As filed with the Securities and Exchange Commission on November 20, 2020
March 6, 2024
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Nevada (State or other jurisdiction of incorporation or organization) | | | 2834 (Primary Standard Industrial Classification Code Number) | | | 87-0449967 (I.R.S. Employer Identification Number) | |
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| Large accelerated filer ☐ |
| | Accelerated filer ☐ |
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Non-accelerated filer ☒ |
| | Smaller reporting company ☒ |
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| Emerging growth company ☐ |
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CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered |
| Amount to be |
|
| Proposed Maximum |
|
| Proposed Maximum |
|
| Amount of |
Shares of common stock, $0.001 par value per share, issuable upon exercise of warrants |
| 6,648,750(3) |
|
| $0.80 |
|
| $5,319,000.00 |
|
| $580.30 |
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The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
March 6, 2024
6,648,750
$1.04.
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We caution you
We have based the forward-looking statementsheading “Risk Factors” contained in this prospectus, and under similar headings in theother documents, incorporated by reference in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcomes of the events described in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and experience to differ from those projected, including but not limited to, the risk factors described herein and the risk factors set forth in Part I - Item 1A, "Risk Factors", in our Annual Report on Form 10-K for the fiscal year ended December 31 2019, as filed, 2023 and in our other filings with the SEC, that are incorporated by reference in this prospectus. You should carefully read this prospectus together with the information incorporated by reference in this prospectus as described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” completely and with the understanding that our actual future results may be materially different from what we expect.
The forward-looking statements contained in this prospectus and in the documents incorporated by reference in this prospectus relate only to events as of the date on which the statements are made. 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. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, other strategic transactions or investments we may make.
2
This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information you should consider before investing in our Common Stock and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information included elsewhere in this prospectus.entirety. Before you decide whether to purchase shares of our Common Stock, you should read this entire prospectus carefully, including the risks of investing in our securities discussed under the section of this prospectus entitled "Risk Factors"“Risk Factors” and 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 is a part.
Product | | Indication | | | Development Phase | | | Development Status | | ||
| |||||||||||
SLS-002 Intranasal Racemic Ketamine | | | Acute Suicidal Ideation and Behavior | ||||||||
Major Depressive Disorder | | | Phase II | | | Completed open-label patient enrollment and announced the initial topline data from Part 1 of the proof-of-concept (“PoC”) study on May 17, 2021; enrollment of Part 2 of a Phase II study closed in June 2023; topline data for Part 2 announced on September 20, 2023 | | ||||
| |||||||||||
SLS-005 | |||||||||||
IV Trehalose | | | Amyotrophic Lateral Sclerosis | | | Phase II/III | | | Completed enrollment of final participants in February 2023 in the registrational study; data readout expected in the first quarter of 2024 | | |
| | | | Spinocerebellar Ataxia (“SCA”) | | | Phase IIb/III | | Announced dosing of the first participant in the registrational study in October 2022; enrollment of additional patients temporarily paused on March 29, 2023 | | |
| | | | Huntington’s Disease (“HD”) and Alzheimer’s Disease (“AD”) | | | Phase II | | | Obtaining biomarker activity | |
| Product | | | Indication | | | Development Phase | | | Development Status | |
SLS-004 | | Parkinson’s Disease | | Pre-IND | | | Preclinical in vivo studies currently analyzing data while temporarily pausing additional spend | | |||
| Gene Therapy | | | | | | | | | | |
| SLS-007 | | | PD | | | Pre-IND | | | Preclinical study completed and analysis of the results ongoing; next steps for development of this program will be decided in concert with SLS-004 results and readouts, as both target the same pathway upstream; temporarily pausing additional spend | |
Peptide Inhibitor | | | | | | | | ||||
SLS-009 | | | HD, AD, ALS | | |||||||
| Pre-IND | | | Preclinical in vivo studies ongoing | |||||||
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3
SLS-002 is intranasal racemic ketamine with two investigational new drug applications ("INDs"(“INDs”) for. 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 addressesis being developed to address an unmet need for an efficacious drug to treat suicidality in the U.S.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.
The clinical development program for SLS-002 includes two parallel healthy volunteer studies (Phase I), expected to be rapidly followed by pivotal registration studies after meeting with the FDA. We believe there is a large opportunity in the U.S.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 more than 500,000approximately 1.48 million visits to emergency rooms for suicidal ideation or suicide attempts in 20132017 in the U.S.United States alone. Experimental studies suggest ketamine has the potential to be a rapid, effective treatment for refractory depression and suicidality.
