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S-3
SEELOS THERAPEUTICS, INC. filed this Form S-3 on 02/01/2019
Entire Document
 

SELLING STOCKHOLDER

The Common Shares being offered by the Selling Stockholder are those previously issued to the Selling Stockholder, and those issuable to the Selling Stockholder upon exercise of the Warrants. For additional information regarding the issuances of those Common Shares and Warrants, see "Summary - Private Placement of Common Shares and Warrants" above. We are registering the Common Shares in order to permit the Selling Stockholder to offer the Common Shares for resale from time to time. Except for the ownership of the Common Shares and the Warrants, the Selling Stockholder has not had any material relationship with us within the past three years.

The table below lists the Selling Stockholder and other information regarding the beneficial ownership of the Common Shares by the Selling Stockholder. The second column lists the number of Common Shares beneficially owned by the Selling Stockholder, based on its ownership of the Common Shares and Warrants, as of January 31, 2019, assuming exercise of the Warrants held by the Selling Stockholder on that date, without regard to any limitations on exercises.

The third column lists the Common Shares being offered by this prospectus by the Selling Stockholder.

In accordance with the terms of the Registration Rights Agreement, this prospectus generally covers the resale of the sum of (i) the number of Common Shares issued to the Selling Stockholder pursuant to the SPA and (ii) the maximum number of Common Shares issuable upon exercise of the related Warrants, determined as if the outstanding Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the Registration Rights Agreement, without regard to any limitations on the exercise of the Warrants. The fourth column assumes the sale of all of the Common Shares offered by the Selling Stockholder pursuant to this prospectus.

Under the terms of the Warrants, the Selling Stockholder may not exercise the Warrants to the extent such exercise would cause the Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of Common Shares which would exceed 4.99% of our then outstanding Common Shares following such exercise, excluding for purposes of such determination Common Shares issuable upon exercise of the Warrants which have not been exercised. The number of Common Shares in the second column does not reflect this limitation. The Selling Stockholder may sell all, some or none of their Common Shares in this offering. See "Plan of Distribution."



Name of Selling Stockholder

Number of Shares of
Common Stock Owned
Prior to Offering

Maximum Number of
Shares of Common Stock
to be Sold Pursuant to this
Prospectus

Number of Shares of
Common Stock Owned
After Offering

Armistice Capital Master Fund, Ltd. (1)

357,573

357,573

0

 

(1) The number of shares consists of (i) 153,334 Common Shares held directly by the Selling Stockholder and (ii) 204,239 Common Shares issuable upon exercise of the Warrants if, as a result of such exercise, the holder, together with its affiliates and any other person whose beneficial ownership of Common Shares would be aggregated with the holder's for purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% of the outstanding Common Shares. The reported securities are directly owned by Armistice Capital Master Fund Ltd., a Cayman Islands corporation, and may be deemed to be indirectly beneficially owned by Armistice Capital, LLC, as the investment manager of Armistice Capital Master Fund Ltd. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital, LLC and Director of Armistice Capital Master Fund Ltd. Armistice Capital, LLC and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein.

 

 

 

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