SEC Form 3 · accession 0000919574-18-006350
SEELOS THERAPEUTICS, INC. · SEEL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
ARMISTICE CAPITAL, LLC
10% Owner
Armistice Capital Master Fund Ltd.
10% Owner
Steven Boyd
10% Owner
Period of report
Sep 20, 2018
Accepted (ET)
Sep 27, 2018 · 4:25 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001017491
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $.001F1 | holding | — | — | — | 4,600,000 | D | ||
| Common Stock, par value $.001F2 | holding | — | — | — | 4,600,000 | I | See Footnote | |
| Common Stock, par value $.001F2 | holding | — | — | — | 4,600,000 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1,F4,F3 | — | holding | — | — | — | Mar 24, 2019 | Mar 25, 2024 | Common Stock | 2,677,160 | — | D |
| WarrantsF2,F4,F3 | — | holding | — | — | — | Mar 24, 2019 | Mar 25, 2024 | Common Stock | 2,677,160 | — | I |
| WarrantsF2,F4,F3 | — | holding | — | — | — | Mar 24, 2019 | Mar 25, 2024 | Common Stock | 2,677,160 | — | I |
| WarrantsF1,F5,F3 | — | holding | — | — | — | Mar 24, 2019 | Mar 25, 2024 | Common Stock | 3,450,000 | — | D |
| WarrantsF2,F5,F3 | — | holding | — | — | — | Mar 24, 2019 | Mar 25, 2024 | Common Stock | 3,450,000 | — | I |
| WarrantsF2,F5,F3 | — | holding | — | — | — | Mar 24, 2019 | Mar 25, 2024 | Common Stock | 3,450,000 | — | I |
Explanation of responses
- F1The reported securities are directly owned by Armistice Capital Master Fund Ltd.
- F2The reported securities are directly owned by Armistice Capital Master Fund Ltd., a Cayman Islands corporation, and may be deemed to be indirectly beneficially owned by Armistice Capital, LLC, as the investment manager of Armistice Capital Master Fund Ltd. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital, LLC and Director of Armistice Capital Master Fund Ltd. Armistice Capital, LLC and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F3These warrants are currently exercisable, subject to a blocker provision that prevents Armistice Capital Master Fund Ltd. from exercising the warrants if it would be more than a 4.99% beneficial owner of the Common Stock following such exercise (the "Beneficial Ownership Limitation"). Notwithstanding the foregoing, Armistice Capital Master Fund Ltd. may increase the Beneficial Ownership Limitation by providing notice to the Issuer, and such increase will become effective on the 61st day after such notice being delivered to the Issuer; provided, however, that the Beneficial Ownership Limitation may not be increased so as to result in Armistice Capital Master Fund Ltd. becoming more than a 9.99% beneficial owner of the Common Stock following such exercise.
- F4The exercise price for each warrant is $0.40 per share of Common Stock, subject to adjustment pursuant to the terms of the warrants.
- F5The exercise price for each warrant is $0.30 per share of Common Stock, subject to adjustment pursuant to the terms of the warrants.