Series B Warrants
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
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. The Series B Warrants are initially exercisable for no Common Shares. On each Reset Date, the number of Common Shares issuable upon exercise of the Series B
Warrants shall be increased to the number (if positive) obtained by subtracting (i) 1,829,406 from (ii) the quotient determined by dividing (a) the pro rata portion of the purchase price paid by
such holder pursuant to the SPA by (b) 80% of the average of the five lowest volume-weighted average trading price of a Common Share as quoted on Nasdaq during the applicable Reset
Period to date, provided that we shall in no event issue Common Shares pursuant to the exercise of the Warrants, in the aggregate, in excess of the Warrant Issuance Cap. In the event that we
are unable to issue Common Shares pursuant to an exercise of Warrants due to the application of the Warrant Issuance Cap, we will pay to the exercising holder an amount in cash per share
equal to the difference between the last closing trade price of Common Shares and the applicable exercise price, to the extent not previously paid to us.
For a complete description of our business, financial condition, results of operations and other important information, we refer you to our filings with the SEC that are
incorporated by reference in this prospectus, including our Annual Report on Form 10-K for the year ended December 31, 2017. For instructions on how to find copies of these documents, see
"Where You Can Find More Information".
We were incorporated under the laws of the State of Nevada in 1987. On January 24, 2019, we completed a reverse merger transaction with STI (the
"Merger") and, upon completion of the Merger, we changed our name to Seelos Therapeutics, Inc. On January 23, 2019, in connection with, and prior to the completion of, the
Merger, the Company effected a reverse stock split of the Company's common stock, par value $0.001 per share, at a ratio of 1-for-30 (the "Reverse Stock Split"). Shares of our
common stock commenced trading on the Nasdaq Capital Market under the ticker symbol "SEEL" as of market open on January 24, 2019. Unless otherwise noted, all references to
share amounts, and other information in this prospectus have been adjusted to reflect the Reverse Stock Split. Our principal executive offices are located at 300 Park Avenue, 12th Floor, New
York, NY 10022, and our telephone number is (646) 998-6475. Our website is located at www.seelostx.com. Any information contained on, or that can be accessed through, our website is not
incorporated by reference into, nor is it in any way part of this prospectus and should not be relied upon in connection with making any decision with respect to an investment in our securities.
We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. You may obtain any of the documents filed by us with the SEC at no cost
from the SEC's website at http://www.sec.gov.