|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Title of Each Class
|
Trading Symbol
|
Name of Each Exchange on Which Registered
|
|
|
The
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
☒
|
Smaller reporting company
|
|
Emerging growth company
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Page
|
||
PART III.
|
||
ITEM 10.
|
4
|
|
ITEM 11.
|
9 |
|
ITEM 12.
|
15
|
|
ITEM 13.
|
17
|
|
ITEM 14.
|
18
|
|
PART IV.
|
||
ITEM 15.
|
19
|
|
ITEM 16.
|
26
|
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
Year
Initially
Elected
|
Age
|
Position(s)
|
Expiration of
Term
|
Class
|
|||||
Daniel J. O’Connor, J.D.
|
2019
|
59
|
Director
|
2025
|
I
|
|||||
Raj Mehra, Ph.D.
|
2019
|
64
|
Chief Executive Officer and President
|
2024
|
II
|
|||||
Brian Lian, Ph.D.(1)(2)(3)
|
2019
|
58
|
Director
|
2024
|
II
|
|||||
Richard W. Pascoe(1)(3)
|
2013
|
60
|
Chairman of the Board
|
2026
|
III
|
|||||
Margaret Dalesandro, Ph.D.(1)(2)
|
2021
|
77
|
Director
|
2026
|
III
|
(1) |
Member of the Audit Committee of the Board (the “Audit Committee”).
|
(2) |
Member of the Corporate Governance/Nominating Committee.
|
(3) |
Member of the Compensation Committee of the Board (the “Compensation Committee”).
|
Name
|
Age
|
Position(s)
|
||
Raj Mehra, Ph.D.
|
64
|
Chief Executive Officer and President
|
||
Michael Golembiewski
|
52
|
Chief Financial Officer
|
Name and Position(s)
|
|
Year
|
|
Salary
|
|
Option
Awards(1)
|
|
Non-Equity
Incentive
Plan
Compensation
|
|
All
Other
Compensation(2)
|
|
Total
|
|
||||||
Raj Mehra, Ph.D.,
Chief Executive Officer and President
|
|
2023
|
|
$
|
586,964
|
|
$
|
1,126,948
|
|
-
|
|
$
|
12,564
|
|
$ |
1,726,476
|
|
||
|
2022
|
|
$
|
561,688
|
|
$
|
1,603,680
|
|
$
|
280,844
|
|
$
|
12,200
|
|
$ |
2,458,412
|
|
||
Michael Golembiewski, Chief Financial Officer
|
|
2023
|
|
$
|
375,000
|
|
$
|
458,467
|
|
-
|
|
$
|
13,200
|
|
$ |
846,667
|
|
||
|
2022
|
|
$
|
317,125
|
|
$
|
616,800
|
|
$
|
126,850
|
|
$
|
10,852
|
|
$ |
1,071,627
|
|
(1)
|
Represents the grant date fair value of the option awards, calculated in accordance with Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Topic 718, excluding the effect of estimated forfeitures. These figures do not reflect the amortized compensation expense or value received by the officer in the year indicated or that may be
received by the officer with respect to such equity awards.
|
(2)
|
Our Named Executive Officers’ All Other Compensation in 2022 and 2023 consist of our matching and profit-sharing contribution to our retirement
savings plan (401(k) Plan).
|
Option Awards
|
Stock Awards | |||||||||||||
Name
|
Grant Date
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
Number of
Securities
Underlying
Unexercised
Options Non-
Exercisable
(#)
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
|
Market Value
of Shares or
Unites of
Stock That
Have Not
Vested ($)
|
|||||||
Raj Mehra Ph.D.
