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<TITLE>April 30, 2021 S-8 DOC</TITLE>
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<FONT SIZE=2><B><P ALIGN="CENTER">As filed with the Securities and Exchange Commission on April 30, 2021</P></B>
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<FONT SIZE=2><B><P ALIGN="RIGHT">Registration No. 333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P></B>
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<P> &nbsp; </P>

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<B><P ALIGN="CENTER">UNITED STATES <BR>
                   SECURITIES AND EXCHANGE COMMISSION <BR>
                   Washington, D.C. 20549 </P></B>

<P ALIGN="CENTER">__________________________________________________________________________________________________________</P>


<B><P ALIGN="CENTER">FORM S-8 <BR>
                   REGISTRATION STATEMENT <BR>
<I>                   UNDER <BR>
                   THE SECURITIES ACT OF 1933 </B></I>&nbsp;</P>

<P ALIGN="CENTER">__________________________________________________________________________________________________________</P>

</FONT><B><FONT SIZE=4><P ALIGN="CENTER">Seelos Therapeutics, Inc. <BR>
</FONT><FONT SIZE=1>                   (Exact name of Registrant as specified in its charter) </P></B></FONT>

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<P ALIGN="CENTER">__________________________________________________________________________________________________________</P>


<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 WIDTH=624>
<TR><TD WIDTH="51%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="48%" VALIGN="MIDDLE">&nbsp;</TD>
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<B><FONT SIZE=2><P ALIGN="CENTER">Nevada</B></FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="48%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">87-0449967</B></FONT></TD>
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<B><FONT SIZE=2><P ALIGN="CENTER">(State or other jurisdiction of<BR>
                   incorporation or organization)</B></FONT></TD>
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<FONT SIZE=2><P>&nbsp;</FONT></TD>
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<B><FONT SIZE=2><P ALIGN="CENTER">(I.R.S. Employer<BR>
                   Identification No.)</B></FONT></TD>
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</CENTER></P>

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<B><FONT SIZE=2><P ALIGN="CENTER">300 Park Avenue, 2nd Floor<BR>
                   New York, NY 10022 <BR>
                   (Address of principal executive offices, including zip code) </P></B>

<P ALIGN="CENTER">__________________________________________________________________________________________________________</P>

<B><P ALIGN="CENTER">
                 Seelos Therapeutics, Inc. Amended and Restated 2012 Stock Long Term Incentive Plan<BR>
                  Seelos Therapeutics, Inc. 2020 Employee Stock Purchase Plan  <BR>
                   (Full title of the plans) </P>


<P ALIGN="CENTER">Raj Mehra, Ph.D.<BR>
                  President, Chief Executive Officer and Chairman of the Board of Directors<BR>
                  Seelos Therapeutics, Inc. <BR>
                  300 Park Avenue, 2nd Floor <BR>
                  New York, NY 10022<BR>
                  (646) 293-2100 <BR>
                  (Name, address and telephone number, including area code, of agent for service) </P></B>

<P ALIGN="CENTER">__________________________________________________________________________________________________________</P>


<B><I><P ALIGN="CENTER">Copies to: </P>
</I><P ALIGN="CENTER">Jeffrey T. Hartlin, Esq.<BR>
                   Paul Hastings LLP<BR>
                   1117 S. California Avenue<BR>
                   Palo Alto, California 94304 <BR>
                   (650) 320-1800 </P></B>

<P ALIGN="CENTER">__________________________________________________________________________________________________________</P>


<P>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 &quot;large accelerated filer,&quot; &quot;accelerated filer,&quot; &quot;smaller reporting company,&quot; and &quot;emerging growth company&quot; in Rule 12b-2 of the
Exchange Act. </P>


