SEEL Seelos Therapeutics Inc

 

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): December 1, 2023

 

Seelos Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

 

Item 8.01. Other Events.

 

On December 1, 2023, Seelos Therapeutics, Inc. (the “Company”) issued a press release announcing the closing of its previously announced underwritten public offering of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), pre-funded warrants to purchase shares of Common Stock (“Pre-Funded Warrants”) and accompanying common stock warrants to purchase shares of Common Stock (“Common Warrants”). In the offering, the Company sold an aggregate of 1,781,934 shares of Common Stock, Pre-Funded Warrants to purchase up to 2,422,612 shares of Common Stock and accompanying Common Warrants to purchase up to 4,204,546 shares of Common Stock. Each share of Common Stock and accompanying Common Warrant to purchase one share of Common Stock were sold at a combined public offering price of $1.32 per share of Common Stock and accompanying Common Warrant and each Pre-Funded Warrants and accompanying Common Warrant to purchase one share of Common Stock were sold at a combined public offering price of $1.319 per Pre-Funded Warrants and accompanying Common Warrant. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Number		Description
99.1		Press Release, dated December 1, 2023.
104		Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the inline XBRL document.

 

 

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: December 1, 2023	By:	/s/ Raj Mehra, Ph.D.
		Name: Raj Mehra, Ph.D.
		Title: Chief Executive Officer and President

 

 

 

Exhibit 99.1

 

 

 

Seelos Therapeutics Announces Closing of Public Offering

 

NEW YORK, Dec. 1, 2023 /PRNewswire/ -- Seelos Therapeutics, Inc. (Nasdaq: SEEL) (“Seelos”), a clinical-stage biopharmaceutical company focused on the development of therapies for central nervous system disorders and rare diseases, announced today the closing of its previously announced underwritten public offering of 1,781,934 shares of its common stock, pre-funded warrants to purchase up to 2,422,612 shares of its common stock and accompanying common warrants to purchase up to 4,204,546 shares of its common stock. Each share of common stock and accompanying common warrant to purchase one share of common stock were sold at a combined price to the public of $1.32 per share of common stock and accompanying common warrant and each pre-funded warrant and accompanying common warrant to purchase one share of common stock were sold at a combined price to the public of $1.319 per pre-funded warrant and accompanying common warrant. The net proceeds to Seelos from this offering are expected to be approximately $5.0 million, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by Seelos. Seelos intends to use the net proceeds from the offering for general corporate purposes, the advancement of the development of its product candidates and to make periodic principal and interest payments under, or to repay a portion of, its outstanding convertible promissory note issued in November 2021, as amended.

 

Titan Partners Group, a division of American Capital Partners, LLC, acted as sole book-running manager for the offering.

 

Raj Mehra, Ph.D., Seelos’ Chief Executive Officer, and other senior management of Seelos, participated in the offering as investors.

 

The securities described above were offered by Seelos pursuant to an effective “shelf” registration statement on Form S-3 (File No. 333-251356) previously filed with the Securities and Exchange Commission (the “SEC”) on December 15, 2020, as amended on December 22, 2020 and declared effective by the SEC on December 23, 2020. A final prospectus supplement and the accompanying prospectus relating to and describing the offering were filed with the SEC. Electronic copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained by visiting the SEC’s website at www.sec.gov or by contacting Titan Partners Group, LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 29th Floor, New York, New York 10007, by phone at (929) 833-1246 or by email at info@titanpartnersgrp.com.

 

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

 

About Seelos Therapeutics

 

Seelos Therapeutics, Inc. is a clinical-stage biopharmaceutical company focused on the development and advancement of novel therapeutics to address unmet medical needs for the benefit of patients with central nervous system (CNS) disorders and other rare diseases. The Company’s robust portfolio includes several late-stage clinical assets targeting indications including Acute Suicidal Ideation and Behavior (ASIB) in Major Depressive Disorder (MDD), amyotrophic lateral sclerosis (ALS) and spinocerebellar ataxia (SCA), as well as early-stage programs in Huntington’s disease, Alzheimer’s disease, and Parkinson’s disease.

 

 

Forward-Looking Statements

 

Statements made in this press release, which are not historical in nature, constitute forward-looking statements for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. These statements include, among others, statements regarding the use of the proceeds from the offering. These statements are based on our current expectations and beliefs and are subject to a number of factors, risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The risks and uncertainties involved include those associated with general economic and market conditions and our ability to satisfy closing conditions applicable to the offering, as well as other risk factors and matters set forth in our periodic filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 202, subsequent Quarterly Reports on Form 10-Q, including our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, and the final prospectus supplement and the accompanying prospectus related to the public offering filed with the SEC. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, even if subsequently made available by us on our website or otherwise. We do not undertake any obligation to update, amend or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

Contact Information

 

Anthony Marciano
Chief Communications Officer
Seelos Therapeutics, Inc. (Nasdaq: SEEL)
300 Park Avenue, 2^nd Floor
New York, NY 10022
(646) 293-2136
anthony.marciano@seelostx.com

 

Mike Moyer

Managing Director

LifeSci Advisors, LLC

250 West 55th St., Suite 3401

New York, NY 10019

(617) 308-4306

mmoyer@lifesciadvisors.com

 

 

v3.23.3

Cover	Dec. 01, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 01, 2023
Entity File Number	000-22245
Entity Registrant Name	Seelos Therapeutics, Inc.
Entity Central Index Key	0001017491
Entity Tax Identification Number	87-0449967
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	300 Park Avenue
Entity Address, Address Line Two	2nd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	646
Local Phone Number	293-2100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	SEEL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---