175 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. On May 17, 2021, we announced positive topline data from Part 1 of the PoC study, the open-label cohort, of our study of SLS-002 (intranasal racemic ketamine), demonstrating a significant treatment effect and a well-tolerated safety profile for ASIB in patients with MDD. This study enrolled 17 subjects diagnosed with MDD requiring psychiatric hospitalization due to significant risk of suicide with a baseline score of ≥ 28 points on the Montgomery-Åsberg Depression Rating Scale (“MADRS”), a score of 5 or 6 on MADRS Item-10, a score of ≥ 15 points on the Sheehan-Suicidality Tracking Scale (S-STS) and a history of previous suicide attempt(s), as confirmed on the Columbia Suicide Severity Rating Scale (C-SSRS) with a history of at least one actual attempt, or if the attempt was interrupted or aborted, is judged to have been serious in intent. SLS-002 demonstrated a 76.5% response rate (response meaning 50% reduction from baseline) in the primary endpoint on MADRS 24 hours after first dose, with a mean reduction in total score from 39.4 to 14.5 points.
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Sanfilippo syndromeSyndrome from the FDA. RPDD is an incentive program created under the Federal Food, Drug, and Cosmetic Act created to encourage the development of new therapies for the prevention and treatment of certain rare pediatric diseases. At present,On May 27, 2021, we are initiatingannounced that we were granted ODD for SLS-005 in ALS from the startup activitiesEMA. In December 2020, we announced the selection of SLS-005 for clinicalthe Healey ALS platform trial led by Harvard Medical School, Massachusetts. The Healey ALS
Australia for the treatment of patients with ALS, SCA, and Huntington’s disease (“HD”). In October 2022, we also announced the dosing of the first participant in the registrational Phase II/III study for the treatment of SCA. In March 2023, we announced that in order to focus the majority of our resources on the Phase II study of SLS-002 (intranasal racemic ketamine) for ASIB in adults with MDD and the fully enrolled Phase II/III study of SLS-005 in ALS, we have temporarily paused additional enrollment of patients in the SLS-005-302 study in SCA. Patients already enrolled will continue in the study and data will continue to be collected in order to make decisions for resuming enrollment in the future. This temporary pause has been implemented as a business decision due to financial considerations, and is not based on any data related to safety or therapeutic effects.
PD.
SLS-002:
SLS-005 will be studied in a clinical trial which is a combinedfully enrolled Phase IIb/III, multicenter study designed to assess safety, tolerability and efficacy of IV Trehalose in Sanfilippo syndrome A and B patients. Outcome measures include functional outcomes, biomarkers, neuro-cognitive assessments and quality of life measurements. Additionally, we intend to conduct a second study that will include Sanfilippo syndrome C and D patients as well as Sanfilippo syndrome A and B patients who do not meet the criteria of inclusion for the Phase IIb/II/III study into a separate expanded patient access study. At present, Seelos is collecting natural history data for Sanfilippoof SLS-005 in ALS, we have temporarily paused additional enrollment of patients A and B. We are also undergoing startup activities for clinicalin the SLS-005-302 study in ALS.
SCA. Patients already enrolled will continue in the study and data will continue to be collected in order to make decisions for resuming enrollment in the future. This temporary pause has been implemented as a business decision due to financial considerations, and is not based on any data related to safety or therapeutic effects.
SLS-006 On July 7, 2021, we announced positive in vivo data demonstrating down-regulation of SNCA mRNA and protein expression under this study. In December 2022, we announced in vivo data demonstrating that a single dose of SLS-004 was successful in reversing some of the key hallmarks of PD in a humanized mouse model. These findings observed in an in vivo humanized PD model validate and extend prior findings from in vitro data using SLS-004. SLS-004 demonstrated therapeutically desirable change in SNCA expression that led to reversing the key hallmarks of PD in the model towards normal physiological levels, indicating disease modifying effect of single dose administration of SLS-004, a CRISPR/dCas-9 based gene therapy for PD. We have halted any further investment in this program until additional funding 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 evaluating studies to advance the product candidate into late stage trials.
received.
5
SLS-008 is an orally available antagonist for Chemoattractant Receptor-homologous molecules expressed on TH2 cells ("CRTh2"), targeted at chronic inflammation in asthma and a pediatric orphan indication. We have a "family" of compounds under our SLS-008 program. We intend to file an IND after completion of IND-enabling studies, which are currently in progress, in an undisclosed pediatricbecome a leading biopharmaceutical company focused on neurological and psychiatric disorders, including orphan indication where there is a high unmet need for an effective oral therapy.