|
January 6, 2020(1)
|
23,858
|
509
|
42.60
|
1/6/2030
|
—
|
—
|
|||||||
June 11, 2020(2)
|
66,566
|
9,510
|
32.40
|
6/11/2030
|
—
|
—
|
||||||||
March 15, 2021(3)
|
26,348
|
11,986
|
129.30
|
3/15/2031
|
—
|
—
|
||||||||
January 10, 2022(4)
|
20,765
|
22,569
|
43.80
|
1/10/2032
|
—
|
—
|
||||||||
March 30, 2023(6)
|
-
|
56,078
|
20.76
|
3/20/2033
|
—
|
—
|
||||||||
March 30, 2023(7)
|
6,667
|
-
|
20.76
|
3/20/2033
|
—
|
—
|
||||||||
Michael Golembiewski
|
February 26, 2019(5)
|
2,084
|
-
|
66.00
|
2/26/2029
|
—
|
—
|
|||||||
January 6, 2020(1)
|
3,263
|
71
|
42.60
|
1/6/2030
|
—
|
—
|
||||||||
June 11, 2020(2)
|
9,107
|
1,301
|
32.40
|
6/11/2030
|
—
|
—
|
||||||||
March 15, 2021(3)
|
4,354
|
1,980
|
129.30
|
3/15/2031
|
—
|
—
|
||||||||
January 10, 2022(4)
|
7,983
|
8,684
|
43.80
|
1/10/2032
|
—
|
—
|
||||||||
March 30, 2023(6)
|
-
|
22,591
|
20.76
|
3/20/2033
|
—
|
—
|
||||||||
March 30, 2023(8)
|
2,935
|
-
|
20.76
|
3/20/2033
|
—
|
—
|
(1) |
1/4th of the shares originally subject to the option vested on January 6, 2021, and 1/48th of the shares originally subject to the option shall vest monthly thereafter, subject to the individual’s continued service to the Company through
the applicable vesting date.
|
(2) |
1/4th of the shares originally subject to the option vested on June 11, 2021, and 1/48th of the shares originally subject to the option shall vest monthly thereafter, subject to the individual’s continued service to the Company through
the applicable vesting date.
|
(3) |
1/4th of the shares originally subject to the option vested on March 15, 2022, and 1/48th of the shares originally subject to the option shall vest monthly thereafter, subject to the individual’s continued service to the Company
through the applicable vesting date.
|
(4) |
1/4th of the shares originally subject to the option vested on January 10, 2023, and 1/48th of the shares originally subject to the option shall vest monthly thereafter, subject to the individual’s continued service to the Company
through the applicable vesting date.
|
(5) |
1/4th of the shares originally subject to the option vested on January 27, 2020, and 1/48th of the shares originally subject to the option shall vest monthly thereafter, subject to the individual’s continued service to the Company
through the applicable vesting date.
|
(6) |
1/4th of the shares originally subject to the option vested on March 30, 2024, and 1/48th of the shares originally subject to the option shall vest monthly thereafter, subject to the individual’s continued service to the Company
through the applicable vesting date.
|
(7) |
At our request, the option holder voluntarily elected to be paid 36% of his 2022 annual cash bonus in the form of an option to purchase shares of Common Stock. Accordingly, the option was fully vested upon grant.
|
(8) |
At our request, the option holder voluntarily elected to be paid 35% of his 2022 annual cash bonus in the form of an option to purchase shares of Common Stock. Accordingly, the option was fully vested upon grant.
|
Name
|
Cash
Compensation(1)
|
Option Grants(2)
|
Total
|
|||||||||
Richard W. Pascoe
|
$
|
53,500
|
$
|
34,220
|
$
|
87,720
|
||||||
Brian Lian, Ph.D.
|
$
|
71,000
|
$
|
34,220
|
$
|
105,220
|
||||||
Daniel J. O’Connor, J.D.
|
$
|
40,000
|
$
|
34,220
|
$
|
74,220
|
||||||
Margaret Dalesandro, Ph.D.
|
$
|
55,500
|
$
|
34,220
|
$
|
89,720
|
(1) |
Includes the value of the annual retainers payable to our non-employee directors.
