As filed with the Securities and Exchange Commission on February 25, 2019
Registration No. 333-        

 

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

__________________________________________________________________________________________________________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933  

__________________________________________________________________________________________________________

Seelos Therapeutics, Inc.
(Exact name of Registrant as specified in its charter)

__________________________________________________________________________________________________________

     

Nevada

 

87-0449967

(State or other jurisdiction of
incorporation or organization)

 

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

300 Park Avenue, 12th Floor
New York, NY 10022
(Address of principal executive offices, including zip code)

__________________________________________________________________________________________________________

Amended and Restated 2012 Stock Long Term Incentive Plan
Seelos Therapeutics, Inc. 2016 Equity Incentive Plan
(Full title of the plans)

Raj Mehra, Ph.D.
President, Chief Executive Officer and Chairman of the Board of Directors
Seelos Therapeutics, Inc.
300 Park Avenue, 12th Floor
New York, NY 10022
(646) 998-6475
(Name, address and telephone number, including area code, of agent for service)

__________________________________________________________________________________________________________

Copies to:

Jeffrey T. Hartlin, Esq.
Paul Hastings LLP
1117 S. California Avenue
Palo Alto, California 94304
(650) 320-1800

__________________________________________________________________________________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer    ¨

Accelerated filer    ¨

Non-accelerated filer    ¨

Smaller reporting company    x

Emerging growth company    ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered

 

Amount
to be
Registered (1)

 

Proposed
Maximum
Offering Price
Per Share

 

Proposed
Maximum
Aggregate
Offering Price

 

Amount of
Registration Fee

Common Stock, $0.001 par value per share, reserved for issuance pursuant to the Amended and Restated 2012 Stock Long Term Incentive Plan

 

306,667 (2)

$2.26 (3)

$693,067.42 (3)

$84.00

Common Stock, $0.001 par value per share, reserved for issuance pursuant to the Seelos Therapeutics, Inc. 2016 Equity Incentive Plan

 

30,816 (4)

$0.65 (5)

$20,030.40 (5)

$2.43

TOTAL:

 

337,483

 

-

 

$713,097.82

 

$86.43

 

 

(1)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement on Form S-8 (the "Registration Statement") shall also cover any additional shares of common stock, $0.001 par value per share (the "Common Stock"), of the Registrant (defined below) that become issuable under the Registrant's Amended and Restated 2012 Stock Long Term Incentive Plan (the "2012 Plan") and the Seelos Therapeutics, Inc. 2016 Equity Incentive Plan (the "2016 Plan"), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant's outstanding shares of Common Stock.

   

(2)

Represents: 306,667 shares of Common Stock that were added to the shares reserved for issuance under the 2012 Plan on January 23, 2019.

   

(3)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act. The proposed maximum aggregate offering price per share and the proposed maximum aggregate offering price with respect to these shares are calculated based on the average of the high and low prices of the Common Stock as reported on the Nasdaq Capital Market on February 22, 2019, a date within five business days prior to the filing of this Registration Statement.

   

(4)

Represents 30,816 shares that may be issued upon the exercise of stock options outstanding under the 2016 Plan, which stock options were assumed by the Registrant in connection with the Merger (as defined below) and after adjustment for the 0.7704 exchange ratio in the Merger (as defined below) under the terms of the Merger Agreement (as defined below).

   

(5)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(h) of the Securities Act. The proposed maximum aggregate offering price per share and the proposed maximum aggregate offering price with respect to these shares are calculated based on the weighted average exercise price of the outstanding options.

   

 

 

 

 

REGISTRATION OF ADDITIONAL SECURITIES

EXPLANATORY NOTE

On January 24, 2019, pursuant to the Agreement and Plan of Merger and Reorganization, dated as of July 30, 2018, as amended (the "Merger Agreement"), by and among the Registrant, Seelos Therapeutics, Inc., a Delaware corporation (now known as Seelos Corporation) ("STI"), and Arch Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant ("Merger Sub"), Merger Sub merged with and into STI, with STI becoming a wholly-owned subsidiary of the Registrant (the "Merger"). The Registrant has prepared this registration statement (this "Registration Statement") in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended, to register (i) 306,667 additional shares of Common Stock issuable pursuant to the 2012 Plan, and (ii) 30,816 additional shares of Common Stock subject to outstanding options that were granted pursuant to the 2016 Plan. The Registrant's shareholders have previously approved the 2012 Plan, including the shares of Common Stock available for issuance pursuant thereto and, on January 4, 2019, approved an amendment to the 2012 Plan to, among other things, increase the number of shares of Common Stock available for issuance pursuant the 2012 Plan by 306,667 shares. In connection with the Merger, awards outstanding under the 2016 Plan were assumed by the Registrant at the effective time of the Merger.

