Item 1.01. Entry into a Material Definitive Agreement.
On February 10, 2020, Seelos Therapeutics, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement")
with The Benchmark Company, LLC (the "Representative"), as sole book-running manager and representative of the underwriters named therein (the
"Underwriters"), relating to an underwritten public offering (the "Offering") of 6,666,667 shares of the Company's common stock ("Common Stock"). The public
offering price is $0.75 per share of Common Stock and the Underwriters have agreed to purchase the Common Stock pursuant to the Underwriting Agreement at a price of $0.6975 per share.
Under the terms of the Underwriting Agreement, the Company also granted to the Underwriters an option, exercisable in whole or in part at any time for a period of 45 days from the date of the
Underwriting Agreement, to purchase up to an additional 999,999 shares of Common Stock to cover over-allotments, if any.
The Offering is being made pursuant to the Company's registration statement on Form S-1 (File No. 333- 236002), which was declared effective by the Securities and
Exchange Commission (the "SEC") on February 10, 2020.
Net proceeds from the Offering are expected to be approximately $4.3 million (excluding any sale of shares of Common Stock pursuant to the over-allotment option
granted to the Underwriters), after deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company. The purchase and sale of the Common Stock,
and the closing of the Offering, is expected to take place on or about February 13, 2020, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and covenants made by the Company. It also provides for customary indemnification by
each of the Company and the Underwriters, severally and not jointly, for losses or damages arising out of or in connection with the Offering, including for liabilities under the Securities Act of
1933, as amended, other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Underwriting Agreement, each of the Company's directors and executive
officers have entered into "lock-up" agreements with the Underwriters that generally prohibit, without the prior written consent of the Representative, the sale, transfer or other
disposition of securities of the Company until May 10, 2020.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Underwriting
Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K.
The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Underwriting Agreement is
incorporated herein by reference only to provide investors with information regarding the terms of the Underwriting Agreement, and not to provide investors with any other factual information
regarding the Company or its business, and should be read in conjunction with the disclosures in the Company's periodic reports and other filings with the SEC.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, such as statements related to the anticipated closing of the
Offering and the amount of proceeds expected from the Offering. The risks and uncertainties involved include the Company's ability to satisfy certain conditions to closing on a timely basis or at
all, market conditions, and other risks detailed from time to time in the Company's periodic reports and other filings with the SEC. You are cautioned not to place undue reliance on forward-
looking statements, which are based on the Company's current expectations and assumptions and speak only as of the date of this Current Report on Form 8-K. The Company does not intend to
revise or update any forward-looking statement in this Current Report on Form 8-K as a result of new information, future events or otherwise, except as required by law.
Item 8.01. Other Events.
On February 10, 2020, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Number
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Description
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1.1
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Underwriting Agreement, dated as of February 10, 2020, by and between Seelos Therapeutics, Inc. and The Benchmark Company, LLC, as representative of the underwriters named therein.
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99.1
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Press Release, dated February 10, 2020.
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* * *
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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: February 11, 2020
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By:
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/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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