Seelos Therapeutics Announces Pricing of $6.7 Million Registered Direct Offering
2019年8月23日 - 10:00PM
Seelos Therapeutics, Inc. (Nasdaq: SEEL), a clinical-stage
biopharmaceutical company, announced today that it has entered into
a securities purchase agreement with certain institutional
investors, providing for the purchase and sale of 4,475,000 shares
of common stock at a price of $1.50 per share in a registered
direct offering, resulting in total gross proceeds of approximately
$6.7 million, before deducting the placement agents’ fees and other
estimated offering expenses. The Company also agreed to issue to
the investors unregistered warrants to purchase up to 2,237,500
shares of common stock in a concurrent private placement. The
warrants have an exercise price of $1.78 per share of common stock,
will be exercisable six months from the date of issuance and will
expire four years following the date of issuance.
The registered direct offering and concurrent
private placement are expected to close on or about August 27,
2019, subject to the satisfaction of customary closing
conditions.
Seelos currently intends to use the net proceeds from the
offering for general corporate purposes and to advance the
development of its product candidates.
Roth Capital Partners is acting as the sole placement agent for
the offering.
In connection with the registered direct offering and concurrent
private placement, the Company required each investor to enter into
a leak-out agreement until September 20, 2019. After giving effect
to the leak-out agreements, each such investor is limited to a
specified percentage of the trading volume on each trading day
during the restricted period. The maximum percentage of the trading
volume that an investor may sell is its pro rata portion of 35%.
Sales of common stock over $3.00 per share will be excluded from
the leak-out restrictions.
A shelf registration statement on Form S-3 (File No. 333-221285)
relating to the shares of common stock to be issued in the
registered direct offering was previously filed with the Securities
and Exchange Commission (the “SEC”) on November 2, 2017, amended on
December 1, 2017 and declared effective by the SEC on December 7,
2017. Such shares are being offered only by means of a prospectus.
A prospectus supplement and the accompanying prospectus relating to
and describing the terms of the registered direct offering will be
filed with the SEC and will be available on the SEC’s website at
www.sec.gov. When available, copies of the prospectus supplement
and the accompanying prospectus relating to the registered direct
offering may also be obtained by contacting Roth Capital Partners,
LLC, 888 San Clemente Drive, Newport Beach, California 92660, by
calling (800) 678-9147 or by e-mail at rothecm@roth.com.
The unregistered warrants described above were
offered in a private placement under Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Act”), and Regulation D
promulgated thereunder and, along with the shares of common stock
underlying the warrants, have not been registered under the Act or
applicable state securities laws. Accordingly, the warrants and
underlying shares of common stock may not be offered or sold in the
United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Act and such applicable state securities
laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or 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
disorders. The Company's robust portfolio includes several
late-stage clinical assets targeting psychiatric and movement
disorders, including orphan diseases. Seelos is based in New York,
New York. For more information, please visit our website:
http://seelostherapeutics.com, the content of which is not
incorporated herein by reference.
Forward-looking Statements:
This press release contains forward-looking statements related
to Seelos Therapeutics, Inc. and its subsidiaries under the safe
harbor provisions of Section 21E of the Private Securities
Litigation Reform Act of 1995 and subject to risks and
uncertainties that could cause actual results to differ materially
from those projected. Forward-looking statements include statements
regarding Seelos’ expectations on the timing and completion of the
financing and the anticipated use of proceeds therefrom and other
matters that are described in Seelos’ most recent periodic reports
filed with the Securities and Exchange Commission, including
Seelos’ Annual Report on Form 10-K for the year ended December 31,
2018, subsequent Quarterly Reports on Form 10-Q and the prospectus
supplement related to the registered direct offering filed with the
Securities and Exchange Commission on or about the date hereof,
including risks and uncertainties associated with general economic
and market conditions and the satisfaction of customary closing
conditions and the other risk factors set forth in those filings.
Investors are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
release and Seelos disclaims any intent or obligation to update
these forward-looking statements except as required by law.
Contact Information: Anthony Marciano Head of
Corporate Communications Seelos Therapeutics, Inc. (Nasdaq: SEEL)
300 Park Ave., 12th Fl New York, NY 10022 (646) 293-2136
anthony.marciano@seelostx.com www.seelostherapeutics.com
https://twitter.com/seelostx
https://www.linkedin.com/company/seelos
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