UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 27, 2024
Seelos Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | | 000-22245 | | 87-0449967 |
(State or Other Jurisdiction of
Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification
No.) |
| 300 Park Avenue, 2nd Floor, New York, NY | | 10022 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (646) 293-2100
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.001 par value | SEEL | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
Effective March 27, 2024, Seelos Therapeutics, Inc. (the “Company”) and Lind Global Asset Management V, LLC (together with its successors and representatives, the “Holder”) entered into an Amendment No. 5 to Convertible Promissory Note (the “Amendment”), which amended that certain Convertible Promissory Note No. 1 in the initial principal amount of $22,000,000, issued by the Company to the Holder on November 23, 2021, as amended on December 10, 2021, February 8, 2023, May 19, 2023 and September 30, 2023 (as so amended, the “Note”).
Pursuant to the Amendment, the Company and the Holder agreed, among other things, that: (A) effective as of March 27, 2024, the outstanding principal amount of the Note was increased by $1,492,844 (the “March 2024 Principal Increase Amount”) to $13,435,599; (B) the Company shall not be required to maintain any minimum balance of cash or cash equivalents with one or more financial institutions prior to April 29, 2024, and that it shall thereafter be required to maintain an aggregate minimum balance equal to 50% of the then outstanding principal amount under the Note or more in cash or cash equivalents with one or more financial institutions; (C) the Company will not issue any shares in connection with the repayment or conversion of any portion of the March 2024 Principal Increase Amount unless the Company obtains stockholder approval as contemplated by Nasdaq Listing Rule 5635(d) (the “New Requisite Stockholder Approval”) and if the Company is not able to issue shares upon repayment or conversion of any portion of the March 2024 Principal Increase Amount, then any portion of the March 2024 Principal Increase Amount that cannot be converted shall remain outstanding until repaid in cash; (D) the Holder will, through April 29, 2024, forebear from exercising any right to assert or claim that a Material Adverse Effect (as defined in the Note) has occurred as a result of any event, occurrence, fact, condition or change that occurred on or prior to September 30, 2023; and (E) the Company shall use its reasonable best efforts to seek, at a special or annual meeting of the stockholders of the Company to be scheduled to be held no later than July 31, 2024, the New Requisite Stockholder Approval.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the copy of the Amendment filed herewith as Exhibit 4.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Seelos Therapeutics, Inc. |
| | |
| Date: March 28, 2024 | By: | /s/ Michael Golembiewski |
| | | Name: Michael Golembiewski |
| | | Title: Chief Financial Officer |