Additionally, we are developing several preclinical programs, most of which have well-defined mechanisms of action, including:
Recent Developments
Coronavirus (COVID-19)
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PPP Loan
On May 4, 2020, we qualified for and received a loanWe also agreed, pursuant to the Paycheck Protection Program,Securities Purchase Agreement, to file a program implementedregistration statement on Form S-1 by February 2, 2024 to provide for the U.S. Small Business Administration under the CARES Act, from a qualified lender, for an aggregate principal amount of approximately $147,000 (the "PPP Loan"). The PPP Loan bears interest at a fixed rate of 1.0% per annum, with the first six months of interest deferred, has a term of two years and is unsecured and guaranteed by the U.S. Small Business Administration. The principal amountresale of the PPP Loan is subject to forgiveness underShares. We are filing the Paycheck Protection Program upon our requestregistration statement of which this prospectus forms a part as required pursuant to the extent thatforegoing provision in the PPP Loan proceeds are used to pay expenses permitted by the Paycheck Protection Program, including payroll costs, covered rent and mortgage obligations and covered utility payments incurred by us. We intend to apply for forgivenessSecurities Purchase Agreement.
January 30, 2024.
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footnotes below, we believe that: (1) none of the Selling Stockholders are broker-dealers or affiliates of broker-dealers, (2) no Selling Stockholder has direct or indirect agreements or understandings with any person to distribute their Shares, and (3) the Selling Stockholders have sole voting and investment power with respect to all Shares beneficially owned, subject to applicable community property laws. To the extent any Selling Stockholder identified below is, or is affiliated with, a broker-dealer, it could be deemed, individually but not severally, to be an "underwriter"“underwriter” within the meaning of the Securities Act. Information about the Selling Stockholders may change over time. Any changed information will be set forth in supplements to this prospectus, if required.
Maximum | ||||||||||||
Number of | ||||||||||||
Shares of | ||||||||||||
Common Stock | ||||||||||||
Shares Beneficially | to be Offered for | Shares Beneficially | ||||||||||
Owned Prior to the | Resale Pursuant | Owned After the | ||||||||||
Offering of Shares | to this | Offering of Shares | ||||||||||
for Resale(1) | Prospectus | for Resale(1)(2) | ||||||||||
Name | Number | Percentage | Number | Number | Percentage | |||||||
Armistice Capital Master Fund Ltd. | 204,239 | (3)(4) | * | 956,250 | (4)(5) | 204,239 | * | |||||
Empery Asset Master Ltd | 335,979 | (6)(7) | * | 474,669 | (7)(8) | 335,979 | * | |||||
Empery Tax Efficient, LP | 55,887 | (9)(10) | * | 137,362 | (10)(11) | 55,887 | * | |||||
Empery Tax Efficient III, LP | - | * | 220,469 | (12) | - | * | ||||||
District 2 Capital Fund LP | - | * | 352,500 | (13) | - | * | ||||||
Bigger Capital Fund, LP | 4,691 | (14)(15) | * | 352,500 | (15)(16) | 4,691 | * | |||||
Lincoln Park Capital Fund, LLC | 325,000 | (17)(18) | * | 705,000 | (18)(19) | 325,000 | * | |||||
Laurence Lytton | 141,000 | * | 660,000 | (20) | 141,000 | * | ||||||
Intracoastal Capital, LLC | 30,357 | (21)(22) | * | 750,000 | (22)(23) | 30,357 | * | |||||
Lind Global Macro Fund, LP | 3,025 | (24) | * | 660,000 | (24)(25) | 3,025 | * | |||||
Alto Opportunity Master Fund, SPC - | ||||||||||||
Segregated Master Portfolio B | 250,000 | (26)(27) | * | 570,000 | (27)(28) | 250,000 | * | |||||
Hudson Bay Master Fund Ltd. | 325,000 | (29)(30) | * | 476,250 | (30)(31) | 325,000 | * | |||||
L1 Capital Global Opportunities Master Fund | - | * | 333,750 | (32) | - | * | ||||||
TOTAL | - | - | 6,648,750 | - | - | |||||||
* Less than 1%. |
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| | | Shares Beneficially Owned Prior to the Offering of Shares for Resale(1) | | | Maximum Number of Shares of Common Stock to be Offered for Resale Pursuant to this Prospectus | | | Shares Beneficially Owned After the Offering of Shares for Resale(1)(2) | | |||||||||||||||||||||
Name | | | Number | | | Percentage | | | Number | | | Number | | | Percentage | | |||||||||||||||
Armistice Capital Master Fund Ltd. | | | | | 1,276,596(3)(4) | | | | | | 9.33% | | | | | | 1,276,596(4)(5) | | | | | | 1,276,596(3) | | | | | | 8.54% | | |
Entities affiliated with The Lind Partners, LLC | | | | | 916,365(6)(7) | | | | | | 9.99% | | | | | | 1,276,596(7)(8) | | | | | | 916,365(9) | | | | | | 6.57% | | |
Sabby Volatility Warrant Master Fund, Ltd. | | | | | 718,514(10)(11) | | | | | | 4.99% | | | | | | 851,064(11)(12) | | | | | | 763,213(13) | | | | | | 4.99% | | |
TOTAL | | | | | — | | | | | | — | | | | | | 3,404,256 | | | | | | — | | | | | | — | | |
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Stockholders 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 Stockholders may also loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares.