Pursuant to the Registration Statements on Form S-8 (File Nos. 333-218368, 333-215419, 333-210040, 333-204748, 333-191680 and 333-182704) filed by the Registrant with the Securities and Exchange Commission (the "SEC") on July 17, 2012, October 10, 2013, June 5, 2015, March 9, 2016, January 4, 2017 and May 31, 2017 (the "Prior Registration Statements"), the Registrant previously registered shares of Common Stock under the 2012 Plan.

In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements are hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the SEC are hereby incorporated by reference into this Registration Statement:

 

(a)

The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on March 1, 2018;

     

 

(b)

The Registrant's Quarterly Reports on Form 10-Q for the quarters ended (i) March 31, 2018, filed with the SEC on May 3, 2018, (ii) June 30, 2018, filed with the SEC on August 9, 2018, and (iii) September 30, 2018, filed with the SEC on October 31, 2018;

     
 

(c)

The Registrant's Definitive Proxy Statement on Schedule 14A filed with the SEC on April 6, 2018;

     
 

(d)

The Registrant's Current Reports on Form 8-K filed with the SEC on (i) January 5, 2018, (ii) February 16, 2018, (iii) March 23, 2018, (iv) March 29, 2018, (v) April 16, 2018, (vi) May 17, 2018, (vii) June 22, 2018, (viii) July 30, 2018, (ix) August 31, 2018, (x) September 21, 2018, (xi) October 10, 2018, (xii) October 17, 2018, (xiii) November 16, 2018, (xiv) December 14, 2018, (xv) January 4, 2019, (xvi) January 16, 2019, (xvii) January 24, 2019 at 8:05 a.m. Eastern Time, (xviii) January 24, 2019 at 8:06 a.m. Eastern Time, (xix) February 6, 2019 and (xx) February 19, 2019;

     
 

(e)

The Registrant's Current Report on Form 8-K/A filed with the SEC on January 30, 2019; and

     
 

(f)

The description of the Registrant's common stock set forth in the Registrant's Registration Statement on Form 8-A (File No. 001-37355), filed with the SEC on April 23, 2015, including any amendments or reports filed for the purpose of updating such description.

All other reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of the filing of such reports and documents, except as to any portion of any future annual or quarterly report to shareholders or document or current report furnished under Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions.

For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference 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 this Registration Statement.

You should rely only on the information provided or incorporated by reference in this Registration Statement or any related prospectus. The Registrant has not authorized anyone to provide you with different information. You should not assume that the information in this Registration Statement or any related prospectus is accurate as of any date other than the date on the front of the document.

You may contact the Registrant in writing or orally to request copies of the above-referenced filings, without charge (excluding exhibits to such documents unless such exhibits are specifically incorporated by reference into the information incorporated by reference into this Registration Statement). Requests for such information should be directed to:

Seelos Therapeutics, Inc.
300 Park Avenue, 12th Floor
New York, NY 10022
(646) 998-6475

Item 8. Exhibits.

 

Exhibit
Number

Description of Document

3.1

Amended and Restated Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 2.1 to the Registrant'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 Registrant, dated June 22, 2000 (incorporated herein by reference to Exhibit 3.2 to the Registrant'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 the Registrant, dated June 14, 2005 (incorporated herein by reference to Exhibit 3.4 to the Registrant'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 the Registrant, dated March 3, 2010 (incorporated herein by reference to Exhibit 3.6 to the Registrant'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 Registrant, dated March 3, 2010 (incorporated herein by reference to Exhibit 3.7 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2010).

Exhibit
Number

Description of Document

3.6

Certificate of Designation for Series D Junior-Participating Cumulative Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-A12G 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 Registrant'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 Registrant, dated September 10, 2010 (incorporated herein by reference to Exhibit 3.1 to the Registrant'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 Registrant'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 Registrant's 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 Registrant'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 Registrant'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 Registrant'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 Registrant'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

Amended and Restated Bylaws, dated January 24, 2019 (incorporated herein by reference to Exhibit 3.3 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 24, 2019 at 8:05 Eastern Time).

4.1

Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Registrant'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 Registrant's Current Report on Form 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 Registrant's Form 8-K filed with the Securities and Exchange Commission on October 20, 2014).

Exhibit
Number

Description of Document

4.4

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

4.9

Form of Warrant Amendment (incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 21, 2017).

4.10

Form of Warrant (incorporated herein by reference to Exhibit 4.9 of Amendment No. 1 to Company's Registration Statement on Form S-1 (File No. 333-217036) filed with the Securities and Exchange Commission on April 17, 2017).

4.11

Form of Warrant (incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 11, 2017).

4.12

Form of Indenture (incorporated herein by reference to Exhibit 4.13 to the Registrant's Form S-3 (File No. 333-221285) filed with the Securities and Exchange Commission on November 2, 2017).

