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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): September 30, 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
1.01. Entry into a Material Definitive Agreement.
Effective
September 30, 2023, 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. 4 to Convertible Promissory Note and Amendment
to Letter Agreement (the “Amendment”), which amended (i) 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 and
May 19, 2023 (as so amended, the “Note”), and (ii) that certain letter agreement with the subject line “Convertible
Promissory Note”, dated September 21, 2023, by and between the Company and the Holder (the “Letter Agreement”).
Pursuant
to the Amendment, the Company and the Holder agreed, among other things, that: (A) effective as of September 30, 2023, the outstanding
principal amount of the Note was increased by $3,631,528 to $16,837,084; (B) commencing October 1, 2023, the Note will bear interest at
an annual rate of 12% per annum; (C) the Company shall 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 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; (D) subject to certain exceptions, if the Company issues securities for cash consideration, the Company will be required
utilize 25% of the net cash proceeds to repay the Note unless the Holder elects not to be repaid; (E) the Holder will, through March 28,
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; (F) 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 January 16, 2024, the stockholder approval as contemplated by Nasdaq Listing Rule 5635(d) with respect to the approval of the issuance
of shares of Common Stock in excess of the limitation on the number of shares issuable under the Note as set forth in the Note and that
certain Securities Purchase Agreement entered into between the Company and the Holder on November 23, 2021; and (G) subject to certain
exceptions, as long as the Note remains outstanding, the Holder will have the right to participate in any equity or debt financing by
the Company in an amount equal to the lesser of 50% of the securities to be offered and $5,000,000 of the securities to be offered in
such financing.
Pursuant to the Letter Agreement, the Company
previously granted the Holder 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 under the Note that would have otherwise been due on September 24, 2023 in the aggregate
amount of up to $400,000 into shares of common stock of the Company, par value $0.001 (“Common Stock”), at the lower of (a) the
then-current Conversion Price (as defined in the Note, which is currently $6.00 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 the Holder of the applicable
conversion notice. The Amendment provides that the number of shares issuable pursuant to this right to convert shall be limited to an
aggregate of 1,877,084 shares of Common Stock.
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.
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: October
2, 2023 |
By: |
/s/
Michael Golembiewski |
|
|
Name: Michael
Golembiewski |
|
|
Title: Chief Financial
Officer |
Exhibit 4.1
AMENDMENT NO.
4 TO CONVERTIBLE PROMISSORY NOTE AND AMENDMENT TO LETTER AGREEMENT
This
Amendment No. 4 to Convertible Promissory Note and Amendment to Letter Agreement (this “Amendment”)
is effective as of September 30, 2023 (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: (i) 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 and on May 19, 2023 (as so amended, the “Note”),
and (ii) that certain letter agreement with the subject line “Convertible Promissory Note”, dated September 21,
2023, by and between the Company and the Holder (the “Letter Agreement”). 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 and the Letter Agreement as set forth herein; 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. Increase
in Principal Amount. Effective as of the Effective Date, the Outstanding Principal Amount of the Note shall be increased by $3,631,528,
such that the Outstanding Principal Amount as of the Effective Date (after giving effect to any amounts repaid under the Note on the
Effective Date) shall be $16,837,084.
2. Section 1.2.
Section 1.2 of the Note is hereby amended and restated in its entirety to now read:
“Interest.
Subject in all cases to the provisions set forth in Section 2.2, the entire unpaid Outstanding Principal Amount of this Note outstanding
shall bear interest at an annual rate of (a) five percent (5%) per annum during the period beginning on the date that is the first
anniversary of the Issuance Date (such date, the “Payment Commencement Date”) through and including September 30,
2023, and (b) twelve percent (12%) per annum during the period of October 1, 2023 and ending on the date on which the entire
unpaid principal amount of this Note has been paid in full, which amounts shall be payable as set forth in Section 1.3 below.”
3. 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 March 28, 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;”
4. Right
to Require Repayment upon Equity Issuances. A new Section 4.1(h) is hereby added to the Note as follows:
“(h) If,
at any time while this Note remains outstanding, the Company issues any New Securities for cash consideration to the Company other than
pursuant to an Exempt Issuance (as defined in Amendment No. 4 to this Note, but excluding clause (v) of such definition) (an
“Equity Issuance”), the Company shall notify the Holder within two (2) Business Days of the Equity Issuance and,
unless otherwise waived in writing by and at the discretion of the Holder within three (3) Business Days of receipt of a notice
from the Company to the Holder that the Company has issued such New Securities, the Company will, no later than two (2) Business
Days after receiving the proceeds of such New Securities, utilize 25% of the net cash proceeds of the Equity Issuance to repay this Note.
