|SEELOS THERAPEUTICS, INC. filed this Form 8-K on 02/06/2019|
shall be resolved pursuant to Section 12. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock
combination, reclassification or other similar transaction during the applicable calculation period.
- "Common Stock" means (i) the Company's shares of common stock, par value $0.001 per share, and (ii) any stock capital into which such
Common Stock shall have been changed or any stock capital resulting from a reclassification, reorganization or reclassification of such Common Stock.
- "Convertible Securities" means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of
- "Designee" means Hudson Bay Capital Management LP.
- "Eligible Market" means the Principal Market, the NYSE American, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock
- Intentionally omitted.
- Intentionally omitted.
- "Excluded Securities" means any Common Stock issued or issuable or deemed to be issued in accordance with Section 2(a) hereof by the Company: (i) under
any Approved Stock Plan; provided, further, that, during the period from the Subscription Date to January 24, 2021, no more than 20% in the aggregate of the sum of (x) the
number of outstanding shares of Common Stock as of the Subscription Date plus (y) such number of shares of Common Stock as are issued pursuant to the Merger Agreement, in each case, as
adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the Subscription Date, issued or
issuable (or deemed to be issued or issuable pursuant to Section 2(a)) pursuant to any Approved Stock Plan shall be deemed Excluded Securities, (ii) upon exercise of any SPA Warrants and any
Series B Warrants issued pursuant to the Securities Purchase Agreement; provided, that the terms of such SPA Warrants and Series B Warrants are not amended, modified or changed on
or after the Subscription Date, (iii) upon conversion, exercise or exchange of any Options or Convertible Securities which are outstanding on the day immediately preceding the Subscription Date;
provided, that such issuance of Common Stock upon exercise of such Options or Convertible Securities is made pursuant to the terms of such Options or Convertible Securities in effect on
the date immediately preceding the Subscription Date and such Options or Convertible Securities are not amended, modified or changed on or after the Subscription Date, (iv) pursuant to the
Merger Agreement or the Form S-4, (v) pursuant to that certain License Agreement, dated September 21, 2016, by and among Seelos Therapeutics, Inc., Ligand Pharmaceuticals Incorporated,
Neurogen Corporation and CyDex Pharmaceuticals, Inc., as may be amended or restated from time to time; provided, however, that the aggregate number of shares of Common
Stock issued or issuable (or deemed to be issued or issuable pursuant to Section 2(a)) pursuant to
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