UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2020

Seelos Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-22245

 

87-0449967

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

300 Park Avenue, 12th Floor, New York, NY

 

10022

(Address of principal executive offices)

 

(Zip Code)

Registrant's telephone number, including area code: (646) 293-2100

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

SEEL

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company      o     

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      o     

Item 3.03    Material Modification to Rights of Security Holders.

On May 15, 2020, Seelos Therapeutics, Inc. (the "Company") held its 2020 Annual Meeting of Stockholders (the "Meeting"). At the Meeting, the Company's stockholders approved an amendment to the Company's Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock, par value $0.001 per share ("Common Stock"), to a total of 360,000,000.

On May 18, 2020, the Company filed a Certificate of Amendment to the Amended and Restated Articles of Incorporation of the Company (the "Amendment Certificate") with the Secretary of State of the State of Nevada to increase the number of authorized shares of Common Stock from 120,000,000 to 360,000,000 (the "Share Increase Amendment") effective as of 11:06 AM Eastern Time on May 18, 2020. Any newly authorized shares of Common Stock were identical to the shares of Common Stock previously authorized and outstanding. The Share Increase Amendment did not alter the voting powers or relative rights of the Common Stock.

The Share Increase Amendment had no immediate dilutive effect on the proportionate voting power or other rights of the Company's existing stockholders. To the extent any of the Company's outstanding warrants, options or other convertible securities are exercised, or the Company issues additional shares of Common Stock in the future, the Company's stockholders will experience dilution. The Company's Board of Directors has no current plan to issue shares from the additional authorized shares provided by the Share Increase Amendment. However, any future issuance of additional authorized shares of Common Stock may, among other things, dilute the earnings per share of the Common Stock and the equity and voting rights of those holding Common Stock at the time the additional shares are issued. Additionally, this potential dilutive effect may cause a reduction in the market price of the Common Stock.

The foregoing description of the Amendment Certificate does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment Certificate, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 5.07    Submission of Matters to a Vote of Security Holders.

On May 15, 2020, the Company held the Meeting. At the Meeting, a total of 32,476,580 shares, or 73.8% of the Company's Common Stock issued and outstanding as of the record date, were represented virtually or by proxy.

At the Meeting, the Company's stockholders considered six proposals, each of which is described in more detail in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 13, 2020.

Set forth below is a brief description of each matter voted upon at the Meeting and the voting results with respect to each matter.

Proposal No. 1: To elect one Class III director, Richard W. Pascoe, nominated by the Company's Board of Directors, to serve until the 2023 Annual Meeting of Stockholders and until his successor is duly elected and qualified.

Nominee

For

Withheld

Broker Non-Votes

Richard W. Pascoe

15,814,395

2,822,530

13,839,655

2

Proposal No. 2: To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020.

For

Against

Abstentions

31,638,737

531,947

305,896

Proposal No. 3: To approve the Company's 2020 Employee Stock Purchase Plan.

For

Against

Abstentions

Broker Non-Votes

15,515,720

2,801,099

320,106

13,839,655

Proposal No. 4:  To approve an amendment to the Company's Amended and Restated 2012 Stock Long Term Incentive Plan to increase the number of shares authorized for issuance thereunder by 6,500,000 shares.

For

Against

Abstentions

Broker Non-Votes

14,023,724

4,181,269

431,932

13,839,655

Proposal No. 5: To conduct an advisory (non-binding) vote on executive compensation.

For

Against

Abstentions

Broker Non-Votes

15,494,676

2,091,402

1,050,847

13,839,655

Proposal No. 6:  To approve an amendment to the Company's Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock, par value $0.001 per share, to a total of 360,000,000.

For

Against

Abstentions

23,822,408

6,675,740

1,978,432

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

3.1

Certificate of Amendment to the Amended and Restated Articles of Incorporation of Seelos Therapeutics, Inc., filed May 18, 2020.

 

* * *

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Seelos Therapeutics, Inc.