|
(2) |
Represents the grant date fair value of the stock options granted in 2023, computed in accordance with FASB ASC Topic 718. As of December 31, 2023, each of our non-employee directors held stock options to purchase the following number of
shares of our Common Stock: Mr. Pascoe, options to purchase 4,799 shares; Dr. Lian, options to purchase 5,236 shares; Mr. O’Connor, options to purchase 5,236 shares; and Dr. Dalesandro, options to purchase 4,234 shares.
|
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Name and Address of Beneficial Owner
|
Number of Shares
Beneficially Owned
|
Percentage of
Class (%)(1)
|
|||||||
Directors and Named Executive Officers(2)
|
|||||||||
Raj Mehra, Ph.D.(3)
|
441,689
|
2.85
|
%
|
||||||
Michael Golembiewski(4)
|
127,428
|
*
|
|||||||
Daniel J. O’Connor, J.D., Director(5)
|
6,464
|
*
|
|||||||
Brian Lian, Ph.D., Director(6)
|
5,930
|
*
|
|||||||
Richard W. Pascoe, Chairman of the Board(7)
|
5,668
|
*
|
|||||||
Margaret Dalesandro, Ph.D., Director(8)
|
5,978
|
*
|
|||||||
All current executive officers and directors as a group (six persons)(9)
|
593,157
|
3.81
|
%
|
||||||
Five Percent Holders
|
|||||||||
Armistice Capital Master Fund Ltd.(10)
|
1,693,257
|
9.99
|
%
|
||||||
Entities affiliated with The Lind Partners, LLC(11)
|
1,591,552
|
9.99
|
%
|
* |
Denotes less than one percent.
|
(1) |
Percentage ownership is calculated based on a total of 15,256,268 shares of Common Stock issued and outstanding as of April 22, 2024.
|
(2) |
Unless otherwise indicated, the address for each of our directors and executive officers is c/o 300 Park Avenue, 2nd Floor, New York, NY, 10022.
|
(3) |
Represents (i) 185,143 shares of Common Stock held directly by Dr. Mehra, (ii) 75,757 shares of Common Stock issuable upon exercise of warrants that are exercisable within 60 days of April 22, 2024, and (iii) 180,789 shares of Common
Stock issuable upon exercise of stock options that are exercisable within 60 days of April 22, 2024.
|
(4) |
Represents (i) 86,869 shares of Common Stock held directly by Mr. Golembiewski, and (ii) 40,559 shares of Common Stock issuable upon exercise of stock options that are exercisable within 60 days of April 22, 2024.
|
(5) |
Represents (i) 534 shares of Common Stock held directly by Mr. O’Connor, and (ii) 5,930 shares of Common Stock issuable upon exercise of stock options that are exercisable within 60 days of April 22, 2024.
|
(6) |
Comprised solely of shares of Common Stock issuable upon exercise of stock options that are exercisable within 60 days of April 22, 2024.
|
(7) |
Represents (i) 173 shares of Common Stock held directly by Mr. Pascoe, (ii) 2 shares of Common Stock issuable upon exercise of warrants that are exercisable within 60 days of April 22, 2024, and (iii) 5,493 shares of Common Stock
issuable upon exercise of stock options that are exercisable within 60 days of April 22, 2024.
|
(8) |
Represents (i) 1,167 shares of Common Stock held directly by Dr. Dalesandro, and (ii) 4,811 shares of Common Stock issuable upon exercise of stock options that are exercisable within 60 days of April 22, 2024.
|
(9) |
Comprised of shares beneficially owned by each of our directors and current executive officers.
