Seelos Therapeutics, Inc.
357,573 Shares of Common Stock
This prospectus relates solely to the resale by the investor listed in the section of this prospectus entitled "Selling Stockholder" (the
"Selling Stockholder"), of up to 357,573 shares of our common stock, par value $0.001 per share ("Common Shares"). The 357,573 Common Shares consist of (i) and
153,334 Common Shares (the "Shares") and (ii) 204,239 Common Shares issuable upon exercise of outstanding warrants to purchase Common Shares (the "Warrants")
issued by us on September 24, 2018, pursuant to that certain Securities Purchase Agreement, dated as of September 20, 2018, by and among us and the purchaser identified on the signature
pages thereto (the "SPA"). The Warrants are comprised of two series of warrants. The first series of Warrants are exercisable after March 24, 2019 at an exercise price equal to
$9.00 per share and the second series of warrants are exercisable after March 24, 2019 at an exercise price equal to $12.00 per share. We are registering the resale of the Shares and the
Common Shares underlying the Warrants (the "Warrant Shares") as required by the Registration Rights Agreement we entered into with the Selling Stockholder on September 24,
2018 (the "Registration Rights Agreement"). The Shares and the Warrant Shares are sometimes referred to in this prospectus, together, as the "Securities".
Our registration of the Securities covered by this prospectus does not mean that the Selling Stockholder will offer or sell any of the Securities. The Selling
Stockholder may sell the Securities 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 Stockholder, you should refer to the section of this prospectus entitled "Plan of Distribution" beginning on page 30 of this prospectus. We will not receive any of the
proceeds from the Securities sold by the Selling Stockholder, 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 Securities in this offering. The Selling Stockholder may, individually but not
severally, be deemed to be an "underwriter" within the meaning of the Securities Act of 1933, as amended, of the Securities that they are offering pursuant to this
prospectus. We will bear all costs, expenses and fees in connection with the registration of the Securities. The Selling Stockholder will bear all commissions and
discounts, if any, attributable to their respective sales of the Securities.
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 3 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.