 

 

 Date: May 19, 2020

By:

/s/ Raj Mehra, Ph.D.

 

 

 

Name: Raj Mehra, Ph.D.

 

 

 

Title: Chief Executive Officer, President and Interim Chief Financial Officer

 

 

 

 

4

 

May 18, 2020 8-K Exhibit 3.1

Exhibit 3.1

BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov

Profit Corporation:

Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390)
Certificate to Accompany Restated Articles or Amended and
Restated Articles (PURSUANT TO NRS 78.403)
Officer's Statement (PURSUANT TO NRS 80.030)

 

1. Entity information:

Name of entity as on file with the Nevada Secretary of State:
Seelos Therapeutics, Inc.
Entity or Nevada Business Identification Number (NVID):                                     C8119-1987

2. Restated or Amended and Restated Articles:

(Select one)

(If amending and restating only, complete section 1, 2 3, 5 and 6)

o   Certificate to Accompany Restated Articles or Amended and Restated Articles

o   Restated Articles - No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors
adopted on:                 

The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate.

o   Amended and Restated Articles

* Restated or Amended and Restated Articles must be included with this filing type.

3. Type of Amendment Filing Being Completed:

(Select only one box)

(If amending, complete section 1, 3, 5 and 6.)

o   Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380 - Before Issuance of Stock)

The undersigned declare that they constitute at least two-thirds of the following:

(Check only one box) o     incorporators    o     board of directors

The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued

x  Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: More than 50%

o   Officer's Statement (foreign qualified entities only) -
          Name in home state, if using a modified name in Nevada:
  

 

          Jurisdiction of formation: ________________________________________________

          Changes to takes the following effect:

o   The entity name has been amended.

o   The purpose of the entity has been amended.

o   The authorized shares have been amended.

o   Other: (specify changes)
___________________________________________________

o   Dissolution

o   Merger

o   Conversion

* Officer's Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles in the place of the corporations creation.

 

This form must be accompanied by appropriate fees.

Page 1 of 2
Revised: 1/1/2019

 

BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov

Profit Corporation:

Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390)
Certificate to Accompany Restated Articles or Amended and
Restated Articles (PURSUANT TO NRS 78.403)
Officer's Statement (PURSUANT TO NRS 80.030)

 

4. Effective Date and Time: (Optional)

Date:

Time:

(must not be later than 90 days after the certificate is filed)

5. Information Being Changed: (Domestic corporations only)

Changes to takes the following effect:

o   The entity name has been amended.

o   The registered agent has been changed. (attach Certificate of Acceptance from new registered agent)

o   The purpose of the entity has been amended.

x   The authorized shares have been amended.

o   The directors, managers or general partners have been amended.

o   IRS tax language has been added.

o   Articles have been added.

o   Articles have been deleted.

o   Other.

The articles have been amended as follows: (provide article numbers, if available)

Paragraph A of Article FIFTH is amended as set forth below.     

(attach additional page(s) if necessary)

6. Signature:

(Required)

X

/s/ Raj Mehra, Ph.D.

CEO

Signature of Officer or Authorized Signer

Title

X

Signature of Officer or Authorized Signer

Title

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

Please include any required or optional information in space below:
(attach additional page(s) if necessary)

Paragraph A of Article FIFTH of the Articles of Incorporation of Seelos Therapeutics, Inc. (the "Corporation"), as heretofore amended, is amended to read as follows:

"FIFTH: A. The total number of shares of all classes of stock which the Corporation shall have authority to issue is three hundred seventy million (370,000,000), consisting of three hundred sixty million (360,000,000) shares of common stock, par value one-tenth of one cent ($0.001) per share (the "Common Stock") and ten million (10,000,000) shares of preferred stock, par value one-tenth of one cent ($0.001) per share (the "Preferred Stock")."

 

This form must be accompanied by appropriate fees.

Page 2 of 2
Revised: 1/1/2019