This prospectus relates solely to the resale by the investors listed in the section of this prospectus entitled "Selling Stockholders"
(the "Selling Stockholders"), of up to 15,963,034 shares of our common stock, par value $0.001 per share ("Common Shares"). The 15,963,034 Common Shares consist
solely of Common Shares issuable upon exercise of outstanding warrants to purchase Common Shares (the "Warrants") issued by us on January 31, 2019, pursuant to that certain
Securities Purchase Agreement, dated as of October 16, 2018, by and among us, Seelos Therapeutics, Inc., a Delaware corporation (now known as Seelos Corporation) ("STI"),
and the investors listed on the Schedule of Buyers attached thereto (the "Buyers"), as amended (the "SPA"). The Warrants are comprised of two series of warrants, the
Series A Warrants to Purchase Common Stock (the "Series A Warrants") and the Series B Warrants to Purchase Common Stock (the "Series B Warrants").
The Series A Warrants have an exercise price of $4.15, were immediately exercisable upon issuance and have a term of 5 years from the date of issuance. The Series
B Warrants have an exercise price of $0.001, were immediately exercisable upon issuance and will expire on the day following the later to occur of (i) the 45th trading day immediately following
the earlier to occur of (a) the first date on which the holders can sell all the shares issuable upon exercise of the Warrants without restriction or limitation pursuant to Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"), and without the requirement to be in compliance with Rule 144(c)(1) and (b) January 24, 2020 (the "Reservation
Date"), and (ii) the date on which the Series B Warrants have been exercised in full (without giving effect to any limitation on exercise contained therein) and no shares remain issuable
thereunder. We are registering the resale of the Common Shares underlying the Warrants (the "Warrant Shares") as required by the Registration Rights Agreement we entered into
with the Selling Stockholders on October 16, 2018 (the "Registration Rights Agreement").
Our registration of the Warrant Shares covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of the Warrant
Shares. The Selling Stockholders may sell the Warrant Shares covered by this prospectus in a number of different ways and at varying prices. For additional information on the
possible methods of sale that may be used by the Selling Stockholders, you should refer to the section of this prospectus entitled "Plan of Distribution" beginning on page 34 of this
prospectus. We will not receive any of the proceeds from the Warrant Shares sold by the Selling Stockholders, other than any proceeds from any cash exercise of the Warrants.
No underwriter or other person has been engaged to facilitate the sale of the Warrant Shares in this offering. The Selling Stockholders may, individually but
not severally, be deemed to be an "underwriter" within the meaning of the Securities Act, of the Warrant Shares that they are offering pursuant to this prospectus. We
will bear all costs, expenses and fees in connection with the registration of the Warrant Shares. The Selling Stockholders will bear all commissions and discounts, if any,
attributable to their respective sales of the Warrant Shares.
You should read this prospectus, any applicable prospectus supplement and any related free writing prospectus carefully before you invest.
Investing in our Common Shares involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading "Risk
Factors" contained on page 4 of this prospectus, any applicable prospectus supplement and in any applicable free writing prospectuses, and under similar headings in the documents that
are incorporated by reference into this prospectus.
Our Common Shares are currently listed on the Nasdaq Capital Market under the symbol "SEEL". On January 31, 2019, the last reported sales
price for our Common Shares was $4.50 per share.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2019.