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Large accelerated filer  &nbsp;&nbsp; <FONT FACE="WINGDINGS">&#168; <FONT FACE="Times New Roman">
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Accelerated filer &nbsp;&nbsp; <FONT FACE="WINGDINGS">&#168; <FONT FACE="Times New Roman">
</FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">
<FONT SIZE=2><P>
Non-accelerated filer &nbsp;&nbsp; <FONT FACE="WINGDINGS">&#168; <FONT FACE="Times New Roman">
</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P>
Smaller reporting company &nbsp;&nbsp; <FONT FACE="WINGDINGS">&#120; <FONT FACE="Times New Roman"></P>
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<FONT SIZE=2><P>
Emerging growth company  &nbsp;&nbsp; <FONT FACE="WINGDINGS">&#168; <FONT FACE="Times New Roman"></P>
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<FONT SIZE=2><P>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. </FONT><FONT FACE="Wingdings" SIZE=2> &#168; <FONT FACE="Times New Roman"></P>
<FONT SIZE=2>

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<B><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE </P></B>

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<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="44%" VALIGN="BOTTOM" COLSPAN=2>
<B><FONT SIZE=2><P ALIGN="CENTER">Title of Securities to be Registered</B></FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="13%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Amount<BR>
                  to be<BR>
                  Registered<SUP>(1)</B></SUP></FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="13%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Proposed<BR>
                  Maximum<BR>
                  Offering Price<BR>
                  Per Share</B></FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="13%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Proposed<BR>
                  Maximum<BR>
                  Aggregate<BR>
                  Offering&nbsp;Price</B></FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="13%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Amount&nbsp;of<BR>
                  Registration&nbsp;Fee</B></FONT></TD>
</TR>
<TR><TD WIDTH="44%" VALIGN="MIDDLE" COLSPAN=2 HEIGHT=24><DIR>

<FONT SIZE=2><P>Common Stock, $0.001 par value per share, reserved for issuance pursuant to the Seelos Therapeutics, Inc. Amended and Restated 2012 Stock Long Term Incentive Plan</DIR>
</FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM" HEIGHT=24>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="13%" VALIGN="MIDDLE" HEIGHT=24>
<FONT SIZE=2><P ALIGN="CENTER">1,590,452<SUP>(2)</SUP></FONT></TD>
<TD WIDTH="1%" VALIGN="MIDDLE" HEIGHT=24><P></P></TD>
<TD WIDTH="13%" VALIGN="MIDDLE" HEIGHT=24>
<FONT SIZE=2><P ALIGN="CENTER">$6.07<SUP>(3)</SUP></FONT></TD>
<TD WIDTH="1%" VALIGN="MIDDLE" HEIGHT=24><P></P></TD>
<TD WIDTH="13%" VALIGN="MIDDLE" HEIGHT=24>
<FONT SIZE=2><P ALIGN="CENTER">$9,654,589.94<SUP>(3)</SUP></FONT></TD>
<TD WIDTH="1%" VALIGN="MIDDLE" HEIGHT=24><P></P></TD>
<TD WIDTH="13%" VALIGN="MIDDLE" HEIGHT=24>
<FONT SIZE=2><P ALIGN="CENTER">$1,053.32</FONT></TD>
</TR>
<TR><TD WIDTH="44%" VALIGN="MIDDLE" COLSPAN=2 HEIGHT=24><DIR>