|
(10) |
Consists of (i) 1,583,336 shares of Common Stock issuable upon exercise of a warrant that is held by Armistice Capital LLC (“Armistice Capital”) and is currently exercisable, except to the extent such exercise is restricted by a
beneficial ownership limitation of 9.99%, which such limitation restricts the holder from exercising that portion of the warrants that would result in the holder and its affiliates owning, after exercise, a number of shares of Common Stock
in excess of such beneficial ownership limitation, as such percentage ownership is determined in accordance with the terms of the warrant and (ii) 109,921 shares of Common Stock issuable upon exercise of a warrant that is held by Armistice
Capital Master Fund Ltd. (“Master Fund”) and is currently exercisable, except to the extent such exercise is restricted by a beneficial ownership limitation of 9.99%, which such limitation restricts the holder from exercising that portion
of the warrants that would result in the holder and its affiliates owning, after exercise, a number of shares of Common Stock in excess of such beneficial ownership limitation, as such percentage ownership is determined in accordance with
the terms of the warrant (the “Master Fund Beneficial Ownership Limitation”). Excludes (i) 1,276,596 shares of Common Stock issuable upon exercise of a warrant held by Master Fund which is currently exercisable, but such shares have been
excluded because the exercise thereof is restricted by the Master Fund Beneficial Ownership Limitation. The securities directly held by Master Fund may be deemed to be beneficially owned by: (i) Armistice Capital, as the investment manager
of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. The securities directly held by Armistice Capital may be deemed to be beneficially owned by Steven Boyd, as the Managing Member of Armistice Capital. The
address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.
|
(11) |
Consists of (i) 910,800 shares of Common Stock held directly by Lind Global Fund II LP, (ii) 5,565 shares of Common Stock held directly by Lind Global Asset Management V, LLC (“Lind”), (iii) 70,244 shares of Common Stock issuable upon
conversion of the Convertible Promissory Note in the initial principal amount of $22,000,000, issued by the Company to Lind on November 23, 2021, as amended (the “Note”), which is currently convertible by Lind at any time at the current
conversion price of $180.00 per share of Common Stock (subject to adjustment as provided therein), and (iv) 604,943 shares of Common Stock issuable upon exercise of a Warrant that is held by Lind Global Fund II LP and is currently
exercisable, except to the extent such exercise is restricted by a beneficial ownership limitation of 9.99%, which such limitation restricts the holder from exercising that portion of the warrants that would result in the holder and its
affiliates owning, after exercise, a number of shares of Common Stock in excess of such beneficial ownership limitation, as such percentage ownership is determined in accordance with the terms of the warrant (the “Lind Beneficial Ownership
Limitation”). Lind may not convert any portion of the Note to the extent such conversion would cause Lind, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 4.99% of our then outstanding
Common Stock (or 9.99% of our then outstanding Common Stock to the extent Lind, together with its affiliates, beneficially owns in excess of 4.99% of shares of our then outstanding Common Stock at the time of such conversion). Excludes (i)
671,653 shares of Common Stock issuable upon exercise of a warrant that is held by Lind Global Fund II LP and that is currently exercisable, but such shares have been excluded because the exercise thereof is restricted by the Lind Warrant
Beneficial Ownership Limitation, and (ii) 946,949 shares of Common Stock issuable upon exercise of a warrant held by Lind Global Fund II LP, which is currently exercisable, but such shares have been excluded because the exercise thereof is
restricted by a blocker provision which restricts the exercise of such warrant if, as a result of such exercise, the holder, together with its affiliates and any other person whose beneficial ownership of shares of Common Stock would be
aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% of the outstanding shares of Common Stock, as such percentage ownership is determined in accordance with the terms of
the warrant. Lind Global Partners II LLC, the general partner of Lind Global Fund II LP, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund II LP. Jeff Easton, the managing member of
Lind Global Partners II LLC, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund II LP. Jeff Easton is the Managing Member of The Lind Partners, LLC, which is the Investment Manager of
Lind Global Fund II LP and Lind, and in such capacity has the right to vote and dispose of the securities held by such entities. Mr. Easton disclaims beneficial ownership over the securities listed except to the extent of his pecuniary
interest therein. The address for Lind Global Fund II LP is 444 Madison Avenue, 41st Floor, New York, NY 10022.
