Seelos Therapeutics Announces Pricing of $1.1 Million Registered Direct Offering and Concurrent Private Placement Priced At-the-Market Under Nasdaq Rules

Rhea-AI Summary

Seelos Therapeutics announced a $1.1 million registered direct offering and concurrent private placement. The company will sell 380,968 shares of common stock and pre-funded warrants for 81,239 shares at $2.46 per share. Additionally, they will issue unregistered warrants for 924,414 shares at $2.21 each, expiring five years from issuance.

The offering is set to close around May 21, 2024, pending customary conditions. Proceeds will support general corporate purposes, product development, and debt repayment. Roth Capital Partners is the sole placement agent. The direct offering is filed under an effective shelf registration statement with the SEC.

Positive

• Secured $1.1 million in funding.
• Intended use of proceeds includes advancing product development.
• Warrants are exercisable immediately, providing potential for future capital.
• Partnership with Roth Capital Partners, a reputable placement agent.

Negative

• Potential dilution of shares from the issuance of new stock.
• Dependence on satisfying customary closing conditions.
• Additional debt repayment indicates existing financial liabilities.
• Unregistered warrants may pose future regulatory and liquidity challenges.

NEW YORK, May 16, 2024 /PRNewswire/ -- Seelos Therapeutics, Inc. (Nasdaq: SEEL) ("Seelos" or the "Company"), a clinical-stage biopharmaceutical company focused on the development of therapies for central nervous system ("CNS") disorders and rare diseases, announced today that it has entered into a securities purchase agreement with certain institutional investors, providing for the purchase and sale of 380,968 shares of common stock and pre-funded warrants to purchase up to 81,239 shares of common stock at a price of $2.46 per share (or $2.459 per pre-funded warrant) in a registered direct offering priced at-the-market under Nasdaq rules, resulting in total gross proceeds of approximately $1.1 million, before deducting the placement agent's fees and other estimated offering expenses.

The Company also agreed to issue to the investors unregistered warrants to purchase up to 924,414 shares of common stock in a concurrent private placement. The warrants will have an exercise price of $2.21 per share of common stock, will be immediately exercisable upon issuance and will expire five years following the initial date of exercise.

The registered direct offering and concurrent private placement are expected to close on or about May 21, 2024, subject to the satisfaction of customary closing conditions.

Seelos currently intends to use the net proceeds from the offering for general corporate purposes, the advancement of the development of its product candidates and to make periodic principal and interest payments under, or to repay a portion of, its outstanding convertible promissory note.

Roth Capital Partners is acting as the sole placement agent for the offering.

The registered direct offering of the shares of common stock and pre-funded warrants described above is being made pursuant to an effective shelf registration statement on Form S-3 (File No 333-276119) previously filed with the U.S. Securities and Exchange Commission (the "SEC") on December 18, 2023, as declared effective by the SEC on December 27, 2023. The shares of common stock and pre-funded warrants are being offered in the registered direct offering only by means of a prospectus. A prospectus supplement and the accompanying prospectus relating to and describing the terms of the registered direct offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. When available, copies of the prospectus supplement and the accompanying prospectus relating to the registered direct offering may also be obtained by contacting Roth Capital Partners, LLC, 888 San Clemente Drive, Newport Beach, California 92660, by calling (800) 678-9147 or by e-mail at rothecm@roth.com.

The private placement of the unregistered warrants and the shares of common stock issuable upon exercise of the unregistered warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and/or Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws. Accordingly, the unregistered warrants and the shares of common stock issuable upon exercise thereof may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Seelos Therapeutics:

Seelos Therapeutics, Inc. is a clinical-stage biopharmaceutical company focused on the development and advancement of novel therapeutics to address unmet medical needs for the benefit of patients with CNS disorders and other rare diseases. The Company's robust portfolio includes several late-stage clinical assets targeting indications including Acute Suicidal Ideation and Behavior (ASIB) in Major Depressive Disorder (MDD), amyotrophic lateral sclerosis (ALS) and Spinocerebellar ataxia (SCA), as well as early-stage programs in Huntington's disease, Alzheimer's disease, and Parkinson's Disease.

Forward-Looking Statements:

Statements made in this press release, which are not historical in nature, constitute forward-looking statements related to Seelos for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. These statements include, among others, statements regarding the completion of the offering, the anticipated proceeds from the offering and the use of such proceeds. These statements are based on our current expectations and beliefs and are subject to a number of factors, risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The risks and uncertainties involved include those associated with general economic and market conditions and our ability to satisfy closing conditions applicable to the offering, our intended use of proceeds from the offering, as well as other risk factors and matters set forth in our periodic filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2023, subsequent Quarterly Reports on Form 10-Q, including Seelos' Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, and the prospectus supplement and the accompanying prospectus related to the public offering to be filed with the SEC. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, even if subsequently made available by us on our website or otherwise. We do not undertake any obligation to update, amend or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Contact Information: 

Anthony Marciano
Chief Communications Officer
Seelos Therapeutics, Inc. (Nasdaq: SEEL)
300 Park Avenue, 2nd Floor
New York, NY 10022
(646) 293-2136
anthony.marciano@seelostx.com

Mike Moyer
Managing Director
LifeSci Advisors, LLC
250 West 55th St., Suite 3401
New York, NY 10019
(617) 308-4306
mmoyer@lifesciadvisors.com

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SOURCE Seelos Therapeutics, Inc.

FAQ

What is the amount Seelos Therapeutics raised in the direct offering?

Seelos Therapeutics raised approximately $1.1 million.

What is the share price for Seelos Therapeutics' direct offering?

The share price is $2.46 per share.

When is the closing date for Seelos Therapeutics' direct offering?

The offering is expected to close around May 21, 2024.

What will Seelos Therapeutics use the proceeds from the direct offering for?

Proceeds will be used for general corporate purposes, product development, and debt repayment.

How many shares are included in Seelos Therapeutics' unregistered warrants?

The unregistered warrants cover up to 924,414 shares.

What is the exercise price for Seelos Therapeutics' unregistered warrants?

The exercise price is $2.21 per share.