You are cordially invited to attend the AnnualSpecial Meeting of Stockholders (the “AnnualSpecial Meeting”) of Seelos Therapeutics, Inc., a Nevada corporation (the “Company”). The AnnualSpecial Meeting will be held virtually, via live webcast at www.virtualshareholdermeeting.com/SEEL2023SEEL2024SM, on Thursday, May 18, 2023Wednesday, January 10, 2024 at 8:00 a.m., Eastern Time, for the following purposes:

The Record Date for the AnnualSpecial Meeting is March 27,December 1, 2023. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment(s) or postponement(s) thereof. The accompanying Proxy Statement more fully describes the details of the business to be conducted at the AnnualSpecial Meeting. Our proxy materials (which include the Proxy Statement attached to this notice our most recent Annual Report on Form 10-K and form of proxy card) are also available to you via the Internet at www.proxyvote.com.

This Proxy Statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Seelos Therapeutics, Inc. (“we”, “us”, “our”, the “Company” or “Seelos”) for use at the Company’s AnnualSpecial Meeting of Stockholders (the “AnnualSpecial Meeting”) to be held virtually, via live webcast at www.virtualshareholdermeeting.com/SEEL2023SEEL2024SM, on Thursday, May 18, 2023,Wednesday, January 10, 2024, at 8:00 a.m., Eastern time, and any adjournment(s) or postponement(s) thereof. This Proxy Statement is being mailed on or about April 12,December 15, 2023 to the stockholders of record of the Company’s common stock, par value $0.001 per share (the “Common Stock”), as of March 27,December 1, 2023 (the “Record Date”).

Unless indicated otherwise, all references to share numbers and price per share numbers herein give effect to the 1-for-30 reverse stock split that we effected on November 28, 2023 (the “Reverse Stock Split”).

In order to provide expanded access to our stockholders, our Board has determined to hold a live audio webcast in lieu of an in-person meeting. You will be able to attend and participate in the AnnualSpecial Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting www.virtualshareholdermeeting.com/SEEL2023SEEL2024SM on Thursday, May 18, 2023,Wednesday, January 10, 2024, at 8:00 a.m., Eastern time. To be admitted to the AnnualSpecial Meeting at www.virtualshareholdermeeting.com/SEEL2023SEEL2024SM, you must enter the control number included in your proxy materials. There is no physical location for the AnnualSpecial Meeting. We recommend you log in at least 15 minutes before the meeting to ensure you are logged in when the meeting starts. Further instructions on how to attend and participate online are available at www.virtualshareholdermeeting.com/SEEL2023SEEL2024SM. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the log-in page at www.virtualshareholdermeeting.com/SEEL2023SEEL2024SM.

The solicitation of proxies will be conducted by mail and the Company will bear all costs. These costs will include the expense of preparing and mailing proxy materials for the AnnualSpecial Meeting and reimbursements paid to brokerage firms and others for their expenses incurred in forwarding solicitation material regarding the AnnualSpecial Meeting to “Beneficial Holders” (as defined below). The Company has engaged a proxy solicitation firm, Morrow Sodali LLC, 333 Ludlow Street, Fifth Floor, South Tower,470 West Ave, Stamford, CT 06902, and may conduct further solicitation personally, by telephone or by facsimile with the assistances of our officers, directors and regular employees, none of whom will receive additional compensation for assisting with the solicitation. The Company expects that the out-of-pocket costs associated with solicitation of proxies will be approximately $9,500.$12,000. In addition, the Company has agreed to indemnify Morrow Sodali LLC against certain damages, expenses, liabilities or claims relating to its services as the Company’s proxy solicitor.

As of the Record Date, there were 121,811,0979,794,594 shares of Common Stock issued and outstanding. Only holders of record of Common Stock at the close of business on the Record Date are entitled to notice of and to vote at the AnnualSpecial Meeting. Each share of Common Stock outstanding on the Record Date is entitled to one vote on all matters.

