false
0001017491
0001017491
2024-06-01
2024-06-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 1, 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 June 1, 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. 7 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, September 30, 2023, March 27, 2024 and May 1, 2024
(as so amended, the “Note”).
Pursuant to the Amendment,
the Company and the Holder agreed, among other things, that: (A) the Company shall not be required to maintain any minimum balance of
cash or cash equivalents with one or more financial institutions prior to July 31, 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; and (B) the Holder will, through July 31, 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 June 1, 2024.
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: June 5, 2024 |
By: |
/s/ Michael Golembiewski |
|
|
Name: Michael Golembiewski |
|
|
Title: Chief Financial Officer |
Exhibit 4.1
AMENDMENT NO. 7 TO CONVERTIBLE PROMISSORY NOTE
This Amendment No. 7 to Convertible
Promissory Note (this “Amendment”) is effective as of June 1, 2024 (the “Effective
Date”), by and between Seelos Therapeutics, Inc., a Nevada corporation (the “Company”), and Lind
Global Asset Management V, LLC, a Delaware limited liability company (together with its successors and representatives, the
“Holder”) and amends that certain Convertible Promissory Note No. 1 in the initial principal amount of
$22,000,000 and due November 23, 2024, issued by the Company to the Holder on November 23, 2021, as amended on
December 10, 2021, on February 8, 2023, on May 19, 2023, on September 30, 2023, on March 27, 2024 and on
May 1, 2024 (as so amended, the “Note”). Capitalized terms used but not otherwise defined herein shall have
the meaning ascribed to them in the Note or that certain Securities Purchase Agreement, dated as of November 23, 2021, by and
between the Company and the Holder (as amended and in effect from time to time, the “Purchase Agreement”).
RECITALS
whereas,
the Company issued the Note to the Holder pursuant to the Purchase Agreement;
Whereas,
the Company and the Holder desire to amend certain provisions of the Note as set forth herein;
Whereas,
the Section 2.1(r) of the Note provides that the Company must, at any time on or after April 29, 2024, maintain an aggregate
minimum balance equal to 50% of the then Outstanding Principal Amount or more in cash or cash equivalents with one or more financial
institutions (the “Minimum Cash Covenant”);
Whereas,
the Company is not currently in compliance with the Minimum Cash Covenant;
Whereas,
under the terms of the Note, following a failure to satisfy the Minimum Cash Covenant that remains uncured for 15 Business Days, the
Holder may, among other things, from time-to-time demand that all or a portion of the Outstanding Principal Amount be converted into
shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-five percent (85%) of the average
of the five (5) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable Conversion
Notice (the “Default Conversion Right”);
Whereas,
as consideration for the Holder agreeing to extend the date by which the Company must be compliance with the Minimum Cash Covenant to
July 31, 2024 and agreeing not to assert than an Event of Default has occurred or exercising the Default Conversion Right, the Company
and the Holder desire to agree, as set forth herein, that the Repayment Share Price shall be reduced from ninety percent (90%) to eighty-five
(85%) of the average of the five (5) lowest daily VWAPs during the twenty (20) Trading Days ending on the last Trading Day prior
to the Payment Date or the Interest Payment Date, as applicable, such that it is equal to the rate at which the Holder could convert
the Note pursuant to the Default Conversion Right; and
Whereas,
pursuant to Section 5.8 of the Note, the Note may be amended by an instrument in writing signed by the Company and the Holder.
Now,
Therefore, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
| 1. | Section 2.1(r). Section 2.1(r) of the Note is hereby amended and restated in its entirety to read as follows: |
“(r) at any time on or after
July 31, 2024, the Maker shall fail to maintain an aggregate minimum balance equal to 50% of the then Outstanding Principal Amount
or more in cash or cash equivalents with one or more financial institutions;”
| 2. | Section 5.14(g). Effective as of the Effective Date, Section 5.14(g) of the Note is hereby amended and restated in its entirety to read as follows: |
““Repayment Share Price”
means eighty-five percent (85%) of the average of the five (5) lowest daily VWAPs during the twenty (20) Trading Days ending on the last
Trading Day prior to the Payment Date or the Interest Payment Date, as applicable.”
3. Waivers.
The Holder hereby agrees to forebear, from the date hereof through July 31, 2024 (the “Forbearance Period”) from exercising
any right the Holder may have to assert or claim that a Material Adverse Effect has occurred as a result of any event, occurrence, fact,
condition or change that occurred at any time on or prior to June 1, 2024, and, in connection therewith, further agrees, during
the Forbearance Period, to forbear from exercising any right with respect to any Event of Default that may have occurred pursuant to
Section 2.1(s) of the Note or as a result of any alleged breach by the Company of Section 2.1(s) of the Note as a
result of any event, occurrence, fact, condition or change that occurred at any time on or prior to June 1, 2024. The Holder expressly
retains the right to assert any Event of Default with respect to Section 2.1(s) of the Note as a result of any event, occurrence,
fact, condition or change that occurred or occurs after June 1, 2024. Notwithstanding anything to the contrary contained herein,
the Holder acknowledges that the Company’s execution of this Amendment shall not be construed as an admission or acknowledgement
by the Company that: (A) any event, occurrence, fact, condition or change has occurred or occurs that constitutes a Material Adverse
Effect, or (B) the Holder has a right to assert that an Event of Default has occurred pursuant to Section 2.1(s) of the
Note, and the Company’s execution of this Amendment shall be deemed to be without prejudice to the Company in this regard. In addition,
the Holder hereby waives any Event of Default which has occurred prior to the date hereof as a result of any failure by the Company to
comply with the covenant contained in Section 2.1(r) of the Note through and including the date hereof, including any obligation
by the Company to notify the Holder of any such Event of Default (provided, for the avoidance of doubt, that such waiver shall not apply
to the Company’s obligations with respect to Section 2.1(r) of the Note from and after the date hereof).
4. Effectiveness.
This Amendment is effective as of the date hereof. From and after the effectiveness of this Amendment, each reference to “hereof”,
“hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this
Note” and each other similar reference contained in the Note shall refer to the Note, as amended hereby. Except as expressly set
forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights
and remedies of the parties under the Note, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Note.
5. Governing
Law. This Amendment shall be governed by and construed in accordance with the Laws of the State of New York, without reference to
principles of conflict of laws or choice of laws.
6. Counterparts.
This Amendment may be executed in two identical counterparts, both of which shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered to the other party. Signature pages delivered by facsimile
or e-mail shall have the same force and effect as an original signature.
[Signature Page Follows]
The parties hereto have executed this Amendment
No. 7 to Convertible Promissory Note as of the date first written above.
|
THE COMPANY: |
|
|
|
SEELOS THERAPEUTICS, INC. |
|
|
|
By: |
/s/ Raj Mehra, Ph.D. |
|
|
Name: Raj Mehra, Ph.D. |
|
|
Title: President and Chief Executive Officer |
|
THE HOLDER: |
|
|
|
LIND GLOBAL ASSET MANAGEMENT
V, LLC |
|
|
|
By: |
/s/ Jeff Easton |
|
|
Name: Jeff Easton |
|
|
Title: Managing Member |
v3.24.1.1.u2
Cover
|
Jun. 01, 2024 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jun. 01, 2024
|
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
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Seelos Therapeutics (NASDAQ:SEEL)
Gráfico Histórico do Ativo
De Jul 2024 até Ago 2024
Seelos Therapeutics (NASDAQ:SEEL)
Gráfico Histórico do Ativo
De Ago 2023 até Ago 2024