~~SPECIAL NOTE~~

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference ~~herein contain forward-looking statements. All statements other than statements of historical facts contained~~ in this prospectus may contain “forward-looking statements” by us within the meaning of Section 27A of the Securities Act and Section 21E of the ~~documents incorporated by reference herein are forward-looking~~Exchange Act, including, without limitation, statements ~~including statements~~as to expectations, beliefs and strategies regarding our future results of operations and financial position, business strategy, prospective products, product approvals, research and development costs, timing and likelihood of success, plans and objectives of management for future operations and future results of anticipated products.the future. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. This prospectus and the documents incorporated by reference herein also contain estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. This data involvesThese forward-looking statements rely on a number of assumptions concerning future events and ~~limitations,~~include statements relating to:

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the potential impact to our business, financial condition and ~~you~~employees, including disruptions to our clinical trials, preclinical studies, supply chain and operations;

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risks and uncertainties associated with our actual and proposed research and development activities, including our clinical trials and preclinical studies;

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the timing or likelihood of regulatory filings and approvals or of alternative regulatory pathways for our product candidates;

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the potential market opportunities for commercializing our product candidates;

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our expectations regarding the potential market size and the size of the patient populations for our product candidates, if approved for commercial use, and our ability to serve such markets;

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estimates of our expenses, future revenue, capital requirements and our needs for additional financing;

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our ability to continue as a going concern;

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our ability to maintain the listing of our Common Stock on the Nasdaq Capital Market;

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our ability to develop, acquire and advance our product candidates into, and successfully complete, clinical trials and preclinical studies and obtain regulatory approvals;

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the implementation of our business model and strategic plans for our business and product candidates;

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the initiation, cost, timing, progress and results of future and current preclinical studies and clinical trials, and our research and development programs;

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the terms of future licensing arrangements, and whether we can enter into such arrangements at all;

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timing and receipt or payments of licensing and milestone revenues or payments, if any;

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the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and our ability to operate our business without infringing the intellectual property rights of others;

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regulatory developments in the United States and foreign countries;

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the performance of our third-party suppliers and manufacturers;

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our ability to maintain and establish collaborations or obtain additional funding;

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the success of competing therapies that are currently or may become available;

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our financial performance; and

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developments and projections relating to our competitors and our industry.

Any forward-looking statements should be considered in light of these factors. Words such as “anticipates,” “believes,” “forecasts,” “potential,” “goal,” “contemplates,” “expects,” “intends,” “plans,” “projects,” “hopes,” “seeks,” “estimates,” “strategy,” “continues,” “ongoing,” “opportunity,” “could,” “would,” “should,” “likely,” “will,” “may,” “can,” “designed to,” “future,” “foreseeable future” and similar expressions and variations, and negatives of these words, identify forward-looking statements. These forward-looking statements are based on the expectations, estimates, projections, beliefs and assumptions of our management based on information currently available to management, all of which are subject to change. These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties

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that could cause actual results to differ materially from the results contemplated by the forward-looking statements. Many of the important factors that will determine these results and values are beyond our ability to control or predict. You are cautioned not to ~~give~~put undue ~~weight~~reliance on any forward-looking statements. Except as otherwise required by law, we do not assume any obligation to ~~such estimates.~~ update any forward-looking statements.

In ~~addition, projections, assumptions and estimates~~evaluating an investment in shares of our ~~future performance~~securities, you should carefully consider the discussion of risks and uncertainties described under the ~~future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk.~~

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statementsheading “Risk Factors” contained in this prospectus, and under similar headings in other documents, including in our Annual Report on Form 10-K for the ~~documents~~fiscal year ended December 31 , 2023 and in our other filings with the SEC, that are incorporated by reference in this prospectus. You should carefully read this prospectus together with the information incorporated by reference in this prospectus as described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” completely and with the understanding that our actual future results may be materially different from what we expect.

All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by our cautionary statements. The forward-looking statements included or incorporated by reference herein are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward- looking statements speakmade only as of the date of this prospectus (or as of the date of any such document incorporated by reference). We do not intend, and undertake no obligation, to update these forward-looking statements, except as required by law.

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in, or incorporated by reference into, this prospectus. This summary is not complete and may not contain all of the information that is important to you and that you should consider before deciding whether or not to invest in our securities. For a more complete understanding of Seelos and this offering, you should carefully read this prospectus, including any information incorporated by reference into this prospectus, in its entirety. Before you decide whether to purchase shares of our Common Stock, you should read this entire prospectus carefully, including the risks of investing in our securities discussed under the section of this prospectus entitled “Risk Factors” and similar headings in the other documents that are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part.

The Company

Overview

We are a clinical-stage biopharmaceutical company focused on achieving efficient development of products that address significant unmet needs in Central Nervous System (“CNS”) disorders and other rare disorders.

Our business model is to advance multiple late-stage therapeutic candidates with proven mechanisms of action that address large markets with unmet medical needs and for which there is a strong economic and scientific rationale for development.

Our product development pipeline is as follows:

Product	Indication	Development Phase	Development Status
SLS-002 Intranasal Racemic Ketamine	Acute Suicidal Ideation and Behavior (“ASIB”) in Major Depressive Disorder (“MDD”)	Phase II	Completed open-label patient enrollment and announced the initial topline data from Part 1 of the proof-of-concept (“PoC”) study on May 17, 2021; enrollment of Part 2 of a Phase II study closed in June 2023; topline data for Part 2 announced on September 20, 2023
SLS-005 IV Trehalose	Amyotrophic Lateral Sclerosis (“ALS”)	Phase II/III	Completed enrollment of final participants in February 2023 in the registrational study; data readout expected in the first quarter of 2024
	Spinocerebellar Ataxia (“SCA”)	Phase IIb/III	Announced dosing of the first participant in the registrational study in October 2022; enrollment of additional patients temporarily paused on March 29, 2023
	Huntington’s Disease (“HD”) and Alzheimer’s Disease (“AD”)	Phase II	Obtaining biomarker activity

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Product	Indication	Development Phase	Development Status
SLS-004	Parkinson’s Disease (“PD”)	Pre-IND	Preclinical in vivo studies ongoing; announced partial results from a study demonstrating downregulation of α-synuclein in December 2022; currently analyzing data while temporarily pausing additional spend
Gene Therapy
SLS-007	PD	Pre-IND	Preclinical study completed and analysis of the results ongoing; next steps for development of this program will be decided in concert with SLS-004 results and readouts, as both target the same pathway upstream; temporarily pausing additional spend
Peptide Inhibitor
SLS-009	HD, AD, ALS	Pre-IND	Preclinical in vivo studies ongoing

Lead Programs

Our lead programs are currently SLS-002 for the potential treatment of ASIB in adults with MDD and SLS-005 for the potential treatment of ALS and SCA. SLS-005 for the potential treatment of Sanfilippo Syndrome currently requires additional natural history data, which is being considered.

SLS-002 is intranasal racemic ketamine with two investigational new drug applications (“INDs”). The lead program is focused on the treatment of ASIB in MDD. SLS-002 was originally derived from a Javelin Pharmaceuticals, Inc./Hospira, Inc. program with 16 clinical studies involving approximately 500 subjects. SLS-002 is being developed to address an unmet need for an efficacious drug to treat suicidality in the United States. Traditionally, anti-depressants have been used in this setting but many of the existing treatments are known to contribute to an increased risk of suicidal thoughts in some circumstances, and if and when they are effective, it often takes weeks for the full therapeutic effect to be manifested. We believe there is a large opportunity in the United States and European markets for products in this space. Based on information gathered from the databases of the Agency for Healthcare Research and Quality, there were approximately 1.48 million visits to emergency rooms for suicidal ideation or suicide attempts in 2017 in the United States alone. Experimental studies suggest ketamine has the potential to be a rapid, effective treatment for depression and suicidality.

The clinical development program for SLS-002 includes two parallel healthy volunteer studies (Phase I). We announced interim data from our Phase I study of SLS-002 during the quarterly period ended March 31, 2020. As a result, in March 2020, we completed a Type C meeting with the U.S. Food and Drug Administration (the “FDA”) and received guidance to conduct a Phase II PoC study of SLS-002 for ASIB in adults with MDD, to support the further clinical development of this product candidate, together with nonclinical data under development.

As a result of the Type C meeting and the Fast Track designation for SLS-002 for the treatment of ASIB in patients with MDD, we believe we are well positioned to pursue the FDA’s expedited programs for drug development and review.

On June 23, 2020, we announced the final safety data from our Phase I pharmacokinetics/pharmacodynamics study of intranasal racemic ketamine (SLS-002) as well as the planned design of a Phase II double blind, placebo-controlled PoC study for ASIB in subjects with MDD. We initiated this PoC study in two parts: Part 1 was an open-label study of 17 subjects, and was followed by Part 2, which is a

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double blind, placebo-controlled study of approximately 175 subjects. On January 15, 2021, we announced dosing of the first subjects in Part 1 of the PoC study. On March 5, 2021, we announced the completion of open-label enrollment of subjects in Part 1 of the PoC study. On May 17, 2021, we announced positive topline data from Part 1 of the PoC study, the open-label cohort, of our study of SLS-002 (intranasal racemic ketamine), demonstrating a significant treatment effect and a well-tolerated safety profile for ASIB in patients with MDD. This study enrolled 17 subjects diagnosed with MDD requiring psychiatric hospitalization due to significant risk of suicide with a baseline score of ≥ 28 points on the Montgomery-Åsberg Depression Rating Scale (“MADRS”), a score of 5 or 6 on MADRS Item-10, a score of ≥ 15 points on the Sheehan-Suicidality Tracking Scale (S-STS) and a history of previous suicide attempt(s), as confirmed on the Columbia Suicide Severity Rating Scale (C-SSRS) with a history of at least one actual attempt, or if the attempt was interrupted or aborted, is judged to have been serious in intent. SLS-002 demonstrated a 76.5% response rate (response meaning 50% reduction from baseline) in the primary endpoint on MADRS 24 hours after first dose, with a mean reduction in total score from 39.4 to 14.5 points.

On July 6, 2021, we announced dosing of the first subject in Part 2 of the Phase II study. Based on feedback from a Type C meeting with the FDA in June 2021, we increased the subjects in Part 2 to increase the sample size and power to support a potential marketing application. On June 20, 2023, we announced the close of enrollment of this study and released the topline results on September 20, 2023.

SLS-005 is IV trehalose, a protein stabilizer that crosses the blood-brain barrier and activates autophagy and the lysosomal pathway. Based on preclinical and in vitro studies, there is a sound scientific rationale for developing trehalose for the treatment of ALS, SCA and other indications such as Sanfilippo Syndrome. Trehalose is a low molecular weight disaccharide (0.342 kDa) that protects against pathological processes in cells. It has been shown to penetrate muscle and cross the blood-brain barrier. In animal models of several diseases associated with abnormal cellular protein aggregation, it has been shown to reduce pathological aggregation of misfolded proteins as well as to activate autophagy pathways through the activation of Transcription Factor EB (“TFEB”), a key factor in lysosomal and autophagy gene expression. Activation of TFEB is an emerging therapeutic target for a number of ~~risks, uncertainties~~diseases with pathologic accumulation of storage material.

Trehalose 90.5 mg/mL IV solution has demonstrated promising clinical potential in prior Phase II clinical development for oculopharyngeal muscular dystrophy (“OPMD”) and ~~assumptions,~~spinocerebellar ataxia type 3 (“SCA3”), also known as Machado Joseph disease, with no significant safety signals to date and encouraging efficacy results. Pathological accumulation of protein aggregates within cells, whether in the CNS or in muscle, and eventually leads to loss of function and ultimately cell death. Prior preclinical studies indicate that this platform has the potential to prevent mutant protein aggregation in other devastating PolyA/PolyQ diseases.

We own three U.S. patents for parenteral administration of trehalose for patients with OPMD and SCA3, all of which are expected to expire in 2034. In addition, Orphan Drug Designation (“ODD”) for OPMD and SCA3 has been secured in the United States and in the European Union (“EU”). In February 2019, we assumed a collaborative agreement, turned subsequently into a research grant, with Team Sanfilippo Foundation (“TSF”), a nonprofit medical research foundation founded by parents of children with Sanfilippo Syndrome. On April 30, 2020, we were granted ODD for SLS-005 in Sanfilippo Syndrome from the FDA. SLS-005 was previously granted ODD from the FDA and European Medicines Agency (the “EMA”) for SCA3 and OPMD as well as Fast Track designation for OPMD. On August 25, 2020, we were issued U.S. patent number 10,751,353 titled “COMPOSITIONS AND METHODS FOR TREATING AN AGGREGATION DISEASE OR DISORDER” which relates to trehalose (SLS-005). The issued patent covers the method of use for trehalose (SLS-005) formulation for treating a disease or disorder selected from any one of the following: spinal and bulbar muscular atrophy, dentatombral-pallidoluysian atrophy, Pick’s disease, corticobasal degeneration, progressive supranuclear palsy, frontotemporal dementia or parkinsonism linked to chromosome 17. On May 15, 2020, we were granted Rare Pediatric Disease Designation (“RPDD”) for SLS-005 in Sanfilippo Syndrome from the FDA. RPDD is an incentive program created under the Federal Food, Drug, and Cosmetic Act to encourage the development of new therapies for the prevention and treatment of certain rare pediatric diseases. On May 27, 2021, we announced that we were granted ODD for SLS-005 in ALS from the EMA. In December 2020, we announced the selection of SLS-005 for the Healey ALS platform trial led by Harvard Medical School, Massachusetts. The Healey ALS

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platform trial is designed to study multiple potential treatments for ALS simultaneously. The platform trial model aims to greatly accelerate the study access, reduce costs and shorten development timelines. On February 28, 2022, we announced the dosing of the first participants in the Healey ALS platform trial. In November 2021, we announced the FDA acceptance of an IND and grant of Fast Track designation for SLS-005 for the treatment of SCA. In July 2022, we also announced dosing of the first patient in an open-label basket study in Australia for the treatment of patients with ALS, SCA, and Huntington’s disease (“HD”). In October 2022, we also announced the dosing of the first participant in the registrational Phase II/III study for the treatment of SCA. In March 2023, we announced that in order to focus the majority of our resources on the Phase II study of SLS-002 (intranasal racemic ketamine) for ASIB in adults with MDD and the fully enrolled Phase II/III study of SLS-005 in ALS, we have temporarily paused additional enrollment of patients in the SLS-005-302 study in SCA. Patients already enrolled will continue in the study and data will continue to be collected in order to make decisions for resuming enrollment in the future. This temporary pause has been implemented as a business decision due to financial considerations, and is not based on any data related to safety or therapeutic effects.

Additionally, we are developing several preclinical programs, most of which have well-defined mechanisms of action, including SLS-004, licensed from Duke University, and SLS-007, licensed from The Regents of the University of California, for the potential treatment of PD.

Strategy and Ongoing Programs

SLS-002: The clinical development program for SLS-002 includes two parallel healthy volunteer studies (Phase I). Following these Phase I studies, we completed a Type C meeting with the FDA in March 2020 and received guidance to conduct a Phase II PoC study of SLS-002 for ASIB in adults with MDD. We released topline data for Part 1 of our open-label study on May 17, 2021. We initiated enrollment in Part 2 of the Phase II study on July 6, 2021, closed enrollment in June 2023, and released the topline data results in the third quarter of 2023.

SLS-005: We completed enrollment in February 2023 for a clinical study in ALS and began enrollment for a clinical study in SCA in October 2022. In December 2020, we announced the selection of SLS-005 for the Healey ALS platform trial led by Harvard Medical School, Massachusetts. The Healey ALS platform trial is designed to study multiple potential treatments for ALS simultaneously. The platform trial model aims to greatly accelerate the study access, reduce costs, and shorten development timelines. On February 28, 2022, we announced dosing of the first participants in the Healey ALS platform trial. In February 2023, we announced the completion of enrollment of the study and data readout is expected in the first quarter of 2024.

In November 2021, we announced the FDA acceptance of an IND and grant of Fast Track designation for SLS-005 for the treatment of SCA. In July 2022, we announced dosing of the first patient in an open-label basket study in Australia for the treatment of patients with ALS, SCA, and HD. In October 2022, we also announced the dosing of the first participant in the registrational Phase II/III study for the treatment of SCA.

During 2022, we received regulatory approval in Australia to commence a study pursuing the collection of certain biomarker data in patients with AD.

We are also continuing to consider trials in Sanfilippo Syndrome and are seeking more natural history data based on the guidance from regulatory agencies.

In March 2023, we announced that in order to focus the majority of our resources on the ongoing Phase II study of SLS-002 (intranasal racemic ketamine) for ASIB in patients with MDD and the fully enrolled Phase II/III study of SLS-005 in ALS, we have temporarily paused additional enrollment of patients in the SLS-005-302 study in SCA. Patients already enrolled will continue in the study and data will continue to be collected in order to make decisions for resuming enrollment in the future. This temporary pause has been implemented as a business decision due to financial considerations, and is not based on any data related to safety or therapeutic effects.

SLS-004 is an all-in-one lentiviral vector, targeted for gene editing through DNA methylation within intron 1 of the synuclein alpha (“SNCA”) gene that expresses alpha-synuclein (“α-synuclein”) protein. SLS-004, when delivered to dopaminergic neurons derived from human-induced pluripotent stem cells of a

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PD patient, modified the expression on α-synuclein and exhibited reversal of the disease-related cellular-phenotype characteristics of the neurons. The role of mutated SNCA in PD pathogenesis and the need to maintain the normal physiological levels of α-synuclein protein emphasize the yet unmet need to develop new therapeutic strategies, such as SLS-004, targeting the regulatory mechanism of α-synuclein expression. On May 28, 2020, we announced the initiation of a preclinical study of SLS-004 in PD through an all-in-one lentiviral vector targeting the SNCA gene. We are constructing a bimodular viral system harboring an endogenous α-synuclein transgene and inducible regulated repressive CRISPR/dCas9-unit to achieve suppression of PD-related pathologies. On July 7, 2021, we announced positive in vivo data demonstrating down-regulation of SNCA mRNA and protein expression under this study. In December 2022, we announced in vivo data demonstrating that a single dose of SLS-004 was successful in reversing some of the key hallmarks of PD in a humanized mouse model. These findings observed in an in vivo humanized PD model validate and extend prior findings from in vitro data using SLS-004. SLS-004 demonstrated therapeutically desirable change in SNCA expression that led to reversing the key hallmarks of PD in the model towards normal physiological levels, indicating disease modifying effect of single dose administration of SLS-004, a CRISPR/dCas-9 based gene therapy for PD. We have halted any further investment in this program until additional funding is received.

SLS-007 is a rationally designed peptide-based approach, targeting the nonamyloid component core (“NACore”) of α-synuclein to inhibit the protein from aggregation. Recent in vitro and cell culture research has shown that SLS-007 has the ability to stop the propagation and seeding of α-synuclein aggregates. We will evaluate the potential for in vivo delivery of SLS-007 in a PD transgenic mice model. The goal will be to establish in vivo pharmacokinetics/pharmacodynamics and target engagement parameters of SLS-007, a family of anti-α-synuclein peptidic inhibitors. On June 25, 2020, we announced the initiation of a preclinical study of SLS-007 in PD delivered through an adeno-associated viral (“AAV”) vector targeting the non-amyloid component core of α-synuclein. We have initiated an in vivo preclinical study of SLS-007 in rodents to assess the ability of two specific novel peptides, S62 and S71, delivered via AAV1/2 vector, to protect dopaminergic function in the AAV A53T overexpression mice model of PD. Production of AAV1/2 vectors encoding each of the two novel peptides incorporating hemagglutinin tags has already been completed. The results are currently being analyzed and the next steps for development of this program will be decided in concert with SLS-004 results and readouts, as both target the same pathway upstream.

SLS-009 is our first internally created program, which follows the mechanism of action known as PROTACs (protein-targeting chimeric molecules), which uses the body’s own natural process of autophagy and lysosomal degradation to clear out mutant and misfolded proteins in the body. SLS-009 induces autophagy and enhances lysosomal clearance by augmenting existing endogenous cellular degradation pathways to remove only the mutant and neurotoxic proteins.

We intend to become a leading biopharmaceutical company focused on neurological and psychiatric disorders, including orphan indications. Our business strategy includes:

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advancing SLS-002 in ASIB in MDD and post-traumatic stress disorder;

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advancing SLS-004 in PD;

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advancing SLS-005 in ALS, SCA, HD and Sanfilippo Syndrome;

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advancing new formulations of SLS-005 in neurological diseases; and

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acquiring synergistic assets in the CNS therapy space through licensing and partnerships.

We also have two legacy product candidates: a product candidate in the United States for the treatment of erectile dysfunction, which we ~~discuss in greater detail in~~in-licensed from Warner Chilcott Company, Inc., now a subsidiary of Allergan plc; and a product candidate which has completed a Phase IIa clinical trial for the ~~documents incorporated by reference herein, including under the heading “Risk Factors.”~~treatment of Raynaud’s Phenomenon, secondary to scleroderma, for which we own worldwide rights.

Nasdaq Minimum Bid Notice and Minimum Market Value Notice

On November 1, 2023, we received written notice (the “First Notice”) from The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possibleNasdaq Stock Market LLC (“Nasdaq”) indicating that, for management to predict all risk factors and uncertainties. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this prospectus or the documents incorporated by reference herein, whether as a result of any new information, future events, changed circumstances or otherwise. For all forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

~~USE OF PROCEEDS~~

~~We estimate that the net proceeds to us from this offering will be approximately $7.1 million, based upon the assumed public offering price of $1.60 per unit, which is~~ the last ~~reported sale~~30 consecutive business days, the bid price for our common stock had closed below the minimum $1.00 per share requirement for continued listing on ~~The NASDAQ~~the Nasdaq Capital

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Market under Nasdaq Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”). On January 12, 2024, we received a letter from Nasdaq notifying us that we regained full compliance with Nasdaq Listing Rule 5550(a)(2) as of December 13, 2023, after the closing bid price of our common stock had been at $1.00 per share or greater for 11 consecutive business days from November 28, 2023 through December 12, 2023.

In addition, on November 2, 2023, we received written notice (the “Second Notice”) from Nasdaq indicating that, for the last 32 consecutive business days, the market value of our listed securities has been below the minimum requirement of $35 million for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (“Rule 5550(b)(2)”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), we have been provided a period of 180 calendar days, or until April 30, 2024, to regain compliance. The Second Notice states that the Nasdaq staff will provide written notification that we have achieved compliance with Rule 5550(b)(2) if at any time before April 30, 2024, the market value of our common stock closes at $35 million or more for a minimum of ten consecutive business days.