4.1 3

Amendment to Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.12 of Amendment No. 1 to the Registrant's Registration Statement on Form S-3 (File No. 333-2223353) filed with the Securities and Exchange Commission on March 22, 2018).

4.1 4

Amendment to Warrant to Purchase Common Stock, dated as of March 27, 2018 (incorporated by reference to Exhibit 4.1 to the Registrant's 8-K filed with the Securities and Exchange Commission on March 29, 2018).

4.1 5

Form of Warrant (incorporated by reference to Exhibit 4.2 to the Registrant's 8-K filed with the Securities and Exchange Commission on March 29, 2018).

4.1 6

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Registrant's 8-K filed with the Securities and Exchange Commission on March 29, 2018).

4.1 7

Amendment to Warrant to Purchase Common Stock, dated as of June 22, 2018, by and between Apricus Biosciences, Inc. and Sarissa Offshore (incorporated by reference to Exhibit 4.1 to the Registrant's 8-K filed with the Securities and Exchange Commission on June 22, 2018).

4.1 8

Form of Warrant (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 21, 2018).

4.1 9

Form of Wainwright Warrant (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 21, 2018).

Exhibit
Number

Description of Document

4.20

Form of Registration Rights Agreement (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 21, 2018).

4. 21

Form of Investor Warrants (incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 14, 2018).

4.2 2

Registration Rights Agreement, dated October 16, 2018, by and among Apricus Biosciences, Inc. and certain investors named therein (incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 17, 2018).

4.23

Form of Series A Warrant, issued to investors on January 31, 2019 (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2019).

4.24

Form of Series B Warrant, issued to investors on January 31, 2019 (incorporated by reference to Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2019).

4.25

2012 Stock Long Term Incentive Plan, as amended and restated effective January 23, 2019 (incorporated by reference to Annex E of the Registrant's prospectus supplement/definitive proxy statement filed on November 20, 2018).

4.26

Form of Stock Option Grant Notice and Stock Option Agreement under the 2012 Stock Long Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2014).

4.27

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2012 Stock Long Term Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2016).

4.28

Seelos Therapeutics, Inc. 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.39 to the Registrant's Registration Statement on Form S-4/A on Form 10-Q filed with the Securities and Exchange Commission on November 16, 2018).

4.29

Form of Option Agreement under the Seelos Therapeutics, Inc. 2016 Equity Incentive Plan.

5.1

Opinion of Brownstein Hyatt Farber Schreck, LLP.

23.1

Consent of BDO USA LLP, Independent Registered Public Accounting Firm.

23.2

Consent of KPMG LLP, Independent Registered Public Accounting Firm.

23.3

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

24.1

Power of Attorney (included on signature page).

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on February 25, 2019.

 

SEELOS THERAPEUTICS, INC.

 

 

 

 

 

 

By:

/s/ Raj Mehra, Ph.D.

 

 

 

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

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Raj Mehra, Ph.D. his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Raj Mehra, Ph.D.

 

President, Chief Executive Officer, Chairman of the Board and Interim Chief Financial Officer

 

February 25, 2019

Raj Mehra, Ph.D.

 

(Principal Executive Officer, Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

 

/s/ Brian Lian, Ph.D.

 

 

Director

 

 

February 25, 2019

Brian Lian, Ph.D.

 

 

 

 

 

/s/ Daniel J. O'Connor, J.D.

 

 

Director

 

 

February 25, 2019

Daniel J. O'Connor, J.D.

 

 

 

 

 

/s/ Richard W. Pascoe

 

 

Director

 

 

February 25, 2019

Richard W. Pascoe

 

 

 

 

 

 

/s/ Dr. Robin L. Smith

 

 

Director

 

 

February 25, 2019

Dr. Robin L. Smith

 

 

 

 

 

 

 

 

 

 

 

Exhibit 5.1

February 25, 2019

Seelos Therapeutics, Inc.
300 Park Avenue, 12th Floor
New York, NY 10022

Ladies and Gentlemen:

We have acted as local Nevada counsel to Seelos Therapeutics, Inc., a Nevada corporation (the " Company "), in connection with the filing by the Company of a Registration Statement on Form S-8 (the " Registration Statement ") with the Securities and Exchange Commission (the " Commission ") under the Securities Act of 1933, as amended (the " Act "), relating to the registration of (i) 306,667 shares (the " 2012 Plan Shares ") of the Company's common stock, par value $0.001 per share (the " Common Stock "), issuable under the Company's Amended and Restated 2012 Stock Long Term Incentive Plan (the " 2012 Plan "), and (ii) 30,816 shares (the " 2016 Plan Shares " and together with the 2012 Plan Shares, the " Shares ") of Common Stock issuable under the Company's 2016 Equity Incentive Plan (the " 2016 Plan " and together with the 2012 Plan, the " Plans "). This opinion letter is being delivered at your request pursuant to the requirements of Item 601(b)(5) of Regulation S-K under the Act.