16
”
As of November 6, 2020, there were 53,423,672 shares of Common Stock outstanding.
Dividend
Amended and Restated Articles of Incorporation, as amended, and Amended and Restated Bylaws, as amended”.
common stock.
17
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the holders of the Warrants shall have the right to require us or a successor entity to purchase the unexercised portion of each Warrant for the same type or form of consideration that is being offered and paidexercise immediately prior to the holdersoccurrence of our common stock in connection with thesuch Fundamental Transaction, at the Black Scholes valueoption of the unexercised portionholder, the number of each Warrant on the dateshares of Common Stock of the consummationsuccessor or acquiring corporation or of the Company, if it is the surviving corporation or is otherwise the continuing corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which the Warrant is exercisable immediately prior to such Fundamental Transaction.
All of our other outstanding warrants are currently exercisable, except to the extent that certain of them may be subject to a blocker provision, which restricts the exercise of a warrant if, as a result of such exercise, the warrant holder, together with its affiliates and any other person whose beneficial ownershipnumber of shares of Common Stock would be aggregated withoutstanding immediately after giving effect to such exercise (the “Warrant Beneficial Ownership Limitation”); provided, however, that upon 61 days’ prior notice to us, the warrant holder's for purposesSelling Stockholder may increase the Warrant Beneficial Ownership Limitation, but not to above 9.99%.
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:
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vote.
Nevada's "combinations
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corporation. The definition of the term "combination"“combination” is sufficiently broad to cover most significant transactions between a corporation and an "interested stockholder"“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'scorporation’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.
Name | | | Year Initially Elected | | | Age | | | Positions | | | Expiration of Term | | | Class | | ||||||
Daniel J. O’Connor, J.D. | | | | | 2019 | | | | | | 59 | | | | Director | | | 2025 | | | I | |
Raj Mehra, Ph.D. | | | | | 2019 | | | | | | 64 | | | | Chairman, Chief Executive Officer and President | | | 2024 | | | II | |
Brian Lian, Ph.D.(1)(2)(3) | | | | | 2019 | | | | | | 58 | | | | Director | | | 2024 | | | II | |
Richard W. Pascoe(1)(3) | | | | | 2013 | | | | | | 60 | | | | Director | | | 2026 | | | III | |
Margaret Dalesandro, Ph.D.(1)(2) | | | | | 2021 | | | | | | 77 | | | | Director | | | 2026 | | | III | |
Name | | | Age | | | Positions(s) | | |||
Raj Mehra, Ph.D. | | | | | 64 | | | | Chairman, Chief Executive Officer and President | |
Michael Golembiewski | | | | | 52 | | | | Chief Financial Officer | |
Name and Position(s) | | | Year | | | Salary | | | Option Awards(1) | | | Non-Equity Incentive Plan Compensation | | | All Other Compensation(2) | | | Total | | ||||||||||||||||||
Raj Mehra, Ph.D., Chairman, Chief Executive Officer, President | | | | | 2023 | | | | | $ | 586,964 | | | | | $ | 1,126,948 | | | | | | — | | | | | $ | 12,564 | | | | | $ | 1,726,476 | | |
| | | 2022 | | | | | $ | 561,688 | | | | | $ | 1,603,680 | | | | | $ | 280,844 | | | | | $ | 12,200 | | | | | $ | 2,458,412 | | | ||
Michael Golembiewski, Chief Financial Officer | | | | | 2023 | | | | | $ | 375,000 | | | | | $ | 458,467 | | | | | | — | | | | | $ | 13,200 | | | | | $ | 846,667 | | |
| | | 2022 | | | | | $ | 317,125 | | | | | $ | 616,800 | | | | | $ | 126,850 | | | | | $ | 10,852 | | | | | $ | 1,071,627 | | |
| | | | | | Option Awards | | | | | | | | | | | | | | | Stock Awards | | ||||||||||||||||||
Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | Number of Securities Underlying Unexercised Options Non-Exercisable (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Unites of Stock That Have Not Vested ($) | | ||||||||||||||||||
Raj Mehra Ph.D. | | | January 6, 2020(1) | | | | | 23,858 | | | | | | 509 | | | | | $ | 42.60 | | | | | | 1/6/2030 | | | | | | — | | | | | | — | | |
