such other factors as our board
of directors deems relevant.
Preferred Stock
We currently have no outstanding
shares of preferred stock. Under our Amended and Restated Articles of Incorporation, as amended, our board of directors has the authority,
without further action by stockholders, to designate one or more series of preferred stock and to fix the voting powers, designations,
preferences, limitations, restrictions and relative rights granted to or imposed upon the preferred stock, including dividend rights,
conversion rights, voting rights, rights and terms of redemption, liquidation preference and sinking fund terms, any or all of which may
be preferential to or greater than the rights of the common stock. Of our authorized preferred stock, 1,000,000 shares have been designated
as Series A Junior Participating Preferred Stock, 800 shares have been designated as Series B 8% Cumulative Convertible Preferred Stock,
and 600 shares have been designated as Series C 6% Cumulative Convertible Preferred Stock.
Our board of directors
may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights
of the holders of shares of common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions
and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control and
may adversely affect the market price of the common stock and the voting and other rights of the holders of shares of common stock.
Our board of directors
may specify the following characteristics of any Preferred Stock:
-
the designation and stated value, if any, of the class
or series of preferred stock;
-
the number of shares of the class or series of preferred
stock offered, the liquidation preference, if any, per share;
-
the dividend rate(s), period(s) or payment date(s) or
method(s) of calculation, if any, applicable to the class or series of preferred stock;
-
whether dividends, if any, are cumulative or non-cumulative
and, if cumulative, the date from which dividends on the class or series of preferred stock will accumulate;
-
the provisions for a sinking fund, if any, for the class
or series of preferred stock;
-
the provision for redemption, if applicable, of the class
or series of preferred stock;
-
the terms and conditions, if applicable, upon which the
class or series of preferred stock will be convertible into common stock, including the conversion price or manner of calculation and
conversion period;
-
voting rights, if any, of the class or series of preferred
stock;
-
the relative ranking and preferences of the class or series
of preferred stock as to dividend rights and rights, if any, upon the liquidation, dissolution or winding up of our affairs;
-
any limitations on issuance of any class or series of
preferred stock ranking senior to or on a parity with the class or series of preferred stock as to dividend rights and rights, if any,
upon liquidation, dissolution or winding up of our affairs; and
-
any other specific terms, preferences, rights, limitations
or restrictions of the class or series of preferred stock.
Outstanding Warrants
As of September 30, 2021,
we had outstanding warrants to purchase 2,635,068 shares of Common Stock as follows:
-
warrants to purchase an aggregate of 8,386 shares with an exercise price of $52.50
per share, all of which are currently exercisable (subject to certain beneficial ownership limitations) and expire on April 20, 2022,
all of which shall be automatically exercised on a “cashless” basis upon expiration if the fair market value of the common
stock is greater than the exercise price of the warrants on the expiration date of the warrants;
-
warrants to purchase an aggregate of 81,587 shares with an exercise price of $46.50
per share, all of which are currently exercisable (subject to certain beneficial ownership limitations) and expire on May 17, 2022, all
of which shall be automatically exercised on a “cashless” basis upon expiration if the fair market value of the common stock
is greater than the exercise price of the warrants on the expiration date of the warrants;
-
warrants to purchase an aggregate of 11,338 shares with an exercise price of $12.60
per share, all of which are currently exercisable and expire on January 12, 2023;
-
a warrant to purchase an aggregate of 916 shares with an exercise price of $21.30
per share, all of which are currently exercisable and expire on January 12, 2023;
-
warrants to purchase an aggregate of 2,037 shares with an exercise price of $21.30
per share, which are currently exercisable (subject to certain beneficial ownership limitations) and expire on January 12, 2023;
-
warrants to purchase an aggregate of 3,647 shares with an exercise price of $21.30
per share, all of which are currently exercisable (subject to certain beneficial ownership limitations) and expire on March 3, 2023;
-
warrants to purchase an aggregate of 11,081 shares with an exercise price of $12.60
per share, all of which are currently exercisable and expire on March 3, 2023;
-
warrants to purchase an aggregate of 11,836 shares with an exercise price of $18.75
per share, all of which are currently exercisable (subject to certain beneficial ownership limitations) and expire on March 28, 2023;
-
warrants to purchase an aggregate of 80,008 shares with an exercise price of $15.00
per share, all of which are currently exercisable (subject to certain beneficial ownership limitations) and expire on May 17, 2023;
-
warrants to purchase an aggregate of 7,668 shares with an exercise price of $10.125
per share, all of which are currently exercisable (subject to certain beneficial ownership limitations) and expire on March 25, 2024,
all of which shall be automatically exercised on a “cashless” basis upon expiration if the fair market value of the common
stock is greater than the exercise price of the warrants on the expiration date of the warrants;
-
warrants to purchase an aggregate of 646 shares with an exercise price of $387.00
per share, all of which are currently exercisable and expire on October 17, 2024, all of which shall be automatically exercised on a “cashless”
basis upon expiration if the fair market value of the common stock is greater than the exercise price of the warrants on the expiration
date of the warrants;
-
warrants to purchase an aggregate of 510 shares with an exercise price of $492.00
per share, all of which are currently exercisable and expire on July 23, 2025, all of which shall be automatically exercised on a “cashless”
basis upon expiration if the fair market value of the common stock is greater than the exercise price of the warrants on the expiration
date of the warrants;
-
a warrant to purchase an aggregate of 115,000 shares with an exercise price of $9.00
per share, which is currently exercisable (subject to certain beneficial ownership limitations) and expires on March 25, 2024, which shall
be automatically exercised on a “cashless” basis upon expiration if the fair market value of the common stock is greater than
the exercise price of the warrants on the expiration date of the warrant;
-
a warrant to purchase an aggregate of 89,239 shares with an exercise price of $12.00
per share, which is currently exercisable and expires on March 25, 2024, which shall be automatically exercised on a “cashless”
basis upon expiration if the fair market value of the common stock is greater than the exercise price of the warrants on the expiration
date of the warrant;
-
Series A warrants to purchase an aggregate of 302,419 shares with an exercise price
of $0.2957 per share, all of which are currently exercisable (subject to certain beneficial ownership limitations) and expire on January
31, 2024;
-
warrants to purchase an aggregate of 900,000 shares with an exercise price of $1.78
per share, all of which are currently exercisable (subject to certain beneficial ownership limitations) and expire on August 28, 2023;
and
-
warrants to purchase up to an aggregate of 1,008,750 shares of common stock with an exercise
price of $0.84 per share, all of which are currently exercisable (subject to certain beneficial ownership limitations) and expire on March
9, 2026.