The Second Notice has no immediate effect on the listing or trading of our common stock and the common stock will continue to trade on the Nasdaq Capital Market under the symbol “SEEL.”

If we do not regain compliance with Rule 5550(b)(2) by April ~~18, 2017,~~30, 2024, we will receive written notification that our securities are subject to delisting. In the event we receive any such notification, we may appeal the Nasdaq staff’s determination to delist our securities, but there can be no assurance the Nasdaq staff would grant any request for continued listing.

We intend to monitor the market value of our common stock and consider available options if our common stock does not trade at a level likely to result in us regaining compliance with the minimum market value of listed securities rule by April 30, 2024. There can be no assurance that we will be able to regain compliance with Nasdaq’s minimum market value of listed securities rule or that we will otherwise be in compliance with the other listing standards for the Nasdaq Capital Market.

Recent Developments

Reverse Stock Split

On November 27, 2023, we filed a Certificate of Change with the Secretary of State of the State of Nevada to (i) effect a 1-for-30 reverse stock split (the “Reverse Stock Split”) of our issued and outstanding shares of common stock, effective at 12:01 a.m. Eastern Time, on November 28, 2023, and (ii) decrease the number of total authorized shares of our common stock from 480,000,000 shares to 16,000,000 shares. Our common stock began trading on a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market at the opening of the market on November 28, 2023. Unless specifically provided otherwise herein, the share and per share information in this prospectus gives effect to the Reverse Stock Split.

Public Offering

Pursuant to an underwriting agreement (the “Underwriting Agreement”) with Titan Partners Group, LLC, a division of American Capital Partners, LLC (“Titan”), on December 1, 2023, we sold, in an underwritten public offering (i) 1,781,934 shares (the “ December Shares”) of our common stock, (ii) pre-funded warrants to purchase up to 2,422,612 shares of common stock (the “ December Pre-Funded Warrants”) and (iii) accompanying common stock warrants to purchase up to 4,204,546 shares of common stock (the “December Common Warrants” and together with the Pre-Funded Warrants, the “December Warrants”). The combined public offering price for each share of common stock and accompanying December Common Warrant to purchase one share of common stock was $1.32 and the combined public offering price for each share of common stock subject to a December Pre-Funded Warrant and accompanying December Common Warrant to purchase one share of common stock was $1.319. The net proceeds to us were approximately $5.0 million, after deducting ~~estimated~~the underwriting discounts and commissions and ~~estimated offering expenses, and excluding the proceeds, if any, from the exercise of the warrants issued pursuant to this offering.~~

A $0.10 increase or decrease in the assumed public offering price of $1.60 per unit would increase (decrease) the net proceeds to us from this offering by $0.5 million, assuming the number of units offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We may also increase or decrease the number of shares we are offering. An increase or decrease of 500,000 units in the number of units offered by us would increase (decrease) the net proceeds to us from this offering by approximately $0.7 million, assuming that the public offering price stays the same, and after deducting the estimated underwriting discounts and commissions andother estimated offering expenses payable by us.

The ~~principal purpose~~December Pre-Funded Warrants were exercisable immediately and had an exercise price of this offering is to obtain additional capital to support our operations. We intend to use the net proceeds of this offering to fund activities in connection with our planned re-submission of our NDA for Vitaros to the FDA and for general corporate purposes and working capital.

We believe that our existing cash and cash equivalents, together with the net proceeds from this offering, will be sufficient to fund our operations for at least the next 12 months. The amounts and timing of these expenditures are primarily driven by the necessary development efforts required for the Vitaros NDA re-submission, as well as the cash used in our operations.$0.001 per share. As of the date of this prospectus, we cannot specify with certainty all of the particular uses of the proceeds from this offering. Accordingly, we will retain broad discretion over the use of such proceeds. Pending the uses described above, we may invest the net proceeds in cash and cash equivalents, including short-term, interest-bearing, investment-grade securities.

~~DILUTION~~

Investors purchasing units, which includes shares of our common stock, in this offering will experience immediate and substantial dilution in the as adjusted net tangible book value of their shares of common stock. Dilution per share represents the difference between the public offering price per unit and the as adjusted net tangible book value per share of our common stock immediately after the offering.

~~Our net tangible book deficit as~~ of December 31, ~~2016 was approximately $7,516,000, or $(0.97)~~2023, the December Pre-Funded Warrants had been exercised in full.

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The per share exercise price for the December Common Warrants is $1.32, subject to adjustment as provided therein. The December Common Warrants were exercisable immediately and expire on December 1, 2028. Each holder of ~~common stock. Net tangible book value (deficit) per share~~a December Common Warrant does not have the right to exercise any portion of ~~common stock is calculated by subtracting our total liabilities from our total tangible assets, which is total assets less intangible assets, and dividing this amount by~~its December Common Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% or, at the election of the purchaser, 9.99%, of the number of shares of the common stock ~~outstanding.~~

~~After~~outstanding immediately after giving effect to ~~our sale of 5,000,000 units in this offering, at an assumed public offering~~such exercise (the “December Common Warrant Beneficial Ownership Limitation”); provided, however, that upon 61 days’ prior notice to us, the holder may increase the December Common Warrant Beneficial Ownership Limitation, but not to above 9.99%. The exercise price ~~of $1.60 per share, which is the last reported sale price for our common stock on The NASDAQ Capital Market on April 18, 2017,~~ and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book deficit as of December 31, 2016 would have been approximately $0.5 million, or $0.04 per share of common stock. This represents an immediate increase in net tangible book value of $0.93 per share to existing stockholders and an immediate dilution in net tangible book value of $1.64 per share to new investors purchasing shares of our common stock in this offering.

~~The following table illustrates this dilution on a per-share basis:~~

Assumed public offering price per unit    $ 1.60
Historical net tangible book deficit per share as of December 31, 2016    $ (0.97 )
Increase per share attributable to new investors purchasing shares in this offering    0.93

As adjusted net tangible book deficit per share after giving effect to this offering    $ (0.04 )
Dilution per share to new investors participating in this offering    $ 1.64

Each $0.10 increase (decrease) in the assumed public offering price of $1.60 per unit, which is the last reported sale price of our common stock on The NASDAQ Capital Market on April 18, 2017, would increase (decrease) our as adjusted net tangible book value by $0.04 per share and the dilution in as adjusted net tangible book value per share to new investors in this offering by $0.06 per share, assuming the number of units offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We may also increase or decrease the number of units we are offering. An increase of 500,000 units in the number of units offered by us would increase our as adjusted net tangible book value by $0.02 per share and decrease the dilution to new investors in this offering by approximately $0.06 per share, assuming that the assumed public offering price remains the same, and after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by us. Similarly, a decrease of 500,000 shares in the number of shares offered by us would decrease our as adjusted net tangible book value by $0.02 per share and increase the dilution to new investors in this offering by approximately $0.06 per share, assuming that the public offering price remains the same, and after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by us.

~~The number of shares of our common stock to be outstanding after this offering is based on 7,733,205 shares of common stock outstanding as of December 31, 2016, and excludes:~~

~~414,865~~ shares of common stock issuable upon the exercise of ~~outstanding~~the December Common Warrants is subject to adjustment in the event of any stock ~~options~~dividend, stock split, reverse stock split, recapitalization, reorganization or similar transaction, as described in the December Common Warrants.

Authorized Share Increase

As previously disclosed on a Current Report on Form 8-K filed on January 10, 2024, on January 10, 2024, we held a Special Meeting of ~~December 31, 2016, at a weighted average exercise price~~Stockholders (the “Special Meeting”). At the Special Meeting, our stockholders approved an amendment to our Amended and Restated Articles of ~~$17.23 per share;~~

~~115,115~~Incorporation, as amended (the “Articles”), to increase the number of authorized shares of our common stock ~~subject~~ to ~~restricted stock unit awards outstanding as~~a total of ~~December 31, 2016;~~400,000,000.

~~80,386~~On January 10, 2024, we filed a Certificate of Amendment to the Articles (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada to increase the number of authorized shares of our common stock ~~that have been reserved for issuance as of December 31, 2016 in connection with future grants under our stock option plans;~~

~~2,317,846~~from 16,000,000 to 400,000,000 (the “Authorized Share Increase”). Any newly authorized shares of our common stock ~~issuable upon the exercise of outstanding warrants as of December 31, 2016, at a weighted average exercise price of $15.19 per share;~~

~~8,577 shares of common stock that have been issued since December 31, 2016;~~

were identical to the shares of our common stock previously authorized and outstanding. The Certificate of Amendment did not alter the voting powers or relative rights of our common stock.

Receipt of Minutes from its End of Phase II Meeting with the United States Food and Drug Administration (“FDA”)

On January 22, 2024, we announced the receipt of minutes from our end of Phase II meeting with the FDA for our Phase II SLS-002-201 study. In the meeting minutes, the FDA agreed that the primary endpoint in a Phase III trial could be the change from baseline in the MADRS total score at Day 16, rather than the 24-hour timepoint that was selected in the Phase II SLS-002-201 study. The key secondary endpoint could be the change from baseline at 24 hours on the suicidality scale. This agreement with the FDA gives us further confidence for our Phase III development of SLS-002 as data in the Phase II study showed clinically significant treatment differences from placebo on both the Day 16 MADRS (p-value: 0.012) and the 24-hour Sheehan- Suicidality Tracking Scale (S-STS) (p-value: 0.008).

January 2024 Offering

On January 26, 2024, we entered into the Securities Purchase Agreement with the Selling Stockholders, pursuant to which we agreed to issue and sell 3,404,256 shares (the “January Shares”) of Common Stock in a registered direct offering (the “Registered Direct Offering”). In a concurrent private placement (the “Private Placement” and together with the Registered Direct Offering, the “Offering”), we also agreed to issue and sell to the Selling Stockholders the Warrants to purchase up to 3,404,256 shares of Common Stock. The combined purchase price for one Share and accompanying Warrant to purchase one share for each share of Common Stock purchased was $1.175.

The Warrants have an exercise price of $1.05 per share of common stock, are exercisable immediately upon issuance and expire five years following the initial date of exercise. Each holder of a Common Warrant will not have the right to exercise any portion of its Warrant if the holder, together with its affiliates, would beneficially own more than the Warrant Beneficial Ownership Limitation; provided, however, that upon 61 days’ prior notice to us, the holder may increase the Warrant Beneficial Ownership Limitation, but not to above 9.99%. The exercise price and number of shares of Common Stock issuable upon the exercise of the ~~warrants offered hereby;~~Warrants will be subject to adjustment in the event of any stock dividend, stock split, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Warrants. If at any time after the six month anniversary of the date of issuance, a registration statement covering the issuance of the shares of

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Common Stock issuable upon exercise of the Warrants is not available for the issuance, then the holders may exercise the Warrants by means of a “cashless exercise.”

The Warrants are not and will not be listed for trading on any national securities exchange or other nationally recognized trading system.

On January 26, 2024, we also entered into a placement agent agreement (the “Placement Agent Agreement” and together with the Securities Purchase Agreement, the “Agreements”) with A.G.P./Alliance Global Partners (the “Placement Agent”), pursuant to which the Placement Agent acted as placement agent for the Offering and we agreed to pay the Placement Agent an aggregate fee equal to 7% of the aggregate gross proceeds received by us from the sale of the securities in the Offering. The Placement Agent Agreement includes indemnity and other customary provisions for transactions of this nature. We also agreed to reimburse the Placement Agent for up to $50,000 for the Placement Agent’s legal fees and expenses and non-accountable expenses in an amount not to exceed $15,000.

We also agreed, pursuant to the Securities Purchase Agreement, to file a registration statement on Form S-1 by February 2, 2024 to provide for the resale of the Shares. We are filing the registration statement of which this prospectus forms a part as required pursuant to the foregoing provision in the Securities Purchase Agreement.

The closing of the Offering occurred on January 30, 2024.

Corporate Information

Our principal executive offices are located at 300 Park Avenue, 2nd Floor, New York, NY 10022, and our telephone number is (646) 293-2100. Our website is located at www.seelostherapeutics.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it in any way part of, this prospectus and should not be relied upon in connection with making any decision with respect to an investment in our securities. We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. You may obtain any of the documents filed by us with the SEC at no cost from the SEC’s website at www.sec.gov.

We are a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act, and have elected to take advantage of certain of the scaled disclosure available for smaller reporting companies in this prospectus as well as our filings under the Exchange Act.

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RISK FACTORS

Investing in shares of our Common Stock involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described under “Risk Factors” in our most recent Annual Report on Form 10-K, and the updates in our Quarterly Reports on Form 10-Q, together with all of the other information appearing in or incorporated by reference into this prospectus before deciding whether to purchase any of the Common Stock being offered. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of shares of our Common Stock could decline due to any of these risks, and you may lose all or part of your investment.

Risks Related to the Company

Our debt agreement contains restrictive and financial covenants that may limit our operating flexibility and the failure to comply with such covenants could cause our outstanding debt to become immediately payable.

On November 23, 2021, we issued and sold the outstanding convertible promissory note in an initial aggregate principal amount of $22.0 million (the “Note”) to Lind Global Asset Management V, LLC (“Lind”). The Note, as amended, contains certain restrictive covenants and event of default provisions, including restrictions on certain sales or other dispositions of company assets, restrictions on entering into certain variable-rate transactions and a covenant requiring us to maintain an aggregate minimum balance equal to 50% of the then outstanding principal amount under the Note or more in cash and cash equivalents commencing on March 28, 2024. As of February 21, 2024, the outstanding principal amount of the Note was approximately $12.6 million. In the event we fail to meet the minimum cash balance as required under the Note, and if we are unable to cure such default within fifteen days from its occurrence or otherwise obtain a waiver from Lind or amend the terms of the Note, we would trigger a default under the Note. If we are not able to comply or regain compliance with any of the covenants in, or otherwise trigger a default under, the Note, Lind could declare the Note immediately due and payable, which would require us to pay 120% of the outstanding principal amount of the Convertible Promissory Note and would have a material adverse effect on our liquidity, financial condition, operating results, business and prospects, and could cause the price of our common stock to decline. In addition, since the borrowings under the Note are secured by a first priority lien on our assets, Lind would be able to foreclose on our assets if we do not cure any default or pay any amounts due and payable under the Note. In addition, upon an Event of Default (as defined in the Note), Lind shall have the right to convert the then outstanding principal amount of the Note into shares of our common stock at the lower of (x) the then-current conversion price (which is currently $180.00 per share, subject to adjustment in certain circumstances as described in the Note) and (y) 85% of the average of the five lowest daily volume weighted average price of our common stock during the 20 trading days prior to the delivery by Lind of a notice of conversion.

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USE OF PROCEEDS

We will receive no proceeds from the sale of the Shares by the Selling Stockholders. We may, however, receive cash proceeds equal to the total exercise price of the Warrants to the extent that the Warrants are exercised for cash. The exercise price of the Warrants is $1.05 per share of Common Stock. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants may be adjusted in certain circumstances, including stock splits, dividends or distributions, or other similar transactions. However, the Warrants contain a “cashless exercise” feature that allow the holders to exercise the Warrants without making a cash payment to us in the event that, if at any time after the six month anniversary of the initial issuance date of the Warrants, there is no registration statement registering, or no current prospectus is available for, the resale of the Shares. There can be no assurance that any of these Warrants will be exercised by the Selling Stockholders at all or that the Warrants will be exercised for cash rather than pursuant to the “cashless exercise” feature. To the extent we receive proceeds from the cash exercise of the Warrants, we intend to use such proceeds for general corporate purposes, to advance the development of its product candidates and to make periodic principal and interest payments under, or to repay a portion of, the Note. We do not have any specific plans for acquisitions or other business combinations at this time. Our management will retain broad discretion in the allocation of the net proceeds from the exercise of the Warrants.

The Selling Stockholders will pay any underwriting discounts and commissions and any similar expenses they incur in disposing of the Shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the Shares covered by this prospectus. These may include, without limitation, all registration and filing fees, printing fees and fees and expenses of our counsel and accountants.

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DETERMINATION OF OFFERING PRICE

The prices at which the shares of Common Stock covered by this prospectus may actually be sold will be determined by the prevailing public market price for shares of our common stock or by negotiations between the Selling Stockholders and buyers of our common stock in private transactions or as otherwise described in “Plan of Distribution.”

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SELLING STOCKHOLDERS

Unless the context otherwise requires, as used in this prospectus, “Selling Stockholders” includes the selling stockholders listed below and donees, pledgees, transferees or other successors-in-interest selling shares received after the date of this prospectus from a selling stockholder as a gift, pledge or other non-sale related transfer.

We have prepared this prospectus to allow the Selling Stockholders or their successors, assignees or other permitted transferees to sell or otherwise dispose of, from time to time, up to 3,404,256 shares of our Common Stock. The 3,404,256 shares of Common Stock to be offered hereby are issuable to the Selling Stockholders in connection with the exercise of the Warrants.

We issued the Warrants to the Selling Stockholders pursuant to Securities Purchase Agreement. The Warrants have an exercise price of $1.05 per share of Common Stock, subject to adjustment as provided in the Warrants, are currently exercisable and have an expiration date of January 30, 2029. Under the terms of the Warrants, a Selling Stockholder may not exercise the Warrants to the extent such exercise would cause such Selling Stockholder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed the Warrant Beneficial Ownership Limitation of 4.99%, or, at the election of the Selling Stockholder, 9.99%; provided, however, that upon 61 days’ prior notice to us, the Selling Stockholder may increase the Warrant Beneficial Ownership Limitation, but not to above 9.99%. The maximum number of shares of Common Stock to be offered for resale pursuant to this prospectus by each Selling Stockholder listed in the table below does not reflect this limitation. The Selling Stockholders may sell all, some or none of the shares of Common Stock issuable upon exercise of the Warrants in this offering. See the section of this prospectus entitled “Plan of Distribution”.

All of the 3,404,256 shares of Common Stock to be offered hereby will be issued in reliance on the exemption from securities registration in Section 4(a)(2) under the Securities Act and Rule 506 of Regulation D promulgated thereunder.

The shares of Common Stock to be offered by the Selling Stockholders are “restricted” securities under applicable federal and state securities laws and are being registered under the Securities Act to give the Selling Stockholders the opportunity to sell these shares publicly. The registration of these shares does not require that any of the shares be offered or sold by the Selling Stockholders. Subject to these resale restrictions, the Selling Stockholders may from time to time offer and sell all or a portion of their shares indicated below in privately negotiated transactions or on the Nasdaq Capital Market or any other market on which our Common Stock may subsequently be listed.

The registered shares may be sold directly or through brokers or dealers, or in a distribution by one or more underwriters on a firm commitment or best effort basis. To the extent required, the names of any agent or broker-dealer and applicable commissions or discounts and any other required information with respect to any particular offering will be set forth in a prospectus supplement. See the section of this prospectus entitled “Plan of Distribution”. The Selling Stockholders and any agents or broker-dealers that participate with the Selling Stockholders in the distribution of registered shares may be deemed to be “underwriters” within the meaning of the Securities Act, and any commissions received by them and any profit on the resale of the registered shares may be deemed to be underwriting commissions or discounts under the Securities Act.

No estimate can be given as to the amount or percentage of Common Stock that will be held by the Selling Stockholders after any sales made pursuant to this prospectus because the Selling Stockholders are not required to sell any of the Shares being registered under this prospectus. The following table assumes that the Selling Stockholders will sell all of the Shares listed in this prospectus.

Except for the purchase of the Note by Lind and related transactions and as otherwise indicated in the footnotes below, the Selling Stockholders have not had any material relationship with us or any of our affiliates within the past three years other than as a security holder.

We have prepared this table based on written representations and information furnished to us by or on behalf of the Selling Stockholders. Since the date on which the Selling Stockholders provided this information, the Selling Stockholders may have sold, transferred or otherwise disposed of all or a portion of the shares

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of Common Stock in a transaction exempt from the registration requirements of the Securities Act. Unless otherwise indicated in the footnotes below, we believe that: (1) none of the Selling Stockholders are broker-dealers or affiliates of broker-dealers, (2) no Selling Stockholder has direct or indirect agreements or understandings with any person to distribute their Shares, and (3) the Selling Stockholders have sole voting and investment power with respect to all Shares beneficially owned, subject to applicable community property laws. To the extent any Selling Stockholder identified below is, or is affiliated with, a broker-dealer, it could be deemed, individually but not severally, to be an “underwriter” within the meaning of the Securities Act. Information about the Selling Stockholders may change over time. Any changed information will be set forth in supplements to this prospectus, if required.

The following table sets forth information with respect to the beneficial ownership of our Common Stock held, as of February 21, 2024, by the Selling Stockholders and the number of Shares being registered hereby and information with respect to shares to be beneficially owned by the Selling Stockholders after completion of the offering of the shares for resale. The percentages in the following table reflect the shares beneficially owned by the Selling Stockholders as a percentage of the total number of shares of Common Stock outstanding as of February 21, 2024. As of such date, 13,680,576 shares of Common Stock were outstanding.

	Shares Beneficially Owned Prior to the Offering of Shares for Resale(1)				Maximum Number of Shares of Common Stock to be Offered for Resale Pursuant to this Prospectus		Shares Beneficially Owned After the Offering of Shares for Resale(1)(2)
Name	Number		Percentage		Number		Number		Percentage
Armistice Capital Master Fund Ltd.		1,276,596(3)(4)		9.33%		1,276,596(4)(5)		1,276,596(3)		8.54%
Entities affiliated with The Lind Partners, LLC		916,365(6)(7)		9.99%		1,276,596(7)(8)		916,365(9)		6.57%
Sabby Volatility Warrant Master Fund, Ltd.		718,514(10)(11)		4.99%		851,064(11)(12)		763,213(13)		4.99%
TOTAL		—		—		3,404,256		—		—

Less than 1%.

(1)

Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Common Stock subject to warrants, ~~being~~options and other convertible securities held by that person that are currently exercisable or exercisable within 60 days of January 30, 2024 are deemed outstanding. Shares subject to warrants, options and other convertible securities, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

(2)

Assumes that the Selling Stockholders dispose of all of the shares of Common Stock covered by this prospectus and do not acquire beneficial ownership of any additional shares. The registration of these shares does not necessarily mean that the Selling Stockholders will sell all or any portion of the shares covered by this prospectus. Also assumes that all of the Warrants are exercised in full.

