Seelos Therapeutics, Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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0-22245
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87-0449967
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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300 Park Avenue, 12th Floor, New York, NY
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10022
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(Address of principal executive offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))
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Explanatory Note
On January 24, 2019, Seelos Therapeutics, Inc. (the "Company") filed a Current Report on Form 8-K (the "Original Form 8-K") reporting, among other things, that on January 24, 2019, the Company, formerly known as Apricus Biosciences, Inc. ("Apricus"), completed its business combination with a Delaware corporation that was previously known as "Seelos Therapeutics, Inc." ("Private Seelos"). This Amendment No. 1 to the Original Form 8-K ("Amendment No. 1") amends the Original Form 8-K to provide the historical interim financial statements of Private Seelos as of September 30, 2018 and for the nine months ended September 30, 2018 and 2017 and the unaudited pro forma condensed financial information for Apricus and Private Seelos for the year ended December 31, 2017 and as of and for the nine months ended September 30, 2018.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Notwithstanding certain statements included in the Original Form 8-K indicating that the financial statements of Private Seelos required by Item 9.01(a) would be filed as part of Amendment No. 1, reference is made to the Company's Registration Statement on Form S-4, as amended, filed with the Securities and Exchange Commission (the "SEC") on November 16, 2018 (File No. 333-227166) (the "Registration Statement"), which Registration Statement included the audited financial statements of Private Seelos as of and for the year ended December 31, 2017 and for the period from June 1, 2016 (inception) to December 31, 2016 and the unaudited interim financial statements of Private Seelos as of September 30, 2018 and for the nine months ended September 30, 2018 and 2017 in satisfaction of the Item 9.01(a) requirements.
(b) Pro Forma Financial Information
Notwithstanding certain statements included in the Original Form 8-K indicating that the pro forma financial information required by Item 9.01(b) would be filed as part of Amendment No. 1, reference is made to the Registration Statement, which Registration Statement included the unaudited pro forma condensed combined financial information of Apricus and Private Seelos, for the year ended December 31, 2017 and as of and for the nine months ended September 30, 2018, in satisfaction of the Item 9.01(b) requirements.
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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.
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Seelos Therapeutics, Inc. |
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Date: January 30, 2019 |
By: |
/s/ Raj Mehra, Ph.D. |
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Name: Raj Mehra, Ph.D. |
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Title: Chief Executive Officer, President and Interim Chief Financial Officer |
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