|
Plan Category
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)(1)
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding securities
reflected in column (a))(2)
|
||||||||||
Equity compensation plans approved by security holders
|
499,338(3
|
)
|
$
|
48.30
|
174,888(4
|
)
|
|||||||
Equity compensation plans not approved by security holders(5)
|
12,091
|
$
|
41.18
|
132,526
|
|||||||||
Total
|
511,429
|
$
|
48.13
|
307,414
|
(1)
|
Consists of the weighted average exercise price of outstanding options as of December 31, 2023.
|
(2)
|
Consists entirely of shares of Common Stock that remain available for future issuance under the Inducement Plan, the 2020 Employee Stock
Purchase Plan (the “ESPP”) and the Amended and Restated 2012 Plan as of December 31, 2023.
|
(3)
|
Consists of options outstanding as of December 31, 2023 under the Amended and Restated 2012 Plan.
|
(4)
|
The number of shares of Common Stock available for issuance under the Amended and Restated 2012 Plan will increase automatically on January 1st
of each year, beginning January 1, 2020 and ending on (and including) January 1, 2029 by the lesser of (a) 4% of the number of shares of Common Stock issued and outstanding on a fully-diluted basis as of the close of business on the
immediately preceding December 31, and (b) a number of shares of Common Stock set by the Board on or prior to each such January 1. On January 1, 2021 and each January 1 thereafter through January 1, 2030, the number of shares available
for issuance under the ESPP shall be cumulatively increased by the lesser of (i) 1% of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31, and (ii) such number of shares as determined by
the Board or the Compensation Committee.
|
(5)
|
Consists of the Inducement Plan and the Seelos Therapeutics, Inc. 2016 Equity Incentive Plan.
|
2023
|
2022
|
||||||
Audit Fees(1)
|
$
|
680,000
|
$
|
570,000
|
|||
Audit Related Fees
|
—
|
—
|
|||||
Tax Fees(2)
|
$
|
28,900
|
$
|
17,600
|
|||
All Other Fees
|
—
|
—
|
|||||
Total All Fees
|
$
|
708,900
|
$
|
587,600
|
(1) |
Audit fees consist of estimated fees for professional services rendered for the audit of our annual financial statements included in our Form 10-K filing and review of financial statements included in our quarterly Form 10-Q filings,
reviews of registration statements and issuances of consents, comfort letters and services that are normally provided in connection with statutory and regulatory filings or engagements.
|
(2) |
Consists of fees billed for tax compliance and consulting.
|
ITEM 15. |
EXHIBITS
|
EXHIBITS
NO.
|
DESCRIPTION
|
|
Agreement and Plan of Merger and Reorganization, dated July 30, 2018, by and among the Company, Arch Merger Sub, Inc. and Seelos Therapeutics, Inc. (incorporated herein by reference to
Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2018).
|
||
Amendment No. 1 Agreement and Plan of Merger and Reorganization, dated October 16, 2018, by and among the Company, Arch Merger Sub, Inc. and Seelos Therapeutics, Inc. (incorporated herein by
reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 17, 2018).
|
||
Amendment No. 2 Agreement and Plan of Merger and Reorganization, dated December 14, 2018, by and among the Company, Arch Merger Sub, Inc. and Seelos Therapeutics, Inc. (incorporated herein
by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2018).
|
||
Amendment No. 3 Agreement and Plan of Merger and Reorganization, dated January 16, 2019, by and among the Company, Arch Merger Sub, Inc. and Seelos Therapeutics, Inc. (incorporated herein by
reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2019).
|
||
Asset Purchase Agreement, dated February 15, 2019, by and between the Company and Bioblast Pharma Ltd. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on January 19, 2019).
|
||
Amended and Restated Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 2.1 to the Company’s Registration Statement on Form 10-SB filed with the Securities
and Exchange Commission on March 14, 1997).
|
||
Certificate of Amendment to Articles of Incorporation of the Company, dated June 22, 2000 (incorporated herein by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 31, 2003).