All of the outstanding
warrants contain provisions for the adjustment of the exercise price in the event of stock dividends, stock splits or similar transactions.
In addition, certain of the warrants contain a “cashless exercise” feature that allows the holders thereof to exercise the
warrants without a cash payment to us under certain circumstances. Certain of the warrants also contain provisions that provide certain
rights to warrantholders in the event of a fundamental transaction, including a merger or consolidation with or into another entity, such
as:
-
the right to receive the same amount and kind of consideration
paid to the holders of common stock in the fundamental transaction;
-
the right to require us or a successor entity to purchase the unexercised portion
of certain warrants at the warrant’s respective fair value using the Black Scholes option pricing formula; or
-
the right to require us or a successor entity to redeem the unexercised portion of certain
warrants for the same consideration paid to holders of common stock in the fundamental transaction at the warrant’s respective fair
value using the Black Scholes option pricing formula.
The Series A warrants provide
that, from January 31, 2019 through January 31, 2022, inclusive, if we publicly announce, issue or sell, or are deemed to have issued
or sold, any shares of our common stock for a price per share less than the exercise price of the Series A warrants in effect immediately
prior to such public announcement, issue or sale or deemed issuance or sale, subject to certain limited exceptions, then the exercise
price of the Series A warrants shall be reduced to such lower price per share. If we publicly announce, issue or sell, or are deemed to
have issued or sold any shares of our common stock for a price per share lower than the exercise price of the Series A warrants then in
effect after January 31, 2022, subject to certain limited exceptions, then the exercise price of the Series A warrants shall be reduced
to an amount equal to the product of (i) the exercise price in effect immediately prior to such public announcement, issue or sale or
deemed issuance or sale and (ii) the quotient determined by dividing (a) the sum of (x) the product derived by multiplying the exercise
price then in effect and the number of shares of our common stock outstanding immediately prior to the new issuance plus (y) the consideration
received by us for the new issuance, by (b) the product derived by multiplying (x) the exercise price then in effect by (y) the number
of shares of our common stock outstanding immediately after the new issuance. Shares of our common stock will be deemed to be issued or
sold if we: (1) grant or sell, or publicly announce the issuance or sale of, any options to purchase shares of our common stock and the
lowest price per share for which one share of common stock is issuable upon the exercise of such option (or upon conversion, exercise
or exchange of any convertible security issuable upon exercise of such option) is less than the exercise price of the Series A warrant,
or (2) issue or sell, or publicly announce the issuance or sale of, any convertible securities and the lowest price per share for which
one share of our common stock is issuable upon the conversion, exercise or exchange of such convertible security is less than the exercise
price of the Series A warrant. As of September 30, 2021, the exercise price of the Series A warrants was $0.2957 per share. The exercise
price is subject to adjustment in accordance with the foregoing provisions and in the event of stock dividends, stock splits or similar
transactions.
Outstanding Convertible Note
As of November 30, 2021,
we had outstanding a convertible promissory note in an aggregate principal amount of $22,000,000 (the “Convertible Note”).