| | | June 11, 2020(2) | | | | | 66,566 | | | | | | 9,510 | | | | | $ | 32.40 | | | | | | 6/11/2030 | | | | | | — | | | | | | — | | |
| | | March 15, 2021(3) | | | | | 26,348 | | | | | | 11,986 | | | | | $ | 129.30 | | | | | | 3/15/2031 | | | | | | — | | | | | | — | | |
| | | January 10, 2022(4) | | | | | 20,765 | | | | | | 22,569 | | | | | $ | 43.80 | | | | | | 1/10/2032 | | | | | | — | | | | | | — | | |
| | | March 30, 2023(6) | | | | | — | | | | | | 56,078 | | | | | $ | 20.76 | | | | | | 3/20/2033 | | | | | | — | | | | | | — | | |
| | | March 30, 2023(7) | | | | | 6,667 | | | | | | — | | | | | $ | 20.76 | | | | | | 3/20/2033 | | | | | | — | | | | | | — | | |
Michael Golembiewski | | | February 26, 2019(5) | | | | | 2,084 | | | | | | — | | | | | $ | 66.00 | | | | | | 2/26/2029 | | | | | | — | | | | | | — | | |
| | | January 6, 2020(1) | | | | | 3,263 | | | | | | 71 | | | | | $ | 42.60 | | | | | | 1/6/2030 | | | | | | — | | | | | | — | | |
| | | June 11, 2020(2) | | | | | 9,107 | | | | | | 1,301 | | | | | $ | 32.40 | | | | | | 6/11/2030 | | | | | | — | | | | | | — | | |
| | | March 15, 2021(3) | | | | | 4,354 | | | | | | 1,980 | | | | | $ | 129.30 | | | | | | 3/15/2031 | | | | | | — | | | | | | — | | |
| | | January 10, 2022(4) | | | | | 7,983 | | | | | | 8,684 | | | | | $ | 43.80 | | | | | | 1/10/2032 | | | | | | — | | | | | | — | | |
| | | March 30, 2023(6) | | | | | — | | | | | | 22,591 | | | | | $ | 20.76 | | | | | | 3/20/2033 | | | | | | — | | | | | | — | | |
| | | March 30, 2023(8) | | | | | 2,935 | | | | | | — | | | | | $ | 20.76 | | | | | | 3/20/2033 | | | | | | — | | | | | | — | | |
Name | | | Cash Compensation(1) | | | Option Grants(2) | | | Total | | |||||||||
Richard W. Pascoe | | | | $ | 53,500 | | | | | $ | 34,220 | | | | | $ | 87,720 | | |
Brian Lian, Ph.D. | | | | $ | 71,000 | | | | | $ | 34,220 | | | | | $ | 105,220 | | |
Daniel J. O’Connor, J.D. | | | | $ | 40,000 | | | | | $ | 34,220 | | | | | $ | 74,220 | | |
Margaret Dalesandro, Ph.D. | | | | $ | 55,500 | | | | | $ | 34,220 | | | | | $ | 89,720 | | |
Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted-average exercise price of outstanding options, warrants and rights (b)(1) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(2) | | |||||||||
Equity compensation plans approved by security holders | | | | | 499,338(3) | | | | | $ | 48.30 | | | | | | 174,888(4) | | |
Equity compensation plans not approved by security holders(5) | | | | | 12,091 | | | | | $ | 41.18 | | | | | | 132,526 | | |
Total | | | | | 511,429 | | | | | $ | 48.13 | | | | | | 307,414 | | |
Name and Address of Beneficial Owner | | | Number of Shares Beneficially Owned | | | Percentage of Class (%)(1) | | ||||||
Directors and Named Executive Officers(2) | | | | | | | | | | | | | |
Raj Mehra, Ph.D.(3) | | | | | 432,780 | | | | | | 3.11% | | |
Michael Golembiewski(4) | | | | | 124,679 | | | | | | * | | |
Daniel J. O’Connor, J.D., Director(5) | | | | | 6,186 | | | | | | * | | |
Brian Lian, Ph.D., Director(6) | | | | | 5,652 | | | | | | * | | |
Richard W. Pascoe, Director(7) | | | | | 5,390 | | | | | | * | | |
Margaret Dalesandro, Ph.D., Director(8) | | | | | 5,622 | | | | | | * | | |
All current executive officers and directors as a group (six persons)(9) | | | | | 580,309 | | | | | | 4.15% | | |
Five Percent Holders | | | | | | | | | | | | | |
Armistice Capital Master Fund Ltd.(10) | | | | | 1,276,596 | | | | | | 9.93% | | |
Entities affiliated with The Lind Partners, LLC(11) | | | | | 916,365 | | | | | | 9.99% | | |
22
23
24
6,648,750
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Item | Amount | ||
SEC registration fee | $ | 580.30 | |
Legal fees and expenses | 50,000 | ||
Accounting fees and expenses | 20,000 | ||
Printing, transfer agent fees and miscellaneous expenses | 10,000 | ||
Total | $ | 80,580.30 |
Item | | | Amount | | |||
SEC registration fee | | | | $ | 512.52 | | |
Legal fees and expenses | | | | | 25,000 | | |
Accounting fees and expenses | | | | | 20,000 | | |
Printing, transfer agent fees and miscellaneous expenses | | | | | 10,000 | | |
Total | | | | $ | 55,512.52 | | |
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person's 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.