Holders of record who hold shares of Common Stock directly on the Record Date must return a proxy by one of the methods described on the proxy card or attend the AnnualSpecial Meeting virtually in order to vote on the proposals. Investors who hold shares of Common Stock indirectly on the Record Date (“Beneficial Holders”)

The Company’s AmendedWe are proposing this proposal in order to comply with Nasdaq Listing Rule 5635(d) and Restated Articlesas required under the terms of Incorporation, as amendedthe Amendment. Under Nasdaq Listing Rule 5635(d), stockholder approval is required prior to the issuance of securities in a transaction, other than a public offering, involving the sale, issuance or potential issuance by a listed company of common stock (or securities convertible into or exercisable for common stock), which equals 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance, at a price less than the lower of: (i) the closing price immediately preceding the signing of the binding agreement, or (ii) the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement for the transaction (the “Articles of Incorporation”), provide that the Board is to be divided into three classes as nearly equal in number as possible, with directors in each class serving staggered three-year terms. The total Board size is currently fixed at five directors. The Class III directors (whose terms expire at the Annual Meeting) are Richard W. Pascoe and Margaret Dalesandro, Ph.D. The Class II directors (whose terms expire at the 2024 annual meeting of stockholders) are Raj Mehra, Ph.D. and Brian Lian, Ph.D. The Class I director (whose term expires at the 2025 annual meeting of stockholders) is Daniel J. O’Connor, J.D. The Class III directors elected at the Annual Meeting will hold office until the 2026 annual meeting of stockholders, and until his or her successor is elected and qualified, unless he or she resigns or his or her seat becomes vacant due to death, removal or otherwise in accordance with the Company’s Amended and Restated Bylaws (the “BylawsExchange Cap”).

As described below,Under the Board has nominated Richard W. PascoeExchange Cap, we cannot issue or sell to Lind Global under the Convertible Note, the 2021 Lind Securities Purchase Agreement and Margaret Dalesandro, Ph.D. for re-election as Class III directors. Eachthe December 2021 Notes (as defined below) more than 19.99% of the nominees has indicated such nominee’s willingnessshares of our Common Stock outstanding immediately prior to serve if elected. Should a nominee become unavailable for election at the Annual Meeting, eitherexecution of the persons namedConvertible Note and 2021 Lind Securities Purchase Agreement (which was 682,601 shares (20,478,005 shares prior to the Reverse Stock Split), based on 3,413,002 shares (102,390,032 shares prior to the enclosed proxyReverse Stock Split) outstanding immediately prior to the execution of the 2021 Lind Securities Purchase Agreement), unless we obtain stockholder approval to issue shares of Common Stock in excess of 682,601 shares (20,478,005 shares prior to the Reverse Stock Split), representing the Exchange Cap.

Effective September 30, 2023, we entered into an Amendment No. 4 to Convertible Promissory Note and Amendment to Letter Agreement (the “Amendment”) with Lind Global, which amended (i) the Convertible Note, and (ii) the Letter Agreement (as defined below). Pursuant to the Amendment, we agreed to seek stockholder approval as contemplated by Nasdaq Listing Rule 5635(d) with respect to the approval of the issuance of shares of Common Stock to Lind Global under the Convertible Note in excess of the Exchange Cap.

On November 23, 2021, we entered into a proxy holder may vote all proxies givenSecurities Purchase Agreement (the “2021 Lind Securities Purchase Agreement”) with Lind Global pursuant to which, among other things, on November 23, 2021 (the “Closing Date”), we issued and sold to Lind Global, in response to this solicitationa private placement transaction, in exchange for the electionpayment by Lind Global of $20.0 million, (i) a substitute nominee chosen by our Board.

Beginning on November 23, 2022, the Convertible Note amortizes 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 shall be payable, at our sole option, in cash, shares of Common Stock or a combination of both. In reviewing potential candidates,addition, commencing on the Corporate Governance/Nominating Committee considerslast business day of the qualifications described belowfirst 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 shall be priced at 90% of the average of the five lowest daily volume weighted average prices of our 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. In conjunction with the 2021 Lind Securities Purchase Agreement and the Convertible Note, on the Closing Date, we and Lind Global entered into a security agreement, which provides Lind Global with a first priority lien on our assets and properties. Through the Record Date, we have issued to Lind Global 17,826 shares of our Common Stock in connection with our entry into the 2021 Lind Securities Purchase Agreement and an aggregate of 426,189 shares of our Common Stock to Lind Global to satisfy interest and principal payments due under the section titled “Board of Directors and Committees and Corporate Governance - Director Nominations and Stockholder Communications.” After reviewing the qualifications of potential Board candidates, the Corporate Governance/Nominating Committee presents its recommendationsConvertible Note.