The Convertible Note will bear no interest until the November 23, 2022 and will thereafter bear interest at a rate of 5% per annum, and
mature on November 23, 2024 (the “Maturity Date”). At any time following August 23, 2022, from time to time and before the
Maturity Date, the holder of the Convertible Note (the “Noteholder”) will have the option to convert any portion of the then-outstanding
principal amount of the Convertible Note into shares of Common Stock at a price per share of $6.00, subject to adjustment for stock splits,
reverse stock splits, stock dividends and similar transactions (the “Conversion Price”). At any time prior August 23, 2022,
we will have the right to prepay, in whole or in part (exercisable by us at any time or from time to time during such period), up to an
aggregate of $14,666,667 of the outstanding principal amount of the Convertible Note with no penalty. If we do not prepay any amounts
of the Convertible Note prior to August 23, 2022 then, commencing August 23, 2022, we will have the right to prepay, in whole or in part
(exercisable by us at any time or from time to time prior to the Maturity Date), up to the full remaining principal amount of the Convertible
Note with no penalty; however, if we exercise such prepayment right, the Noteholder will have the option to convert up to thirty-three
and one-third percent (331/3%) of the amount that we elect to prepay at the Conversion Price. If we prepay any amounts of the
Convertible Note prior to August 23, 2022 then, commencing November 23, 2022, we will not have the right to prepay any amounts of the
Convertible Note between August 23, 2022 to November 23, 2022 and, commencing November 23, 2022, we will have the right to prepay, in
whole or in part (exercisable us at any time or from time to time prior to the Maturity Date) up to the full remaining principal amount
of the Convertible Note with no penalty; however, if we exercise such prepayment right, the Noteholder will have the option to convert
up to thirty-three and one-third percent (331/3%) of the amount that we elect to prepay at the Conversion Price. The Convertible
Note is secured by a first priority lien on our assets and properties.
Subject
to certain exceptions, we will be required to direct proceeds from any subsequent debt financings (including subordinated debt, convertible
debt or mandatorily redeemable preferred stock but other than purchase money debt or capital lease obligations or other indebtedness incurred
in the ordinary course of business) to repay the Convertible Note, unless waived by the Noteholder in advance.
Beginning
on November 23, 2022, the Convertible Note will amortize in twenty-four monthly installments equal to the quotient of (i) the then-outstanding
principal amount of the Convertible Note, divided by (ii) the number of months remaining until the Maturity Date. All amortization payments
will be payable, at our sole option, in cash, shares of Common Stock or a combination of both. In addition, commencing on the last business
day of the first month following November 23, 2022, we will pay, on a monthly basis, all interest that has accrued and remains unpaid
on the then-outstanding principal amount of the Convertible Note. Any portion of an amortization payment or interest payment that is
paid in shares of Common Stock will be priced at 90% of the average of the five lowest daily volume weighted average prices of the Common
Stock during the 20 trading days prior to the date of issuance of the shares. If, after the first amortization payment, we elect to make
any amortization payments in cash, we must pay a 5% premium on each cash payment.
Anti-Takeover Effects of Nevada Law and Provisions
of our Amended and Restated Articles of Incorporation, as amended, and Amended and Restated Bylaws, as amended
Certain provisions of Nevada
law and our Amended and Restated Articles of Incorporation, as amended, and Amended and Restated Bylaws, as amended, could make the following
more difficult:
-
acquisition of us by means of a tender offer;
-
acquisition of us by means of a proxy contest or otherwise; or
-
removal of our incumbent officers and directors.
These provisions, summarized
below, could have the effect of discouraging certain types of coercive takeover practices and inadequate takeover bids. These provisions
may also encourage persons seeking to acquire control of us to first negotiate with our board of directors.
Classified
Board. Our Amended and Restated Articles of Incorporation, as amended, provide that our board of directors is to be divided into
three classes, as nearly equal in number as possible, with directors in each class serving three-year terms. This provision may have
the effect of delaying or discouraging an acquisition of us or a change in our management.
Filling Vacancies. Our Amended and Restated
Articles of Incorporation, as amended, provide that newly created directorships resulting from any increase in the authorized number of
directors or any vacancies in the our board of directors resulting from death, resignation, retirement, disqualification, removal from
office or other cause shall, unless otherwise provided by law or resolution of our board of directors, be filled only by a majority of
the directors then in office, though less than a quorum. The directors so chosen shall hold office for a term expiring at the annual meeting
of stockholders at which the term of office of the class to which they have been chosen expires.
Removal. The Nevada Revised Statutes (“NRS”)
provide that any director may be removed from our board of directors by the vote or written consent of stockholders representing not less
than two-thirds of the voting power of the issued and outstanding shares entitled to vote, and this standard is also reflected in our
Amended and Restated Articles of Incorporation, as amended, and our Amended and Restated Bylaws, as amended.
Requirements for Advance Notification of Stockholder
Nominations and Proposals. Our Amended and Restated Bylaws, as amended, establish advance notice procedures with respect to stockholder
proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board
of directors.
Special Meetings of the Stockholders. Our
Amended and Restated Bylaws, as amended, provide that special meetings of the stockholders may be called by our chair of our board of
directors or our President, or by our board of directors acting pursuant to a resolution adopted by the total number of authorized directors,
whether or not there exist any vacancies in previously authorized directorships.
No Cumulative Voting. Our Amended and Restated
Articles of Incorporation, as amended, and Amended and Restated Bylaws, as amended, do not provide for cumulative voting in the election
of directors.
Undesignated Preferred
Stock. The authorization of undesignated preferred stock in our Amended and Restated Articles of Incorporation, as amended, makes
it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success
of any attempt to change control of our company. These and other provisions may have the effect of deferring hostile takeovers or
delaying changes in control or management of our company.
Amendment of Charter
Provisions. The amendment of any of the above provisions set forth in our Amended and Restated Articles of Incorporation, as amended,
except for the provision making it possible for our board of directors to issue undesignated preferred stock, would require approval by
a stockholder vote by the holders of at least 66-2/3% of the voting power of all the then-outstanding shares of our capital stock of entitled
to vote generally in the election of directors.
