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SEC Filings

8-K
SEELOS THERAPEUTICS, INC. filed this Form 8-K on 02/06/2019
Entire Document
 

    this clause (v) and Common Stock exchanged pursuant to the Merger Agreement (as defined in the Securities Purchase Agreement) for shares of Seelos Common Stock (as defined in the Securities Purchase Agreement) issued or issuable pursuant to this clause (v)(A) deemed to be Excluded Securities shall not exceed the number of Exchange Shares (as defined in the Securities Purchase Agreement) issued in exchange of 350,000 shares of Seelos Common Stock (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the Subscription Date), (vi) pursuant to that certain Asset Purchase Agreement, dated as of March 6, 2018, by and between Seelos Therapeutics, Inc. and Vyera Pharmaceuticals AG f/k/a Turing Pharmaceuticals AG, as amended on May 18, 2018, and as may be further amended or restated from time to time; provided, 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 this clause (vi) and Common Stock exchanged pursuant to the Merger Agreement (as defined in the Securities Purchase Agreement) for shares of Seelos Common Stock issued or issuable pursuant to this clause (vi) deemed to be Excluded Securities shall not exceed the number of Exchange Shares issued in exchange of 250,000 shares of Seelos Common Stock (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the Subscription Date), and (vii) pursuant to one or more definitive agreements executed prior to or after the Subscription Date, to which Seelos or the Company is a party which govern the issuance or sale of equity securities concurrent with or following the effective time of the Merger; provided, 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 this clause (vii) and Common Stock exchanged pursuant to the Merger Agreement (as defined in the Securities Purchase Agreement) for shares of Seelos Common Stock issued or issuable pursuant to this clause (vii) deemed to be Excluded Securities shall not exceed the number of Exchange Shares issued in exchange of 350,000 shares of Seelos Common Stock (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the Subscription Date); provided, further, that any such issuance pursuant to this clause (vii) shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

  1. "Expiration Date" means the date sixty (60) months after the Issuance Date or, if such date falls on a day other than a Business Day or on which trading does not take place on the Principal Market (a "Holiday"), the next day that is not a Holiday.
  2. "Fundamental Transaction" means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or any of its "significant subsidiaries" (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to

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