On May 19, 2023, we entered into Amendment No. 3 to the Board,Convertible Note (“Amendment No. 3”), pursuant to which selectswe and Lind Global agreed, among other things, that: (A) effective as of May 19, 2023, the final director nominee(s). The Corporate Governance/Nominating Committee recommendedoutstanding Principal Amount was increased by $1,250,000 to $17,750,000; (B) we would not be required to maintain any minimum balance of cash or cash equivalents with one or more financial institutions prior to September 15, 2023, and that we would thereafter be required to maintain an aggregate minimum balance equal to 50% of the nominees for director identifiedthen-outstanding principal amount under the Convertible Note or more in this Proxy Statement. We did not pay any feescash or cash equivalents with one or more financial institutions (the “Minimum Cash Condition”); (C) effective as of September 15, 2023, upon an Event of Default (as defined in the Convertible Note), Lind Global shall have the right to any third parties to identify or assist in identifying or evaluating nominees for consideration for electionconvert the then-outstanding principal amount of the Convertible Note into shares of Common Stock at the Annual Meeting.

On September 21, 2023, we entered into a letter agreement with Lind Global related to the Convertible Note (the “Letter Agreement”), pursuant to which we and Lind Global agreed that, in lieu of, and in full satisfaction of, both the monthly payment that would otherwise have been nominateddue under the Convertible Note on September 23, 2023 and the interest payment that would otherwise have been due on September 29, 2023, (i) we would, by our Boardno later than September 29, 2023, pay to Lind Global cash in an aggregate amount equal to $686,564 and (ii) Lind Global would have the right, at any time and from time to time, between September 25, 2023 and November 9, 2023, to convert the remaining amount of the monthly payment that would have otherwise been due on September 24, 2023 in the aggregate amount of up to $400,000 into shares of Common Stock at the lower of (a) the then-current Conversion Price (as defined in the Convertible Note, which was then $180.00 per share) and (b) 85% of the average of the five (5) lowest daily volume-weighted average price during the twenty (20) trading days prior to the delivery by Lind Global of the applicable conversion notice (the “Subsequent Conversion Right”). Pursuant to the Letter Agreement, Lind Global further agreed that (a) the payment date for the monthly payment under the Convertible Note that would otherwise have been due on October 23, 2023, and (b) the interest payment date for the interest payment under the Convertible Note that would otherwise have been due on October 31, 2023, would be November 9, 2023.

On September 30, 2023, we entered into the Amendment with Lind Global, pursuant to which we and Lind Global agreed, among other things, that: (A) effective as of September 30, 2023, the outstanding principal amount of the Convertible Note was increased by $3,631,528 to $16,837,084; (B) commencing October 1, 2023, the Convertible Note will bear interest at an annual rate of 12% per annum; (C) we will not be required to maintain any minimum balance of cash or cash equivalents with one or more financial institutions prior to March 28, 2024, and that we shall thereafter be required to maintain an aggregate minimum balance equal to 50% of the then-outstanding principal amount under the Convertible Note or more in cash or cash equivalents with one or more financial institutions; (D) subject to certain exceptions, if we issue securities for cash consideration, we will be required to utilize 25% of the net cash proceeds to repay the Convertible Note unless Lind Global elects not to be elected as Class III directors atrepaid; (E) Lind Global will, through March 28, 2024, forebear from exercising any right to assert or claim a Material Adverse Effect (as defined in the Annual Meeting:

EachIf our stockholders approve this proposal, Lind Global is expected to have the right to acquire up to 39.6% of Richard W. Pascoe and Margaret Dalesandro, Ph.D. hasour Common Stock (calculated as noted above). However, the Convertible Note includes a provision that prohibits us from issuing shares to Lind Global to the extent that Lind Global’s beneficial ownership of our shares of Common Stock would exceed 4.99% of the outstanding shares of Common Stock (subject to an interestincrease to 9.99% in thiscertain circumstances), such that Lind Global’s beneficial ownership of our Common Stock will not exceed such percentage at any given time.

If our stockholders do not approve this proposal and we are not able to issue shares of our Common Stock to satisfy principal and interest payments under the Convertible Note, we would be require to make such payments in cash and, if we do not have sufficient cash to make such payments, we would default under the terms of the Convertible Note, which would have a material adverse effect on our liquidity, financial condition, operating results, business and prospects. Currently, we may elect, in our sole discretion, to make each such nomineepayment of principal or interest in cash, shares of Common Stock or a combination of both. If this proposal is currently a membernot approved, once we have issued an aggregate of our Board.