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mature on December 11, 2022.
Appropriate legends were affixed to the securities issued in the transaction. Each of the recipients of the securities had adequate access, through employment, business or other relationships, to information about the Registrant.
All purchasers of the securities in the above transaction exempt from registrationRegistrant entered into a consulting agreement with an advisory firm, pursuant to Section 4(a)(2) ofwhich the Securities Act representedadvisory firm agreed to provide the Registrant that they were accredited investorswith certain management consulting, business and were acquiringadvisory services. As partial consideration for the shares for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof and that they could bear the risks of the investment and could hold the securities for an indefinite period of time. The purchasers received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration statement or an available exemption from the registration requirements of the Securities Act.
The securities are deemed restricted securities for purposes of the Securities Act. There were no underwriters employed in connection with the above transaction.
(2) On April 2, 2018,services, the Registrant completed a public offering of 236,667 units, at a purchase price of $15.00 per share, with each unit consisting of one share ofissued the Registrant's common stock and one warrant to purchase 0.5advisory firm 3,334 unregistered shares of the Registrant's common stock. In connection with the transaction, the Registrant also issued to the placement agent, warrants to purchase up to 11,833 shares of the Registrant's common stock (the "April 2018 Placement Agent Warrants"). The April 2018 Placement Agent Warrants have an exercise price of $18.75 per share,
were exercisableCommon Stock on May 17, 2018 and expire five years from the initial exercise date. H.C. Wainwright & Co. acted as the Registrant's placement agent for the offering.
August 30, 2022.
The warrants are deemed restricted securities for purposes of the Securities Act. There were no underwriters employed in connection with the above transaction.
(3) On September 24, 2018, the Registrant completed a private placement (the "September 2018 Private Placement") of 153,333 shares of the Registrant's common stock at a purchase price of $8.10 per share, warrants to purchase up to 115,000 shares of the Registrant's common stock (the "September 2018 Warrants") and warrants to purchase up to 89,239 shares of the Registrant's common stock (the "Additional September 2018 Warrants") with an accredited investor. The September 2018 Warrants have an exercise price of $9.00 per share, were exercisable six months from the date of issuance and will expire five years from the initial exercise date. The Additional September 2018 Warrants have an exercise price of $12.00 per share, were exercisable six months from the date of issuance and will expire five years from the initial exercise date. The net proceeds from the September 2018 Private Placement were approximately $1.1 million. In addition, outstanding warrants to purchase up to 89,239 shares of the Registrant's common stock previously issued to and held by the purchaser in the September 2018 Private Placement were cancelled at the closing of the September 2018 Private Placement. In connection with the transaction, the Registrant also issued to the placement agent, warrants to purchase up to 7,667 shares of the Registrant's common stock (the "September 2018 Placement Agent Warrants"). The September 2018 Placement Agent Warrants have an exercise price of $10.125 per share, were exercisable six months from the date of issuance and will expire five years from the initial exercise date. H.C. Wainwright & Co. acted as the Registrant's placement agent for the offering.
The issuance of the securitiesCommon Stock was not registered under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated by the SEC, and in reliance on similar exemptions under applicable state laws.
Appropriate legends were affixed to the securities issued in the transaction. Eachshares of the recipients of the securitiesCommon Stock. The advisory firm had adequate access, through employment, business or other relationships, to information about the Registrant.
All purchasers ofCompany. In connection with the securities inforegoing issuance, the above transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Actadvisory firm represented to the Registrantus that they wereit was an accredited investorsinvestor and werewas acquiring the shares of Common Stock for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof and that theyit could bear the risks of the investmentinvestments and could hold the securities for an indefinite period of time. The purchasersIn connection with the foregoing issuance, the advisory firm received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration statement or an available exemption from the registration requirements of the Securities Act.
The securitiesshares are deemed restricted securities for purposes of the Securities Act. There were no underwriters employed in connection with this transaction.