For the avoidance of doubt, the aggregate dollar amount of the purchase price of any New Securities purchased or otherwise acquired by
the Holder in an Equity Issuance shall be included in the calculation of the amount of net cash proceeds of such Equity Issuance. To
the extent that any net cash proceeds of an Equity Issuance are used to repay this Note pursuant to this Section 4.1(h), the amount
so repaid (the “Repayment Amount”) shall be applied as a reduction in the total Outstanding Principal Amount of this
Note and credited toward (and reduce) up to the full amount of the subsequent Monthly Payment following the payment of the Repayment
Amount and each subsequent Monthly Payment thereafter until the full Repayment Amount has been credited to Monthly Payments; provided
that for purposes of the foregoing, each Repayment Amount shall be deemed to be a payment of each applicable Monthly Payment in cash
and therefore made in the amount of 105% of each such Monthly Payment in accordance with Section 1.4 hereof. For clarity, the amount
of the reduction in the total Outstanding Principal Amount (and of each applicable Monthly Payment) as a result of an Equity Issuance
shall be equal to the quotient obtained by dividing the applicable Repayment Amount for such Equity Issuance by 1.05. Furthermore, for
avoidance of doubt, any Repayment Amounts shall not be credited toward (or reduce) any Interest Payment and each scheduled Interest Payment
shall be due and payable on the applicable scheduled Interest Payment Date.”
5. Waivers.
The Holder hereby agrees to forebear, from the date hereof through March 28, 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 or occurs at any time on or prior to September 30,
2023, 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
or occurs at any time on or prior to September 30, 2023. 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 September 30,
2023. 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 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).
6. Requisite
Stockholder Approval. The Company agrees to 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 January 16, 2024 (the “Stockholder Meeting”), the Requisite
Stockholder Approval (as defined below); provided that the Stockholder Meeting may be postponed or adjourned if the Company determines
in good faith, with the Holder’s written consent, that such postponement or adjournment is necessary or advisable in order to solicit
additional votes or to obtain a quorum to transact business at the Stockholder Meeting. The Company will prepare and file with the United
States Securities and Exchange Commission a proxy statement to be sent to the Company’s stockholders in connection with the Stockholder
Meeting (the “Proxy Statement”). The Proxy Statement shall include the recommendation of the board of directors of
the Company (the “Board”) that the holders of shares of Common Stock vote in favor of the Requisite Stockholder Approval.
If the Requisite Stockholder Approval is not obtained at or prior to the Stockholder Meeting, the Company will hold an annual or special
meeting of the stockholders of the Company for the purposes of obtaining such Requisite Stockholder Approval no less often than once
per calendar quarter following the date of the Stockholder Meeting until the Requisite Stockholder Approval is obtained, and the Board
will recommend that the holders of shares of Common Stock vote in favor of the Requisite Stockholder Approval at each such meeting. For
purposes of this Amendment, “Requisite Stockholder Approval” shall mean the stockholder approval contemplated by Nasdaq
Listing Rule 5635(d) with respect to the approval of the issuance of shares of Common Stock in excess of the limitation on
the number of shares issuable under the Note as set forth in Section 3.8 of the Note, as well as any other shares issuable to the
Holder pursuant to the Purchase Agreement.
7.
Rights to Future Stock Issuances.
(a) Subject
to the terms and conditions of this Section 7 and applicable securities laws, if, at any time while the Note
remains outstanding, the Company proposes to offer or sell any New Securities (as defined below) for cash consideration (a “Subsequent
Financing”), the Holder shall have the right to participate therein in an amount equal to the lesser of: (i) fifty percent
(50%) of the New Securities offered in the Subsequent Financing and (ii) $5,000,000 of the New Securities offered in the Subsequent
Financing.
(b) By
no later than 7:30 p.m. Eastern Time on the day prior to the proposed pricing date of the Subsequent Financing, the Company shall
give notice (the “Offer Notice”) to the Holder, stating (i) its bona fide intention to offer such New Securities,
(ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer
such New Securities.