Our Board previously determined that (i) the stockholders fail to ratifyissuance of the selection,Convertible Note (and Common Stock upon conversion of the Audit Committee will reconsider whether or not to retain KPMG. Even if the selection is ratified, the Audit CommitteeConvertible Note) was in its discretion may decide to appoint a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be inour best interest and the best interests of the Company and our stockholders. One or more representativesIn making this determination, the Board considered certain factors including, without limitation, (i) our financial position, including our cash resources, operating budgets, and actual and anticipated operating expenses and revenues, (ii) the amount of KPMG willadditional capital anticipated to be presentrequired for our operations in the near term, (iii) the amount of securities to be offered and sold in the transactions and related dilution to existing common stockholders, (iv) prices at which our Common Stock has been trading on Nasdaq, including the Annual Meeting, will have an opportunitymost recent closing price reported, (v) conditions in the capital markets, and uncertainties as to make a statementfuture market and will be availableeconomic conditions, and (vi) the fairness to respondus of the sale of the Convertible Note, and the Common Stock issuable to appropriate questions from our stockholders.

The following is a summaryFinancing Committee of the fees billedBoard of Directors unanimously believed it was in our best interests to enter into the Amendment, which included the obligation to seek stockholder approval of the issuance of shares of Common Stock in excess of 20% of our issued and outstanding Common Stock on the day prior to the Company by KPMG for professional services rendered for the fiscal years ended December 31, 2022 and 2021, respectively:

Assuming that a quorum is present at the AnnualSpecial Meeting, approval of this proposal requires the affirmative vote of the majority of the votes cast (meaning the number of shares voted “for” the proposal must exceed the number of shares voted “against” the proposal). Any; provided, however, that the vote of any shares that are not voted on the proposal for any reason, including abstentions and Broker Non-Votes (if any),of our Common Stock issued to Lind Global will not be counted as votes cast and accordingly willin determining whether or not affect the outcome of the proposal. The approval of Proposal No. 2 is a routine proposal on which a broker or other nominee has discretionary authority to vote, and as such, it is unlikely that any Broker Non-Votes will result from this proposal. If our stockholders do not ratify the selection of KPMG, our Board will consider the selection of KPMG as well as other independent auditors.

Our stockholders are being asked to approve an amendment to our Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”), to increase the number of authorized shares of Common Stock. On March 23,November 30, 2023, the Board approved a proposal to amend the Articles of Incorporation to increase the number of authorized shares of Common Stock from 240,000,00016,000,000 shares to 480,000,000400,000,000 (the “Share Increase”). On November 28, 2023, we effected the Reverse Stock Split under Nevada Revised Statutes (“NRS”) 78.207, which required a corresponding and proportional decrease in the number of authorized shares of Common Stock from 480,000,000 shares to 16,000,000 shares. As of the close of business on the Record Date, there were 121,811,0979,794,594 shares of Common Stock issued and outstanding, and 66,088,6426,176,468 shares of Common Stock were reserved for issuance under long-term equity incentive plans, the employee stock purchase plan, convertible notesthe Convertible Note and warrants to purchase Common Stock. Accordingly, of the total number of shares of Common Stock currently authorized under our Articles of Incorporation, 52,100,26128,938 shares of Common Stock remain available for issuance or may be reserved for issuance.

The proposed amendment (the “Amendment”) to our Articles of Incorporation would amend Paragraph A of Article FIFTH of our Articles of Incorporation to read in its entirety as follows:

“FIFTH: A. The total number of shares of all classes of stock which the Corporation shall have authority to issue is four hundred ninetyand ten million (490,000,000)(410,000,000), consisting of four hundred eighty million (480,000,000)(400,000,000) shares of Common Stock, par value one-tenth of one cent ($0.001) per share (the “Common Stock”), and ten million (10,000,000) shares of preferred stock, par value one-tenth of one cent ($0.001) per share (the “Preferred Stock”).”

TheOur Articles of Incorporation currently authorize the issuance of up to 240,000,00016,000,000 shares of Common Stock and 10,000,000 shares of preferred stock. As of the close of business on the Record Date, there were 121,811,0979,794,594 shares of Common Stock issued and outstanding, and 66,088,6426,176,468 shares of Common Stock were reserved for issuance under long-term equity incentive plans, employee stock purchase plan, convertible notesthe Convertible Note and warrants to purchase Common Stock. Accordingly, of the total number of shares of Common Stock currently authorized under our Articles of Incorporation, 52,100,26128,938 shares of Common Stock remain available for issuance or may be reserved for issuance.