(4) On January 31, 2019,Registrant entered into a consulting agreement with an advisory firm, pursuant to which the advisory firm agreed to provide the Registrant with certain management consulting, business and advisory services. As partial consideration for the services, the Registrant issued warrants to purchase an aggregate of 1,463,519 shares of the Registrant's common stock to certain investors pursuant to a securities purchase agreement dated as of October 16, 2018, by and among the Registrant, the Delaware corporation that was previously known as "Seelos Therapeutics, Inc." and the buyers listed on the signature pages attached thereto, as amended. The warrants were comprised of Series A Warrants to Purchase Common Stock (the "Series A Warrants"), which were initially exercisable for an aggregate of 1,463,519 shares of the Registrant's common stock, and Series B Warrants to Purchase Common Stock (the "Series B Warrants"), which were initially not exercisable for anyadvisory firm 3,334 unregistered shares of Common Stock. The Series A Warrants have an exercise price of $4.15 per share, were immediately exercisable upon issuance and will expire five years from the date of issuance. The Series B Warrants have an exercise price of $0.001 per share, were immediately exercisable upon issuance and would initially expireStock on the 45th trading day following the earlier to occur of (x) the
date the holder of a Series B Warrant can sell all the underlying shares of common stock of the Registrant pursuant to Rule 144 without restriction or limitation and without the requirement to be in compliance with Rule 144(c)(1) and (y) January 24, 2020. On March 7, 2019, the Series A Warrants and Series B Warrants were amended, pursuant to which, among other things, (i) the aggregate number of shares of common stock of the Registrant issued and issuable pursuant to the Series B Warrants was fixed at 11,614,483, and (ii) the aggregate number of shares of common stock of the Registrant issued and issuable pursuant to the Series A Warrants was fixed at 3,629,023. Roth Capital Partners, LLC acted as the Registrant's exclusive placement agent for the offering.
June 1, 2022.
In connection with the foregoing issuance, the advisory firm represented to the Registrant that it was an accredited investor and was acquiring the shares of Common Stock for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof and that it could bear the risks of the investments and could hold the securities for an indefinite period of time. In connection with the foregoing issuance, the advisory firm received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration statement or an available exemption from the registration requirements of the Securities Act. The shares of Common Stock are
(5) On August 27, 2019, the Registrant issued warrants to purchase up to 2,237,500 shares of the Registrant's common stock in a concurrent private placement to certain institutional investors. Pursuant to a securities purchase agreement, dated as of August 23, 2019, by and among the Registrant and certain institutional investors (the "2019 Securities Purchase Agreement"), the Registrant also issued and sold an aggregate of 4,475,000 shares of common stock in a registered direct offering, where the shares were offered by the Registrant pursuant to its shelf registration statement on Form S-3 filed with the SEC on November 2, 2017 as amended. Pursuant to the 2019 Securities Purchase Agreement, the combined purchase price for one share and one warrant to purchase half of a share of common stock in the registered offering and concurrent private placement was $1.50. The Registrant received total gross proceeds of approximately $6.7 million, before deducting the placement agents' fees of approximately $0.5 million. The warrants have an exercise price of $1.78 per share of common stock, will be exercisable six months from the date of issuance and will expire four years following the date of issuance. Roth Capital Partners, LLC acted as the Registrant's placement agent for the offering.
The issuance of the warrants was not registered under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated by the SEC.
Appropriate legends were affixed to the warrants issued in the transaction. Each of the recipients of the warrants had adequate access, through employment, business or other relationships, to information about the Registrant.
All purchasers of the warrants in the above transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act represented to the Registrant that they were accredited investors and were acquiring the shares for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof and that they could bear the risks of the investment and could hold the securities for an indefinite period of time. The purchasers received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration statement or an available exemption from the registration requirements of the Securities Act.
The warrants are deemed restricted securities for purposes of the Securities Act. There were no underwriters employed in connection with the above transaction.
(6) On May 11, 2020, the Registrant issued 300,000 shares of the Registrant's common stock to DC Consulting LLC as consideration for the Registrant's retention of DC Consulting LLC for certain management consulting services, business and advisory services.
The issuance of the securities was not registered under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D promulgated by the SEC, and in reliance on similar exemptions under applicable state laws.
Appropriate legends were affixed to the securities issued in the transaction. The recipient of the securities had adequate access, through employment, business or other relationships, to information about the Registrant.
The purchaser of the securities in the above transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act represented to the Registrant that it was an accredited investor and was acquiring the shares for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof and that it could bear the risks of the investment and could hold the securities for an indefinite period of time. The purchaser received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration statement or an available exemption from the registration requirements of the Securities Act.
The securities are deemed restricted securities for purposes of the Securities Act. There were no underwriters employed in connection with the above transaction.
(7) On June 9, 2020, the Registrant issued 200,000 shares of the Registrant's common stock to DC Consulting LLC as additional consideration for the Registrant's retention of DC Consulting LLC for certain additional management consulting services, business and advisory services.