In addition, the
NRS contains provisions governing the acquisition of a controlling interest in certain Nevada corporations. Nevada’s “acquisition
of controlling interest” statutes (NRS 78.378 through 78.3793, inclusive) contain provisions governing the acquisition of a controlling
interest in certain Nevada corporations. These “control share” laws provide generally that any person that acquires a “controlling
interest” in certain Nevada corporations may be denied voting rights, unless a majority of the disinterested stockholders of the
corporation elects to restore such voting rights. These laws will apply to us as of a particular date if we were to have 200 or more
stockholders of record (at least 100 of whom have addresses in Nevada appearing on our stock ledger at all times during the 90 days immediately
preceding that date) and do business in the State of Nevada directly or through an affiliated corporation, unless our articles of incorporation
or bylaws in effect on the tenth day after the acquisition of a controlling interest provide otherwise. These laws provide that a person
acquires a “controlling interest” whenever a person acquires shares of a subject corporation that, but for the application
of these provisions of the NRS, would enable that person to exercise (1) one-fifth or more, but less than one-third, (2) one-third or
more, but less than a majority or (3) a majority or more, of all of the voting power of the corporation in the election of directors.
Once an acquirer crosses one of these thresholds, shares which it acquired in the transaction taking it over the threshold and within
the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become “control
shares” to which the voting restrictions described above apply. These laws may have a chilling effect on certain transactions if
our Amended and Restated Articles of Incorporation, as amended, or Amended and Restated Bylaws, as amended, are not amended to provide
that these provisions do not apply to us or to an acquisition of a controlling interest, or if our disinterested stockholders do not
confer voting rights in the control shares.
Nevada’s “combinations
with interested stockholders” statutes (NRS 78.411 through 78.444, inclusive) provide that specified types of business “combinations”
between certain Nevada corporations and any person deemed to be an “interested stockholder” of the corporation are prohibited
for two years after such person first becomes an “interested stockholder” unless the corporation’s board of directors
approves the combination (or the transaction by which such person becomes an “interested stockholder”) in advance, or unless
the combination is approved by the board of directors and sixty percent of the corporation’s voting power not beneficially owned
by the interested stockholder, its affiliates and associates. Furthermore, in the absence of prior approval certain restrictions may apply
even after such two-year period. For purposes of these statutes, an “interested stockholder” is any person who is (1) the
beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of the corporation, or (2)
an affiliate or associate of the corporation and at any time within the two previous years was the beneficial owner, directly or indirectly,
of 10% or more of the voting power of the then-outstanding shares of the corporation. The definition of the term “combination”
is sufficiently broad to cover most significant transactions between a corporation and an “interested stockholder”. These
laws generally apply to Nevada corporations with 200 or more stockholders of record. However, a Nevada corporation may elect in its articles
of incorporation not to be governed by these particular laws, but if such election is not made in the corporation’s original articles
of incorporation, the amendment (1) must be approved by the affirmative vote of the holders of stock representing a majority of the outstanding
voting power of the corporation not beneficially owned by interested stockholders or their affiliates and associates, and (2) is not effective
until 18 months after the vote approving the amendment and does not apply to any combination with a person who first became an interested
stockholder on or before the effective date of the amendment. We have not made such an election in our original articles of incorporation
or in our Amended and Restated Articles of Incorporation, as amended, and we have not amended our Amended and Restated Articles of Incorporation
to so elect.
Further, NRS 78.139 also
provides that directors may resist a change or potential change in control of the corporation if the board of directors determines that
the change or potential change is opposed to or not in the best interest of the corporation upon consideration of any relevant facts,
circumstances, contingencies or constituencies pursuant to NRS 78.138(4).
Transfer Agent and Registrar
The
transfer agent and registrar for our common stock is EQ Shareowner Services. The transfer agent and registrar’s address is 1110
Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
Listing
Our
Common Stock is listed on the Nasdaq Capital Market under
the symbol “SEEL”.
LEGAL MATTERS
Unless otherwise indicated
in the applicable prospectus supplement, the validity of the Common Stock offered by this prospectus, and any supplement thereto, will
be passed upon for us by Brownstein Hyatt Farber Schreck, LLP, Las Vegas, Nevada.
EXPERTS
The consolidated
financial statements of Seelos Therapeutics, Inc. as of December 31, 2020 and 2019, and for each of the years in the two-year period ended
December 31, 2020, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting
firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering
the December 31, 2020 consolidated financial statements contains an explanatory paragraph that states that Seelos Therapeutics, Inc.’s
recurring losses from operations and net capital deficiency raises substantial doubt about the entity’s ability to continue as a
going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.