(3)

Consists of 1,276,596 shares of Common Stock held directly. “Common Stock Beneficially Owned Before this Offering” and “Shares Beneficially Owned After the Offering of Shares for Resale” excludes (i) 1,276,596 shares of Common Stock issuable upon exercise of a Warrant, which is currently exercisable, except to the extent such exercise is restricted by the Warrant Beneficial Ownership Limitation of 4.99%, as such percentage ownership is determined in accordance with the terms of the Warrant, and (iii) 1,590,145 shares of Common Stock issuable upon exercise of a warrant, which is currently exercisable, except to the extent such exercise is restricted by a blocker provision which restricts the exercise of such warrant if, as a result of such exercise, the holder, together with its affiliates and any other person whose beneficial ownership of shares of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% of the outstanding shares of Common Stock, as such percentage ownership is determined in accordance with the terms of the warrant. Therefore, due to the beneficial ownership limitations, the

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number of shares of Common Stock into which the warrants are exercisable is limited to that number of shares of Common Stock that would result in the applicable holder thereof, together with its affiliates, having an aggregate beneficial ownership of no more than 4.99% of the total issued and outstanding shares of Common Stock.

(4)

The reported securities directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”), and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. The warrants are subject to a beneficial ownership limitation of 4.99%, which such limitation restricts the Selling Stockholder from exercising that portion of the warrants that would result in the Selling Stockholder and its affiliates owning, after exercise, a number of shares of common stock in excess of the beneficial ownership limitation. The address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.

(5)

Consists of 1,276,596 shares of Common Stock issuable upon exercise of a Warrant, which is currently exercisable, without giving effect to the blocker provision described above.

(6)

Consists of (i) 910,800 shares of Common Stock held directly by Lind Global Fund II LP, (ii) 5,565 shares of Common Stock held directly by Lind, (iii) 70,244 shares of Common Stock issuable upon conversion of the Note held by Lind, which is currently convertible by Lind at any time at the current conversion price of $180.00 per share of Common Stock (subject to adjustment as provided therein), and (iv) 430,061 shares of Common Stock issuable upon exercise of a Warrant that is held by Lind Global Fund II LP and is currently exercisable, except to the extent such exercise is restricted by the Warrant Beneficial Ownership Limitation of 9.99%, as such percentage ownership is determined in accordance with the terms of the Warrant. Lind may not convert any portion of the Note to the extent such conversion would cause Lind, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 4.99% of our then outstanding Common Stock (or 9.99% of our then outstanding Common Stock to the extent Lind, together with its affiliates, beneficially owns in excess of 4.99% of shares of our then outstanding Common Stock at the time of such conversion. Excludes (i) 846,535 shares of Common Stock issuable upon exercise of a Warrant that is held by Lind Global Fund II LP and that is currently exercisable, but such shares have been excluded because the exercise thereof is restricted by the Warrant Beneficial Ownership Limitation of 9.99%, as such percentage ownership is determined in accordance with the terms of the Warrant, and (ii) 946,949 shares of Common Stock issuable upon exercise of a warrant held by Lind Global Fund II LP, which is currently exercisable, but such shares have been excluded because the exercise thereof is restricted by a blocker provision which restricts the exercise of such warrant if, as a result of such exercise, the holder, together with its affiliates and any other person whose beneficial ownership of shares of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% of the outstanding shares of Common Stock, as such percentage ownership is determined in accordance with the terms of the warrant.

(7)

Lind Global Partners II LLC, the general partner of Lind Global Fund II LP, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund II LP. Jeff Easton, the managing member of Lind Global Partners II LLC, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund II LP. Jeff Easton is the Managing Member of The Lind Partners, LLC, which is the Investment Manager of Lind Global Fund II LP and Lind, and in such capacity has the right to vote and dispose of the securities held by such entities. Mr. Easton disclaims beneficial ownership over the securities listed except to the extent of his pecuniary interest therein. The address for Lind Global Fund II LP is 444 Madison Avenue, 41st Floor, New York, NY 10022.

(8)

Consists solely of 1,276,596 shares of Common Stock issuable upon exercise of a Warrant, without giving effect to the blocker provision described above, which is currently exercisable.

(9)

Consists of (i) 910,800 shares of Common Stock held directly by Lind Global Fund II LP, (ii) 5,565 shares of Common Stock held directly by Lind, and (iii) 70,244 shares of Common Stock issuable upon conversion of the Note held by Lind, which is currently convertible by Lind at any time at the current conversion price of $180.00 per share of Common Stock (subject to adjustment as provided therein). Excludes 946,949 shares of Common Stock issuable upon exercise of a warrant held by Lind Global

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Fund II LP, which is currently exercisable, except to the extent such exercise is restricted by a blocker provision which restricts the exercise of such warrant if, as a result of such exercise, the holder, together with its affiliates and any other person whose beneficial ownership of shares of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% of the outstanding shares of Common Stock, as such percentage ownership is determined in accordance with the terms of the warrant and. Therefore, due to the beneficial ownership limitations, the number of shares of Common Stock into which the warrant is exercisable is limited to that number of shares of Common Stock that would result in the applicable holder thereof, together with its affiliates, having an aggregate beneficial ownership of no more than 4.99% of the total issued and outstanding shares of Common Stock.

(10)

Consists of 718,514 shares of Common Stock issuable upon exercise of a Warrant that is currently exercisable, except to the extent such exercise is restricted by the Warrant Beneficial Ownership Limitation of 4.99%, as such percentage ownership is determined in accordance with the terms of the Warrant. Excludes (i) 133,550 shares of Common Stock issuable upon exercise of a Warrant that is currently exercisable, but such shares have been excluded because the exercise thereof is restricted the Warrant Beneficial Ownership Limitation of 4.99%, as such percentage ownership is determined in accordance with the terms of the Warrant, and (ii) 1,583,336 shares of Common Stock issuable upon exercise of a warrant, which is currently exercisable, but such shares have been excluded because the exercise thereof is restricted by a blocker provision which restricts the exercise of such warrant if, as a result of such exercise, the holder, together with its affiliates and any other person whose beneficial ownership of shares of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% of the outstanding shares of Common Stock, as such percentage ownership is determined in accordance with the terms of the warrant.

(11)

Sabby Management, LLC, the investment manager to Sabby Volatility Warrant Master Fund, Ltd. (“Sabby”), has discretionary authority to vote and dispose of the shares held by Sabby and may be deemed to be the beneficial owner of these shares. Hal Mintz, in his capacity as manager of Sabby Management, LLC, may also be deemed to have investment discretion and voting power over the shares held by Sabby. Sabby Management, LLC and Mr. Mintz each disclaim any beneficial ownership of these shares.

(12)

Consists solely of 851,064 shares of Common Stock issuable upon exercise of a Warrant, without giving effect to the blocker provision described above, which is currently exercisable.

(13)

Consists of 763,213 shares of Common Stock issuable upon exercise of a warrant that is currently exercisable, except to the extent such exercise is restricted by a blocker provision which restricts the exercise of such warrant if, as a result of such exercise, the holder, together with its affiliates and any other person whose beneficial ownership of shares of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% of the outstanding shares of Common Stock, as such percentage ownership is determined in accordance with the terms of the warrant. Excludes 820,123 shares of Common Stock issuable upon exercise of such warrant, which is currently exercisable, but such shares have been excluded because the exercise thereof is restricted by a blocker provision which restricts the exercise of such warrant if, as a result of such exercise, the holder, together with its affiliates and any other person whose beneficial ownership of shares of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% of the outstanding shares of Common Stock, as such percentage ownership is determined in accordance with the terms of the warrant.

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PLAN OF DISTRIBUTION

We are registering the shares of Common Stock issuable upon exercise of the Warrants previously issued to the ~~underwriter~~Selling Stockholders to permit the resale of these shares of Common Stock by the holders of the Warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the Selling Stockholders of the shares of Common Stock. We will bear all fees and expenses incident to our obligation to register the shares of Common Stock.

The Selling Stockholders may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of Common Stock are sold through underwriters or broker-dealers, the Selling Stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. The Selling Stockholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. These sales may be effected in transactions, which may involve cross or block transactions:

•

on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

•

in the over-the-counter market;

•

in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

•

through the writing of options, whether such options are listed on an options exchange or otherwise;

•

in ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•

in block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•

through purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•

in an exchange distribution in accordance with the rules of the applicable exchange;

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in privately negotiated transactions;

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in short sales;

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through the distribution of the Common Stock by any Selling Stockholder to its partners, members or stockholders;

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through one or more underwritten offerings on a firm commitment or best efforts basis;

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in sales pursuant to Rule 144;

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whereby broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

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in a combination of any such methods of sale; and

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in any other method permitted pursuant to applicable law.

If the Selling Stockholders effect such transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the Selling Stockholders or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of Common Stock or otherwise, the Selling Stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of Common Stock in the course of hedging in positions they assume. The Selling Stockholders may also sell shares of Common Stock short and deliver shares of Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The Selling Stockholders may also loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares.

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The Selling Stockholders may pledge or grant a security interest in some or all of the shares of Common Stock or the Warrants owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock from time to time pursuant to this ~~offering.~~prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as Selling Stockholders under this prospectus. The Selling Stockholders also may transfer and donate the shares of Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

ToThe Selling Stockholders, individually and not severally, and any broker-dealer participating in the ~~extent~~distribution of the shares of Common Stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of Common Stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of Common Stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the Selling Stockholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers. The Selling Stockholders may indemnify any broker-dealer that ~~outstanding exercisable options~~participates in transactions involving the sale of the shares of Common Stock against certain liabilities, including liabilities arising under the Securities Act.

Under the securities laws of some states, the shares of Common Stock may be sold in such states only through registered or ~~warrants are exercised, you may experience further dilution.~~licensed brokers or dealers. In addition, wein some states the shares of Common Stock may ~~choose~~not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any Selling Stockholder will sell any or all of the shares of Common Stock registered pursuant to ~~raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient~~the registration statement of which this prospectus is a part.

~~funds for our current or future operating plans. To the extent that we raise additional capital by issuing equity securities or convertible debt, your ownership~~The Selling Stockholders and any other person participating in such distribution will be ~~further diluted. The bullets above do not reflect the effect~~subject to applicable provisions of the ~~2016 Warrant Amendment.~~Exchange Act and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of Common Stock by the Selling Stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of Common Stock to engage in market-making activities with respect to the shares of Common Stock. All of the foregoing may affect the marketability of the shares of Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of Common Stock.

We will incur costs, fees and expenses in effecting the registration of the shares of Common Stock issuable pursuant to the Warrants, estimated to be $55,512.52 in total, including, without limitation, all registration, filing and stock exchange fees, printing expenses, all fees and expenses of complying with applicable securities laws and the fees and disbursements of our counsel and of our independent registered public accounting firm and reasonable fees; provided, however, that a Selling Stockholder will pay all underwriting discounts and selling commissions, if any.

Once sold under the registration statement of which this prospectus is a part, the shares of Common Stock will be freely tradable in the hands of persons other than our affiliates.

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DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock is not complete and may not contain all the information you should consider before investing in our capital stock. This description is summarized from, and qualified in its entirety by reference to, our ~~amended~~Amended and ~~restated articles~~Restated Articles of ~~incorporation,~~Incorporation, as amended, which have been publicly filed with the SEC. See “Where You Can Find More ~~Information; Incorporation by Reference.~~Information.”

Our authorized capital stock consists of:

~~15,000,000~~•

400,000,000 shares of common stock, $0.001 par value; and

•

10,000,000 shares of preferred stock, $0.001 par value.

Common Stock

~~As of December 31, 2016, there were 7,733,205 shares of our common stock outstanding.~~Voting Rights. Holders of ~~our~~ common stock are entitled to one vote per share for the election of directors and on all other matters that require stockholder approval. Holders of ~~shares of~~ common stock do not have any cumulative voting rights.

Liquidation Rights. Subject to any preferential rights of any outstanding preferred stock, in the event of ~~our~~the Company’s liquidation, dissolution or winding up, holders of ~~our~~ common stock are entitled to share ratably in the assets remaining after payment of liabilities and the liquidation preferences of any outstanding preferred stock. ~~Our~~

No Preemptive or Redemption Rights. Shares of common stock ~~does~~do not carry any redemption rights or any preemptive or preferential rights enabling a holder to subscribe for, or receive shares of, any class of ~~our~~ common stock or any other securities convertible into common stock.

Dividend Rights. Holders of common stock shall be entitled to receive dividends if, as and when declared by our board of directors in accordance with applicable law.

Anti-Takeover Provisions. See the below section titled “Anti-Takeover Effects of Nevada Law and Provisions of our Amended and Restated Articles of Incorporation, as amended, and Amended and Restated Bylaws, as amended”.

Dividends

We have never paid cash dividends on shares of ~~any class~~Common Stock. Moreover, we do not anticipate paying periodic cash dividends on shares of Common Stock for the foreseeable future. Any future determination about the payment of dividends will be made at the discretion of our ~~common stock.~~board of directors and will depend upon its earnings, if any, capital requirements, operating and financial conditions and on such other factors as our board of directors deems relevant.

~~Transfer Agent and Registrar~~

~~The transfer agent and registrar for our common stock is Wells Fargo Shareowner Services.~~

Preferred Stock

We currently have no outstanding shares of preferred stock. Under our ~~amended~~Amended and ~~restated articles~~Restated Articles of ~~incorporation,~~Incorporation, as amended, our board of directors has the authority, without further action by stockholders, to designate one or more series of preferred stock and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights granted to or imposed upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preference and sinking fund ~~terms, any~~terms. Any or all of ~~which~~these may be preferential to or greater than the rights of the common stock. Of our authorized preferred stock, 1,000,000 shares have been designated as Series A Junior Participating Preferred Stock, 800 shares have been designated as Series B 8% Cumulative Convertible Preferred Stock, and 600 shares have been designated as Series C 6% Cumulative Convertible ~~Preferred Stock. We have withdrawn the certificate of designation pursuant to which 50,000 shares had been designated as Series D Junior Participating Cumulative~~ Preferred Stock.

Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of ~~the~~shares of common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a

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•

warrants to purchase an aggregate of 4,204,546 shares with an exercise price of $1.32 per share, all of which are currently exercisable (subject to certain beneficial ownership limitations) and expire on December 1, 2028.

All of the outstanding warrants contain provisions for the adjustment of the exercise price in the event of stock dividends, stock splits or similar transactions. In addition, certain of the warrants contain a “cashless exercise” feature that allows the holders thereof to exercise the warrants without a cash payment to us under certain circumstances. Certain of the warrants also contain provisions that provide certain rights to warrantholders in the event of a fundamental transaction, including a merger or consolidation with or into another entity, such as:

•

the right to receive the same amount and kind of consideration paid to the holders of common stock in the fundamental transaction;

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the right to require us or a successor entity to purchase the unexercised portion of certain warrants at the warrant’s respective fair value using the Black Scholes option pricing formula; or

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the right to require us or a successor entity to redeem the unexercised portion of certain warrants for the same consideration paid to holders of common stock in the fundamental transaction at the warrant’s respective fair value using the Black Scholes option pricing formula.

Convertible Promissory Note

As of February 21, 2024, we had one outstanding convertible promissory note (the “Note”) in an aggregate principal outstanding amount of approximately $12.6 million, which was issued on November 23, 2021, is convertible by the holder thereof into up to approximately 70,244 shares of common stock any time and matures on November 23, 2024.

The Note provides that, commencing on the nine-month anniversary of the date of issuance of the Note, the holder of the Note may convert any portion of the then-outstanding principal amount into shares of common stock at a price per share of $180.00, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions. Beginning on November 23, 2022, the Note began amortizing in twenty-four monthly installments equal to the quotient of (i) the then-outstanding principal amount of the Note, divided by (ii) the number of months remaining until the maturity date of the Note. All amortization payments shall be payable, at our sole option, in cash, shares of common ~~stock.~~stock or a combination of both. In addition, commencing on the last business day of the first month following November 23, 2022, we must pay, on a monthly basis, all interest that has accrued and remains unpaid on the then-outstanding principal amount of the Note. Any portion of an amortization payment or interest payment that is paid in shares of common stock shall be priced at 90% of the average of the five lowest daily volume weighted average prices of the common stock during the 20 trading days prior to the date of issuance of the shares.

Anti-Takeover Effects of Nevada Law and Provisions of our Amended and Restated Articles of Incorporation, as amended, and Amended and Restated Bylaws, as amended

Certain provisions of Nevada law and our Amended and Restated Articles of Incorporation, as amended, and ~~restated articles of incorporation~~Amended and ~~fourth~~Restated Bylaws, as amended, ~~and restated bylaws~~ could make the following more difficult:

•

acquisition of us by means of a tender offer;

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acquisition of us by means of a proxy contest or otherwise; or

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removal of our incumbent officers and directors.

These provisions, summarized below, could have the effect of discouraging certain types of coercive takeover practices and inadequate takeover bids. These provisions may also encourage persons seeking to acquire control of us to first negotiate with our board of directors.

Classified Board. Our ~~amended~~Amended and ~~restated articles~~Restated Articles of ~~incorporation~~Incorporation, as amended, provide that our board of directors is to be divided into three classes, as nearly equal in number as possible, with directors in each class serving three-year terms. This provision may have the effect of delaying or discouraging an acquisition of us or a change in our management.

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Filling Vacancies. Our Amended and Restated Articles of Incorporation, as amended, provide that newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the our board of directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise provided by law or resolution of our board of directors, be filled only by a majority of the directors then in office, though less than a quorum. The directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been chosen expires.

Removal. The Nevada Revised Statutes (“NRS”) provide that any director may be removed from our board of directors by the vote or written consent of stockholders representing not less than two-thirds of the voting power of the issued and outstanding shares entitled to vote.

Requirements for Advance Notification of Stockholder Nominations and ~~Proposals~~Proposals.. Our ~~amended~~Amended and ~~restated bylaws~~Restated Bylaws, as amended, establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors.

Special Meetings of the Stockholders. Our ~~amended~~Amended and ~~restated bylaws~~Restated Bylaws, as amended, provide that special meetings of the stockholders may be called by our ~~Chair~~chair of ~~the Board~~our board of directors or our President, or by our board of directors acting pursuant to a resolution adopted by the total number of authorized directors, whether or not there exist any vacancies in previously authorized directorships.

No Cumulative Voting. Our Amended and Restated Articles of Incorporation, as amended, and ~~restated articles of incorporation~~Amended and Restated Bylaws, as amended, ~~and restated bylaws~~ do not provide for cumulative voting in the election of directors.

Undesignated Preferred ~~Stock~~Stock.. The authorization of undesignated preferred stock in our ~~amended~~Amended and ~~restated articles~~Restated Articles of ~~incorporation~~Incorporation, as amended, makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of ~~the~~our company. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of ~~the~~our company.

Amendment of Charter Provisions. The amendment of any of the above provisions set forth in our Amended and Restated Articles of Incorporation, as amended, except for the provision making it possible for our board of directors to issue undesignated preferred stock, would require approval by a stockholder vote by the holders of at least 662∕3% of the voting power of all the then-outstanding shares of our capital stock entitled to vote generally in the election of directors.

In addition, the ~~Nevada Revised Statutes~~NRS contain provisions governing the acquisition of a controlling interest in certain Nevada corporations. Nevada’s “acquisition of controlling interest” statutes (NRS 78.378 through 78.3793, inclusive) contain provisions governing the acquisition of a controlling interest in certain Nevada corporations. These “control share” laws provide generally that any person that acquires a “controlling interest” in certain Nevada corporations may be denied voting rights, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights. These laws will apply to us as of a particular date if we were to have 200 or more stockholders of record (at least 100 of whom have addresses in Nevada appearing on our stock ~~ledger)~~ledger at all times during the 90 days immediately preceding that date) and do business in the State of Nevada directly or through an affiliated corporation, unless our articles of incorporation or bylaws in effect on the tenth day after the acquisition of a controlling interest provide otherwise. These laws provide that a person acquires a “controlling interest” whenever a person acquires shares of a subject corporation that, but for the application of these provisions of the NRS, would enable that person to exercise (1) one-fifth or more, but less than one-third, (2) one-third or more, but less than a majority or (3) a majority or more, of all of the voting power of the corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares which it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become “control shares” to which the voting restrictions described above apply. These laws may have a chilling effect on certain transactions if our Amended and Restated Articles of Incorporation, as amended, or Amended and ~~restated articles of incorporation or~~Restated Bylaws, as amended, ~~and restated bylaws~~ are not amended to provide that these provisions do not apply to us or to an acquisition of a controlling interest, or if our disinterested stockholders do not confer voting rights in the control shares.

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Nevada’s “combinations with interested stockholders” statutes (NRS 78.411 through 78.444, inclusive) provide that specified types of business “combinations” between certain Nevada corporations and any person deemed to be an “interested stockholder” of the corporation are prohibited for two years after such person first becomes an “interested stockholder” unless the corporation’s board of directors approves the combination (or the transaction by which such person becomes an “interested stockholder”) in advance, or unless the combination is approved by the board of directors and sixty percent of the corporation’s voting power not beneficially owned by the interested stockholder, its affiliates and associates. Furthermore, in the absence of prior approval certain restrictions may apply even after such two-year period. For purposes of these statutes, an “interested stockholder” is any person who is (1) the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of the corporation, or (2) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then-outstanding shares of the corporation. The definition of the term “combination” is sufficiently broad to cover most significant transactions between a corporation and an “interested stockholder”. These laws generally apply to Nevada corporations with 200 or more stockholders of record. However, a Nevada corporation may elect in its articles of incorporation not to be governed by these particular laws, but if such election is not made in the corporation’s original articles of incorporation, the amendment (1) must be approved by the affirmative vote of the holders of stock representing a majority of the outstanding voting power of the corporation not beneficially owned by interested stockholders or their affiliates and associates, and (2) is not effective until 18 months after the vote approving the amendment and does not apply to any combination with a person who first became an interested stockholder on or before the effective date of the amendment. We have not made such an election in our original articles of incorporation or in our Amended and Restated Articles of Incorporation, as amended, and ~~restated articles~~we have not amended our Amended and Restated Articles of ~~incorporation.~~Incorporation to so elect.

~~Nevada law~~Further, NRS 78.139 also provides that directors may resist a change or potential change in control of the corporation if the board of directors ~~determine~~determines that the change or potential change is opposed to or not in the best interest of the ~~corporation.~~corporation upon consideration of any relevant facts, circumstances, contingencies or constituencies pursuant to NRS 78.138(4).

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is EQ Shareowner Services. The transfer agent and registrar’s address is 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.

Listing

Our common stock is listed on the Nasdaq Capital Market under the symbol “SEEL”.