If the Amendment is approved by our stockholders, upon its effectiveness we will have a total of 480,000,000400,000,000 authorized shares of Common Stock, with 121,811,0979,794,594 shares of Common Stock issued and outstanding (as of the Record Date), and 66,088,6426,176,468 shares reserved for issuance under long-term equity incentive plans, the employee stock purchase plan, convertible notesthe Convertible Note and warrants to purchase Common Stock, leaving available 292,100,261384,028,938 shares of Common Stock authorized and unissued and not reserved for any specific purpose.

The Board recommends that stockholders approve this Amendment. Under applicable Nevada law, the affirmative vote of the stockholders holding a majority of the outstanding shares of Common Stock is required for approval of the Amendment. Abstentions from voting on this proposal and Broker Non-Votes, if any, will have the same effect as a vote against this Proposal No. 4.2.

The Board believes it is in the best interests of the Company and our stockholders to increase the number of authorized shares of Common Stock in order to give the Company greater flexibility in considering and planning for future general corporate needs, including, but not limited to, grants under equity compensation plans, forward or reverse stock splits, financings, potential strategic transactions, as well as other general corporate transactions. The Board believes that having available additional authorized shares of Common Stock will enable the Company to take timely advantage of market conditions and favorable financing and acquisition opportunities that become available to the Company by allowing the issuance of such shares without the expense and delay of holding another stockholder meeting.

At this time, the increase in authorized shares of Common Stock is not in any way related to any plans or intentions to enter into a merger, consolidation, acquisition or similar business transaction.

Any newly authorized shares of Common Stock will be identical to the shares of Common Stock now authorized and outstanding. The Amendment will not alter the voting powers or relative rights of the Common Stock. In accordance with the Articles of Incorporation and the Nevada Revised Statutes, any of our authorized but unissued shares of preferred stock are “blank check” preferred stock, which shall have such voting rights, dividend rights, liquidation preferences, conversion rights and perceptive rights as may be designated by the Board pursuant to a certificate of designation.

AdoptionApproval of the Amendment will have no immediate dilutive effect on the proportionate voting power or other rights of the Company’s existing stockholders. The Board has no current plan to issue shares from the additional authorized shares provided by the Amendment. However, any future issuance of additional authorized shares of our Common Stock may, among other things, dilute the earnings per share of Common Stock and the equity and relative voting rights of those holding Common Stock at the time the additional shares are issued. Additionally, this potential dilutive effect may cause a reduction in the market price of our Common Stock.

By increasing the number of authorized but unissued shares of Common Stock, the Share Increase could, under certain circumstances, have an anti-takeover effect, although this is not the intent of the Board. For example, the Share Increase could adversely affect the ability of third parties to take over the Company or effect a change of control of the Company by, for example, permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board or contemplating a tender offer or other transaction for the combination of us with another company that the Board determines is not in the Company’s best interests or in the best interests of our stockholders. The ability of the Board to cause the Company to issue substantial amounts of Common Stock or preferred stock without the need for stockholder approval, except as may be required by law or regulation, upon such terms and conditions as the Board may determine from time to time in the exercise of its business judgment may, among other things, result in practical impediments with respect to changes in control of the Company or have the effect of diluting the stock ownership of holders of Common Stock seeking to obtain control of the Company. The issuance of Common Stock or preferred stock, while providing desirable flexibility in connection with potential financings and other corporate transactions, may have the effect of discouraging, delaying or preventing a change in control of the Company. The Board, however, does not intend or view the Amendment to effect the Share Increase as an anti-takeover measure, nor does the Board contemplate using the Share Increase in this manner at any time in the foreseeable future.

Pursuant to the Nevada Revised Statutes, our stockholders are not entitled to appraisal rights or dissenter’s rights with respect to the Amendment or the Share Increase.

If the Amendment is approved by the stockholders at the Annual Meeting, it will become effective upon the filing of a certificate of amendment to our Articles of Incorporation with the Nevada Secretary of State.

Our directors and executive officers do not have an interest in this Proposal No. 4.2.

Assuming that a quorum is present at the Annual Meeting, this proposal will be approved only if a majority of the total outstanding shares of Common Stock vote “for” this Proposal No. 42 (meaning the number of shares voted “for” the proposal must exceed 50% of the total number of shares of the Common Stock outstanding on the Record Date). Any shares that are not voted on the proposal for any reason, including abstentions and Broker

In this Adjournment Proposal, we are asking our stockholders to authorize us to adjourn the Special Meeting to another time and place, if necessary or advisable, to solicit additional proxies in the event that there are not sufficient votes to approve the Convertible Note Proposal and/or the Authorized Share Increase Proposal, as described in this Proxy Statement. If our stockholders approve this Adjournment Proposal, we could adjourn the Special Meeting and any adjourned session of the Board

If it is necessary or advisable to adjourn the Special Meeting, no formal policy requiring attendance by directors at annual stockholder meetings. Allnotice of the membersadjourned meeting is required to be given to our stockholders, other than an announcement at the Special Meeting of the Board serving at the time of our 2022 annual meeting of stockholders attended our 2022 annual meeting of stockholders.

