Print Page     Close Window     

SEC Filings

DEF 14A
SEELOS THERAPEUTICS, INC. filed this Form DEF 14A on 04/12/2019
Entire Document
 

TABLE OF CONTENTS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information with respect to the beneficial ownership, as of the Record Date, of Common Stock by (a) each of our Named Executive Officers and current directors individually, (b) our current directors and executive officers as a group and (c) each holder of more than 5% of the Company’s outstanding Common Stock.

Beneficial ownership and percentage ownership are determined in accordance with the Rule 13d-3 of the Exchange Act. Under these rules, shares of Common Stock issuable under stock options or warrants that are exercisable within 60 days of the Record Date are deemed outstanding for the purpose of computing the percentage ownership of the person holding the options or warrant(s), but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each stockholder named in the following table possesses sole voting and investment power over their shares of Common Stock, except for those jointly owned with that person’s spouse.

Name and Address of Beneficial Owner
Number of Shares
Beneficially Owned
Percentage of
Class (%)(1)
Ligand Pharmaceuticals Incorporated(2)
 
2,030,206
 
 
9.99
%
 
 
 
 
 
 
 
Directors and Named Executive Officers(3)
 
 
 
 
 
 
Raj Mehra, Ph.D.(4)
 
3,081,546
 
 
15.24
%
Robin L. Smith, M.D., Director(5)
 
11,558
 
 
 
*
Daniel J. O’Connor, J.D., Director(6)
 
11,558
 
 
 
*
Brian Lian, Ph.D., Director(7)
 
11,558
 
 
 
*
Richard W. Pascoe, Director(8)
 
21,740
 
 
 
*
Brian T. Dorsey, Former Senior Vice President, Chief Development Officer(9)
 
7,530
 
 
 
*
Neil Morton, Former Senior Vice President, Chief Business Officer(10)
 
7,039
 
 
 
*
All current executive officers and directors as a group (five persons)(11)
 
3,137,960
 
 
15.48
%
*Less than one percent.
(1)Percentage ownership is calculated based on a total of 20,213,762 shares of Common Stock issued and outstanding as of the Record Date.
(2)Represents (i) 1,921,581 shares of Common Stock held directly by Ligand Pharmaceuticals Incorporated (“Ligand”) and (ii) 108,625 shares of Common Stock issuable upon exercise of warrants. The directors and executive officers of Ligand may be deemed to beneficially own the shares held by Ligand as they control voting and investment decisions over Seelos' shares held by Ligand. Each of the directors and executive officers of Ligand disclaims beneficial ownership over the shares of common stock held by Ligand except to the extent of any respective pecuniary interest therein. Ligand's address is 3911 Sorrento Valley Blvd, #110, San Diego, CA 92121.
(3)Unless otherwise indicated, the address for each of our executive officers and directors is c/o 300 Park Avenue, 12th Floor, New York, NY 10022.
(4)Represents 3,081,546 shares of Common Stock held by Raj Mehra, Ph.D.
(5)Represents 11,558 shares of Common Stock issuable upon exercise of stock options.
(6)Represents 11,558 shares of Common Stock issuable upon exercise of stock options.
(7)Represents 11,558 shares of Common Stock issuable upon exercise of stock options.
(8)Represents (i) 5,180 shares of Common Stock held directly by Richard Pascoe, (ii) 59 shares of Common Stock issuable upon exercise of warrants and (iii) 16,501 shares of Common Stock issuable upon exercise of stock options.
(9)Represents (i) 3,864 shares of Common Stock held directly by Brian T. Dorsey and (ii) 3,666 shares of Common Stock issuable upon exercise of stock options. Mr. Dorsey's employment was terminated on August 30, 2018.
(10)Represents (i) 3,339 shares of Common Stock held directly by Neil Morton and (ii) 3,700 shares of Common Stock issuable upon exercise of stock options. Mr. Morton's employment was terminated on January 24, 2019.
(11)Comprised of shares beneficially owned by each of our directors, including Dr. Mehra, our Chairman, Chief Executive Officer, President & Interim Chief Financial Officer.

28


© Apricus Biosciences, Inc.