|
Certificate of Amendment to Articles of Incorporation of the Company, dated June 14, 2005 (incorporated herein by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 16, 2006).
|
||
Certificate of Amendment to Amended and Restated Articles of Incorporation of the Company, dated March 3, 2010 (incorporated herein by reference to Exhibit 3.6 to the Company’s Annual Report
on Form 10-K filed with the Securities and Exchange Commission on March 31, 2010).
|
||
Certificate of Correction to Certificate of Amendment to Amended and Restated Articles of Incorporation of the Company, dated March 3, 2010 (incorporated herein by reference to Exhibit 3.7
to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2010).
|
Certificate of Designation for Series D Junior-Participating Cumulative Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-A filed
with the Securities and Exchange Commission on March 24, 2011).
|
||
Certificate of Change filed with the Nevada Secretary of State (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on June 17, 2010).
|
||
Certificate of Amendment to Amended and Restated Articles of Incorporation of the Company, dated September 10, 2010 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2010).
|
||
Certificate of Withdrawal of Series D Junior Participating Cumulative Preferred Stock, dated May 15, 2013 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on May 16, 2013).
|
||
Certificate of Change filed with the Nevada Secretary of State (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 25, 2016).
|
||
Certificate of Amendment filed with the Nevada Secretary of State (incorporated herein by reference to Exhibit 3.10 to the Company’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on August 2, 2017).
|
||
Certificate of Amendment filed with the Nevada Secretary of State (incorporated herein by reference to Exhibit 3.12 to the Company’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2018).
|
||
Certificate of Amendment related to the Share Increase Amendment, filed January 23, 2019 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on January 24, 2019 at 8:05 Eastern Time).
|
||
Certificate of Amendment related to the Name Change, filed January 23, 2019 (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 24, 2019 at 8:05 Eastern Time).
|
||
Certificate of Correction to Certificate of Amended and Restated Articles of Incorporation of the Company, dated March 25, 2020 (incorporated
herein by reference to Exhibit 3.16 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2020)
|
Certificate of Amendment to the Amended and Restated Articles of Incorporation of Seelos Therapeutics, Inc., filed May 18, 2020 (incorporated
herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2020).
|
||
Certificate of Correction to Certificate of Amended and Restated Articles of Incorporation of the Company, filed May 20, 2020 (incorporated herein by reference to Exhibit 3.1 to the
Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2020).
|
||
Certificate of Amendment to the Amended and Restated Articles of Incorporation of the Company, filed May 21, 2021 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2021).
|
||
Certificate of Amendment to the Amended and Restated Articles of Incorporation of the Company, filed May 18, 2023 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2023).
|
||
Certificate of Change filed with the Secretary of State of the State of Nevada (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 28, 2023).
|
||
Certificate of Amendment to the Amended and Restated Articles of Incorporation of the Company, filed January 10, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2024).
|
||
Amended and Restated Bylaws, effective as of March 23, 2023 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 24, 2023).
|
||
Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 24, 2011).
|
||
Form of Warrant issued to the lenders under the Loan and Security Agreement, dated as of October 17, 2014, by and among the Company, NexMed
(U.S.A.), Inc., NexMed Holdings, Inc. and Apricus Pharmaceuticals USA, Inc., as borrowers, Oxford Finance LLC, as collateral agent, and the lenders party thereto from time to time including Oxford Finance LLC and Silicon Valley Bank
(incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2014).
|
||
Form of Wainwright Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 21, 2018).
|
||
Form of Warrant, issued to investors on September 9, 2020 (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 9, 2020).
|
||
Form of Convertible Promissory Note due November 23, 2024 (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange
Commission at 7:27 a.m. Eastern Time on November 24, 2021).
|
||
Description of Securities of Seelos Therapeutics, Inc.
|
Amendment to Convertible Promissory Note, by and between Seelos Therapeutics, Inc. and Lind Global Asset Management V, LLC, dated December 10, 2021 (incorporated by reference to Exhibit 4.22 to the
Company’s Form 10-K filed with the Securities and Exchange Commission on March 4, 2022).
