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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 13, 2023

 

Seelos Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   000-22245   87-0449967
(State or Other Jurisdiction of
Incorporation)
  (Commission File Number)   (I.R.S. Employer Identification No.)

 

300 Park Avenue, 2nd Floor, New York, NY   10022
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (646) 293-2100

 

Not Applicable
(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities Registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.001 par value SEEL The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

   

 

 

Item 8.01. Other Events.

 

As previously disclosed, Seelos Therapeutics, Inc. (the “Company”) issued that certain Convertible Promissory Note No. 1 to Lind Global Asset Management V, LLC (“Lind”) on November 23, 2021, as amended on December 10, 2021, February 8, 2023 and May 19, 2023 (as so amended, the “Note”). The Note contains restrictive covenants and event of default provisions, including a covenant requiring the Company to maintain an aggregate minimum balance equal to 50% of the then outstanding principal amount under the Note or more in cash and cash equivalents commencing on September 15, 2023 (the “Minimum Cash Condition”).

 

On September 13, 2023, pursuant to an Irrevocable Waiver (the “Waiver”), Lind agreed to unilaterally, unconditionally, irrevocably and permanently waive its right to assert that any Event of Default (as defined in the Note) shall be deemed to occur pursuant to the Note or that the Company has breached the Note if the Company fails to satisfy the Minimum Cash Condition at any time on or after September 15, 2023 and through and including September 30, 2023 (the “Waiver Period”), in each case solely in connection with the Company’s failure to satisfy the Minimum Cash Condition during the Waiver Period.

 

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the copy of the Waiver filed herewith as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Number 

 

Description 

   
99.1   Irrevocable Waiver, dated September 13, 2023.  
104   Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

  

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  Seelos Therapeutics, Inc.
   
Date: September 14, 2023 By: /s/ Raj Mehra, Ph.D.
    Name: Raj Mehra, Ph.D.
    Title: Chief Executive Officer and President

 

 

 

 

Exhibit 99.1

 

IRREVOCABLE WAIVER

 

Reference is hereby made to that certain Convertible Promissory Note No. 1, issued by Seelos Therapeutics, Inc., a Nevada corporation (the “Company”), on November 23, 2021, as amended on December 10, 2021, February 8, 2023 and May 19, 2023 (as so amended, the “Note”), in the initial principal amount of $22,000,000 and due November 23, 2024, to Lind Global Asset Management V, LLC, a Delaware limited liability company (together with its successors and representatives, the “Holder”). Capitalized terms used but not defined in this irrevocable waiver (this “Waiver”) shall have the meanings set forth in the Note.

 

RECITALS

 

Whereas, Section 2.1(r) of the Note provides that an Event of Default shall be deemed to occur if, at any time on or after September 15, 2023, the Company shall fail to maintain an aggregate minimum balance equal to 50% of the then Outstanding Principal Amount or more in cash or cash equivalents with one or more financial institutions; and

 

Whereas, the Holder has agreed to waive the right to assert that any Event of Default shall be deemed to occur pursuant to Section 2.1(r) of the Note or that the Company has breached Section 2.1(r) of the Note if the Company fails to maintain an aggregate minimum balance equal to 50% of the then Outstanding Principal Amount at any time prior to and including September 30, 2023.

 

Now, Therefore, in consideration of the foregoing and in order to facilitate the foregoing, the Holder hereby agrees as follows:

 

1.                 Waiver. If, at any time on or after September 15, 2023 and through and including September 30, 2023 (the “Waiver Period”), the Company fails to maintain an aggregate minimum balance equal to 50% of the then Outstanding Principal Amount or more in cash or cash equivalents with one or more financial institutions, the Holder hereby unilaterally, unconditionally, irrevocably and permanently waives the right to assert that an Event of Default has occurred pursuant to Section 2.1(r) of the Note or that the Company has breached Section 2.1(r) of the Note, solely in connection with the Company’s failure to maintain such balances during the Waiver Period. The Holder expressly retains the right to assert any Event of Default with respect to Section 2.1(r) of the Note if the Company fails to maintain the required aggregate minimum balance following the Waiver Period.

 

2.                 Effectiveness. This Waiver is effective as of the date hereof. Except as expressly set forth herein, this Waiver shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the parties under the Note. This Waiver shall not constitute an alteration, amendment, modification or termination of any of the terms, conditions, obligations, covenants or agreements contained in the Note.

 

3.                 Governing Law. This Waiver shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws or choice of laws.

 

[Signature Page Follows]

 

 

 

 

THIS IRREVOCABLE WAIVER is hereby executed on this 13th day of September, 2023.

 

  LIND GLOBAL ASSET MANAGEMENT V, LLC
   
  By: /s/ Jeff Easton
    Name: Jeff Easton
    Title: Managing Member

 

 

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