WHERE YOU CAN FIND MORE INFORMATION
We are a reporting company
and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC a registration
statement on Form S-3 under the Securities Act with respect to the shares of Common Stock being
offered under this prospectus. This prospectus does not contain all of the information set forth in the registration statement and the
exhibits to the registration statement. For further information with respect to us and the shares
of Common Stock being offered under this prospectus, we refer you to the registration statement and the exhibits and schedules
filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements
and other information. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC, including Seelos Therapeutics, Inc. The SEC’s Internet site can be
found at www.sec.gov. Additional information with respect to us can be found on our website
at www.seelostherapeutics.com. Any information contained on, or that can be accessed through,
our website is not incorporated by reference into, nor is it in any way part of this prospectus and should not be relied upon in connection
with making any decision with respect to an investment in our securities.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers, and persons controlling us pursuant to the
provisions described in Item 15 of the registration statement of which this prospectus forms a part or otherwise, we have been advised
that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our directors,
officers, or controlling persons in the successful defense of any action, suit, or proceeding) is asserted by our directors, officers,
or controlling persons in connection with the Common Stock being registered, we will, unless in the opinion of our counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by
us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of the issue.
IMPORTANT
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to
“incorporate by reference” information into this prospectus, which means that we can disclose important information to you
by referring you to another document filed separately with the SEC. The documents incorporated by reference into this prospectus contain
important information that you should read about us.
The following documents
are incorporated by reference into this prospectus:
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(a)
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 11, 2021;
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(b)
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our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on April 30, 2021;
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(c)
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our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the SEC on August 6, 2021;
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(d)
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our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the SEC on November 5, 2021;
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(e)
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our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 12, 2021;
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(f)
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our Current Reports on Form 8-K filed with the SEC on January 12, 2021, January 26, 2021, January 28, 2021, February 18, 2021, May 21, 2021 (filed at 8:28 p.m. Eastern Time on May 20, 2021), May 21, 2021 (filed at 4:29 p.m. Eastern Time on May 21, 2021), May 24, 2021, June 17, 2021, September 2, 2021, November 24, 2021 (filed at 7:27 a.m. Eastern Time) and November 24, 2021 (filed at 8:20 a.m. Eastern Time); and
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(g)
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the description of our common stock set forth in our Registration Statement on Form 8-A (File No. 000-22245), filed with the SEC on April 10, 2000, including any amendments or reports filed for the purpose of updating such description.
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We also incorporate by reference
any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that
are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, including those made after the date of the initial filing of the registration statement of which this
prospectus forms a part and prior to effectiveness of such registration statement, until we file a post-effective amendment that indicates
the termination of the offering of the shares of Common Stock made by this prospectus and
such future filings will become a part of this prospectus from the respective dates that such documents are filed with the SEC. Any statement
contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof or of the related prospectus supplement to the extent that a statement contained herein or in any other subsequently
filed document which is also incorporated or deemed to be incorporated herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
Documents incorporated
by reference are available from us, without charge. You may obtain documents incorporated by reference in this prospectus by requesting
them in writing or by telephone at the following address:
Seelos Therapeutics, Inc.
300 Park Avenue, 2nd Floor
New York, NY 10022
(646) 293-2100
SEELOS THERAPEUTICS, INC.
3,212,832 SHARES OF COMMON STOCK
PROSPECTUS
__________ __, 2021
Neither we nor the Selling Stockholder have authorized
any dealer, salesperson or other person to give any information or to make any representations not contained in this prospectus or any
prospectus supplement. You must not rely on any unauthorized information. This prospectus is not an offer to sell these securities in
any jurisdiction where an offer or sale is not permitted. The information in this prospectus is current as of the date of this prospectus.
You should not assume that this prospectus is accurate as of any other date.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets
forth all expenses payable by the Registrant in connection with the sale of the common stock being registered. The security holders will
not bear any portion of such expenses. All the amounts shown are estimates except for the registration fee.
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SEC registration fee
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$
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518
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Legal fees and expenses
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75,000
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Accounting fees and expenses
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10,000
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Printing, transfer agent fees and miscellaneous expenses
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5,000
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Total
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$
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90,518
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Item 15. Indemnification of Directors and Officers
The
Registrant’s officers and directors are indemnified under Nevada law, the Registrant’s Amended and Restated Articles of Incorporation,
as amended, and its Amended and Restated Bylaws, as amended, against certain liabilities. The Registrant’s Amended and Restated
Articles of Incorporation, as amended, require the Registrant to indemnify its directors and officers to the fullest extent permitted
by the laws of the State of Nevada in effect from time to time.
Pursuant
to its Amended and Restated Articles of Incorporation, as amended, none of the Registrant’s directors or officers shall be personally
liable to the Registrant or its stockholders for damages for breach of fiduciary duty as a director or officer, except for (1) acts or
omissions which involve intentional misconduct, fraud or a knowing violation of law, or (2) the payment of dividends in violation of the
applicable statutes of Nevada. Further, the Registrant’s Amended and Restated Articles of Incorporation, as amended, provide that
if Nevada law is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers,
the liability of a director or officer of the Registrant shall be eliminated or limited to the fullest extent permitted by Nevada law,
as so amended from time to time. However, Nevada Revised Statutes 78.138 currently provides that, except as otherwise provided in the
Nevada Revised Statutes, a director or officer shall not be individually liable to the Registrant or its stockholders or creditors for
any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that (i) the
presumption established by Nevada Revised Statutes 78.138(3) has been rebutted, (ii) the director’s or officer’s acts or omissions
constituted a breach of his or her fiduciary duties as a director or officer, and (iii) such breach involved intentional misconduct, fraud
or a knowing violation of the law.