In our capacity as such counsel, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization and issuances of the Shares as contemplated by the Plans and as described in the Registration Statement. For purposes of this opinion letter, and except to the extent set forth in the opinion expressed below, we have assumed that all such proceedings have been or will be timely completed in the manner contemplated by the Plans and as presently proposed in the Registration Statement.

For purposes of issuing the opinion hereinafter expressed, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true copies of (i) the Registration Statement, (ii) each of the Plans, (iii) the articles of incorporation and bylaws of the Company, each as amended to date, and (iv) such other agreements, instruments, corporate records and other documents as we have deemed necessary or appropriate. We have also obtained from officers and other representatives and agents of the Company and from public officials, and have relied upon, such certificates, representations and assurances as we have deemed necessary or appropriate for the purpose of issuing this opinion letter.

Without limiting the generality of the foregoing, we have, with your permission, assumed without independent verification that (i) each natural person executing any of the documents we reviewed has sufficient legal capacity to do so; (ii) all documents submitted to us as originals are authentic, the signatures on all documents we reviewed are genuine and all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies conform to the original document; (iii) all corporate records made available to us by the Company, and all public records we have reviewed, are accurate and complete; and (iv) after any issuance of Shares, the total number of issued and outstanding shares of Common Stock, together with the total number of shares of Common Stock then reserved for issuance or obligated to be issued by the Company pursuant to any agreement or arrangement or otherwise, including the Plans, will not exceed the total number of shares of Common Stock then authorized under the Company's articles of incorporation.

 

 

100 North City Parkway, Suite 1600
Las Vegas, NV 89106-4614
main 702.382.2101

Seelos Therapeutics, Inc.
February 25, 2019
Page 2

We are qualified to practice law in the State of Nevada. The opinion set forth herein is expressly limited to and based exclusively on the general corporate laws of the State of Nevada, and we do not purport to be experts on, or to express any opinion with respect to the applicability thereto or the effect thereon of, the laws of any other jurisdiction. We express no opinion concerning, and we assume no responsibility as to laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal laws, rules or regulations, including, without limitation, any federal securities laws, rules or regulations, or any state securities or "blue sky" laws, rules or regulations.

Based on the foregoing and in reliance thereon, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that:

  1. The 2012 Plan Shares have been duly authorized and, when and to the extent issued in accordance with all applicable terms and conditions set forth in the 2012 Plan, in exchange for the consideration required thereunder, and as described in the Registration Statement, the 2012 Plan Shares will be validly issued, fully paid and non-assessable.

  2. The 2016 Plan Shares have been duly authorized and, when and to the extent issued in accordance with all applicable terms and conditions set forth in the 2016 Plan, in exchange for the consideration required thereunder, and as described in the Registration Statement, the 2012 Plan Shares will be validly issued, fully paid and non-assessable.

The opinion expressed herein is based upon the applicable laws of the State of Nevada and the facts in existence on the date of this opinion letter. In delivering this opinion letter to you, we disclaim any obligation to update or supplement the opinion set forth herein or to apprise you of any changes in any laws or facts after such time as the Registration Statement is declared effective. No opinion is offered or implied as to any matter, and no inference may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinion set forth herein.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Brownstein Hyatt Farber Schreck, LLP

 

 

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

Seelos Therapeutics, Inc.
New York, New York

We hereby consent to the incorporation by reference in this Registration Statement of Seelos Therapeutics, Inc. of our report dated March 1, 2018, relating to the consolidated financial statements of Apricus Biosciences, Inc., which appears in Apricus Biosciences, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2017. Our report contains an explanatory paragraph regarding the Company's ability to continue as a going concern.

/s/ BDO USA, LLP

San Diego, California
February 25, 2019

 

 

 

 

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

 

To the Stockholder and Board of Directors
Seelos Therapeutics, Inc.:

We consent to the use of our report dated May 23, 2018, with respect to the balance sheets of Seelos Therapeutics, Inc. as of December 31, 2017 and 2016, and the related statements of operations, stockholders' deficit, and cash flows for the year ended December 31, 2017 and the period June 1, 2016 (inception) to December 31, 2016, and the related notes (collectively, the financial statements), incorporated herein by reference.

Our report dated May 23, 2018 contains an explanatory paragraph that states that Seelos Therapeutics, Inc. has suffered recurring losses from operations and has a net capital deficiency, which raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of that uncertainty.

 

/s/ KPMG LLP

Short Hills, New Jersey
February 25, 2019