<FONT SIZE=2><P>Common Stock, $0.001 par value per share, issuable pursuant to outstanding options granted under the Seelos Therapeutics, Inc. Amended and Restated 2012 Stock Long Term Incentive
Plan</DIR>
</FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM" HEIGHT=24><P></P></TD>
<TD WIDTH="13%" VALIGN="MIDDLE" HEIGHT=24>
<FONT SIZE=2><P ALIGN="CENTER">1,198,324<SUP>(4)</SUP></FONT></TD>
<TD WIDTH="1%" VALIGN="MIDDLE" HEIGHT=24><P></P></TD>
<TD WIDTH="13%" VALIGN="MIDDLE" HEIGHT=24>
<FONT SIZE=2><P ALIGN="CENTER">$4.31<SUP> (5)</SUP></FONT></TD>
<TD WIDTH="1%" VALIGN="MIDDLE" HEIGHT=24><P></P></TD>
<TD WIDTH="13%" VALIGN="MIDDLE" HEIGHT=24>
<FONT SIZE=2><P ALIGN="CENTER">$5,164,776.44<SUP>(5)</SUP></FONT></TD>
<TD WIDTH="1%" VALIGN="MIDDLE" HEIGHT=24><P></P></TD>
<TD WIDTH="13%" VALIGN="MIDDLE" HEIGHT=24>
<FONT SIZE=2><P ALIGN="CENTER">$563.48</FONT></TD>
</TR>
<TR><TD WIDTH="44%" VALIGN="MIDDLE" COLSPAN=2 HEIGHT=24><DIR>

<FONT SIZE=2><P>Common Stock, $0.001 par value per share, issuable pursuant to the Seelos Therapeutics, Inc. 2020 Employee Stock Purchase Plan <SUP>(6)</DIR>
</SUP></FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM" HEIGHT=24><P></P></TD>
<TD WIDTH="13%" VALIGN="MIDDLE" HEIGHT=24>
<FONT SIZE=2><P ALIGN="CENTER">545,358<SUP>(6)</SUP></FONT></TD>
<TD WIDTH="1%" VALIGN="MIDDLE" HEIGHT=24><P></P></TD>
<TD WIDTH="13%" VALIGN="MIDDLE" HEIGHT=24>
<FONT SIZE=2><P ALIGN="CENTER">$5.1595<SUP>(7)</SUP></FONT></TD>
<TD WIDTH="1%" VALIGN="MIDDLE" HEIGHT=24><P></P></TD>
<TD WIDTH="13%" VALIGN="MIDDLE" HEIGHT=24>
<FONT SIZE=2><P ALIGN="CENTER">$2,813,774.60<SUP>(7)</SUP></FONT></TD>
<TD WIDTH="1%" VALIGN="MIDDLE" HEIGHT=24><P></P></TD>
<TD WIDTH="13%" VALIGN="MIDDLE" HEIGHT=24>
<FONT SIZE=2><P ALIGN="CENTER">$306.98</FONT></TD>
</TR>
<TR><TD WIDTH="44%" VALIGN="MIDDLE" COLSPAN=2>

<FONT SIZE=2><P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; TOTAL:
</FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="13%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">3,334,224</FONT></TD>
<TD WIDTH="1%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER"> - </FONT></TD>
<TD WIDTH="1%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">$17,633,140.98</FONT></TD>
<TD WIDTH="1%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">$1,923.78</FONT></TD>
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<P> &nbsp; </P>