The issuance of the securities was not registered under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D promulgated by the SEC, and in reliance on similar exemptions under applicable state laws.
Appropriate legends were affixed to the securities issued in the transaction. The recipient of the securities had adequate access, through employment, business or other relationships, to information about the Registrant.
The purchaser of the securities in the above transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act represented to the Registrant that it was an accredited investor and was acquiring the shares for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof and that it could bear the risks of the investment and could hold the securities for an indefinite period of time. The purchaser received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration statement or an available exemption from the registration requirements of the Securities Act.
The securities are deemed restricted securities for purposes of the Securities Act. There were no underwriters employed in connection with the above transaction.
(8) On September 9, 2020, the Registrant issued warrants to purchase up to 6,648,750 shares of the Registrant's common stock in a concurrent private placement to certain institutional investors. Pursuant to a securities purchase agreement, dated as of September 4, 2020, by and among the Registrant and certain institutional investors (the "2020 Securities Purchase Agreement"), the Registrant also issued and sold an aggregate of 8,865,000 shares of common stock in a registered direct offering, where the shares were offered by the Registrant pursuant to its shelf registration statement on Form S-3 filed with the SEC on November 2, 2017 as amended. Pursuant to the 2020 Securities Purchase Agreement, the combined purchase price for one share and one warrant to purchase 0.75 of a share of common stock in the registered offering and concurrent private placement was $0.79. The Registrant received total gross proceeds of approximately $7.0 million, before deducting the placement agents' fees of approximately $0.5 million. The warrants have an exercise price of $0.84 per share of common stock, will be exercisable six months from the date of issuance and will expire five and a half years following the date of issuance. Roth Capital Partners, LLC acted as the Registrant's placement agent for the offering.
The issuance of the warrants was not registered under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated by the SEC.
Appropriate legends were affixed to the warrants issued in the transaction. Each of the recipients of the warrants had adequate access, through employment, business or other relationships, to information about the Registrant.
All purchasers of the warrants in the above transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act represented to the Registrant that they were accredited investors and were acquiring the shares for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof and that they could bear the risks of the investment and could hold the securities for an indefinite period of time. The purchasers received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration statement or an available exemption from the registration requirements of the Securities Act.
The warrants are deemed restricted securities for purposes of the Securities Act. There were no underwriters employed in connection with the above transaction.
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(a) Exhibits
| | Certificate of Amendment related to the Name Change, filed January 23, 2019 (incorporated herein by reference to Exhibit 3.2 to the | | |
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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 | | |||
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4.4 | |
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Form of Investor Warrants (incorporated herein by reference to Exhibit 4.1 to the | | ||
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4.5 | |
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Form of Warrant, issued to investors on September 9, 2020 (incorporated herein by reference to Exhibit 4.1 to the | | ||
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4.6 | |
| Form of |
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| EXHIBITS NO. | | | DESCRIPTION | |
| 4.7 | | | Amendment to Convertible Promissory Note, by and between Seelos Therapeutics, Inc. and Lind Global Asset Management V, LLC, dated December 10, 2021 (incorporated by reference to Exhibit 4.22 to the Company’s Form 10-K filed with the Securities and Exchange Commission on | |
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10.2 | | | Form of Indemnification Agreement for the | |
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10.3† | | | | |
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Amendment to License Agreement, dated as of February 8, 2019, by and among Ligand Pharmaceuticals Incorporated, Neurogen Corporation, CyDex Pharmaceuticals, Inc., and Seelos Corporation (incorporated herein by reference to Exhibit 10.30 to the | | |||
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10.5 | |
| Indemnity Agreement, dated | |
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| March 6, 2024. SEELOS THERAPEUTICS, INC. By: /s/ | |
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Know All Persons By These Presents, that each person whose signature appears below constitutes and appoints Raj Mehra, Ph.D. his or her true
Chief Executive Officer
| Signature |
| | Title | | | Date | |
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/s/ Raj Mehra, Ph.D. Raj Mehra, Ph.D. | | | President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) | | | March 6, 2024 | | |
| /s/ Michael Golembiewski Michael Golembiewski | | | Chief Financial Officer |
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| | | March 6, 2024 | | |||
| * Margaret Dalesandro, Ph.D. | | | Director | | | March 6, 2024 | |
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* Brian Lian, Ph.D. | |
| Director |
| | March 6, 2024 | | |
| * Daniel J. O’Connor, J.D. | | | Director | | | March 6, 2024 | |
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* Richard W. Pascoe | |
| Director |
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| | March 6, 2024 | ||||||
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| * | | | /s/ Raj Mehra, Ph.D. Raj Mehra, Ph.D. Attorney-in-Fact | | | | |