(c) By
notification to the Company by no later than 7:00 a.m. Eastern Time on the day immediately following the date the Offer Notice is
given (the “Notice Termination Time”), the Holder may elect to purchase or otherwise acquire, at the price and
on the terms specified in the Offer Notice, up to the lesser of: (i) fifty percent (50%) of the New Securities offered in the Subsequent
Financing and (ii) $5,000,000 of the New Securities offered in the Subsequent Financing. If the Company receives no such notice
from the Holder as of such Notice Termination Time, the Holder shall be deemed to have notified the Company that it does not elect to
participate in such Subsequent Financing. The closing of any sale pursuant to this Section 7 shall occur within
the later of ninety (90) days of the date that the Offer Notice is given and the date of the initial sale of the New Securities
pursuant to this Section 7(d).
(d) The
Company may, during the three (3) Business Day period following the expiration of the period provided in Section 7(b),
offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms generally
no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale
of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the
right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Holder
in accordance with this Section 7.
(e) The
participation right in this Section 7 shall not be applicable to any at-the-market offering or any “Exempt Issuance”
which, for purposes of this Amendment, an Exempt Issuance shall mean (i) equity securities issued by reason of a dividend, stock
split, split-up or other distribution on shares of Common Stock, (ii) shares of Common Stock or rights, warrants or options to purchase
Common Stock issued to employees, directors or consultants of the Company or any of its Subsidiaries pursuant to a plan, agreement or
arrangement approved by the Board (“Equity Plans”), (iii) shares of Common Stock actually issued upon the exercise
of options, warrants or shares of Common Stock actually issued upon the conversion or exchange of any securities convertible into Common
Stock, in each case issued to employees, directors or consultants of, the Company or any of its Subsidiaries pursuant to an Equity Plan
and provided that such issuance is pursuant to the terms of the applicable option, warrant or convertible security, (iv) shares
of Common Stock actually issued upon the exercise, conversion or exchange of the Note, (v) shares of Common Stock actually issued
upon the exercise, conversion or exchange of securities (other than the Note) exercisable or exchangeable for or convertible into shares
of Common Stock issued and outstanding on the date of this Amendment, provided that such securities have not been amended since the date
of this Amendment to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of
such securities or to extend the term of such securities (in ease case, other than in connection with stock splits, stock dividends,
recapitalizations, reorganizations, reclassifications, combinations, reverse stock splits or other similar events occurring after the
date hereof); provided, further, that it is understood that such securities will not be deemed to have been amended if the terms of such
securities are automatically changed in accordance with their terms as such terms exist on the date of this Amendment, such as a decrease
in their exercise price due to an anti-dilution provision, (vi) up to an aggregate of 2,500,000 shares of Common Stock (as adjusted
for stock splits, recapitalizations and similar transactions) issued to consultants, advisors or vendors of the Company, or (vii) shares
of Common Stock issued as consideration for an Acquisition.
(f) For
purposes of this Amendment and the Note, “New Securities” means, collectively, equity or debt securities of the Company,
whether or not currently authorized, as well as rights, options, or warrants to purchase such equity or debt securities, or securities
of any type whatsoever that are, or may become convertible or exchangeable into or exercisable for such equity or debt securities (and,
for the avoidance of doubt, include any securities issued in connection with an at-the-market offering) (and Section 5.14 of the
Note is hereby amended by inserting such definition of “New Securities” in the appropriate alphabetical order).
8. Amendment
to Letter Agreement. The following language is hereby added at the end of the first sentence of Section 2 of the Letter Agreement:
“;
provided, however, that the aggregate number of shares of Common Stock issuable pursuant to this clause (ii) shall not exceed
an aggregate of 1,877,084 shares of Common Stock (as adjusted for stock splits, recapitalizations and similar transactions), and the
Holder shall not have the right to convert pursuant to this clause (ii) any portion of the remaining amount of the Monthly Payment
that would have otherwise been due on September 24, 2023 to the extent it would result in the Company issuing more than an aggregate
of 1,877,084 shares of Common Stock (as adjusted for stock splits, recapitalizations and similar transactions). For clarity, any amounts
not converted into shares of Common Stock due to the proviso in the preceding sentence shall be subject to the provisions set forth in
Section 3.6 of the Note.”
9. 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.
10. 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.
11. 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.
12. Fees
and Expenses. The Company shall reimburse the Holder for up to $10,000 of any actual, documented and reasonable fees and disbursements
of one counsel of the Holder’s choosing in connection with the preparation of this Amendment.
[Signature
Page Follows]
The
parties hereto have executed this Amendment No. 4 to Convertible Promissory Note and Amendment to Letter Agreement 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 |
[Signature
Page to Amendment No. 4 to Convertible Promissory Note and amendment to Letter Agreement]
v3.23.3
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