Pursuant
to the Registrant’s Amended and Restated Articles of Incorporation, as amended, it shall indemnify and hold harmless any person
who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he or she is or was or has agreed to become a director or
officer of the Registrant or is serving at the Registrant’s request as a director or officer of another entity or enterprise or
by reason of actions alleged to have been taken or omitted in such capacity or in any other capacity while serving as a director or officer,
to the fullest extent permitted by applicable law, against all loss, liability and expenses, including attorneys’ fees, costs, damages,
judgments, fines, amounts paid in settlement, and ERISA excise taxes or penalties, actually and reasonably incurred by or on behalf of
such person in connection with such action, suit or proceeding, including any appeal. This right to indemnification shall continue for
any person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, next of kin, executors, administrators
and legal representatives.
The
Registrant’s Amended and Restated Articles of Incorporation, as amended, also provide that it shall pay the expenses of directors
and officers incurred as a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, as they are incurred and in advance of the final disposition of the action, suit or proceeding, but, if applicable law
so requires, only upon receipt by the Registrant of an undertaking from the director or officer to repay the advanced amounts in the event
it is ultimately determined by a final decision, order or decree of a court of competent jurisdiction that the director or officer is
not entitled to be indemnified for such expenses.
The
Registrant’s Amended and Restated Bylaws, as amended, provide that the Registrant shall indemnify and hold harmless, to the fullest
extent permitted by the laws of the State of Nevada, each director or officer of the Registrant who was or is a party to, or is threatened
to be made a party to, or is otherwise involved in, any threatened, pending, or completed action, suit or proceeding (whether civil, criminal,
administrative or investigative, and including, without limitation, an action, suit or proceeding by or in the right of the Registrant),
by reason of the fact that he or she is or was a director or officer of the Registrant or is or was serving in any capacity at the request
of the Registrant as a director, officer, employee, agent, partner, member, manager or fiduciary of, or in any other capacity for, another
corporation or any partnership, joint venture, limited liability company, trust or other enterprise. Such indemnification shall be against
all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, taxes, penalties and amounts
paid or to be paid in settlement) reasonably
incurred or suffered by such director or officer in connection with any such action, suit
or proceeding; provided that such director or officer either is not liable pursuant to Nevada Revised Statutes 78.138 or acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Registrant, and with respect
to any such action, suit or proceeding that is criminal in nature, had no reasonable cause to believe that his or her conduct was unlawful.
No such indemnification shall be made to or on behalf of any such director or officer if a final adjudication establishes that his or
her acts or omissions involved intentional misconduct, fraud or a knowing violation of law and was material to the cause of action, or
for any expenses of such director or officer incurred in his or her capacity as a stockholder. The Amended and Restated Bylaws, as amended,
also require that the expenses of such directors and officers must be paid by the Registrant (or through insurance maintained, or other
financial arrangements made, by the Registrant) as such expenses are incurred and in advance of the final disposition of such action,
suit or proceeding, upon receipt of an undertaking by or on behalf of such director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Registrant. Any indemnification
of directors and officers under the Amended and Restated Bylaws, as amended, shall inure to the benefit of their respective heirs, executors
and administrators.
Section
78.7502 of the Nevada Revised Statutes permits a corporation to indemnify, pursuant to that statutory provision, a present or former director,
officer, employee or agent of the corporation, or of another entity or enterprise for which such person is or was serving in such capacity
at the request of the corporation, who was or is a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, except an action by or in the right of the corporation, against expenses, including attorneys’ fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred in connection therewith, arising by reason of such person’s
service in such capacity if such person (i) is not liable pursuant to Section 78.138 of the Nevada Revised Statutes, or (ii) acted in
good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with
respect to a criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the case of actions
brought by or in the right of the corporation, however, no indemnification pursuant to Section 78.7502 of the Nevada Revised Statutes
may be made for any claim, issue or matter as to which such person has been adjudged by a court of competent jurisdiction, after exhaustion
of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the
extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that
in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court
deems proper.
Any
discretionary indemnification pursuant to Section 78.7502 of the Nevada Revised Statutes, unless ordered by a court or advanced to a director
or officer by the corporation in accordance with the Nevada Revised Statutes, may be made by a corporation only as authorized in each
specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. Such
determination must be made (1) by the stockholders, (2) by the board of directors by majority vote of a quorum consisting of directors
who were not parties to the action, suit or proceeding, (3) if a majority vote of a quorum consisting of directors who were not parties
to the action, suit or proceeding so orders, by independent legal counsel in a written opinion, or (4) if a quorum consisting of directors
who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
Section
78.751 of the Nevada Revised Statutes further provides that indemnification pursuant to Section 78.7502 of the Nevada Revised Statutes
does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under our Amended
and Restated Articles of Incorporation, as amended, or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
for either an action in the person’s official capacity or an action in another capacity while holding office, except that indemnification,
unless ordered by a court pursuant to Section 78.7502 of the Nevada Revised Statutes or for the advancement of expenses, may not be made
to or on behalf of any director or officer finally adjudged by a court of competent jurisdiction, after exhaustion of any appeals, to
be liable for intentional misconduct, fraud or a knowing violation of law, and such misconduct, fraud or violation was material to the
cause of action.