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DIRECTORS AND EXECUTIVE OFFICERS

Directors

The following table contains information about the nominees and about each of the Company’s continuing directors: the year he or she was initially elected as a director, his or her age as of February 21, 2024, the position(s) with the Company currently held by him or her, the year his or her current term as a director will expire and his or her current director class:

Name	Year Initially Elected		Age		Positions	Expiration of Term	Class
Daniel J. O’Connor, J.D.		2019		59	Director	2025	I
Raj Mehra, Ph.D.		2019		64	Chairman, Chief Executive Officer and President	2024	II
Brian Lian, Ph.D.(1)(2)(3)		2019		58	Director	2024	II
Richard W. Pascoe(1)(3)		2013		60	Director	2026	III
Margaret Dalesandro, Ph.D.(1)(2)		2021		77	Director	2026	III

Class I Director Continuing in Office until 2025

The following director will continue in office until the 2025 annual meeting of stockholders, or until his earlier resignation or removal in accordance with our Bylaws:

Daniel J. O’Connor, J.D. has been a director since January 2019. Mr. O’Connor has served as the Chief Executive Officer, President and a member of the board of directors of Ambrx Biopharma Inc. (Nasdaq: AMAM) since November 2022. He served as a member of the board of directors of ZyVersa Therapeutics, Inc. (Nasdaq: ZVSA) (formerly known as Larkspur Health Acquisition Corp., a special purpose acquisition company (“Larkspur”)) from December 2022 to May 2023 and served as the Chief Executive Officer and Chairman of the board of directors of Larkspur from March 2021 until December 2022. Mr. O’Connor served as the Chief Executive Officer and a director of OncoSec Medical Incorporated from 2017 to 2021. Prior to that, Mr. O’Connor served as President, Chief Executive Officer, Director and in other senior roles at Advaxis, Inc., a cancer immunotherapy company, from January 2013 until his resignation in July 2017. Prior to that, Mr. O’Connor was Senior Vice President and General Counsel for BRACCO Diagnostics Inc., a diagnostic imaging company, from 2008 until 2012; Senior Vice President, General Counsel and Secretary for ImClone Systems Incorporated, a biopharmaceutical company, from 2002 until 2008; and General Counsel at PharmaNet (formerly inVentiv Health, now Syneos Health), a clinical research company, from 1998 until 2001. Mr. O’Connor is a 1995 graduate of the Pennsylvania State University’s Dickinson School of Law in Carlisle, Pennsylvania and previously served as a Trusted Advisor to its Dean. He graduated from the United States Marines Corps Officer Candidate School in 1988 and was commissioned as an officer in the U.S. Marines, attaining the rank of Captain while serving in Saudi Arabia during Operation Desert Shield. Mr. O’Connor was also a member of the Board of Trustees of BioNJ from 2015 to 2021 and previously served as its Vice Chairman and Chairman of its Nominating Committee for several years. In October 2017, Mr. O’Connor was appointed to the New Jersey Biotechnology Task Force by its Governor. Prior to his career in drug development, Mr. O’Connor was a former criminal prosecutor in Somerset County, New Jersey. The Board believes Mr. O’Connor is qualified to serve as a director based on the depth and diversity of his experience in senior management of pharmaceutical companies.

Class II Directors Continuing in Office until 2024

The following directors will continue in office until the 2024 annual meeting of stockholders, or until their earlier resignation or removal in accordance with our Amended and Restated Bylaws, as amended:

Raj Mehra, Ph.D. has been our President, Chief Executive Officer and Chairman of the Board of Directors since January 2019. He also served as our Interim Chief Financial Officer from January 2019 until September 2021. Dr. Mehra served as a director at Larkspur Health Acquisition Corporation (Nasdaq: LSPR), a special purpose acquisition company, from July 2021 until December 2022. Prior to founding Seelos,

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Dr. Mehra spent nine years at Auriga USA, LLC as a Managing Director focused on private and public equity investments in global healthcare companies. Prior to Auriga, Dr. Mehra was the sector head for healthcare equity investments at Bennett Lawrence Management, LLC in New York. He also founded and managed a long-short equity hedge fund at Weiss, Peck & Greer LLC. Dr. Mehra started his career as an investment professional at Cowen Asset Management, LLC. Dr. Mehra holds M.S., M.Phil., Ph.D., JD and MBA degrees from Columbia University in New York. He is also a graduate of Indian Institute of Technology, Kanpur, where he was ranked first in his class. The Board believes Dr. Mehra is qualified to serve as our Chairman based on his experience in the healthcare industry, including his significant business knowledge based on his experience with healthcare-based investment banking.

Brian Lian, Ph.D. has been a director since January 2019. He is the Chair of our Compensation Committee and our Audit Committee and a member of our Corporate Governance/Nominating Committee. He is currently President and Chief Executive Officer and a Director of Viking Therapeutics, Inc. (Nasdaq: VKTX), a biopharmaceutical company. Dr. Lian has over 15 years of experience in the biotechnology and financial services industries. Prior to joining Viking, he was a Managing Director and Senior Research Analyst at SunTrust Robinson Humphrey, an investment bank, from 2012 to 2013. At SunTrust Robinson Humphrey, he was responsible for coverage of small and mid-cap biotechnology companies with an emphasis on companies in the diabetes, oncology, infectious disease and neurology spaces. Prior to SunTrust Robinson Humphrey, he was Managing Director and Senior Research Analyst at Global Hunter Securities, an investment bank, from 2011 to 2012. Prior to Global Hunter Securities, he was Senior Healthcare Analyst at The Agave Group, LLC, a registered investment advisor, from 2008 to 2011. Prior to The Agave Group, he was an Executive Director and Senior Biotechnology Analyst at CIBC World Markets, an investment bank, from 2006 to 2008. Prior to CIBC, he was a research scientist in small molecule drug discovery at Amgen, a biotechnology company. Prior to Amgen, he was a research scientist at Microcide Pharmaceuticals, a biotechnology company. Dr. Lian holds an MBA in accounting and finance from Indiana University, an MS and Ph.D. in organic chemistry from The University of Michigan, and a BA in chemistry from Whitman College. The Board believes Dr. Lian is qualified to serve as a director based on his experience in the healthcare industry, including his significant business knowledge based on his experience with healthcare-based investment banking.

Class III Directors Continuing in Office until 2026

The following individuals have been nominated by our Board to be elected as Class III directors at the Annual Meeting:

Richard W. Pascoe has been a director since March 2013. He is a member of our Audit Committee and our Compensation Committee. Mr. Pascoe served as the Chief Executive Officer of Zevra Therapeutics, Inc., a specialty pharmaceutical company, from January 2023 to June 2023, as a member of its board of directors from January 2014 to June 2023 and as its Executive Chairman from November 2021 to January 2023. He served as a member of the board of directors, the Chairman and Chief Executive Officer of Histogen Inc., a public regenerative medicine company, from January 2019 until November 2021. He previously served as our Chief Executive Officer from March 2013 to January 2019, our Secretary from February 2015 to January 2019, and our Principal Financial Officer and Principal Accounting Officer from December 2016 to January 2019. He joined the Company following the merger of Somaxon Pharmaceuticals, Inc. with Pernix Therapeutics Holdings, Inc. Mr. Pascoe was the Chief Executive Officer of Somaxon from August 2008 until joining the Company and was responsible for the FDA approval of Somaxon’s lead drug Silenor®. Prior to Somaxon, Mr. Pascoe was with ARIAD Pharmaceuticals, Inc., a specialty pharmaceutical company where he was most recently Senior Vice President and Chief Operating Officer. Prior to joining ARIAD in 2005, Mr. Pascoe held a series of senior management roles at King Pharmaceuticals, Inc. (acquired by Pfizer Inc.), including Senior Vice President positions in both marketing and sales, as well as Vice President positions in both international sales and marketing and hospital sales. Prior to King, Mr. Pascoe was in the commercial groups at Medco Research, Inc. (acquired by King), COR Therapeutics, Inc. (acquired by Millennium Pharmaceuticals Inc., the Takeda Oncology Company), B. Braun Interventional and The BOC Group. Mr. Pascoe serves as a member of the board of directors of the Johnny Mac Soldiers Fund, a charity for military veterans. He is a past member and chairman of the board of directors of BIOCOM. Mr. Pascoe served as a Commissioned Officer with the U.S. Army 24th Infantry Division and continues to serve as a Civilian Aid to the Secretary of the Army. He is a graduate of

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the United States Military Academy at West Point where he received a B.S. degree in Leadership. The Board believes Mr. Pascoe is qualified to serve as a director based on the depth and diversity of his experience in senior management of public pharmaceutical companies.

Margaret Dalesandro, Ph.D. has served as a member of the Board since September 2021. She is the Chair of our Corporate Governance/Nominating Committee and a member of our Audit Committee. She has served as a pharmaceutical development consultant with Brecon Pharma Consulting LLC since December 2012. Since August 2020, Dr. Dalesandro has served as an independent director on the board of directors of Skye Bioscience, Inc. (previously Emerald Bioscience, Inc.). Dr. Dalesandro served on the board of directors of OncoSec Medical Incorporated from March 2019 (and as the Chair of the board of directors since April 2020) until December 2021. From August to December 2021 she acted as interim CEO of OncoSec Medical Incorporated. Dr. Dalesandro has been a member of the board of directors and of the Compensation Committee of the board of directors of Ambryx Biopharma since September 2023. She previously served as a Business Director of Integrative Pharmacology at Corning, Incorporated, as a Vice President of Project, Portfolio and Alliance Management at ImClone Systems Inc., as an Executive Director of Project and Portfolio Management at GlaxoSmithKline, and as a Senior Consultant at Cambridge Pharma Consultancy over the course of her career. Dr. Dalesandro earned her Ph.D. in Biochemistry from Bryn Mawr College and completed a NIH Post-Doctoral Fellowship in Molecular Immunology at the Wake Forest University School of Medicine. The Board believes Dr. Dalesandro is qualified to serve as a director based on the depth and diversity of her experience in senior management of pharmaceutical companies and the healthcare industry.

Family Relationships

There are no family relationships among any of the individuals who serve as our directors or executive officers.

Agreements with Directors

None of the directors or nominees for director was selected pursuant to any arrangement or understanding, other than compensation arrangements in the ordinary course of business.

Director Independence

Our Board has determined that each of Mr. Pascoe and Drs. Lian and Dalesandro met the definitions of independence under the Nasdaq Rules and Section 10A-3 of the Exchange Act as of April 12, 2023. Accordingly, all of our directors, other than our Chairman, Chief Executive Officer and President, Dr. Mehra, and Daniel J. O’Connor, are deemed to be independent.

Executive Officers

Name	Age		Positions(s)
Raj Mehra, Ph.D.		64	Chairman, Chief Executive Officer and President
Michael Golembiewski		52	Chief Financial Officer

Raj Mehra, Ph.D., is our Chairman, Chief Executive Officer and President. See “Class II Directors Continuing in Office until 2024” above for a discussion of Dr. Mehra’s business experience.

Michael Golembiewski has served as our Chief Financial Officer since September 2021. Prior to Mr. Golembiewski’s appointment as our Chief Financial Officer, he served as our Vice President of Finance from January 2019 to September 2021. Prior to joining the Company, Mr. Golembiewski served as Vice President of Finance at Agile Therapeutics, Inc., a publicly-traded biotechnology company, from November 2017 to June 2018. While at Agile Therapeutics, Inc., Mr. Golembiewski helped the company prepare for the potential launch of its first commercial product. Prior to joining Agile Therapeutics, Inc., Mr. Golembiewski served as the Vice President of Finance, Principal Accounting Officer and Corporate Controller of Pernix Therapeutics Holdings, Inc., a publicly-traded specialty pharmaceutical company, from April 2015 to November 2017, where he successfully built an accounting and finance team after the closure of the South Carolina office location. From June 2007 to April 2015, he held various roles of increasing

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responsibility in finance and accounting at NPS Pharmaceuticals, Inc., a publicly-traded biotechnology company acquired by Shire plc in 2015, with his last position as Executive Director, Corporate Controller, in which role he served from January 2014 to April 2015. While at NPS Pharmaceuticals, Inc., Mr. Golembiewski helped build the infrastructure that took the company from a pre-clinical research and development company to a fully commercial and global rare disease company that received FDA approval for two orphan disease medicines. Prior to joining NPS Pharmaceuticals, Inc., Mr. Golembiewski was the Corporate Controller for The Topps Company, Inc., from March 2006 to June 2007. The Topps Company was a publicly traded $500 million Trading Card and Candy Manufacturing company. He began his professional career in the biotechnology field with ImClone Systems Incorporated from May 1997 to March 2006, where he served in various roles with increasing responsibility, from Senior Accountant up to Director of Financial Reporting. Mr. Golembiewski is also the Chairman of the Board of The Connor G Foundation and has served in this capacity since June 2019. The Connor G Foundation was established in 2019 as a nonprofit charity to benefit youth hockey, music and educational interests. Mr. Golembiewski has a Bachelor of Science degree in Accounting from Rider University and is a Certified Public Accountant (not in public practice) in the State of Delaware.

There currently are no legal proceedings, and during the past 10 years there have been no other legal proceedings, that are material to the evaluation of the ability or integrity of any of our executive officers.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the compensation paid by us during the years ended December 31, 2023 and 2022 to the persons who served as our executive officers during fiscal year 2023 (the “Named Executive Officers”):

Name and Position(s)	Year		Salary			Option Awards(1)			Non-Equity Incentive Plan Compensation			All Other Compensation(2)			Total
Raj Mehra, Ph.D., Chairman, Chief Executive Officer, President		2023		$	586,964		$	1,126,948			—		$	12,564		$	1,726,476
		2022		$	561,688		$	1,603,680		$	280,844		$	12,200		$	2,458,412
Michael Golembiewski, Chief Financial Officer		2023		$	375,000		$	458,467			—		$	13,200		$	846,667
Michael Golembiewski, Chief Financial Officer		2022		$	317,125		$	616,800		$	126,850		$	10,852		$	1,071,627

(1)

Represents the grant date fair value of the option awards, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, excluding the effect of estimated forfeitures. These figures do not reflect the amortized compensation expense or value received by the officer in the year indicated or that may be received by the officer with respect to such equity awards.

(2)

~~DESCRIPTION OF SECURITIES WE ARE OFFERING~~Our Named Executive Officers’ All Other Compensation in 2022 and 2023 consist of our matching and profit-sharing contribution to our retirement savings plan (401(k) Plan).

Narrative Disclosure to Summary Compensation Table

Base Salary

In general, base salaries for our Named Executive Officers are approved by the Compensation Committee and are initially established through arm’s length negotiation at the time the executive is hired, taking into account such executive’s qualifications, experience, prior salary and market pay levels. Base salaries of our Named Executive Officers are approved and reviewed annually by our Compensation Committee and adjustments to base salaries are based on the scope of an executive’s responsibilities, individual contribution, prior experience and sustained performance. Decisions regarding salary increases may take into account an executive officer’s current salary, equity ownership, and the amounts paid to an executive officer’s peers inside our Company by conducting an internal analysis, which compares the pay of an executive officer to other members of the management team. Base salaries are also reviewed in the case of promotions or other significant changes in responsibility. Base salaries are not automatically increased if the Compensation Committee believes that other elements of the Named Executive Officers’ compensation are more appropriate in light of our stated objectives. This strategy is consistent with our intent of offering compensation that is both cost-effective, competitive and contingent on the achievement of performance objectives.

Effective January 1, 2023, Dr. Mehra’s base salary was increased from $561,688 to $586,964 and Mr. Golembiewski’s base salary was increased from $317,125 to $375,000.

Annual Cash Incentive

We also generally provide executive officers with annual performance-based cash bonuses, which are ~~offering 5,000,000 units.~~ specifically designed to reward executives for our overall performance in a given year. Corporate goals are established by the Compensation Committee with input from senior management and approved by the full Board.

The ~~units consist~~Compensation Committee considers our overall performance for the preceding fiscal year in deciding whether to award a bonus and, if one is to be awarded, the amount of ~~one share~~the bonus. The annual cash

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bonus for each executive officer is based 100% on our overall performance. The Compensation Committee retains the ability to apply discretion in making adjustments to the final bonus payouts. The evaluation of our performance for 2023 bonus purposes was based on a qualitative evaluation for the Named Executive Officers after the start of the fiscal year. For fiscal year 2023, Dr. Mehra’s target bonus percentage was 55% of his base salary and Mr. Golembiewski’s target bonus percentage was 40% of his base salary. The Compensation Committee determined not to pay bonuses for 2023.

Equity Compensation

The Compensation Committee considers equity incentives to be important in aligning the interests of our executive officers with those of our stockholders. As part of our pay-for-performance philosophy, our compensation program tends to emphasize the long-term equity award component of total compensation packages paid to our executive officers.

Because vesting is based on continued employment, our equity-based incentives also encourage the retention of our Named Executive Officers through the vesting period of the awards. In determining the size of the long-term equity incentives to be awarded to our Named Executive Officers, we take into account a number of internal factors, such as the relative job scope, the value of existing long-term incentive awards, individual performance history, prior contributions to us and the size of prior grants. Based upon these factors, the Compensation Committee determines the size of the long-term equity incentives at levels it considers appropriate to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value.

To reward and retain our Named Executive Officers in a manner that best aligns employees’ interests with stockholders’ interests, we have used stock options as the primary incentive vehicles for long-term compensation and may in the future use restricted stock unit awards. We believe that stock options and restricted stock unit awards are effective tools for meeting our compensation goal of increasing long-term stockholder value by tying the value of the stock to our future performance. Because employees are able to profit from stock options only if our stock price increases relative to the stock option’s exercise price, we believe stock options provide meaningful incentives to employees to achieve increases in the value of our stock over time.

We have used stock options and restricted stock unit awards to compensate our Named Executive Officers both in the form of initial grants in connection with the commencement of employment and annual refresher grants. Annual grants of equity awards are typically approved by the Compensation Committee during the end of the last quarter, or the beginning of the first quarter, of each year. While we intend that the majority of equity awards to our employees be made pursuant to initial grants or our annual grant program, the Compensation Committee retains discretion to grant equity awards to employees at other times, including in connection with the promotion of an employee, to reward an employee, for retention purposes or for other circumstances recommended by management or the Compensation Committee. In 2023, we granted: (i) options to purchase 167,193 shares of our Common Stock under our Amended and Restated 2012 Stock Long Term Incentive Plan, as amended (the “Amended and Restated 2012 Plan”), to our employees, including grants of options to purchase 88,271 shares of our Common Stock to our Named Executive Officers and (ii) options to purchase 6,668 shares of our Common Stock under the Amended and Restated 2012 Plan to our non-employee directors pursuant to our non-employee director compensation policy. We did not grant any option awards under our 2019 Inducement Plan (the “Inducement Plan”) to new employees or grant any restricted stock unit awards in 2023. In order to compensate our executive officers fairly for the time, effort and accountability required and align their interests with those of our stockholders, the Compensation Committee approved an annual grant of options to purchase 62,745 shares and 25,526 shares of our Common Stock to Dr. Mehra and Mr. Golembiewski, respectively, in 2023.

The exercise price of each stock option grant is the fair market value of our Common Stock on the grant date. Time-based stock option awards granted to our Named Executive Officers generally vest over a four-year period as follows: 25% of the shares underlying the option vest on the first anniversary of the date of the vesting commencement date and the remainder of the shares underlying the option vest in equal monthly installments over the remaining 36 months thereafter. From time to time, our Compensation Committee may, however, determine that a different vesting schedule is appropriate. We do not have any stock ownership requirements for our Named Executive Officers.

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Employee Benefit Program

Our Named Executive Officers are eligible to participate in all of our employee benefit plans, including medical, dental, vision, group life, disability and accidental death and dismemberment insurance, in each case on the same basis as other employees, subject to applicable law. We also provide vacation and other paid holidays to all employees, including executive officers. These benefit programs are designed to enable us to attract and retain our workforce in a competitive marketplace. Health, welfare and vacation benefits ensure that we have a productive and focused workforce through reliable and competitive health and other benefits.

Our retirement savings plan (401(k) Plan) is a tax-qualified retirement savings plan, pursuant to which eligible employees can begin to participate immediately upon employment. The 401(k) Plan elective deferrals and employer contributions are subject to compensation limitations and annual maximum contribution limits as governed by Internal Revenue Service. Employees are eligible to defer up to 100% of compensation and we make safe harbor matching contributions of a 100% match of the first 3% of compensation contributed, then a 50% match of the next 2% of compensation contributed.

Clawback Policy

Effective October 1, 2023, our Board of Directors adopted a restated compensation recovery (“clawback”) policy pursuant to the listing standards approved by The Nasdaq Stock Market LLC implementing Rule 10D-1 under the Exchange Act. The clawback policy is administered by our Compensation Committee and applies to current and former executive officers of the Company as defined in Rule 10D-1 (each an “Affected Officer”). Under the clawback policy, if the Company is required to prepare an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (collectively, a “Restatement”), the Company is obligated to recover erroneously awarded incentive-based compensation received from the Company by Affected Officers. Incentive-based compensation includes any compensation that is granted, earned or vested based in whole or in part on the attainment of a financial reporting measure. Erroneously awarded incentive-based compensation is the amount of incentive-based compensation received that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on an applicable Restatement.

Hedging and Pledging Prohibitions

Our insider trading policy prohibits our directors, officers (including our executive officers), employees and consultants, including those who serve in such capacities with any of our subsidiaries (“Persons Covered”), from engaging in short sales of our securities and from engaging in transactions in publicly traded options, such as puts, calls and other derivative securities, on an exchange or in any other organized market. Without first obtaining pre-clearance of the transaction from our Insider Trading Compliance officer, the Persons Covered may not engage in any transaction involving our securities, including an option exercise, or a gift, loan, pledge or hedge, contribution to a trust or any other transfer. Our insider trading policy also applies to the family members who reside with the Persons Covered, anyone else who lives in their household and any family members who do not live in their household but whose transactions in our securities are directed by the Persons Covered or are subject to their influence or control.