<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH=95%>
<TR><TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>(1)</FONT></TD>
<TD WIDTH="98%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the &quot;Securities Act&quot;), this Registration Statement on Form
S-8 (the &quot;Registration Statement&quot;) shall also cover any additional shares of common stock, $0.001 par value per share (the &quot;Common Stock&quot;), of the Registrant
(defined below) that become issuable under the Seelos Therapeutics, Inc. Amended and Restated 2012 Stock Long Term Incentive Plan (the &quot;2012 Plan&quot;) and the
Seelos Therapeutics, Inc. 2020 Employee Stock Purchase Plan (the &quot;ESPP&quot;), 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. </FONT></TD>
</TR>
<TR><TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="98%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>(2)</FONT></TD>
<TD WIDTH="98%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Represents 1,590,542 shares of Common Stock that were automatically added to the shares reserved for issuance under the 2012 Plan on
January 1, 2021 that were not subsequently granted by the Company. The 2012 Plan provides that an additional number of shares will automatically be added annually to the shares
authorized for issuance under the 2012 Plan on January 1st of each year commencing on January 1, 2020 and ending on (and including) January 1, 2029. The number of shares
added each year will be equal to 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 Registrant's board of directors on or prior to each such January 1. </P>
</FONT></TD>
</TR>
<TR><TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="98%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>(3)</FONT></TD>
<TD WIDTH="98%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">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 April 23, 2021, a date within five business days prior to the filing of this Registration Statement.</FONT></TD>
</TR>
<TR><TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="98%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>(4)</FONT></TD>
<TD WIDTH="98%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Represents shares of Common Stock reserved for future issuance under the 2012 Plan upon the exercise of outstanding options granted under the 2012 Plan.</P>
</TR>
<TR><TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="98%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>(5)</FONT></TD>
<TD WIDTH="98%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act. The
proposed maximum offering price per share and the proposed maximum aggregate offering price are calculated using an exercise price of $4.31 per share for options that were
issued under the 2012 Plan on March 15, 2021. </P></FONT></TD>
</TR>
<TR><TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="98%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>(6)</FONT></TD>
<TD WIDTH="98%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Represents 545,358 shares of Common Stock that were automatically added to the shares reserved for issuance under the ESPP on
January 1, 2021. The ESPP provides that an additional number of shares will automatically be added annually to the shares authorized for issuance under the ESPP on January 1st
of each year commencing on January 1, 2021 and ending on (and including) January 1, 2030. The number of shares added each year will be equal to the lesser of (a) 1% of the
number of shares of Common Stock issued and outstanding on the immediately preceding December 31, and (b) a number of shares of Common Stock set by the Registrant's
board of directors or the Registrant's compensation committee of the board of directors on or prior to each such January 1.</P></FONT></TD>
</TR>
<TR><TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="98%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>(7)</FONT></TD>
<TD WIDTH="98%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">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 85% of the
average of the high and low prices of the Common Stock as reported on the Nasdaq Capital Market on April 23, 2021, a date within five business days prior to the filing of this
Registration Statement. Pursuant to the ESPP, the purchase price of the shares of Common Stock reserved for issuance thereunder will be 85% of the lower of the fair market value
of the Common Stock on (i) the first day of the offering period or (ii) the purchase date.</FONT></TD>
</TR>
<TR><TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="98%" VALIGN="TOP">&nbsp;</TD>
</TR>
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<P style="PAGE-BREAK-BEFORE: always" align=left>

<B><P ALIGN="CENTER">EXPLANATORY NOTE </P></B>

<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; Seelos Therapeutics, Inc. (the &quot;Registrant&quot;) has prepared this registration statement (this &quot;Registration Statement&quot;) in accordance
with the requirements of Form S-8 under the Securities Act to register: (1) 1,590,542 additional shares of Common Stock issuable pursuant to the 2012 Plan, (2) 1,198,324 shares of
Common Stock issuable pursuant to outstanding options granted under the 2012 Plan, and (3) 545,358 shares of Common Stock issuable pursuant to the ESPP. The 2012 Plan and
the ESPP, including the shares of Common Stock available for issuance pursuant thereto, have each been previously approved by the Registrant's stockholders.</P>
<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; Pursuant to the Registration Statements on Form S-8 (File Nos. 333-182704, 333-191680, 333-204748, 333-210040, 333-215419, 333-218368, 333-229846
and 333-238562) filed by the Registrant with the Securities and Exchange Commission (the &quot;Commission&quot;) on July 17, 2012, October 10, 2013, June 5, 2015, March 9,
2016, January 4, 2017, May 31, 2017, February 25, 2019 and May 21, 2020 (the &quot;Prior Registration Statements&quot;), the Registrant previously registered an aggregate of
8,138,936 shares of Common Stock under the 2012 Plan and an aggregate of 1,000,000 shares of Common Stock under the ESPP.</P>
<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements are hereby incorporated by reference.</P>

<B><P ALIGN="CENTER">PART I</P>
<P ALIGN="CENTER">INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS </P>
</B><P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; The document(s) containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act.
Such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the
Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.</P>