The
Registrant maintains a general liability insurance policy that covers certain liabilities of directors and officers of the Registrant
arising out of claims based on acts or omissions in their capacities as directors or officers.
See
also the undertakings set out in response to Item 17 herein.
Item 16. Exhibits
EXHIBITS
NO.
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DESCRIPTION
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2.1*
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Agreement and Plan of Merger, dated July 30, 2018, by and among the Company, Arch Merger Sub, Inc. and Seelos Therapeutics, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2018).
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2.2
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Amendment No. 1 Agreement and Plan of Merger, dated October 16, 2018, by and among the Company, Arch Merger Sub, Inc. and Seelos Therapeutics, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 17, 2018).
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2.3
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Amendment No. 2 Agreement and Plan of Merger, dated December 14, 2018, by and among the Company, Arch Merger Sub, Inc. and Seelos Therapeutics, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2018).
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2.4
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Amendment No. 3 Agreement and Plan of Merger, dated January 16, 2019, by and among the Company, Arch Merger Sub, Inc. and Seelos Therapeutics, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2019).
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2.5*
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Asset Purchase Agreement, dated February 15, 2019, by and between the Company and Bioblast Pharma Ltd. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 19, 2019).
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3.1
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Amended and Restated Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 2.1 to the Company’s Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on March 14, 1997).
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3.2
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Certificate of Amendment to Articles of Incorporation of the Company, dated June 22, 2000 (incorporated herein by reference to Exhibit 3.2 to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 31, 2003).
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3.3
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Certificate of Amendment to Articles of Incorporation of the Company, dated June 14, 2005 (incorporated herein by reference to Exhibit 3.4 to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 16, 2006).
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3.4
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Certificate of Amendment to Amended and Restated Articles of Incorporation of the Company, dated March 3, 2010 (incorporated herein by reference to Exhibit 3.6 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2010).
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3.5
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Certificate of Correction to Certificate of Amendment to Amended and Restated Articles of Incorporation of the Company, dated March 3, 2010 (incorporated herein by reference to Exhibit 3.7 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2010).
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3.6
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Certificate of Designation for Series D Junior-Participating Cumulative Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-A12GK filed with the Securities and Exchange Commission on March 24, 2011).
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3.7
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Certificate of Change filed with the Nevada Secretary of State (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 17, 2010).
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3.8
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Certificate of Amendment to Amended and Restated Articles of Incorporation of the Company, dated September 10, 2010 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2010).
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3.9
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Certificate of Withdrawal of Series D Junior Participating Cumulative Preferred Stock, dated May 15, 2013 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2013).
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3.10
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Certificate of Change filed with the Nevada Secretary of State (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 25, 2016).
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3.11
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Certificate of Amendment filed with the Nevada Secretary of State (incorporated herein by reference to Exhibit 3.10 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2017).
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3.12
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Certificate of Amendment filed with the Nevada Secretary of State (incorporated herein by reference to Exhibit 3.12 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2018).
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3.13
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Certificate of Amendment related to the Share Increase Amendment, filed January 23, 2019 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 24, 2019 at 8:05 Eastern Time).
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3.14
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Certificate of Amendment related to the Name Change, filed January 23, 2019 (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 24, 2019 at 8:05 Eastern Time).
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3.15
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Amended and Restated Bylaws, dated January 24, 2019 (incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 24, 2019 at 8:05 Eastern Time).
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3.16
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Certificate of Correction to Certificate of Amended and Restated Articles of Incorporation of the Company, dated March 25, 2020 (incorporated herein by reference to Exhibit 3.16 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2020).
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3.17
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Certificate of Amendment to the Amended and Restated Articles of Incorporation of the Company, filed May 18, 2020 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2020).
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3.18
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Certificate of Correction to Certificate of Amended and Restated Articles of Incorporation of the Company, filed May 20, 2020 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2020).
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3.19
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Certificate of Amendment to the Amended and Restated Articles of Incorporation of Seelos Therapeutics, Inc., filed May 21, 2021 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2021).
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4.1
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Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2011).
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4.2
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Form of Warrant issued to the lenders under the Loan and Security Agreement, dated as of October 17, 2014, by and among the Company, NexMed (U.S.A.), Inc., NexMed Holdings, Inc. and Apricus Pharmaceuticals USA, Inc., as borrowers, Oxford Finance LLC, as collateral agent, and the lenders party thereto from time to time including Oxford Finance LLC and Silicon Valley Bank (incorporated herein by reference to Exhibit 4.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 20, 2014).
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4.3
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Form of Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2015).
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4.4
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Form of Warrant issued to Sarissa Capital Domestic Fund LP and Sarissa Capital Offshore Master Fund LP (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2016).
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4.5
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Form of Warrant issued to other purchasers (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2016).
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4.6
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Form of Warrant Amendment (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2016).
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4.7
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Form of Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 28, 2016).
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4.8
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Form of Warrant (incorporated herein by reference to Exhibit 4.9 of Amendment No. 1 to Company’s Registration Statement on Form S-1 (File No. 333-217036) filed with the Securities and Exchange Commission on April 17, 2017).
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4.9
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Form of Warrant Amendment (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 21, 2017).