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Outstanding Equity Awards as of December 31, 2023

Our Named Executive Officers held the following outstanding equity awards as of December 31, 2023:

		Option Awards									Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Non-Exercisable (#)		Option Exercise Price ($)			Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Unites of Stock That Have Not Vested ($)
Raj Mehra Ph.D.	January 6, 2020(1)		23,858		509		$	42.60		1/6/2030		—		—
	June 11, 2020(2)		66,566		9,510		$	32.40		6/11/2030		—		—
	March 15, 2021(3)		26,348		11,986		$	129.30		3/15/2031		—		—
	January 10, 2022(4)		20,765		22,569		$	43.80		1/10/2032		—		—
	March 30, 2023(6)		—		56,078		$	20.76		3/20/2033		—		—
	March 30, 2023(7)		6,667		—		$	20.76		3/20/2033		—		—
Michael Golembiewski	February 26, 2019(5)		2,084		—		$	66.00		2/26/2029		—		—
	January 6, 2020(1)		3,263		71		$	42.60		1/6/2030		—		—
	June 11, 2020(2)		9,107		1,301		$	32.40		6/11/2030		—		—
	March 15, 2021(3)		4,354		1,980		$	129.30		3/15/2031		—		—
	January 10, 2022(4)		7,983		8,684		$	43.80		1/10/2032		—		—
	March 30, 2023(6)		—		22,591		$	20.76		3/20/2033		—		—
	March 30, 2023(8)		2,935		—		$	20.76		3/20/2033		—		—

(1)

1/4th of the shares originally subject to the option vested on January 6, 2021, and 1/48th of the shares originally subject to the option shall vest monthly thereafter, subject to the individual’s continued service to the Company through the applicable vesting date.

(2)

1/4th of the shares originally subject to the option vested on June 11, 2021, and 1/48th of the shares originally subject to the option shall vest monthly thereafter, subject to the individual’s continued service to the Company through the applicable vesting date.

(3)

1/4th of the shares originally subject to the option vested on March 15, 2022, and 1/48th of the shares originally subject to the option shall vest monthly thereafter, subject to the individual’s continued service to the Company through the applicable vesting date.

(4)

1/4th of the shares originally subject to the option vested on January 10, 2023, and 1/48th of the shares originally subject to the option shall vest monthly thereafter, subject to the individual’s continued service to the Company through the applicable vesting date.

(5)

1/4th of the shares originally subject to the option vested on January 27, 2020, and 1/48th of the shares originally subject to the option shall vest monthly thereafter, subject to the individual’s continued service to the Company through the applicable vesting date.

(6)

1/4th of the shares originally subject to the option vested on March 30, 2024, and 1/48th of the shares originally subject to the option shall vest monthly thereafter, subject to the individual’s continued service to the Company through the applicable vesting date.

(7)

At our request, the option holder voluntarily elected to be paid 36% of his 2022 annual cash bonus in the form of an option to purchase shares of common stock. Accordingly, the option was fully vested upon grant.

(8)

At our request, the option holder voluntarily elected to be paid 35% of his 2022 annual cash bonus in the form of an option to purchase shares of common stock. Accordingly, the option was fully vested upon grant.

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Payments upon Termination or Change in Control

We have entered into employment agreements with each of our Named Executive Officers. These agreements set forth the individual’s base salary, annual incentive opportunities, equity compensation and other employee benefits, which are described in this Executive Compensation section. All employment agreements provide for “at-will” employment, meaning that either party can terminate the employment relationship at any time, although our agreements with our Named Executive Officers provide that the applicable Named Executive Officer would be eligible for severance benefits in certain circumstances following a termination of employment without cause. Our Compensation Committee approved the severance benefits to mitigate certain risks associated with working in a biopharmaceutical company at our current stage of development and to help attract and retain our Named Executive Officers.

Raj Mehra, Ph.D. Employment Agreement

On March 20, 2019, we entered into an employment agreement with Raj Mehra, Ph.D., pursuant to which Dr. Mehra previously served as our President, Chief Executive Officer, Chairman of the Board and Interim Chief Financial Officer. On January 10, 2022, we entered into an amended and restated employment agreement with Dr. Mehra (the “CEO Employment Agreement”), which provides that Dr. Mehra will continue to serve as our President and Chief Executive Officer. The CEO Employment Agreement provides that Dr. Mehra’s initial annual base salary was $561,688 and that he will be eligible to receive an initial annual performance bonus of 50% of his base salary. Effective January 1, 2023, Dr. Mehra’s base salary was increased to $586,964 and his annual performance bonus percentage was increased to up to 55% of his base salary. Dr. Mehra’s employment is for a current term of three years from March 20, 2022 and is on an “at will” basis.

Pursuant to the CEO Employment Agreement, if Dr. Mehra is terminated by us without cause or by Dr. Mehra for good reason (a “Covered Termination”) outside of the period commencing three months prior to a change in control and ending 12 months after a change in control (a “Change in Control Period”), we will pay to Dr. Mehra an amount equal to the sum of his annual base salary and the annual bonus earned by Dr. Mehra for the fiscal year immediately preceding the fiscal year in which the termination occurs, and a pro-rata portion of his earned annual bonus for the fiscal year in which the termination occurs. Additionally, the vesting of any outstanding equity awards that are scheduled to vest solely subject to continued service or employment shall accelerate so that such awards shall be vested to the same extent as if Dr. Mehra had provided an additional 12 months of service from the date of his termination. We will also either continue to provide Dr. Mehra and his dependents coverage under our group health plan at our sole expense or reimburse Dr. Mehra for such coverage for 12 months from the date of termination.

The CEO Employment Agreement also provides that if Dr. Mehra experiences a Covered Termination during a Change in Control Period, we will pay to Dr. Mehra an amount equal to 1.5 times the sum of his annual base salary and the annual bonus earned by Dr. Mehra for the fiscal year immediately preceding the fiscal year in which the termination occurs, and a pro-rata portion of his earned annual bonus for the fiscal year in which the termination occurs. Additionally, the vesting of any outstanding equity awards that are scheduled to vest solely subject to continued service or employment shall accelerate so that such awards shall be fully vested. We will also either continue to provide Dr. Mehra and his dependents coverage under our group health plan at our sole expense or reimburse Dr. Mehra for such coverage for 18 months from the date of termination.

Michael Golembiewski Employment Agreement

On January 16, 2019, we entered into an employment agreement with Michael Golembiewski (the “Golembiewski Employment Agreement”), pursuant to which Mr. Golembiewski initially served as our Vice President of Finance. The agreement provides for “at-will” employment and sets forth certain agreed upon terms and conditions of employment. Mr. Golembiewski’s initial annual base salary was $200,000 and he was eligible to receive an initial discretionary annual bonus in an amount up to 30% of his base salary. In connection with Mr. Golembiewski’s promotion to our Chief Financial Officer, effective September 1, 2021, his base salary was increased to $295,000. Effective January 1, 2022, Mr. Golembiewski’s base salary was increased to $317,125 and effective January 1, 2023, Mr. Golembiewski’s base salary was further increased to $375,000 and his annual performance bonus percentage was increased to up to 40% of his base salary.

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Pursuant to the Golembiewski Employment Agreement, if Mr. Golembiewski is terminated by us without cause upon, or within 12 months following, a change of control, we will pay to Mr. Golembiewski an amount equal to his then current monthly salary for a period of three months following his employment termination date as severance; provided that Mr. Golembiewski has (i) returned to us all our property in his possession, and (ii) executed and delivered to us a general release of all claims that he may have against us or persons affiliated with us.

Compensation Committee Interlocks and Insider Participation

During the last completed fiscal year, no member of the Compensation Committee was a current or former officer or employee of our Company. None of our executive officers served as a member of the compensation committee (or board of directors serving the compensation function) of another entity where such entity’s executive officers served on our Compensation Committee. None of our executive officers served as a director of another entity whose executive officers served on our Compensation Committee. Moreover, none of our executive officers served as a member of the compensation committee (or board of directors serving the compensation function) of another entity where such entity’s executive officers served on our Board.

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DIRECTOR COMPENSATION

We have adopted a non-employee director compensation policy pursuant to which our non-employee directors are eligible to receive cash and equity compensation.

As previously disclosed, on March 15, 2021, the Compensation Committee revised our non-employee director compensation policy, effective as of April 1, 2021, to increase the cash portion of the annual retainer payable to our non-employee directors and to increase the number of shares of our Common Stock issuable to our non-employee directors pursuant to initial option award grants and annual option award grants. Effective April 1, 2021, our non-employee directors are entitled to an annual retainer of $40,000 for service on the Board, an annual retainer of an additional $40,000 for service as the Chairman of the Board, an annual retainer of $15,000 for service as the Chair of the Audit Committee, an annual retainer of $7,500 for service as a member of the Audit Committee (excluding the Chair of the committee), an annual retainer of $12,000 for service as the Chair of the Compensation Committee, an annual retainer of $6,000 for service as a member of the Compensation Committee (excluding the Chair of the committee), an annual retainer of $8,000 for service as the Chair of the Corporate Governance/Nominating Committee and an annual retainer of $4,000 for service as a member of the Corporate Governance/Nominating Committee (excluding the Chair of the committee), and equity compensation in the form of an option to purchase 42,000 shares of our Common Stock (subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions) upon election or appointment to the Board (the “Initial Grants”) and an annual option to purchase 35,000 shares of our Common Stock (subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions) (the “Annual Grants”). The Initial Grants will vest at rate of one-third of the shares subject to the option on the one-year anniversary of the date of grant and 1/36th of the shares subject to the option on a monthly basis over the following 24 months. The Annual Grants will vest at a rate of 1/12th per month from the date of grant.

On December 21, 2022, the Compensation Committee further revised our non-employee director compensation policy, effective as of January 1, 2023, to increase the number of shares of our Common Stock subject to (i) Annual Grants to non-employee directors from 35,000 shares of Common Stock to 50,000 shares of Common Stock; and (ii) Initial Grants to new non-employee directors from 42,000 shares of Common Stock to 75,000 shares of Common Stock. The cash component of the compensation under the non-employee director compensation policy did not change.

Non-Employee Director Compensation

Below is a summary of the non-employee director compensation paid in fiscal 2023:

Name	Cash Compensation(1)			Option Grants(2)			Total
Richard W. Pascoe		$	53,500		$	34,220		$	87,720
Brian Lian, Ph.D.		$	71,000		$	34,220		$	105,220
Daniel J. O’Connor, J.D.		$	40,000		$	34,220		$	74,220
Margaret Dalesandro, Ph.D.		$	55,500		$	34,220		$	89,720

(1)

Includes the value of the annual retainers payable to our non-employee directors.

(2)

Represents the grant date fair value of the stock options granted in 2023, computed in accordance with FASB ASC Topic 718. As of December 31, 2023, each of our non-employee directors held stock options to purchase the following number of shares of our common ~~stock and a warrant~~stock: Mr. Pascoe, options to purchase ~~0.75~~4,799 shares; Dr. Lian, options to purchase 5,236 shares; Mr. O’Connor, options to purchase 5,236 shares; and Dr. Dalesandro, options to purchase 4,234 shares.

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EQUITY COMPENSATION PLAN INFORMATION

The following table gives information as of ~~a share~~December 31, 2023 about shares of our ~~common~~Common Stock that may be issued upon the exercise of options or vesting of restricted stock ~~at an assumed~~units under our existing equity compensation plans:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)(1)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(2)
Equity compensation plans approved by security holders		499,338(3)		$	48.30		174,888(4)
Equity compensation plans not approved by security holders(5)		12,091		$	41.18		132,526
Total		511,429		$	48.13		307,414

(1)

Consists of the weighted average exercise price of ~~$1.60, based~~outstanding options as of December 31, 2023.

(2)

Consists entirely of shares of Common Stock that remain available for future issuance under the Inducement Plan, the 2020 Employee Stock Purchase Plan (the “ESPP”) and the Amended and Restated 2012 Plan as of December 31, 2023.

(3)

Consists of options outstanding as of December 31, 2023 under the Amended and Restated 2012 Plan.

(4)

The number of shares of Common Stock available for issuance under the Amended and Restated 2012 Plan will increase automatically on ~~an assumed offering price per unit~~January 1st of ~~$1.60,~~each year, beginning January 1, 2020 and ending on (and including) January 1, 2029 by the lesser of (a) 4% of the number of shares of Common Stock issued and outstanding on a fully-diluted basis as of the close of business on the immediately preceding December 31, and (b) a number of shares of Common Stock set by the Board on or prior to each such January 1. On January 1, 2021 and each January 1 thereafter through January 1, 2030, the number of shares available for issuance under the ESPP shall be cumulatively increased by the lesser of (i) 1% of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31, and (ii) such number of shares as determined by the Board or the Compensation Committee.

(5)

Consists of the Inducement Plan and the Seelos Therapeutics, Inc. 2016 Equity Incentive Plan.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Review and Approval of Transactions with Related Persons

Our Board has adopted a written policy and procedures for review, approval and monitoring of transactions involving us and “related persons” (directors, director nominees, executive officers and stockholders owning 5% or greater of our outstanding Common Stock and immediate family members of any of the foregoing). The policy covers any related person transaction that meets the minimum threshold for disclosure in our public filings under our policy addressing the relevant SEC rules (generally, transactions involving amounts exceeding $120,000 in which ~~was~~a related person has a direct or indirect material interest). Related person transactions must be approved by the ~~last reported sale price~~Board or by the Audit Committee consisting solely of independent directors, which will approve the transaction if they determine that it is in our best interests. The Board or the Audit Committee will periodically monitor the transaction to ensure that there are no changes that would render it advisable for us to amend or terminate the transaction.

Transactions with Related Persons

Employment Agreements

The employment agreements we have entered into with our Named Executive Officers provide for severance benefits in specified circumstances, as well as benefits in connection with a change in control. See the section of this prospectus titled “Executive Compensation — Payments upon Termination or Change in Control” for additional information about these arrangements.

Other Transactions

We have granted stock and option awards to certain of our directors and Named Executive Officers. For more information regarding the stock and option awards granted to our directors and Named Executive Officers, see the sections of this prospectus titled “Executive Compensation — Summary Compensation Table” and “Executive Compensation — Non-Employee Director Compensation” above.

Indemnification

Our Amended and Restated Bylaws, as amended, provide that we will indemnify each of our directors and officers to the fullest extent permitted by the laws of the State of Nevada. Further, we have entered into indemnification agreements with each of our directors and officers, and we have purchased a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances.

Rule 10b5-1 Sales Plans

Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our common stock on ~~April 18, 2017.~~a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The director or executive officer may amend a Rule 10b5-1 plan in some circumstances (which may be deemed a termination of such plan and the entry into a new plan) and may terminate a plan at any time. Our directors and executive officers also may buy or sell additional shares outside of ~~common stock and related warrant forming~~ a ~~unit~~Rule 10b5-1 plan when they are ~~each immediately separable and will be issued separately~~not in ~~this offering.~~

~~Common Stock~~

~~The~~possession of material terms and provisions of our common stock and each other class of our securities which qualifies or limits our common stock are described under the caption “Description of Capital Stock” in this prospectus.

~~Warrants to Purchase Common Stock~~

~~The material terms of the warrants to be issued are summarized below. This summary does not purport to be complete in all respects. This description is~~nonpublic information, subject to ~~and qualified entirely by~~compliance with the terms of ~~the form of warrant filed as an exhibit~~our insider trading policy.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to the ~~registration statement~~beneficial ownership, as of ~~which this prospectus is a part.~~

~~The warrants to be issued with each unit will have an exercise price per share equal to 100%~~February 21, 2024, of ~~the public offering price of the units, or $1.60 per share, based on an assumed public offering price of $1.60 per unit, which was the last reported sale price of~~Common Stock by (a) our ~~common stock on April 18, 2017.~~

We do not currently have a sufficient number of authorized shares of common stock to cover the shares issuable upon exercise of the warrants being offered by this prospectus. As a result, before any warrants can become exercisable, we need to receive stockholder approval of the Charter Amendment atNamed Executive Officers and current directors individually, (b) our ~~next annual meeting of stockholders on May 17, 2017. While our board of directors has unanimously recommended that stockholders approve the Charter Amendment and all~~ current directors and executive officers as a group and (c) each holder of more than 5% of our outstanding Common Stock.

Beneficial ownership and percentage ownership are ~~supportive~~determined in accordance with the Rule 13d-3 of the ~~Charter Amendment, we cannot assure you~~Exchange Act. Under these rules, shares of Common Stock issuable under stock options or warrants that ~~we will be able to obtain requisite stockholder approval~~are exercisable within 60 days of February 21, 2024 are deemed outstanding for the purpose of computing the percentage ownership of the ~~Charter Amendment.~~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)
Directors and Named Executive Officers(2)
Raj Mehra, Ph.D.(3)		432,780		3.11%
Michael Golembiewski(4)		124,679		*
Daniel J. O’Connor, J.D., Director(5)		6,186		*
Brian Lian, Ph.D., Director(6)		5,652		*
Richard W. Pascoe, Director(7)		5,390		*
Margaret Dalesandro, Ph.D., Director(8)		5,622		*
All current executive officers and directors as a group (six persons)(9)		580,309		4.15%
Five Percent Holders
Armistice Capital Master Fund Ltd.(10)		1,276,596		9.93%
Entities affiliated with The Lind Partners, LLC(11)		916,365		9.99%

Denotes less than one percent.

(1)

Percentage ownership is calculated based on a total of 13,680,576 shares of Common Stock issued and outstanding as of February 21, 2024.

(2)

Unless otherwise indicated, the address for each of our directors and executive officers is c/o 300 Park Avenue, 2nd Floor, New York, NY, 10022.

(3)

Represents (i) 185,143 shares of Common Stock held directly by Dr. Mehra, (ii) 171,880 shares of Common Stock issuable upon exercise of stock options that are exercisable within 60 days of February 21, 2024, and (iii) 75,757 shares of Common Stock issuable upon exercise of warrants that are exercisable within 60 days of February 21, 2024.

(4)

Represents (i) 86,452 shares of Common Stock held directly by Mr. Golembiewski, and (ii) 38,227 shares of Common Stock issuable upon exercise of stock options that are exercisable within 60 days of February 21, 2024.

(5)

Represents (i) 534 shares of Common Stock held directly by Mr. O’Connor, and (ii) 5,652 shares of Common Stock issuable upon exercise of stock options that are exercisable within 60 days of February 21, 2024.

(6)

Comprised solely of shares of Common Stock issuable upon exercise of stock options that are exercisable within 60 days of February 21, 2024.

(7)

Represents (i) 173 shares of Common Stock held directly by Mr. Pascoe, (ii) 2 shares of Common Stock issuable upon exercise of warrants that are exercisable within 60 days of February 21, 2024, and (iii) 5,215 shares of Common Stock issuable upon exercise of stock options that are exercisable within 60 days of February 21, 2024.

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(8)

Represents (i) 1,167 shares of Common Stock held directly by Dr. Dalesandro, and (ii) 4,455 shares of Common Stock issuable upon exercise of stock options that are exercisable within 60 days of February 21, 2024.

(9)

Comprised of shares beneficially owned by each of our directors and current executive officers.

(10)

The reported securities directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”), and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. The warrants ~~will be exercisable on any day on or~~are subject to a beneficial ownership limitation of 4.99%, which such limitation restricts the Selling Stockholder from exercising that portion of the warrants that would result in the Selling Stockholder and its affiliates owning, after exercise, a number of shares of common stock in excess of the ~~date that we publicly announce through the filing~~beneficial ownership limitation. The address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022. Consists of 1,276,596 shares of Common Stock issuable upon exercise of a ~~Current Report on Form 8-K~~Warrant, which is currently exercisable, without giving effect to the blocker provision described above.

(11)

~~The warrants may not be exercised by the holder~~except to the extent such exercise is restricted by the Warrant Beneficial Ownership Limitation of 9.99%, as such percentage ownership is determined in accordance with the terms of the Warrant. Lind may not convert any portion of the Note to the extent such conversion would cause Lind, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 4.99% of our then outstanding Common Stock (or 9.99% of our then outstanding Common Stock to the extent Lind, together with its affiliates, beneficially owns in excess of 4.99% of shares of our then outstanding Common Stock at the time of such conversion. Excludes (i) 846,535 shares of Common Stock issuable upon exercise of a Warrant that is held by Lind Global Fund II LP and that is currently exercisable, but such shares have been excluded because the exercise thereof is restricted by the Warrant Beneficial Ownership Limitation of 9.99%, as such percentage ownership is determined in accordance with the terms of the Warrant, and (ii) 946,949 shares of Common Stock issuable upon exercise of a warrant held by Lind Global Fund II LP, which is currently exercisable, but such shares have been excluded because the exercise thereof is restricted by a blocker provision which restricts the exercise of such warrant if, as a result of such exercise, the holder, together with its affiliates and any other person whose beneficial ownership of shares of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act would beneficially own ~~after such exercise more than~~in excess of 4.99% ~~(or, at the election of investor prior to issuance of any warrants, 9.99%)~~ of the outstanding shares of ~~our common stock then outstanding (subject to the right of the holder to increase or decrease~~Common Stock, as such ~~beneficial~~percentage ownership limitation upon notice to us, provided that such limitation cannot exceed 9.99%) and provided that any increase in the beneficial ownership limitation shall not be effective until 61 days after such notice is ~~delivered.~~

The warrants are exercisable for cash or, solely in the absence of an effective registration statement or prospectus registering the issuance of shares of our common stock upon exercise of the warrants, by cashless exercise. This registration statement registers the shares of our common stock upon exercise of the warrants and we anticipate this registration statement will be effective during the exercise period.

The exercise price of the warrants is subject to adjustment in the case of stock dividends or other distributions on shares of common stock or any other equity or equity equivalent securities payable in shares of common stock, stock splits, stock combinations, reclassifications or similar events affecting our common stock, and also, subject to limitations, upon any distribution of assets, including cash, stock or other property to our stockholders.

Prior to the exercise, holders of the warrants will not have any of the rights of holders of the common stock purchasable upon exercise, including voting rights; however, the holders of the warrants will have certain rights to participate in distributions or dividends paid on our common stock to the extent set forth in the warrants.

If we effect a fundamental transaction, then upon any subsequent exercise of any warrants, the holder thereof shall have the right to receive, for each share of common stock that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of shares of the successor’s or acquiring corporation’s common stock or of our common stock, if we are the surviving corporation, and any additional consideration receivable as a result of such fundamental transaction by a holder of the number of shares of common stock into which the warrants were exercisable immediately prior to such fundamental transaction. In addition, in the event of a fundamental transaction (other than a fundamental transaction not approved by our Board of Directors), we or any successor entity shall, at the holder’s option, purchase the holder’s warrants for

~~an amount of cash equal to the value of the warrants as~~ determined in accordance with the ~~Black Scholes option pricing model. A fundamental transaction as described in the Common Stock Warrants generally includes any merger with or into another entity, sale of all or substantially all~~terms of the ~~Company’s assets, tender offer or exchange offer, reclassification~~warrant. Lind Global Partners II LLC, the general partner of Lind Global Fund II LP, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund II LP. Jeff Easton, the managing member of Lind Global Partners II LLC, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund II LP. Jeff Easton is the Managing Member of The Lind Partners, LLC, which is the Investment Manager of Lind Global Fund II LP and Lind, and in such capacity has the right to vote and dispose of the ~~Company’s common stock or~~securities held by such entities. Mr. Easton disclaims beneficial ownership over the ~~consummation~~securities listed except to the extent of ~~a transaction whereby another entity acquires more than 50%~~his pecuniary interest therein. The address for Lind Global Fund II LP is 444 Madison Avenue, 41st Floor, New York, NY 10022.

