Class III Directors Nominatedweighted average price of the Common Stock during the 20 trading days prior to the delivery by Lind Global of a notice of conversion; (D) all payments of accrued interest and monthly payments of the outstanding principal amount payable by us for Electionthe months of May, June, July, August and September 2023 (collectively, the “May Through September Payments”) were to be paid by us to Lind Global in a combination of cash and shares of Common Stock (with such combination determined at our option), and the number of shares to be issued calculated as previously provided in the Convertible Note (determined by dividing the principal amount plus interest (if any) being paid in shares by 90% of the average of the five lowest daily volume weighted average price of Common Stock during the 20 trading days prior to each respective payment date); provided that no less than $600,000 of the monthly principal payments for the months of May, June, July, August and September 2023 was to be paid in cash, with the remainder paid in shares of Common Stock. As consideration for entering into Amendment No. 3, on May 19, 2023, we issued to Lind Global 33,333 shares (1,000,000 shares prior to the Reverse Stock Split) of restricted Common Stock.
The following individualsOn September 13, 2023, pursuant to an Irrevocable Waiver, Lind Global agreed to unilaterally, unconditionally, irrevocably and permanently waive its right to assert that any Event of Default (as defined in the Convertible Note) would be deemed to occur pursuant to the Convertible Note or that we breached the Convertible Note if we failed 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 our failure to satisfy the Minimum Cash Condition during the Waiver Period.
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:
Richard W. PascoeConvertible Note) has been a director since March 2013. He is a member of our Audit Committee and our Compensation Committee. Mr. Pascoe has served as the Chief Executive Officer of Zevra Therapeutics, Inc., a specialty pharmaceutical company, since January 2023,occurred as a memberresult of its board of directors since January 2014 and as its Executive Chairman from November 2021any event, occurrence, fact, condition or change that occurred on or prior to January 2023. He served asSeptember 30, 2023; (F) we shall use our reasonable best efforts to seek, at a member of the board of directors, the Chairman and Chief Executive Officer of Histogen Inc., a public regenerative medicine company, from January 2019 until November 2021. He previously served as our Chief Executive Officer from March 2013 to January 2019, our Secretary from February 2015 to January 2019, and our Principal Financial Officer and Principal Accounting Officer from December 2016 to January 2019. He joined the Company following the merger of Somaxon Pharmaceuticals, Inc. with Pernix Therapeutics Holdings, Inc. Mr. Pascoe was the Chief Executive Officer of Somaxon from August 2008 until joining the Company and was responsible for the FDA approval of Somaxon’s lead drug Silenor®. Prior to Somaxon, Mr. Pascoe was with ARIAD Pharmaceuticals, Inc., a specialty pharmaceutical company where he was most recently Senior Vice President and Chief Operating Officer. Prior to joining ARIAD in 2005, Mr. Pascoe held a series of senior management roles at King Pharmaceuticals, Inc. (acquired by Pfizer Inc.), including Senior Vice President positions in both marketing and sales, as well as Vice President positions in both international sales and marketing and hospital sales. Prior to King, Mr. Pascoe was in the commercial groups at Medco Research, Inc. (acquired by King), COR Therapeutics, Inc. (acquired by Millennium Pharmaceuticals Inc., the Takeda Oncology Company), B. Braun Interventional and The BOC Group. Mr. Pascoe is a member of the board of directors of KemPharm, Inc., as well as a member of the company’s audit and compensation committees and its lead independent director. He serves as a member of the board of directors of the Johnny Mac Soldiers Fund, a charity for military veterans. Mr. Pascoe is a past member and chairman of the board of directors of BIOCOM. Mr. Pascoe served as a Commissioned Officer with the U.S. Army 24th Infantry Division and continues to serve as a Civilian Aid to the Secretary of the Army. He is a graduate of the United States Military Academy at West Point where he received a B.S. degree in Leadership. The Board believes Mr. Pascoe is qualified to serve as a director based on the depth and diversity of his experience in senior management of public pharmaceutical companies.
Margaret Dalesandro, Ph.D. has served as a member of the Board since September 2021. She is the Chair of our Corporate Governance/Nominating Committee and a member of our Audit Committee. She has served as a pharmaceutical development consultant with Brecon Pharma Consulting LLC since December 2012. Since August 2020, Dr. Dalesandro has served as an independent director on the board of directors of Skye Bioscience, Inc. (previously Emerald Bioscience, Inc.). Dr. Dalesandro served on the board of directors of OncoSec Medical Incorporated from March 2019 (and as the Chair of the board of directors since April 2020) until December 2021. She previously served as a Business Director of Integrative Pharmacology at Corning, Incorporated, as a Vice President of Project, Portfolio and Alliance Management at ImClone Systems Inc., as an Executive Director of Project and Portfolio Management at GlaxoSmithKline, and as a Senior Consultant at Cambridge Pharma Consultancy over the course of her career. Dr. Dalesandro earned her Ph.D. in Biochemistry from Bryn Mawr College and completed a NIH Post-Doctoral Fellowship in Molecular Immunology at the Wake Forest University School of Medicine. The Board believes Dr. Dalesandro is qualified to serve as a director based on the depth and diversity of her experience in senior management of pharmaceutical companies and the healthcare industry.
Class II Directors Continuing in Office until 2024
The following directors will continue in office until the 2024special or annual meeting of the stockholders or until their earlier resignation or removal in accordanceto be scheduled to be held no later than January 16, 2024, stockholder approval as contemplated by Nasdaq Listing Rule 5635(d) with our Bylaws:
Raj Mehra, Ph.D. has been our President, Chief Executive Officer and Chairmanrespect to the approval of the Boardissuance of Directors since January 2019. He also servedshares of Common Stock in excess of the limitation on the number of shares issuable under the Convertible Note as our Interim Chief Financial Officer from January 2019 until September 2021. Dr. Mehra servedset forth in the Convertible Note and the 2021 Lind Securities Purchase Agreement; and (G) subject to certain exceptions, as a director at Larkspur Health Acquisition Corporation (Nasdaq: LSPR), a special purpose acquisition company, from July 2021 until December 2022. Priorlong as the Convertible Note remains outstanding, Lind Global will have the right to founding Seelos, Dr. Mehra spent nine years at Auriga USA, LLC as a Managing Director focused on privateparticipate in any equity or debt financing by us in an amount equal to the lesser of 50% of the securities to be offered and public equity investments$5,000,000 of the securities to be offered in global healthcare companies. Priorsuch financing. The Amendment provided that the number of shares issuable pursuant to Auriga, Dr. Mehrathe Subsequent Conversion Right was the sector head for healthcare equity investments at Bennett Lawrence Management, LLC in New York. He also founded and managed a long-short equity hedge fund at Weiss, Peck & Greer LLC. Dr. Mehra started his career as an investment professional at Cowen Asset Management, LLC. Dr. Mehra holds M.S., M.Phil., Ph.D., JD and MBA degrees from Columbia University in