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4.10
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Amendment to Warrant to Purchase Common Stock (incorporated herein by reference to Exhibit 4.12 of Amendment No. 1 to the Company’s Registration Statement on Form S-3 (File No. 333-223353) filed with the Securities and Exchange Commission on March 22, 2018).
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4.11
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Amendment to Warrant to Purchase Common Stock, dated as of March 27, 2018 (incorporated herein by reference to Exhibit 4.1 to the Company’s 8-K filed with the Securities and Exchange Commission on March 29, 2018).
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4.12
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Form of Warrant (incorporated herein by reference to Exhibit 4.2 to the Company’s 8-K filed with the Securities and Exchange Commission on March 29, 2018).
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4.13
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Form of Placement Agent Warrant (incorporated herein by reference to Exhibit 4.3 to the Company’s 8-K filed with the Securities and Exchange Commission on March 29, 2018).
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4.14
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Amendment to Warrant to Purchase Common Stock, dated as of June 22, 2018, by and between the Company and Sarissa Offshore (incorporated herein by reference to Exhibit 4.1 to the Company’s 8-K filed with the Securities and Exchange Commission on June 22, 2018).
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4.15
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Form of Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 21, 2018).
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4.16
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Form of Wainwright Warrant (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 21, 2018).
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4.17
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Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 21, 2018).
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4.18
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Form of Investor Warrants (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 17, 2018).
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4.19
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Registration Rights Agreement, dated October 16, 2018, by and among the Company and certain investors named therein (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 17, 2018).
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4.20
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Form of Series A Warrant, issued to investors on January 31, 2019 (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2019).
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4.21
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Form of Warrant, issued to investors on August 27, 2019 (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27, 2019).
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4.22
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Form of Warrant, issued to investors on September 9, 2020 (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 9, 2020).
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4.23+
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Form of Convertible Promissory Note due November 23, 2024 (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission at 7:27 a.m. Eastern Time on November 24, 2021).
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4.24+
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Securities Purchase Agreement, dated November 23, 2021, by and between the Company and Lind Global Asset Management V, LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission at 7:27 a.m. Eastern Time on November 24, 2021).
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4.25+
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Security Agreement, dated November 23, 2021, by and between the Company and Lind Global Asset Management V, LLC (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission at 7:27 a.m. Eastern Time on November 24, 2021).
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4.26+†
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License Agreement, dated November 24, 2021, by and between the Company and iX Biopharma Europe Limited (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission at 8:20 a.m. Eastern Time on November 24, 2021).
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4.27+
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Common Stock Purchase Agreement, dated November 24, 2021, by and between the Company and iX Biopharma Europe Limited (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission at 8:20 a.m. Eastern Time on November 24, 2021).
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5.1**
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Opinion of Brownstein Hyatt Farber Schreck, LLP.
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23.1**
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Consent of KPMG, LLP, independent registered public accounting firm.
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23.2**
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Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1).
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24.1**
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Power of Attorney is contained on the signature page.
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* All schedules and exhibits to the agreement have been
omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities
and Exchange Commission upon request.
+ Non-material schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes
to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC.
† Certain identified information has been omitted pursuant to Item 601(b)(10) of Regulation S-K because such information is
both (i) not material to investors and (ii) information that the Registrant treats as private or confidential. The Registrant hereby undertakes
to furnish supplemental copies of the unredacted exhibit upon request by the SEC.
** Filed herewith.
Item 17. Undertakings
The undersigned Registrant
hereby undertakes:
(1) To file, during any
period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus
required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table
in the effective registration statement.
(iii) To include any material
information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to
such information in the registration statement;
Provided, however, that:
Paragraphs (1)(i), (1)(ii)
and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose
of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose
of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus
filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
(ii) Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a)
of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date.
(5) If the registrant
is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other
than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part
of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement
made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(6) That, for purposes
of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(7)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on December 13, 2021.
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SEELOS THERAPEUTICS, INC.
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By:
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/s/ Raj Mehra, Ph.D.
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Raj Mehra, Ph.D.
President, Chief Executive Officer and Chairman of the Board
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POWER OF ATTORNEY
Know
All Persons By These Presents, that each person whose signature appears below constitutes
and appoints Raj Mehra, Ph.D. and Michael Golembiewski, and each or any one of them, his
or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his or her substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates
indicated.
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Signature
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Title
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Date
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/s/ Raj Mehra, Ph.D.
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President, Chief Executive Officer and Chairman of the Board
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December 13, 2021
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Raj Mehra, Ph.D.
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(Principal Executive Officer)
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/s/ Michael Golembiewski
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Chief Financial Officer
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December 13, 2021
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Michael Golembiewski
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(Principal Financial and Accounting Officer)
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/s/ Margaret Dalesandro, Ph.D.
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Director
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December 13, 2021
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Margaret Dalesandro, Ph.D.
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/s/ Brian Lian, Ph.D.
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Director
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December 13, 2021
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Brian Lian, Ph.D.
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/s/ Daniel J. O’Connor, J.D.
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Director
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December 13, 2021
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Daniel J. O’Connor, J.D.
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/s/ Richard W. Pascoe
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Director
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December 13, 2021
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Richard W. Pascoe
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