Print Page     Close Window     

SEC Filings

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

  • the provision for redemption, if applicable, of the class or series of preferred stock;
  • the terms and conditions, if applicable, upon which the class or series of preferred stock will be convertible into common stock, including the conversion price or manner of calculation and conversion period;
  • voting rights, if any, of the class or series of preferred stock;
  • the relative ranking and preferences of the class or series of preferred stock as to dividend rights and rights, if any, upon the liquidation, dissolution or winding up of our affairs;
  • any limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the class or series of preferred stock as to dividend rights and rights, if any, upon liquidation, dissolution or winding up of our affairs; and
  • any other specific terms, preferences, rights, limitations or restrictions of the class or series of preferred stock.

Outstanding Warrants

As of January 31, 2019, in addition to the Warrants we are registering hereunder, warrants to purchase an aggregate of approximately 1,695,783 of our Common Shares with a weighted-average exercise price of approximately $7.64 per share were outstanding. We are registering the resale of the Common Shares issuable upon exercise of the Warrants pursuant to the registration statement of which this prospectus forms a part.

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. In addition, the exercise price and the number of Common Shares issuable upon exercise of the Warrants will be subject to adjustment in connection with stock splits, dividends or distributions or other similar transactions.

The Warrants also contain a "cashless exercise" feature that allows the holders to exercise the Warrants without making a cash payment in the event that there is no effective registration statement registering the Warrant Shares. The Warrants are subject to a blocker provision which restricts the 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 (including the Common Shares issuable upon such exercise), as such percentage ownership is determined in accordance with the terms of the Warrants.

All of our other outstanding warrants are currently exercisable, except to the extent that certain of them may be subject to a blocker provision, which restricts the exercise of a warrant if, as a result of such exercise, the warrant holder, together with its affiliates and any other person whose beneficial ownership of Common Shares would be aggregated with the warrant holder's for purposes of Section 13(d) of the Exchange Act, would beneficially own in excess of 4.99% or 9.99% of our then issued and outstanding Common Shares (including the Common Shares issuable upon such exercise), as such percentage ownership is determined in accordance with the terms of such warrant. All of our outstanding warrants contain provisions for the adjustment of the exercise price in the event of stock dividends, stock splits or similar transactions. In addition, certain of the warrants contain a "cashless exercise" feature that allows the holders thereof to exercise the warrants without a cash payment to us under certain circumstances.

Registration Rights

On September 24, 2018, we entered into the Registration Rights Agreement pursuant to which we agreed, among other things, that we will file with the SEC, by no later than February 23, 2019, a Registration Statement under the Securities Act that covers the resale of the Securities.

We are registering 357,573 Common Shares for resale pursuant to the registration statement of which this prospectus forms a part as required by the Registration Rights Agreement.

33



© Apricus Biosciences, Inc.