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LEGAL MATTERS

The validity of the Company’s outstanding voting stock. A fundamental transaction means: (i) our merger or consolidation with or into another entity, (ii) any sale, lease, exclusive license, assignment, transfer, conveyance or other disposition of all or substantially all of our assets in one transaction or a series of related transactions, (iii) any tender offer or exchange offer allowing holders of our common stock to tender or exchange their shares for cash, property or securities, and has been accepted by the holders of 50% or more of the outstanding common stock (iv) any reclassification, reorganization or recapitalization of our common stock or any compulsory share exchange by which common stock is effectively converted into or exchanged for other securities, cash or property, or (v) consummation of a stock or share purchase agreement or other business combination with another person whereby such other person acquires more than 50% of the outstanding shares of ~~common stock.~~

~~The number of shares of our common stock exercisable, the exercise price or the exercise period of the warrants may not be amended without the written consent of the holder of such warrant.~~

~~We do not plan on applying to list the warrants on the NASDAQ Capital Market, any other national securities exchange or any other trading system.~~

~~UNDERWRITING~~

We have entered into an underwriting agreement dated , 2017, with H.C. Wainwright & Co., LLC as the sole book-running manager of this offering. The underwriting agreement provides for the purchase of 5,000,000 units, with each unit consisting of one share of common stock and a warrant to purchase 0.75 of shares of our common stock. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriter and the underwriter has agreed to purchase from us, at the public offering price less the underwriting discounts and commission set forth on the cover page of this prospectus, the number of our units set forth opposite its name below.



~~Underwriter~~		~~Number of Shares~~
~~H.C. Wainwright & Co., LLC~~


~~Total~~

A copy of the underwriting agreement has been filed as an exhibit to the registration statement of which this prospectus is a part. The units we are offering are being offered by the underwriter subject to certain conditions specified in the underwriting agreement.

We have been advised by the underwriter that it proposes to offer the units directly to the public at the public offering price set forth on the cover page of this prospectus. Any units sold by the underwriter to securities dealers will be sold at the public offering price less a selling concession not in excess of $ per unit.

The underwriting agreement provides that the underwriter’s obligation to purchase the securities we are offering is subject to conditions contained in the underwriting agreement. The underwriter is obligated to purchase and pay for all of the unitsCommon Stock offered by this ~~prospectus.~~

No action has been taken by us or the underwriter that would permit a public offering of the units in any jurisdiction where action for that purpose is required. None of the units included in this offering may be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sales of any of the units be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons who receive this prospectus are advised to inform themselves about and to observe any restrictions relating to this offering of the common stock and the distribution of this prospectus. This prospectus is neither an offer to sell nor a solicitation of any offer to buy the common stock in any jurisdiction where that would not be permitted or legal.

~~The underwriter has advised us that it does not intend to confirm sales to any accounts over which it exercises discretionary authority.~~

~~Underwriting Discounts, Commissions and Expenses~~

The following table shows the public offering price, underwriting discounts and commissions and proceeds, before expenses to us. These amounts are shown assuming both no exercise and full exercise of the underwriter’s option to purchase additional shares and/or warrants.



	~~Per Unit~~	~~Total~~
~~Public offering price~~
~~Underwriting discounts and commissions~~
~~Proceeds, before expenses, to us~~

We estimate the total expenses payable by us for this offering to be approximately $950,000, which amount includes (i) the underwriting discount of $ , (ii) a management fee equal to 1.0% of the gross proceeds raised in this offering, (iii) $35,000 non-accountable expense allowance payable to the underwriter, (iii) reimbursement of the accountable expenses of the underwriter equal to $75,000 (none of which has been paid in advance), including the legal fees of the underwriter being paid by us, and (iv) other estimated expenses of approximately $200,000 which include legal, accounting, printing costs and various fees associated with the registration and listing of our shares.

~~Underwriter Warrants~~

We have agreed to issue to the underwriter warrants to purchase a number of shares of our common stock equal to 5% of the aggregate number of shares of common stock sold in this offering, (but not with respect to any shares of common stock issuable upon exercise of the warrants in this offering). The underwriter warrants will have substantially the same terms as the warrants being sold concurrently to the investors in this offering, except that the underwriter warrants will have a term of no greater than five years from the effective date of this prospectus supplement and an exercise price per share equal to 125% of the public offering price for shares sold in this offering. Pursuant to FINRA Rule 5110(g), the underwriter warrants and any shares issued upon exercise of the underwriter warrants shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of this offering, except the transfer of any security: (i) by operation of law or by reason of our reorganization; (ii) to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction set forth above for the remainder of the time period; (iii) if the aggregate amount of our securities held by the placement agent or related persons do not exceed 1% of the securities being offered; (iv) that is beneficially owned on a pro rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund and the participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security, if all securities remain subject to the lock-up restriction set forth above for the remainder of the time period.

~~Right of First Refusal~~

We granted the underwriter, for a period of 12 months from the date of commencement of sales under this offering, a right of first refusal to act as sole book-running manager for each and every future public equity offering by us or any of our successors or subsidiaries and a six-month tail fee equal to the cash compensation percentage in this offering. We have also agreed to a tail fee equal to the cash and warrant compensation in this offering if any investor to which the underwriter introduced us with respect to this offering during the term of its engagement provides us with further capital in a public or private offering or capital raising transaction, with certain exceptions, during the 6-month period following termination of our engagement of the underwriter.

~~NASDAQ Capital Market Listing~~

~~Our stock is currently traded on The NASDAQ Capital Market under the symbol “APRI.” On April 18, 2017, the closing price of our common stock was $1.60 per share.~~

~~Lock-up Agreements~~

Our officers and directors have agreed with the underwriter to be subject to a lock-up period of 90 days following the date of this prospectus. This means that, during the applicable lock-up period, such persons may not offer for sale, contract to sell, sell, distribute, grant any option, right or warrant to purchase, pledge, hypothecate or otherwise dispose of, directly or indirectly, any

shares of our common stock or any securities convertible into, or exercisable or exchangeable for, shares of our common stock. Certain limited transfers are permitted during the lock-up period if the transferee agrees to these lock-up restrictions. We have also agreed, in the underwriting agreement, to similar lock-up restrictions on the issuance and sale of our securities for 90 days following the closing of this offering, although we will be permitted to issue stock options or stock awards to directors, officers, employees and consultants under our existing plans. The underwriter may, in its sole discretion and without notice, waive the terms of any of these lock-up agreements.

~~Stabilization, Short Positions and Penalty Bids~~

~~The underwriter may engage in syndicate covering transactions, stabilizing transactions and penalty bids or purchases for the purpose of pegging, fixing or maintaining the price of our common stock:~~

Syndicate covering transactions involve purchases of securities in the open market after the distribution has been completed in order to cover syndicate short positions. Such a naked short position would be closed out by buying securities in the open market. A naked short position is more likely to be created if the underwriter is concerned that there could be downward pressure on the price of the securities in the open market after pricing that could adversely affect investors who purchase in the offering.

~~Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specific maximum.~~

Penalty bids permit the underwriter to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These syndicate covering transactions, stabilizing transactions and penalty bids may have the effect of raising or maintaining the market prices of our securities or preventing or retarding a decline in the market prices of our securities. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. Neither we nor the underwriter make any representation or prediction as to the effect that the transactions described above may have on the price of our common stock. These transactions may be effected on The NASDAQ Capital Market, in the over-the-counter market or on any other trading market and, if commenced, may be discontinued at any time.

In connection with this offering, the underwriter also may engage in passive market making transactions in our common stock in accordance with Regulation M during a period before the commencement of offers or sales of shares of our common stock in this offering and extending through the completion of the distribution. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for that security. However, if all independent bids are lowered below the passive market maker’s bid that bid must then be lowered when specific purchase limits are exceeded. Passive market making may stabilize the market price of the securities at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.

Neither we nor the underwriter make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the prices of our securities. In addition, neither we nor the underwriter make any representation that the underwriter will engage in these transactions or that any transactions, once commenced, will not be discontinued without notice.

~~Indemnification~~

We have agreed to indemnify the underwriter against certain liabilities, including certain liabilities arising under the Securities Act, or to contribute to payments that the underwriter may be required to make for these liabilities.

~~Other Relationships~~

The underwriter and its respective affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. The underwriter has received, or may in the future receive, customary fees and commissions for these transactions. The underwriter in this offering acted as our exclusive placement agent for a securities offering we consummated in September 2016, pursuant to which it received compensation, including warrants to purchase our shares of common stock.

~~LEGAL MATTERS~~

~~Certain legal matters~~ will be passed upon for us by ~~Latham & Watkins LLP, San Diego, California, and for the underwriter by Ellenoff Grossman & Schole LLP, New York, New York. Certain matters of Nevada law will be passed upon by~~ Brownstein Hyatt Farber Schreck, ~~LLP.~~LLP, Las Vegas, Nevada.

EXPERTS

The consolidated financial statements of Seelos Therapeutics, Inc. as of December 31, ~~2016~~2023 and ~~2015~~2022, and for each of the years ~~then~~in the two-year period ended December 31, 2023, have been incorporated by reference ~~in this prospectus have been so incorporated~~herein in reliance onupon the report of ~~BDO USA,~~KPMG LLP, an independent registered public accounting firm, ~~(the report on the financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern), given on~~incorporated by reference herein, and upon the authority of said firm as experts in ~~auditing~~accounting and ~~accounting.~~auditing. The audit report covering the December 31, 2023 consolidated financial statements contains an explanatory paragraph that states that Seelos Therapeutics, Inc.’s recurring losses from operations and net capital deficiency raises substantial doubt about the entity’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of that uncertainty.

WHERE YOU CAN FIND ~~ADDITIONAL~~MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1, as amended, under the Securities Act ~~of 1933, as amended,~~ with respect to the ~~units~~shares of Common Stock being offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information in the registration statement of which this prospectus is a part and ~~its exhibits.~~the exhibits to such registration statement. For further information with respect to us and the ~~common stock~~Common Stock offered by this prospectus, we refer you to the registration statement of which this prospectus is a part and ~~its exhibits.~~the exhibits to such registration statement. Statements contained in this prospectus as to the contents of any contract or any other document ~~referred to~~ are not necessarily ~~complete, and in each instance, we refer you to the copy of the~~complete. If a contract or ~~other~~ document has been filed as an exhibit to the registration ~~statement.~~statement, please see the copy of the contract or document that has been filed. Each ~~of these statements~~statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by ~~this reference. You may read~~the filed exhibit.

The SEC maintains an Internet site that contains reports, proxy and ~~copy any document~~information statements, and other information regarding issuers, like us, that we file at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, on official business days during the hours of 10:00 am and 3:00 pm. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. All filings we makeelectronically with the ~~SEC are also available on the~~SEC. The SEC’s ~~web~~Internet site can be found at http://~~www.sec.gov.~~www.sec.gov. You may also request a copy of these filings, at no cost, by writing us at ~~11975 El Camino Real, Suite~~ 300 ~~San Diego, California 92130~~Park Avenue, 2nd Floor, New York, New York 10022 or telephoning us at ~~(858) 222-8041.~~(646) 293-2100.

We are subject to the ~~periodic~~information and reporting requirements of the Exchange Act and, ~~we will~~in accordance with this law, file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information are available ~~for inspection and copying~~ at the ~~public reference room and~~ website of the SEC referred to above. We also maintain a website at ~~http:~~https://~~www.apricusbio.com.~~seelostherapeutics.com. You may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SECthese materials free of charge ~~at our website~~ as soon as reasonably practicable after ~~such material is~~they are electronically filed with, or furnished to, the SEC. ~~We have not incorporated by reference into this prospectus the information~~Information contained ~~in, or that can be accessed through,~~on our website ~~and you should~~is not ~~consider it to be~~ a part of this ~~document.~~prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and persons controlling us pursuant to the provisions described in Item 14 of the registration statement of which this prospectus is a part or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our directors, officers, or controlling persons in the successful defense of any action, suit, or proceeding) is asserted by our directors, officers, or controlling persons in connection with the Common Stock being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of the issue.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The ~~SEC’s rules allow~~SEC allows us to ~~“incorporate~~incorporate by ~~reference”~~reference the information ~~into this prospectus,~~and reports we file with it, which means that we can disclose important information to you by referring you to ~~another document filed separately with the SEC.~~these documents. The information incorporated by reference is ~~deemed to be~~an important part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or replaces that statement.

We incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus, between the date of this prospectus and the termination of the offering of the securities described in this prospectus. We are ~~not, however,~~ incorporating by reference ~~any~~the documents ~~or portions thereof, whether specifically~~ listed below, orwhich we have already filed inwith the ~~future, that are not deemed “filed”~~SEC:

(a)

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on March 6, 2024;

(b)

Our Current Reports on Form 8-K filed with the SEC on (i) January 10, 2024, (ii) January 22, 2024, and (iii) January 30, 2024; and

(c)

The description of our common stock set forth in our Registration Statement on Form 8-A (File No. 000-22245), filed with the SEC on April 10, 2000, including any amendments or reports filed for the purpose of updating such description, including the description of our ~~Compensation Committee report and performance graph or~~common stock included as Exhibit 4.6 to our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 6, 2024.

We also incorporate by reference any ~~information~~future filings (other than current reports furnished ~~pursuant to Items~~under Item 2.02 or Item 7.01 of Form 8-K orand exhibits filed on such form that are related ~~exhibits furnished~~to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to ~~Item 9.01 of Form 8-K.~~

~~This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC:~~



~~(1)~~	~~Our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on March 13, 2017;~~



~~(2)~~	~~Our Current Reports on Form 8-K filed with the SEC on February 9, 2017 and March 8, 2017; and~~



~~(3)~~	~~Our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 13, 2017.~~

~~All reports and other documents we subsequently file pursuant to Section~~Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, ~~prior to the termination of this offering,~~ including ~~all such documents we may file with the SEC~~those made after the date of the initial ~~registration statement and prior to the effectiveness~~filing of the registration statement ~~but excluding any information furnished~~of which this prospectus is a part and prior to ~~rather than filed with,~~effectiveness of such registration statement, until we file a post-effective amendment that indicates the ~~SEC, will also be incorporated~~termination of the offering of the securities made by ~~reference into~~ this prospectus and ~~deemed to be~~such future filings will become a part of this prospectus from the ~~date~~respective dates that such documents are filed with the SEC. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of ~~the filing of such reports and documents.~~this prospectus.

Documents incorporated by reference are available from us, without charge. You may ~~request a free copy of any of the~~obtain documents incorporated by reference in this prospectus ~~(other than exhibits, unless they are specifically incorporated~~ by ~~reference~~requesting them in ~~the documents) by~~ writing or ~~telephoning us~~by telephone at the following address:

~~Apricus Biosciences,~~Seelos Therapeutics, Inc.
300 Park Avenue, 2nd Floor
New York, New York 10022
Telephone: (646) 293-2100

~~11975 El Camino Real, Suite 300~~You also may access these filings on our Internet site at https://seelostherapeutics.com. Our web site and the information contained on that site, or connected to that site, are not incorporated into this prospectus or the registration statement of which this prospectus is a part.

~~San Diego, California 92130~~This prospectus is part of a registration statement we filed with the SEC. We have incorporated exhibits into the registration statement of which this prospectus is a part. You should read the exhibits carefully for provisions that may be important to you.

~~Attn: Secretary~~

~~(858) 222-8041~~

~~Exhibits~~Neither we nor the selling stockholder authorized anyone to ~~the filings will not be sent, however, unless~~provide any information or to make any representations other than those ~~exhibits have specifically been incorporated by reference~~contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any ~~accompanying~~other information that others may give you. This prospectus ~~supplement.~~is an offer to sell only the shares offered hereby, but only under the circumstances and in the jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our Common Stock. Our business, financial condition, results of operations and prospects may have changed since that date. We are not, and the selling stockholder is not, making an offer of these securities in any jurisdiction where such offer is not permitted.

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~~5,000,000 Units~~

~~Consisting of One Share of~~ 3,404,256 Shares

[MISSING IMAGE: lg_seelostherape-4clr.jpg]

Common Stock ~~and~~

~~A Warrant to Purchase 0.75 of a Share of Common Stock~~PROSPECTUS

~~_______________~~

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~~Rodman & Renshaw~~

~~a unit of H.C. Wainwright & Co.~~

~~, 2017~~

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS


~~Item 13.~~	~~Other Expenses of Issuance and Distribution.~~

Item 13. Other Expenses of Issuance and Distribution

The following table ~~indicates~~sets forth the costs and expenses, ~~to be incurred in connection with the offering described in this registration statement,~~ other than underwriting discounts and commissions, ~~all~~payable by Seelos Therapeutics, Inc. (the “Registrant”), in connection with the sale and distribution of ~~which will be paid by us.~~the securities being registered. All amounts are estimated except the Securities and Exchange Commission (the “SEC”) registration ~~fee, the Financial Industry Regulatory Authority, Inc., or FINRA, filing fee and the NASDAQ Capital Market listing~~ fee.


	Amount to be paid
Item			Amount
SEC registration fee	$	1,681		$	512.52
FINRA filing fee	1,535
Legal fees and expenses	158,500				25,000
Accounting fees and expenses	35,000				20,000
Transfer agent and registrar fees and expenses	2,500
Miscellaneous expenses	784
Printing, transfer agent fees and miscellaneous expenses					10,000
Total	$	200,000		$	55,512.52

Item 14.Indemnification of Directors and ~~Officers.~~Officers

~~Our~~The Registrant’s officers and directors are indemnified under Nevada law, ~~our~~the Registrant’s Amended and Restated Articles of Incorporation, as amended, and ~~our Fourth~~its Amended and Restated Bylaws, as amended, against certain liabilities. ~~Our~~The Registrant’s Amended and Restated Articles of Incorporation, as amended, require usthe Registrant to indemnify ~~our~~its directors and officers to the fullest extent permitted by the laws of the State of Nevada in effect from time to time.

Pursuant to ~~our~~its Amended and Restated Articles of Incorporation, as amended, none of ~~our~~the Registrant’s directors or officers shall be personally liable to usthe Registrant or ~~our~~its stockholders for damages for breach of fiduciary duty as a director or officer, except for (1) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (2) the payment of dividends in violation of the applicable statutes of Nevada. Further, ~~our~~the Registrant’s Amended and Restated Articles of Incorporation, as amended, provide that if Nevada law is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, the liability of a director or officer of the ~~corporation~~Registrant shall be eliminated or limited to the fullest extent permitted by Nevada law, as so amended from time to time. However, Nevada Revised Statutes ~~Section~~ 78.138 currently provides that, except as otherwise provided in the Nevada Revised Statutes, a director or officer shall not be individually liable to usthe Registrant or ~~our~~its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that (i) the presumption established by Nevada Revised Statutes 78.138(3) has been rebutted, (ii) the director’s or officer’s acts or omissions constituted a breach of his or her fiduciary duties as a director or officer, and ~~(ii)~~(iii) such breach involved intentional misconduct, fraud or a knowing violation of the law.

Pursuant to ~~our~~the Registrant’s Amended and Restated Articles of Incorporation, as amended, weit shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was or has agreed to become a director or officer of ~~our company~~the Registrant or is serving at ~~our~~the Registrant’s request as a director or officer of another entity or enterprise or by reason of actions alleged to have been taken or omitted in such capacity or in any other capacity while serving as a director or officer, to the fullest extent permitted by applicable law, against ~~any and~~ all loss, liability and expenses, including attorneys’ fees, costs, damages, judgments, fines, amounts paid in settlement, and ERISA excise taxes or penalties, actually and reasonably incurred by or on behalf of such person in connection with such action, suit or proceeding, including any appeal. This right to indemnification shall continue for any person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, next of kin, executors, administrators and legal representatives.

~~Our~~The Registrant’s Amended and Restated Articles of Incorporation, as amended, also provide that weit shall pay the expenses of directors and officers incurred as a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, as they are incurred and

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in advance of the final disposition of the action, suit or proceeding, but, if applicable law so requires, only upon receipt by usthe Registrant of an undertaking from the director or officer to repay the advanced amounts in the event it is ultimately determined by a final decision, order or decree of a court of competent jurisdiction that the director or officer is not entitled to be indemnified for such expenses.

~~Our Fourth~~The Registrant’s Amended and Restated Bylaws, as amended, provide that wethe Registrant shall indemnify and hold harmless, to the fullest extent permitted by the laws of the State of Nevada, each director or officer of the ~~corporation~~Registrant who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any threatened, pending, or completed action, suit or proceeding (whether civil, criminal, administrative or investigative, and including, without limitation, an action, suit or proceeding by or in the right of the

~~corporation)~~ Registrant), by reason of the fact that he or she is or was a director or officer of the ~~corporation~~Registrant or is or was serving in any capacity at the request of the ~~corporation~~Registrant as a director, officer, employee, agent, partner, member, manager or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, limited liability company, trust or other enterprise. Such indemnification shall be against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, taxes, penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such director or officer in connection with any such action, suit or proceeding; provided that such director or officer either is not liable pursuant to Nevada Revised Statutes 78.138 or acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the ~~corporation,~~Registrant, and with respect to any such action, suit or proceeding that is criminal in nature, had no reasonable cause to believe that his or her conduct was unlawful. No such indemnification shall be made to or on behalf of any such director or officer if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, fraud or a knowing violation of law and was material to the cause of action, or for any expenses of such director or officer incurred in his or her capacity as a stockholder. ~~Our Fourth~~The Amended and Restated Bylaws, as amended, also require that the expenses of such directors and officers must be paid by the ~~corporation~~Registrant (or through insurance maintained, or other financial arrangements made, by the ~~corporation)~~Registrant) as such expenses are incurred and in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of such director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the ~~corporation.~~Registrant. Any indemnification of directors and officers under ~~our Fourth~~the Amended and Restated Bylaws, as amended, shall inure to the benefit of their respective heirs, executors and administrators.