|
||
Amendment No. 2 to Convertible Promissory Note, by and between Seelos Therapeutics, Inc. and Lind Global Asset Management V, LLC, dated February 8, 2023 (incorporated herein by reference to Exhibit
4.14 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2023).
|
||
Amendment No. 3 to Convertible Promissory Note, by and between Seelos Therapeutics, Inc. and Lind Global Asset Management V, LLC, dated May 19, 2023 (incorporated herein by reference to
Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2023).
|
||
Amendment No. 4 to Convertible Promissory Note and Amendment to Letter Agreement, by and between Seelos Therapeutics, Inc. and Lind Global Asset Management V, LLC, effective September 30,
2023 (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 2, 2023).
|
||
Form of Common Stock Warrant, dated March 14, 2023 (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 14, 2023).
|
||
Form of Common Stock Warrant, dated May 19, 2023 (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 19, 2023).
|
||
Form of Common Stock Warrant, dated December 1, 2023 (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 30, 2023).
|
||
Form of Common Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 30, 2024).
|
||
Form of CVR Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on July 30, 2018).
|
||
Form of Indemnification Agreement for the Company’s Directors and Officers (incorporated by reference to Exhibit 10.32 of the Company’s Registration Statement on Form S-4 filed on August 31,
2018).
|
||
License Agreement, dated September 21, 2016, by and among Seelos Therapeutics, Inc., Ligand Pharmaceuticals Incorporated, Neurogen Corporation and CyDex Pharmaceuticals, Inc. (incorporated
by reference to Exhibit 10.33 of the Company’s Registration Statement on Form S-4 filed on August 31, 2018).
|
||
Amendment to License Agreement, dated as of February 8, 2019, by and among Ligand Pharmaceuticals Incorporated, Neurogen Corporation, CyDex Pharmaceuticals, Inc., and Seelos Corporation
(incorporated herein by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2020).
|
||
Indemnity Agreement, dated July 8, 2016, by and between Seelos Therapeutics, Inc. and Raj Mehra, Ph.D. (incorporated by reference to Exhibit 10.36 of the Company’s Registration Statement on
Form S-4 filed on August 31, 2018).
|
||
Seelos Therapeutics, Inc. 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.39 of the Company’s Registration Statement on Form S-4 filed on August 31, 2018).
|
Form of Option Agreement under the Seelos Therapeutics, Inc. 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.40 of the Company’s Registration Statement on Form S-4 filed
on August 31, 2018).
|
||
Non-Employee Director Compensation Policy (incorporated herein by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on
March 10, 2023).
|
||
Seelos Therapeutics, Inc. 2019 Inducement Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on August 14, 2019).
|
||
Form of Stock Option Agreement under the Seelos Therapeutics, Inc. 2019 Inducement Plan (incorporated herein by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8
filed with the Securities and Exchange Commission on August 15, 2019).
|
||
Amended and Restated Exclusive License Agreement, dated August 29, 2019, by and between Seelos Therapeutics, Inc. and Stuart Weg, MD. (incorporated herein by reference to Exhibit 10.7 to the
Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2019).
|
||
Seelos Therapeutics, Inc. Amended and Restated 2012 Stock Long Term Incentive Plan, effective May 15, 2020 (incorporated herein by reference to
Appendix B to the Registrant’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 13, 2020).
|
||
Form of Stock Option Grant Notice and Stock Option Agreement under the Company’s 2012 Stock Long Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Form
10-Q filed with the Securities and Exchange Commission on August 11, 2014).
|
||
Seelos Therapeutics, Inc. 2020 Employee Stock Purchase Plan (incorporated herein by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed with the Securities and
Exchange Commission on April 13, 2020).
|
||
Securities Purchase Agreement, dated as of November 23, 2021, by and between Seelos Therapeutics, Inc. and Lind Global Asset Management V, LLC. (incorporated herein by reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission at 7:27 a.m. Eastern Time on November 24, 2021).
