Item 1.01. Entry into a Material Definitive Agreement.
On
The Offering is being made pursuant to the Company's registration statement on
Form S-3 (File No. 333-251356), previously filed with the
The legal opinion, including the related consent, of
Net proceeds from the Offering are expected to be approximately
The Underwriting Agreement contains customary representations, warranties and
covenants made by the Company. It also provides for customary indemnification by
each of the Company and the Underwriter for losses or damages arising out of or
in connection with the Offering, including for liabilities under the Securities
Act of 1933, as amended, other obligations of the parties and termination
provisions. In addition, pursuant to the terms of the Underwriting Agreement,
each of the Company's directors and executive officers have entered into
"lock-up" agreements with the Underwriter that generally prohibit, without the
prior written consent of the Underwriter, the sale, transfer or other
disposition of securities of the Company until
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K.
The representations, warranties and covenants contained in the Underwriting
Agreement were made only for purposes of such agreement and as of specific
dates, were solely for the benefit of the parties to the Underwriting Agreement,
and may be subject to limitations agreed upon by the contracting parties.
Accordingly, the Underwriting Agreement is incorporated herein by reference only
to provide investors with information regarding the terms of the Underwriting
Agreement, and not to provide investors with any other factual information
regarding the Company or its business, and should be read in conjunction with
the disclosures in the Company's periodic reports and other filings with the
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve
risks and uncertainties, such as statements related to the anticipated closing
of the Offering and the amount of proceeds expected from the Offering. The risks
and uncertainties involved include the Company's ability to satisfy certain
conditions to closing the Offering on a timely basis or at all, market
conditions, and other risks detailed from time to time in the Company's periodic
reports and other filings with the
Item 8.01. Other Events.
On
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Number Description 1.1 Underwriting Agreement, dated as ofJanuary 25, 2021 , by and betweenSeelos Therapeutics, Inc. andBTIG, LLC . 5.1 Opinion ofBrownstein Hyatt Farber Schreck, LLP . 23.1 Consent ofBrownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1). 99.1 Press Release, datedJanuary 26, 2021 . * * *
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