Section 78.7502 of the Nevada Revised Statutes permits a corporation to indemnify, pursuant to that statutory provision, a present or former director, officer, employee or agent of the corporation, or of another entity or enterprise (including as a manager of a limited liability company), for which such person is or was serving in such capacity at the request of the corporation, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, except an action by or in the right of the corporation, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection therewith, arising by reason of such person’s service in such capacity if such person (i) is not liable pursuant to Section 78.138 of the Nevada Revised Statutes, or (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to a criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the case of actions brought by or in the right of the corporation, however, no indemnification pursuant to Section 78.7502 of the Nevada Revised Statutes may be made for any claim, issue or matter as to which such person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

~~Section 78.751 of the Nevada Revised Statutes permits any~~Any discretionary indemnification ~~under~~pursuant to Section 78.7502 of the Nevada Revised Statutes, unless ordered by a court or advanced to a director or officer by the corporation in accordance with the Nevada Revised Statutes, tomay be made by a corporation only as authorized in each specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. Such determination must be made (1) by the stockholders, (2) by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding, (3) if a majority vote

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of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion, or (4) if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

~~We maintain~~Section 78.751 of the Nevada Revised Statutes further provides that indemnification pursuant to Section 78.7502 of the Nevada Revised Statutes does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Registrant’s Amended and Restated Articles of Incorporation, as amended, or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in the person’s official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court pursuant to Section 78.7502 of the Nevada Revised Statutes or for the advancement of expenses, may not be made to or on behalf of any director or officer finally adjudged by a court of competent jurisdiction, after exhaustion of any appeals, to be liable for intentional misconduct, fraud or a knowing violation of law, and such misconduct, fraud or violation was material to the cause of action.

The Registrant maintains a general liability insurance policy that covers certain liabilities of directors and officers of ~~our corporation~~the Registrant arising out of claims based on acts or omissions in their capacities as directors or officers.

See also the undertakings set out in response to Item 17 herein.


~~Item 15.~~	~~Recent Sales of Unregistered Securities.~~

Item 15. Recent Sales of Unregistered Securities.

InSince January 1, 2021, the ~~three years preceding the filing of this registration statement, we have~~Registrant has issued ~~and sold~~ the following ~~unregistered~~ securities that were not registered under the Securities Act of 1933, as amended (the “Securities Act”) (all share amounts have been retrospectively adjusted to reflect a ~~10-for-1~~30-for-1 reverse stock split that was effected on ~~October 24, 2016)~~November 28, 2023):

~~Issuance of Capital Stock~~

(1) On ~~October 17, 2014, we, through our wholly-owned subsidiary NexMed (U.S.A.~~June 14, 2021, the Registrant and Lind Global Asset Management II, LLC (“Lind Global”)~~, Inc.,~~ entered into ~~a license agreement, or~~an Acknowledgment and Termination Agreement, pursuant to which the ~~License Agreement, with Forendo Pharma Ltd., or Forendo, and a stock issuance agreement with Forendo and Birch & Lake Partners LLC, or B&L. In partial consideration of~~Registrant agreed to issue to the ~~licenses granted under the License Agreement, we issued to Forendo and B&L~~Lind Global an aggregate of ~~360,008~~13,542 shares of ~~our common stock.~~ Common Stock and pay Lind Global an additional aggregate of $790,804 in full satisfaction of the Registrant’s remaining obligations to Lind Global under that certain convertible promissory note in an aggregate principal amount of $12,000,000, which would bear no interest and mature on December 11, 2022.

The issuance of the shares of Common Stock were not registered under the Securities Act in reliance upon the exemption from registered provided by Section 3(a)(9) or 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder.

(2) On July 7, 2021, the Registrant issued 1,456 shares of Common Stock to an accredited an accredited investor in full satisfaction of its remaining obligations under an outstanding convertible promissory note that the Registrant previously issued to the accredited investor on December 18, 2021 and that had a remaining outstanding principal amount of $69,863 as of such date.

The shares of Common Stock were ~~issued~~offered and sold ~~without~~to the accredited investor in a transaction exempt from registration under the Securities Act ~~or state securities laws,~~ in reliance on Section 3(a)(9) or 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder.

(3) On November 24, 2021, the ~~exemptions~~Registrant issued 85,676 shares of Common Stock to iX Biopharma Europe Limited (“iX Biopharma”) as partial consideration pursuant that certain exclusive license agreement, dated as of November 24, 2021.

The shares of Common Stock were offered and sold to iX Biopharma in a transaction exempt from registration under the Securities Act in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder. iX Biopharma represented that it was an “accredited investor,” as defined in Regulation D, and was acquiring the shares of Common Stock for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof.

(4) On November 23, 2021, the Registrant issued and sold to Lind Global Asset Management V, LLC (“Lind”) in, a private placement, in exchange for the payment by Lind of $20,000,000, (a) the Lind Note and (b) 17,826 shares of Common Stock.

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The shares of Common Stock were offered and sold or will be offered and sold, as applicable, to Lind on November 23, 2021 in a transaction exempt from registration under the Securities Act in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder. Lind represented that it was an “accredited investor,” as defined in Regulation D, and was acquiring the Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof.

(5) On April 11, 2022, the Registrant issued 16,667 shares of Common Stock to Phoenixus AG f/k/a Vyera Pharmaceuticals AG (“Vyera”) pursuant to an amendment to that certain Asset Purchase Agreement by and between the Regitrant and Vyera, dated March 6, 2018 (as amended by a first amendment thereto entered into on May 18, 2018, a second amendment thereto entered into on December 31, 2018, a third amendment thereto entered into on October 15, 2019 and a fourth amendment thereto entered into on February 15, 2021) as partial consideration. The Registrant also agreed to issue to Vyera on or before July 11, 2022 an additional 16,667 shares of Common Stock and issue to Vyera on or before January 11, 2023 an additional number of shares of Common Stock equal to $1,000,000 divided by the volume weighted average closing price of the Common Stock for the ten consecutive trading days ending on the fifth trading day prior to the applicable date of issuance of the shares of Common Stock.

The shares of Common Stock were offered and issued, or would be issued, to Vyera in transactions exempt from registration, in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder.

(6) On August 30, 2022, the Registrant entered into a consulting agreement with an advisory firm, pursuant to which the advisory firm agreed to provide the Registrant with certain management consulting, business and advisory services. As partial consideration for the services, the Registrant issued the advisory firm 3,334 unregistered shares of Common Stock on August 30, 2022.

The issuance of the shares of Common Stock was not registered under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act ~~and/or~~and Rule 506 of Regulation D promulgated ~~thereunder~~by the SEC, and in reliance on similar exemptions under applicable state laws. Appropriate legends were affixed to the shares of Common Stock. The advisory firm had adequate access, through employment, business or other relationships, to information about the Company. In connection with the foregoing issuance, the advisory firm represented to the us that it was an accredited investor and was acquiring the shares of Common Stock for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof and that it could bear the risks of the investments and could hold the securities for an indefinite period of time. In connection with the foregoing issuance, the advisory firm received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration statement or an available exemption from the registration requirements of the Securities Act. The shares are deemed restricted securities for purposes of the Securities Act. There were no underwriters employed in connection with this transaction.

(7) On June 1, 2022, the Registrant entered into a consulting agreement with an advisory firm, pursuant to which the advisory firm agreed to provide the Registrant with certain management consulting, business and advisory services. As partial consideration for the services, the Registrant issued the advisory firm 3,334 unregistered shares of Common Stock on June 1, 2022.

~~Issuances of Warrants to Purchase Capital Stock~~

On October 17, 2014, we entered into an Amendment Agreement, or the Amendment, with The Tail Wind Fund Ltd., Solomon Strategic Holdings, Inc., and Tail Wind Advisory & Management Ltd., or the Holders, such Holders being the holders of an aggregate principal amount of $1,225,000 of our 7% Convertible Notes Due December 31, 2014, or the Notes. PursuantAppropriate legends were affixed to the ~~Amendment, we repaid~~shares of Common Stock. The advisory firm had adequate access, through employment, business or other relationships, to information about the ~~Notes in full and issued warrants~~Registrant. In connection with the foregoing issuance, the advisory firm represented to the ~~Holders to purchase up to~~Registrant that it was an ~~aggregate of 48,040~~accredited investor and was acquiring the shares of ~~our common stock, at~~Common Stock for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof and that it could bear the risks of the investments and could hold the securities for an ~~exercise price~~indefinite period of ~~$25.50 per share, which expired on December 31, 2015.~~time. In connection with the foregoing issuance, the advisory firm received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration statement or an available exemption from the registration requirements of the Securities Act. The shares of Common Stock are

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deemed restricted securities for purposes of the Securities Act. There were no underwriters employed in connection with this transaction.

(8) On ~~October 17, 2014, we~~February 9, 2023, the Registrant entered into a ~~loan and security~~consulting agreement ~~or the Credit Facility~~ with ~~Oxford Finance LLC and Silicon Valley Bank, or the Lenders,~~an advisory firm, pursuant to which the ~~Lenders~~advisory firm agreed to ~~make term loans available to us in a principal amount of up to $10 million.~~provide the Registrant with certain management consulting, business and advisory services. As partial consideration for the ~~initial term loan granted to us under~~services, the ~~Credit Facility, on October 17, 2014 we~~Registrant issued to the ~~Lenders warrants to purchase up to 19,380~~advisory firm 1,667 unregistered shares of ~~our common stock, at an exercise price~~Common Stock on February 9, 2023.

The issuance of ~~$12.90 per share. As partial consideration for a second term loan under~~ the ~~Credit Facility, on July 23, 2015, we issued to the Lenders warrants to purchase up to 15,244~~ shares of our common stock, at an exercise price of $16.40 per share. The warrants may be exercised either for cash or on a cashless basis. The warrants expire ten years from each date of issuance. Additionally, in the event of our acquisition for cash or marketable securities, either the Lenders shall exercise their warrants or such warrants will expire immediately prior to the consummation of such acquisition.

~~On September 28, 2016, we completed a~~Common Stock was not registered direct offering of 1,082,402 shares of our common stock at a purchase price of $3.45 per share with a group of investors. Concurrently in a private placement, for each share of common stock purchased by each investor, such investor received an unregistered warrant to purchase three quarters of a share of common stock, which we refer to as the September 2016 Warrants. The September 2016 Warrants have an exercise price of $4.50 per share, are exercisable six months from the initial issuance date, and will expire five and a half years from the initial issuance date. The aggregate gross proceeds from the sale of the common stock and warrants were approximately $3.7 million, and the net proceeds after deduction of commissions, fees and expenses were approximately $3.2 million. In connection with this transaction, we issued to the placement agent, warrants to purchase up to 54,123 shares of our common stock, sold in this offering, which we refer to as the Placement Agent Warrants. The Placement Agent Warrants have substantially the same terms as the September 2016 Warrants, except that the Placement Agent Warrants have an exercise price of $4.3125 per share and will expire five years from the initial issuance date. Rodman & Renshaw, a unit of H.C. Wainwright & Co., acted as our exclusive placement agent for the offering.

~~All of the warrants described above were issued and sold without registration~~ under the Securities Act ~~or state securities laws,~~ in reliance onupon the ~~exemptions~~exemption from registration provided by Section 4(a)(2) of the Securities Act ~~and/or~~and Rule 506 of Regulation D promulgated ~~thereunder~~by the SEC, and in reliance on similar exemptions under applicable state laws.

Appropriate legends were affixed to the shares of commons stock. The advisory firm had adequate access, through employment, business or other relationships, to information about the Registrant. In connection with the foregoing issuance, the advisory firm represented to us that it was an accredited investor and was acquiring the shares of Common Stock for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof and that it could bear the risks of the investments and could hold the securities for an indefinite period of time. In connection with the foregoing issuance, the advisory firm received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration statement or an available exemption from the registration requirements of the Securities Act. The shares of Common Stock are deemed restricted securities for purposes of the Securities Act. There were no underwriters employed in connection with this transaction.

(9) On May 19, 2023, the Registrant issued to Lind 33,334 shares of Common Stock (the “May Consideration Shares”) as consideration for entering into that certain Amendment No. 3 to the Note (“Amendment No. 3”).

The May Consideration Shares were offered and sold to Lind in a transaction exempt from registration in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. Lind represented that it was an “accredited investor,” as defined in Regulation D, and was acquiring the applicable securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof.

(10) On May 19, 2023, the Registrant issued common stock warrants to purchase up to an aggregate of 133,334 shares of Common Stock (the “May Warrants”) as consideration to certain purchasers who entered into that certain Amendment No. 1 (the “Purchase Agreement Amendment”) to that certain Securities Purchase Agreement, dated as of March 14, 2023 (the “Securities Purchase Agreement”), pursuant to which the purchasers agreed to, among other things, waive certain restrictions on issuing and registering shares of Common Stock contained within the Securities Purchase Agreement to permit the Registrant to make the certain payments of accrued interest and monthly payments of the outstanding principal amount payable by the Company pursuant to the Note for the months of May, June, July, August and September 2023 in a combination of cash and shares of Common Stock as contemplated in Amendment No. 3 and to issue the May Consideration Shares to the Lind.

The exercise price of the May Warrants is $31.80 per share, subject to adjustment as provided therein, and the May Warrants will be exercisable beginning on the six month anniversary of the issuance date and will expire on the date that is five and a half years following the original issuance date.

The May Warrants and the shares of Common Stock issuable upon exercise of the May Warrants were offered and sold to the Purchasers in a transaction exempt from registration in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. Each Purchaser represented that it was an “accredited investor,” as defined in Regulation D, and was acquiring the applicable securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof.

(11) Between January 23, 2023 and February 21, 2024, the Registrant issued the following shares of Common Stock to Lind to satisfy principal and interest payments under the Note:

(a)

49,765 shares of Common Stock on January 23, 2023 to satisfy principal payments at a repayment share price of $18.42 per share,

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(b)

4,128 shares of Common Stock on January 31, 2023 to satisfy interest payments at a repayment share price of $20.79 per share,

(c)

47,744 shares of Common Stock on February 23, 2023 to satisfy principal payments thereunder at a repayment share price of $19.20 per share,

(d)

3,903 shares of Common Stock on February 28, 2023 to satisfy interest payments thereunder at a repayment share price of $19.02 per share,

(e)

22,664 shares of Common Stock on May 23, 2023 to satisfy principal payments thereunder at a repayment share price of $18.36 per share,

(f)

3,353 shares of Common Stock on May 31, 2023 to satisfy interest payments thereunder at a repayment share price of $21.54 per share,

(g)

17,146 shares of Common Stock on June 23, 2023 to satisfy principal payments thereunder at a repayment share price of $24.27 per share,

(h)

2,744 shares of Common Stock on June 30, 2023 to satisfy interest payments thereunder at a repayment share price of $25.11 per share,

(i)

13,1989 shares of Common Stock on July 24, 2023 to satisfy principal payments thereunder at a repayment share price of $31.53 per share,

(j)

2,041 shares of Common Stock on August 1, 2023 to satisfy interest payments thereunder at a repayment share price of $32,76 per share,

(k)

13,441 shares of Common Stock on August 23, 2023 to satisfy principal payments thereunder at a repayment share price of $30.96 per share,

(l)

2,162 shares of Common Stock on August 31, 2023 to satisfy interest payments thereunder at a repayment share price of $28.95 per share,

(m)

62,570 shares of Common Stock on October 5, 2023 to satisfy principal payments thereunder at a repayment share price of $4.41 per share,

(n)

172,161 shares of Common Stock on November 9, 2023 to satisfy principal payments thereunder at a repayment share price of $4.44 per share,

(o)

38,405 shares of Common Stock on November 9, 2023 to satisfy interest payments thereunder at a repayment share price of $4.44 per share, and

(p)

481,727 shares of Common Stock on January 12, 2024 to satisfy principal and interest payments thereunder at a repayment share price of $1.204 per share.

These shares were issued in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder.

(12) On January 30, 2024, the Registrant issued warrants to purchase up to 3,404,256 shares of Common Stock in a private placement to certain institutional investors. Pursuant to a securities purchase agreement, dated as of January 26, 204, by and among the Registrant and certain institutional investors (the “January 2024 SPA”), the Registrant also issued and sold an aggregate of 3,404,256 shares of Common Stock in a registered direct offering, where the shares were offered by the Registrant pursuant to its shelf registration statement on Form S-3 filed with the SEC on December 18, 2023. Pursuant to the January 2024 SPA, the combined purchase price for one share and one warrant to purchase one share of Common Stock in the registered offering and concurrent private placement was $1.175. The Registrant received total gross proceeds of approximately $4.0 million, before deducting the placement agents’ fees of approximately $0.3 million. The warrants have an exercise price of $1.05 per share of Common Stock, are currently exercisable and will expire five and a half years following the date of issuance. A.G.P/Alliance Global Partners acted as the Registrant’s placement agent for the offering.

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The warrants and the shares of Common Stock issuable upon exercise of the warrants were offered and sold to purchasers in a transaction exempt from registration t in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated by the SEC.

Appropriate legends were affixed to the warrants issued in the transaction.

All purchasers of the warrants in the above transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act represented to the Registrant that they were accredited investors and were acquiring the shares for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof and that they could bear the risks of the investment and could hold the securities for an indefinite period of time. The purchasers received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration statement or an available exemption from the registration requirements of the Securities Act.

The warrants are deemed restricted securities for purposes of the Securities Act. There were no underwriters employed in connection with the above transaction.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

	EXHIBITS NO.	DESCRIPTION
~~Item 16.~~	~~Exhibits~~2.1+	Agreement and ~~Financial Statements Schedules.~~Plan of Merger and Reorganization, dated July 30, 2018, by and among the Company, Arch Merger Sub, Inc. and Seelos Therapeutics, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2018).
	2.2	Amendment No. 1 Agreement and Plan of Merger and Reorganization, dated October 16, 2018, by and among the Company, Arch Merger Sub, Inc. and Seelos Therapeutics, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 17, 2018).
	2.3	Amendment No. 2 Agreement and Plan of Merger and Reorganization, dated December 14, 2018, by and among the Company, Arch Merger Sub, Inc. and Seelos Therapeutics, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2018).
	2.4	Amendment No. 3 Agreement and Plan of Merger and Reorganization, dated January 16, 2019, by and among the Company, Arch Merger Sub, Inc. and Seelos Therapeutics, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2019).
	2.5+	Asset Purchase Agreement, dated February 15, 2019, by and between the Company and Bioblast Pharma Ltd. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 19, 2019).
	3.1	Amended and Restated Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 2.1 to the Company’s Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on March 14, 1997).
	3.2	Certificate of Amendment to Articles of Incorporation of the Company, dated June 22, 2000 (incorporated herein by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2003).
	3.3	Certificate of Amendment to Articles of Incorporation of the Company, dated June 14, 2005 (incorporated herein by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2006).

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	EXHIBITS NO.			DESCRIPTION
	3.4			Certificate of Amendment to Amended and Restated Articles of Incorporation of the Company, dated March 3, 2010 (incorporated herein by reference to Exhibit 3.6 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2010).
	3.5			Certificate of Correction to Certificate of Amendment to Amended and Restated Articles of Incorporation of the Company, dated March 3, 2010 (incorporated herein by reference to Exhibit 3.7 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2010).
	3.6			Certificate of Designation for Series D Junior-Participating Cumulative Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-A filed with the Securities and Exchange Commission on March 24, 2011).
	3.7			Certificate of Change filed with the Nevada Secretary of State (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 17, 2010).
	3.8			Certificate of Amendment to Amended and Restated Articles of Incorporation of the Company, dated September 10, 2010 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2010).
	3.9			Certificate of Withdrawal of Series D Junior Participating Cumulative Preferred Stock, dated May 15, 2013 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2013).
	3.10			Certificate of Change filed with the Nevada Secretary of State (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 25, 2016).
	3.11			Certificate of Amendment filed with the Nevada Secretary of State (incorporated herein by reference to Exhibit 3.10 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2017).
	3.12			Certificate of Amendment filed with the Nevada Secretary of State (incorporated herein by reference to Exhibit 3.12 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2018).
	3.13			Certificate of Amendment related to the Share Increase Amendment, filed January 23, 2019 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 24, 2019 at 8:05 Eastern Time).
	3.14			Certificate of Amendment related to the Name Change, filed January 23, 2019 (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 24, 2019 at 8:05 Eastern Time).
	3.15			Certificate of Correction to Certificate of Amended and Restated Articles of Incorporation of the Company, dated March 25, 2020 (incorporated herein by reference to Exhibit 3.16 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2020)
	3.16			Certificate of Amendment to the Amended and Restated Articles of Incorporation of the Company, filed May 18, 2020 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2020).

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	EXHIBITS NO.			DESCRIPTION
	3.17			Certificate of Correction to Certificate of Amended and Restated Articles of Incorporation of the Company, filed May 20, 2020 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2020).
	3.18			Certificate of Amendment to the Amended and Restated Articles of Incorporation of the Company, filed May 21, 2021 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2021).
	3.19			Certificate of Amendment to the Amended and Restated Articles of Incorporation of the Company, filed May 18, 2023 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2023).
	3.20			Certificate of Change filed with the Secretary of State of the State of Nevada (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 28, 2023).
	3.21			Certificate of Amendment to the Amended and Restated Articles of Incorporation of the Company, filed January 10, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2024).
	3.22			Amended and Restated Bylaws, effective as of March 23, 2023 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2023).
	4.1			Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2011).
	4.2			Form of Warrant issued to the lenders under the Loan and Security Agreement, dated as of October 17, 2014, by and among the Company, NexMed (U.S.A.), Inc., NexMed Holdings, Inc. and Apricus Pharmaceuticals USA, Inc., as borrowers, Oxford Finance LLC, as collateral agent, and the lenders party thereto from time to time including Oxford Finance LLC and Silicon Valley Bank (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2014).
	4.3			Form of Wainwright Warrant (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 21, 2018).
	4.4			Form of Investor Warrants (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 17, 2018).
	4.5			Form of Warrant, issued to investors on September 9, 2020 (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 9, 2020).
	4.6			Form of Convertible Promissory Note due November 23, 2024 (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission at 7:27 a.m. Eastern Time on November 24, 2021).