The following table sets forth information with respect to the beneficial ownership, as of March 27,December 1, 2023, of Common Stock by (a) our Named Executive Officers and current directors individually, (b) our current directors and executive officers as a group and (c) each holder of more than 5% of our outstanding Common Stock. All references to share numbers herein give effect to the 1-for-30 Reverse Stock Split that we effected on November 28, 2023.

Beneficial ownership and percentage ownership are determined in accordance with the Rule 13d-3 of the Exchange Act. Under these rules, shares of Common Stock issuable under stock options or warrants that are exercisable within 60 days of March 27,December 1, 2023 are deemed outstanding for the purpose of computing the percentage ownership of the person holding the options or warrant(s), but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each stockholder named in the following table possesses sole voting and investment power over their shares of Common Stock, except for those jointly owned with that person’s spouse.

Stockholder proposals will be considered for inclusion in the Proxy Statement for the 2024 annual meeting in accordance with Rule 14a-8 under the Exchange Act, if they are received by our Company’s Secretary, on or before December 14, 2023.

Stockholders who intend to present a proposal or director nominee at the 2024 annual meeting of stockholders without inclusion of such proposal in our proxy materials for the 2024 annual meeting are required to provide notice of such proposal within the time periods and in the manner set forth in our Amended and Restated Bylaws (the “Bylaws”) and the Charter of the Corporate Governance/Nominating Committee of the Board, a copy of which is available on our website at www.seelostherapeutics.com/corporate-governance/. A stockholder’s notice to the Company’s Secretary must also set forth the information required by our Bylaws, which Bylaws include the information required by Rule 14a-19 of the Exchange Act. Proposals of business to be conducted at the 2024 annual meeting must be submitted between February 18, 2024 and March 19, 2024, which are 90 and 60 days prior to the first anniversary of the Annual Meeting,2023 annual meeting, provided, however, that in the event that the date of the pending annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, such submission must be delivered not earlier than the 90th day prior to such pending annual meeting and not later than the close of business on the later of the 60th day prior to such pending annual meeting or the 10th day following the day on which a public announcement of the date of such annual meeting is first made. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

In addition, pursuant to Rule 14a-19, notices of a solicitation of proxies in support of director nominees other than our own nominees must be postmarked or electronically submitted no later than March 19, 2024, and each nomination must comply with the SEC regulations under Rule 14a-19, which requires, among other things, that such notice include a statement that such person intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors. If, however, the date of the 2024 annual meeting of stockholders is more than 30 days before or after May 18, 2024, then the Rule 14a-19 deadline shall be the later of 60 calendar days prior to the date of the 2024 annual meeting of stockholders or the 10th calendar day following the day on which we first make a public announcement of the date of our 2024 annual meeting of stockholders. A nomination that does not comply with the requirements set forth in the Articles of Incorporation and the Bylaws will not be considered for presentation at the Annual Meeting.annual meeting. We intend to file a proxy statement and white proxy card with the SEC in connection with our solicitation of proxies for our 2024 annual meeting of stockholders.

Proposals and notices of intention to present proposals at the 2024 annual meeting should be addressed to the Secretary of Seelos Therapeutics, Inc., 300 Park Avenue, 2nd Floor, New York, NY 10022.

In some cases, only one copy of this Proxy Statement or our 2022 Annual Report is being delivered to multiple stockholders sharing an address unless we have received contrary instructions from one or more of the stockholders. We will deliver promptly, upon written or oral request, a separate copy of this Proxy Statement or such Annual Report to a stockholder at a shared address to which a single copy of the document was delivered. Stockholders sharing an address who are receiving multiple copies of proxy statements or annual reports may also request delivery of a single copy. To request separate or multiple delivery of these materials now or in the future, a stockholder may submit a written request to the Secretary of Seelos Therapeutics, Inc., 300 Park Avenue, 2nd Floor, New York, New York 10022 or call (646) 293-2100. Please make your request no later than May 1, 2023 to facilitate timely delivery.