|
||
Security Agreement, dated as of November 23, 2021, by and between Seelos Therapeutics, Inc. and Lind Global Asset Management V, LLC. (incorporated herein by reference to Exhibit 10.2 to the Company’s Current
Report on Form 8-K filed with the Securities and Exchange Commission at 7:27 a.m. Eastern Time on November 24, 2021).
|
||
License Agreement, dated as of November 24, 2021, by and between Seelos Therapeutics, Inc. and iX Biopharma Europe Limited (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission at 8:20 a.m. Eastern Time on November 24, 2021).
|
||
Amended and Restated Employment Agreement by and between Seelos Therapeutics, Inc. and Raj Mehra, Ph.D., dated as of January 10, 2022 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2022).
|
||
Form of Securities Purchase Agreement, dated March 10, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on
March 14, 2023).
|
Form of Amendment No. 1 to Securities Purchase Agreement, by and between Seelos Therapeutics, Inc. and each purchaser identified on the signature pages thereto, dated May 19, 2023 (incorporated herein by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2023).
|
||
Form of Securities Purchase Agreement, dated September 21, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on
September 25, 2023).
|
||
Letter Agreement, dated September 21, 2023, by and between Seelos Therapeutics, Inc. and Lind Global Asset Management V, LLC (incorporated herein by reference to Exhibit 10.2 to the
Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 25, 2023).
|
||
Form of Securities Purchase Agreement, dated January 26, 2024 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on January 30, 2024).
|
||
Placement Agent Agreement, dated January 26, 2024 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 30, 2024).
|
||
|
Subsidiaries (incorporated herein by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 28, 2019).
|
|
Consent of KPMG, LLP, independent registered public accounting firm.
|
Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)
|
||
Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)
|
||
Seelos Therapeutics, Inc. Clawback Policy.
|
||
101.INS
|
XBRL Instance Document. (1)
|
|
101.SCH
|
XBRL Taxonomy Extension Schema. (1)
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase. (1)
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase. (1)
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase. (1)
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase. (1)
|
(1) |
Furnished, not filed.
|
+ |
All schedules and exhibits to the agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities Exchange
Commission upon request.
|
†
|
Confidential treatment has been granted for portions of this exhibit. Those portions have been omitted and filed separately with the
Securities and Exchange Commission.
|
‡ |
Filed herewith.
|
* |
Previously filed with the Original Form 10-K.
|
# |
Management compensatory plan or arrangement
|
^ |
Non-material schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the Securities
and Exchange Commission.
|
** |
Certain identified information has been omitted pursuant to Item 601(b)(10) of Regulation S-K because such information is both (i) not material and (ii) is of the type that the Company treats as private or confidential. The Company
hereby undertakes to furnish supplemental copies of the unredacted exhibit upon request by the Securities and Exchange Commission.
|
ITEM 16. |
FORM 10-K SUMMARY
|
Seelos Therapeutics, Inc.
|
|
Date: April 29, 2024
|
/s/ Raj Mehra, Ph.D.
|
Raj Mehra, Ph.D.
|
|
President and Chief Executive Officer
|
|
Date: April 29, 2024
|
/s/ Michael Golembiewski
|
Michael Golembiewski
|
|
Chief Financial Officer
|
(1)
|
I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Seelos Therapeutics, Inc.; and
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
|
Dated: April 29, 2024
|
By:
|
/s/ Raj Mehra, Ph.D.
|
Raj Mehra, Ph.D.
|
||
Chief Executive Officer & President
(Principal Executive Officer)
|
(1)
|
I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Seelos
Therapeutics, Inc.; and
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
|
Dated: April 29, 2024
|
By:
|
/s/ Michael Golembiewski
|
Michael Golembiewski
|
||
Chief Financial Officer
|
||
(Principal Financial Officer)
|
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