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	EXHIBITS NO.			DESCRIPTION
	4.7			Amendment to Convertible Promissory Note, by and between Seelos Therapeutics, Inc. and Lind Global Asset Management V, LLC, dated December 10, 2021 (incorporated by reference to Exhibit 4.22 to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 4, 2022).
	4.8			Amendment No. 2 to Convertible Promissory Note, by and between Seelos Therapeutics, Inc. and Lind Global Asset Management V, LLC, dated February 8, 2023 (incorporated herein by reference to Exhibit 4.14 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2023).
	4.9			Amendment No. 3 to Convertible Promissory Note, by and between Seelos Therapeutics, Inc. and Lind Global Asset Management V, LLC, dated May 19, 2023 (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2023).
	4.10			Amendment No. 4 to Convertible Promissory Note and Amendment to Letter Agreement, by and between Seelos Therapeutics, Inc. and Lind Global Asset Management V, LLC, effective September 30, 2023 (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 2, 2023).
	4.11			Form of Common Stock Warrant, dated March 14, 2023 (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023).
	4.12			Form of Common Stock Warrant, dated May 19, 2023 (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2023).
	4.13			Form of Common Stock Warrant, dated December 1, 2023 (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2023).
	4.14			Form of Common Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 30, 2024).
	5.1‡			Opinion of Brownstein Hyatt Farber Schreck, LLP.
	10.1			Form of CVR Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2018).
	10.2			Form of Indemnification Agreement for the Company’s Directors and Officers (incorporated by reference to Exhibit 10.32 of the Company’s Registration Statement on Form S-4 filed on August 31, 2018).
	10.3†			License Agreement, dated September 21, 2016, by and among Seelos Therapeutics, Inc., Ligand Pharmaceuticals Incorporated, Neurogen Corporation and CyDex Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.33 of the Company’s Registration Statement on Form S-4 filed on August 31, 2018).
	10.4			Amendment to License Agreement, dated as of February 8, 2019, by and among Ligand Pharmaceuticals Incorporated, Neurogen Corporation, CyDex Pharmaceuticals, Inc., and Seelos Corporation (incorporated herein by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2020).
	10.5			Indemnity Agreement, dated July 8, 2016, by and between Seelos Therapeutics, Inc. and Raj Mehra, Ph.D. (incorporated by reference to Exhibit 10.36 of the Company’s Registration Statement on Form S-4 filed on August 31, 2018).

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	EXHIBITS NO.			DESCRIPTION
	10.6#			Seelos Therapeutics, Inc. 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.39 of the Company’s Registration Statement on Form S-4 filed on August 31, 2018).
	10.7#			Form of Option Agreement under the Seelos Therapeutics, Inc. 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.40 of the Company’s Registration Statement on Form S-4 filed on August 31, 2018).
	10.8#			Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.8 of the Company’s Annual Report on the Form 10-K filed with the Securities and Exchange Commission on 10, 2023).
	10.9#			Seelos Therapeutics, Inc. 2019 Inducement Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2019).
	10.10#			Form of Stock Option Agreement under the Seelos Therapeutics, Inc. 2019 Inducement Plan (incorporated herein by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on August 15, 2019).
	10.11^			Amended and Restated Exclusive License Agreement, dated August 29, 2019, by and between Seelos Therapeutics, Inc. and Stuart Weg, MD. (incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2019).
	10.12#			Seelos Therapeutics, Inc. Amended and Restated 2012 Stock Long Term Incentive Plan, effective May 15, 2020 (incorporated herein by reference to Appendix B to the Registrant’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 13, 2020).
	10.13#			Form of Stock Option Grant Notice and Stock Option Agreement under the Company’s 2012 Stock Long Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on August 11, 2014).
	10.14#			Seelos Therapeutics, Inc. 2020 Employee Stock Purchase Plan (incorporated herein by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 13, 2020).
	10.15^			Securities Purchase Agreement, dated as of November 23, 2021, by and between Seelos Therapeutics, Inc. and Lind Global Asset Management V, LLC. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission at 7:27 a.m. Eastern Time on November 24, 2021).
	10.16			Security Agreement, dated as of November 23, 2021, by and between Seelos Therapeutics, Inc. and Lind Global Asset Management V, LLC. (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission at 7:27 a.m. Eastern Time on November 24, 2021).
	10.17^**			License Agreement, dated as of November 24, 2021, by and between Seelos Therapeutics, Inc. and iX Biopharma Europe Limited (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission at 8:20 a.m. Eastern Time on November 24, 2021).
	10.18#			Amended and Restated Employment Agreement by and between Seelos Therapeutics, Inc. and Raj Mehra, Ph.D., dated as of January 10, 2022 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2022).

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	EXHIBITS NO.			DESCRIPTION
	10.19^			Form of Securities Purchase Agreement, dated March 10, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023).
	10.20^			Form of Amendment No. 1 to Securities Purchase Agreement, by and between Seelos Therapeutics, Inc. and each purchaser identified on the signature pages thereto, dated May 19, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2023).
	10.21^			Form of Securities Purchase Agreement, dated September 21, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 25, 2023).
	10.22			Letter Agreement, dated September 21, 2023, by and between Seelos Therapeutics, Inc. and Lind Global Asset Management V, LLC (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 25, 2023).
	10.23^			Form of Securities Purchase Agreement, dated January 26, 2024 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 30, 2024).
	10.24			Placement Agent Agreement, dated January 26, 2024 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 30, 2024).
	21.1			Subsidiaries (incorporated herein by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2019).
	23.1*			Consent of KPMG, LLP, independent registered public accounting firm.
	23.2‡			Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1).
	24.1‡			Power of Attorney.
	107‡			Filing fee table.

~~(a)~~ ~~Exhibits.~~

~~See~~+

All schedules and exhibits to the ~~Exhibit Index immediately following~~agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the ~~signature page hereto, which~~Securities Exchange Commission upon request.

†

Confidential treatment has been granted for portions of this exhibit. Those portions have been omitted and filed separately with the Securities and Exchange Commission.

Filed herewith.

‡

Filed previously.

Management compensatory plan or arrangement

Non-material schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.

Certain identified information has been omitted pursuant to Item 601(b)(10) of Regulation S-K because such information is ~~incorporated into this Item 16(a)~~both (i) not material and (ii) is of the type that the Company treats as private or confidential. The Company hereby undertakes to furnish supplemental copies of the unredacted exhibit upon request by ~~reference.~~the Securities and Exchange Commission.

(b) Financial ~~Statements~~Statement Schedules.

NoAll financial statement schedules are ~~provided~~omitted because they are not applicable, the required information is not present in amounts sufficient to require submission of such schedules or the information ~~called for~~ is ~~not applicable or not required or is shown~~included in the Registrant’s financial statements or ~~the~~ notes thereto.


~~Item 17.~~	~~Undertakings.~~

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Item 17. Undertakings

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that:

Paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(6) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the ~~registrant~~Registrant pursuant to the foregoing provisions, or otherwise, the ~~registrant~~Registrant has been advised that in the opinion of the ~~Securities and Exchange Commission~~SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for

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indemnification against such liabilities (other than the payment by the ~~registrant~~Registrant of expenses incurred or paid by a director, officer or controlling person of the ~~registrant~~Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the ~~registrant~~Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

~~The undersigned registrant hereby undertakes that:~~

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant

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~~pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and~~

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. SIGNATURES

~~SIGNATURES~~

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this ~~amendment no. 2~~Amendment No. 1 to ~~its registration statement~~the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of ~~San Diego, California,~~New York, State of New York, on ~~April 19, 2017.~~ March 6, 2024.

SEELOS THERAPEUTICS, INC.

By:

/s/ Raj Mehra, Ph.D.



		~~APRICUS BIOSCIENCES, INC.~~

	~~By:~~	~~/s/ Richard W. Pascoe~~
		~~Richard W. Pascoe~~
		~~Chief Executive Officer and Secretary~~

Raj Mehra, Ph.D.
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this ~~registration statement~~Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.



Signature			Title			Date

	/s/ ~~RICHARD W. PASCOE~~Raj Mehra, Ph.D. Raj Mehra, Ph.D.			President, Chief Executive Officer ~~Secretary~~ and ~~Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)~~		~~April 19, 2017~~
~~Richard W. Pascoe~~

*		Chairman of the Board ~~of Directors~~ (Principal Executive Officer)		~~April 19, 2017~~	March 6, 2024
~~Kleanthis G. Xanthopoulos, Ph.D.~~	/s/ Michael Golembiewski Michael Golembiewski			Chief Financial Officer (Principal Financial and Accounting Officer)			March 6, 2024
	* Margaret Dalesandro, Ph.D.
*		Director		~~April 19, 2017~~	March 6, 2024
~~Russell Ray~~	* Brian Lian, Ph.D.

*		Director		~~April 19, 2017~~	March 6, 2024
~~Paul V. Maier~~	* Daniel J. O’Connor, J.D.

*		Director		~~April 19, 2017~~	March 6, 2024
~~Wendell Wierenga, Ph.D.~~	* Richard W. Pascoe

*		Director		~~April 19, 2017~~	March 6, 2024

~~Sandford D. Smith~~

/s/ Raj Mehra, Ph.D.

Raj Mehra, Ph.D.
Attorney-in-Fact

* Pursuant to power of attorney

~~By:~~ ~~/s/ RICHARD W. PASCOE~~

~~Richard W. Pascoe~~

~~EXHIBIT INDEX~~



~~EXHIBITS~~ ~~NO.~~		~~DESCRIPTION~~

1.1*		~~Form of Underwriting Agreement~~

~~2.1†~~		Stock Purchase Agreement, dated December 15, 2011, by and among Apricus Biosciences Inc., TopoTarget A/S, and TopoTarget USA, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 13, 2012).

~~2.2~~		Stock Contribution Agreement, dated June 19, 2012, by and among Apricus Biosciences, Inc., Finesco SAS, Scomedica SA and the shareholders of Finesco named therein (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report form 8-K filed with the Securities and Exchange Commission on July 13, 2012).

~~2.3†~~		Asset Purchase Agreement by and between Apricus Pharmaceuticals USA, Inc. and Biocodex, Inc., dated March 26, 2013 (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2013).

~~2.4~~		Amendment to Stock Purchase Agreement, dated June 13, 2014, by and between Apricus Biosciences, Inc. and Samm Solutions, Inc. (doing business as BTS Research and formerly doing business as BioTox Sciences) (incorporated herein by reference to Exhibit 2.1 to the Company’s Form 10-Q filed with Securities and Exchange Commission on August 11, 2014).

~~3.1~~		Amended and Restated Articles of Incorporation of Apricus Biosciences, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on March 14, 1997).

~~3.2~~		Certificate of Amendment to Articles of Incorporation of Apricus Biosciences, Inc., dated June 22, 2000 (incorporated herein by reference to Exhibit 3.2 to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 31, 2003).

~~3.3~~		Certificate of Amendment to Articles of Incorporation of Apricus Biosciences, Inc., dated June 14, 2005 (incorporated herein by reference to Exhibit 3.4 to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 16, 2006).

~~3.4~~		Certificate of Amendment to Amended and Restated Articles of Incorporation of Apricus Biosciences, Inc., dated March 3, 2010 (incorporated herein by reference to Exhibit 3.6 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2010).

~~3.5~~		Certificate of Correction to Certificate of Amendment to Amended and Restated Articles of Incorporation of Apricus Biosciences, Inc., dated March 3, 2010 (incorporated herein by reference to Exhibit 3.7 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2010).

~~3.6~~		Certificate of Designation for Series D Junior-Participating Cumulative Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-A12GK filed with the Securities and Exchange Commission on March 24, 2011).

~~3.7~~		Certificate of Change filed with the Nevada Secretary of State (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission on June 17, 2010).



~~3.8~~		Certificate of Amendment to Amended and Restated Articles of Incorporation of Apricus Biosciences, Inc., dated September 10, 2010 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2010).

~~3.9~~		Fourth Amended and Restated Bylaws, dated December 18, 2012 (incorporated herein by reference to Exhibit 3.9 to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 18, 2013).

~~3.10~~		Certificate of Withdrawal of Series D Junior Participating Cumulative Preferred Stock, dated May 15, 2013 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2013).

~~3.11~~		Amendment to the Fourth Amended and Restated Bylaws of Apricus Biosciences, Inc., dated January 11, 2016 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2016).

~~3.12~~		Second Amendment to the Fourth Amended and Restated Bylaws of Apricus Biosciences, Inc., dated March 3, 2016 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2016).

~~4.1~~		~~Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2011).~~

~~4.2~~		~~Form of Warrant (incorporated herein by reference to Exhibit 1.1 to the Company’s Current Report on From 8-K filed with the Securities and Exchange Commission on May 24, 2013).~~

~~4.3~~		Form of Warrant issued to the lenders under the Loan and Security Agreement, dated as of October 17, 2014, by and among Apricus Biosciences, Inc., NexMed (U.S.A.), Inc., NexMed Holdings, Inc. and Apricus Pharmaceuticals USA, Inc., as borrowers, Oxford Finance LLC, as collateral agent, and the lenders party thereto from time to time including Oxford Finance LLC and Silicon Valley Bank. (incorporated herein by reference to Exhibit 4.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 20, 2014).

~~4.4~~		~~Form of Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2015).~~

~~4.5~~		Form of Warrant issued to Sarissa Capital Domestic Fund LP and Sarissa Capital Offshore Master Fund LP (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2016).

~~4.6~~		Form of Warrant issued to other purchasers (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2016).

~~4.7~~		~~Form of Warrant Amendment (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2016).~~

~~4.8~~		~~Form of Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 28, 2016).~~

4.9**		~~Form of Warrant to be issued to purchasers of units and the underwriter pursuant to this Registration Statement on Form S‑1~~

5.1*		~~Opinion of Brownstein Hyatt Farber Schreck, LLP~~



5.2*		~~Opinion of Latham & Watkins LLP~~

~~10.1††~~		~~NexMed, Inc. 2006 Stock Incentive Plan (incorporated herein by reference to Annex A of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 6, 2006).~~

~~10.2††~~		NexMed, Inc. Amendment to 2006 Stock Incentive Plan (incorporated herein by reference to Appendix A of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 18, 2008).

~~10.3~~		Asset Purchase Agreement, dated February 3, 2009, by and between Warner Chilcott Company, Inc. and NexMed, Inc. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2009).

~~10.4~~		License Agreement, dated February 3, 2009, by and between NexMed, Inc. and Warner Chilcott Company, Inc. (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2009).



~~10.5††~~		~~Apricus Biosciences, Inc. 2012 Stock Long Term Incentive Plan (incorporated by reference to Exhibit A of the Registrant’s Definitive Proxy Statement filed on April 6, 2012).~~

~~10.6~~		Settlement Agreement and Release, dated as of September 23, 2013, by and between Apricus Biosciences, Inc. and Topotarget A/S (incorporated by reference to Exhibit 10.1 of Amendment No. 1 to the Company's Registration Statement on Form S-3 (File No. 333-191679) filed with the Securities and Exchange Commission on October 31, 2013).

~~10.7††~~		Form of Stock Option Grant Notice and Stock Option Agreement under the Apricus Biosciences, Inc. 2012 Stock Long Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on August 11, 2014).

~~10.8††~~		~~Non-Employee Director Compensation Policy (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on August 11, 2014).~~

~~10.9†~~		License Agreement by and between NexMed (U.S.A.), Inc. and Forendo Pharma Ltd., dated as of October 17, 2014 (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 20, 2014).

~~10.10~~		Stock Issuance Agreement, by and among Apricus Biosciences, Inc., Forendo Pharma Ltd. and Birch & Lake Partners, LLC, dated as of October 17, 2014 (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 20, 2014).

~~10.11~~		Loan and Security Agreement by and among Apricus Biosciences, Inc., NexMed (U.S.A.), Inc., NexMed Holdings, Inc. and Apricus Pharmaceuticals USA, Inc., as borrowers, Oxford Finance LLC, as collateral agent, and the lenders party thereto from time to time, including Oxford Finance LLC and Silicon Valley Bank, dated as of October 17, 2014 (incorporated herein by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 20, 2014).

~~10.12†~~		License Agreement and Amendment, by and between NexMed (U.S.A.), Inc. and Warner Chilcott Company, LLC, dated September 9, 2015 (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 5, 2015).



~~10.13~~		Subscription Agreement dated January 12, 2016, among Apricus Biosciences, Inc., Sarissa Capital Domestic Fund LP and Sarissa Capital Offshore Master Fund LP (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2016).

~~10.14~~		Employment Transition Agreement, by and between Apricus Biosciences, Inc. and Dr. Barbara Troupin, dated April 13, 2016 (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2016).

~~10.15††~~		~~Form of Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.6 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 9, 2016).~~

~~10.16††~~		~~Non-Employee Director Compensation Policy (incorporated herein by reference to Exhibit 10.7 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 9, 2016).~~

~~10.17~~		Common Stock Purchase Agreement, by and between the Company and Aspire Capital Fund, LLC, dated as of July 5, 2016 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2016).

~~10.18~~		Registration Rights Agreement, by and between the Company and Aspire Capital Fund, LLC, dated as of July 5, 2016 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2016).

~~10.19~~		Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 28, 2016).

~~10.20††~~		Amended and Restated Employment Agreement by and between Apricus Biosciences, Inc. and Richard W. Pascoe, December 20, 2016 (incorporated herein by reference to Exhibit 10.20 to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 13, 2017).

~~10.21††~~		Amended and Restated Employment Agreement, by and between Apricus Biosciences, Inc. and Neil Morton, dated December 20, 2016 (incorporated herein by reference to Exhibit 10.21 to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 13, 2017).

~~10.22††~~		Amended and Restated Employment Agreement by and between Apricus Biosciences, Inc. and Brian Dorsey, dated December 20, 2016 (incorporated herein by reference to Exhibit 10.22 to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 13, 2017).

~~10.23~~		Asset Purchase Agreement, dated March 8, 2017, by and between Ferring International Center S.A. and Apricus Biosciences, Inc., NexMed (U.S.A.), Inc., NexMed Holdings, Inc. and NexMed International Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2017).

~~10.24~~		License Agreement, dated March 8, 2017, by and between Apricus Biosciences, Inc. and Ferring International Center S.A.(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2017).



~~10.25~~		Transition Services Agreement, dated March 8, 2017, by and between Apricus Biosciences, Inc. and Ferring International Center S.A. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2017).

21		~~Subsidiaries (incorporated herein by reference to Exhibit 21 to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 13, 2017).~~

23.1*		~~Consent of BDO USA, LLP, independent registered public accounting firm.~~

~~23.2~~		~~Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1)~~

~~23.3~~		~~Consent of Latham & Watkins LLP (included in Exhibit 5.2)~~

~~24.1~~		~~Form of Power of Attorney (contained on signature page)~~

~~99.2~~		~~Pro Forma Financial Information (incorporated herein by reference to Exhibit 10.20 to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 13, 2017).~~


~~(1)~~	~~Furnished, not filed.~~

* Filed herewith.

** Previously filed.

~~† Confidential treatment has been requested for portions of this exhibit. Those portions have been omitted and filed~~

~~separately with the Securities and Exchange Commission.~~

~~†† Management compensatory plan or arrangement.~~

II-15




Nevada	~~2834~~	~~87-0449967~~
(State or other jurisdiction of ~~Incorporation)~~ incorporation or organization)			2834 (Primary Standard Industrial Classification Code Number)	~~(IRS Employer~~87-0449967 (I.R.S. Employer Identification ~~No.)~~Number)



Large accelerated filer ☐	o	Accelerated filer ☐	o
~~Non-accelerated filer~~	oNon-accelerated filer ~~(Do not check if a smaller reporting company)~~ ☒		Smaller reporting company ☒	x
			Emerging growth company ☐	o



Title of each class of securities to be registered⁽¹⁾	Proposed maximum aggregate offering price⁽¹⁾		Amount of registration fee
Units consisting of:
(i) Common Stock, $0.001 par value per share ⁽²⁾	$	—	$	—
(ii) Warrants to purchase Common Stock ⁽³⁾	$	—	$	—
Underwriter's warrants to purchase Common Stock ⁽³⁾	$	—	$	—
Common stock issuable upon exercise of warrants to purchase Common Stock ⁽²⁾	$	—	$	—
Total	$	14,500,000	$	1,680.55	⁽⁴⁾

	DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS	1
	PROSPECTUS SUMMARY	3
	~~Page~~RISK FACTORS ~~No.~~	11
~~Prospectus Summary~~	1USE OF PROCEEDS	12
~~Risk Factors~~	5DETERMINATION OF OFFERING PRICE	13
~~Special Note Regarding Forward-Looking Statements~~	8SELLING STOCKHOLDERS	14
~~Use of Proceeds~~	9PLAN OF DISTRIBUTION	18
~~Dilution~~	10DESCRIPTION OF CAPITAL STOCK	20
~~Description of Capital Stock~~	12EXECUTIVE COMPENSATION	30
~~Description of Securities We are Offering~~	14DIRECTOR COMPENSATION	36
~~Underwriting~~	15EQUITY COMPENSATION PLAN INFORMATION	37
~~Legal Matters~~	19CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	38
~~Experts~~	19PRINCIPAL STOCKHOLDERS	39
~~Where You Can Find Additional Information~~	19LEGAL MATTERS	41
~~Incorporation of Certain Information by Reference~~	22EXPERTS	41
	WHERE YOU CAN FIND MORE INFORMATION	41
	DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	41
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	42



~~Cheston J. Larson, Esq.~~ ~~Matthew T. Bush, Esq.~~ ~~Anthony Gostanian, Esq.~~ ~~Latham & Watkins LLP~~ ~~12670 High Bluff Drive~~ ~~San Diego, California 92130~~ ~~(858) 523-5400~~	~~Robert F. Charron, Esq.~~ ~~Joseph A. Smith, Esq.~~ ~~Ellenoff Grossman & Schole LLP~~ ~~1345 Avenue of the Americas~~ ~~New York, NY 10105~~ ~~(212) 370-1300~~


~~(1)~~	Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act. Includes the offering price of additional units consisting of shares of Common Stock and warrants to purchase Common Stock that the underwriter has the option to purchase.


~~(2)~~	Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminable number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.


~~(3)~~	~~No additional registration fee is payable pursuant to Rule 457(g) under the Securities Act.~~


~~(4)~~	~~Registrant previously paid $1,442.96 of the registration fee.~~



	~~Per Unit~~	~~Total~~
~~Public offering price per unit~~	$	$
~~Underwriting discounts and commissions~~⁽¹⁾	$	$
~~Proceeds, before expenses, to us~~	$	$


~~Units offered by us~~	We are offering 5,000,000 units. Each unit will consist of one share of our common stock and a warrant to purchase 0.75 of a share of our common stock. The units will not be certificated and the shares of our common stock and the related warrant are immediately separable and will be issued separately in this offering.


~~Warrants~~	~~Each warrant included in the units will have an exercise price per share equal to $ and will expire five years from the date the warrants are first exercisable.~~


~~Risk factors~~	Investing in our securities involves a high degree of risk and purchasers may lose their entire investment. You should read the “Risk Factors” section of this prospectus for a discussion of certain factors to consider carefully before deciding to purchase any shares of our common stock.



Assumed public offering price per unit				$	1.60
Historical net tangible book deficit per share as of December 31, 2016	$	(0.97	)
Increase per share attributable to new investors purchasing shares in this offering	0.93
As adjusted net tangible book deficit per share after giving effect to this offering				$	(0.04	)
Dilution per share to new investors participating in this offering				$	1.64