SEELOS THERAPEUTICS, INC.
300 Park Avenue, 12th Floor
New York, New York 10022
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the Board) of Seelos Therapeutics, Inc. (the Company) for use at the Companys Annual Meeting of Stockholders (the Annual Meeting) to be held on Monday, May 13, 2019, at 8:00 a.m., local time, at Paul Hastings LLP, located at 200 Park Avenue, New York, New York 10166, and any adjournment(s) or postponement(s) thereof. This proxy statement is being mailed on or about April 15, 2019 to the stockholders of record of the Companys Common Stock, par value $0.001 per share (the Common Stock), as of April 5, 2019 (the Record Date).
Solicitation and Voting Procedures
The solicitation of proxies will be conducted by mail and the Company will bear all costs. These costs will include the expense of preparing and mailing proxy materials for the Annual Meeting and reimbursements paid to brokerage firms and others for their expenses incurred in forwarding solicitation material regarding the Annual Meeting to Beneficial Holders (defined below). The Company has engaged a proxy solicitation firm, Morrow Sodali LLC, 470 West Ave, Stamford, CT 06902, and may conduct further solicitation personally, by telephone or by facsimile with the assistances of our officers, directors and regular employees, none of whom will receive additional compensation for assisting with the solicitation. The Company expects that the out-of-pocket costs associated with solicitation of proxies will be approximately $5,000.
As of the Record Date, there were 20,213,762 shares of Common Stock issued and outstanding. Only holders of record of Common Stock at the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting. Each share of Common Stock outstanding on the Record Date is entitled to one vote on all matters.
Holders of record who hold shares of Common Stock directly on the Record Date must return a proxy by one of the methods described on the proxy card or attend the Annual Meeting in person in order to vote on the proposals. Investors who hold shares of Common Stock indirectly on the Record Date (Beneficial Holders) through a brokerage firm, bank or other financial institution (a Financial Institution) must return a voting instruction form to have their shares voted in accordance with their instructions. Financial Institutions have discretion to vote absent instructions with respect to certain routine matters, such as Proposal No. 2, the ratification of the independent registered public accounting firm, but not with respect to matters that are considered non-routine, such as Proposal Nos. 1, 3 and 4, the election of directors, the advisory vote on executive compensation and the advisory vote on the frequency of holding future advisory votes on executive compensation, respectively. A Broker Non-Vote occurs when a Financial Institution has not received instructions from the beneficial owner and does not have discretionary authority to vote the shares for these non-routine matters.
The presence, in person or by proxy, of a majority of the outstanding shares of Common Stock on the Record Date, will constitute a quorum for the transaction of business at the Annual Meeting and any adjournments thereof. Abstentions from voting on a proposal and Broker Non-Votes will count for purposes of determining a quorum but will not be counted as votes cast on any proposal. A description of the required vote for each proposal is included within each proposal below.