<B><P ALIGN="CENTER">PART II</P>

<P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT </P>

<P>Item&nbsp;3. Incorporation of Documents by Reference. </P></B>

<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; The following documents filed by the Registrant with the Commission are hereby incorporated by reference into this Registration Statement: </P>

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<TR><TD WIDTH="4%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">(a)</FONT></TD>
<TD WIDTH="92%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><A HREF="http://www.sec.gov/Archives/edgar/data/1017491/000113626121000034/form10k.htm"><FONT SIZE=2>The Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on March 11, 2021</FONT></A><FONT SIZE=2>;</P>
<P ALIGN="JUSTIFY">&nbsp;</FONT></TD>
</TR>
<TR><TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">(b)</FONT></TD>
<TD WIDTH="92%" VALIGN="TOP"><FONT SIZE=2><P ALIGN="JUSTIFY">
<A HREF="http://www.sec.gov/Archives/edgar/data/1017491/000113626121000064/body10q.htm">
The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Commission on April 30, 2021</A>;</P>
<P ALIGN="JUSTIFY">&nbsp;</FONT></TD>
</TR>
<TR><TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">(c)</FONT></TD>
<TD WIDTH="92%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">The information specifically incorporated by reference into the Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 2020 from the Registrant's definitive proxy statement on </FONT><A
HREF="http://www.sec.gov/Archives/edgar/data/1017491/000114036121012463/nc10022480x2_def14a.htm"><FONT SIZE=2>Schedule 14A</FONT></A><FONT SIZE=2>, filed
with the Commission on April 12, 2021;</P>
<P ALIGN="JUSTIFY">&nbsp;</FONT></TD>
</TR>
<TR><TD WIDTH="4%" VALIGN="TOP" HEIGHT=15><P></P></TD>
<TD WIDTH="4%" VALIGN="TOP" HEIGHT=15>
<FONT SIZE=2><P ALIGN="JUSTIFY">(d)</FONT></TD>
<TD WIDTH="92%" VALIGN="TOP" HEIGHT=15>
<FONT SIZE=2><P ALIGN="JUSTIFY">The Registrant's Current Reports on Form 8-K filed with the Commission on (i) </FONT><A
HREF="https://www.sec.gov/Archives/edgar/data/1017491/000113626121000007/body8k.htm"><FONT SIZE=2>January 12, 2021</FONT></A><FONT SIZE=2>; (ii) </FONT><A
HREF="https://www.sec.gov/Archives/edgar/data/1017491/000113626121000021/body8k.htm"><FONT SIZE=2>January 26, 2021</FONT></A><FONT SIZE=2>; (iii) </FONT><A
HREF="https://www.sec.gov/Archives/edgar/data/1017491/000113626121000024/body8k.htm"><FONT SIZE=2>January 28, 2021</FONT></A><FONT SIZE=2>; and (iv)
</FONT><A HREF="http://www.sec.gov/Archives/edgar/data/1017491/000113626121000027/body8k.htm"><FONT SIZE=2>February 18, 2021</FONT></A><FONT SIZE=2>; and
</P>
<P ALIGN="JUSTIFY">&nbsp;</FONT></TD>
</TR>
<TR><TD WIDTH="4%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">&nbsp;&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">(e)</FONT></TD>
<TD WIDTH="92%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">The description of the Registrant's common stock set forth in the Registrant's </FONT><A
HREF="https://www.sec.gov/Archives/edgar/data/1017491/000100547700002994/0001005477-00-002994.txt"><FONT SIZE=2>Registration Statement on Form 8-A (File No. 000-22245),
filed with the Commission on April 10, 2000</FONT></A><FONT SIZE=2>, including any amendments or reports filed for the purpose of updating such description.</FONT></TD>
</TR>
</TABLE>

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<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; All other reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the &quot;Exchange Act&quot;), 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.</P>
<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; 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.</P>
<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; 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.</P>
<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; 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:</P>

<P ALIGN="CENTER">Seelos Therapeutics, Inc.<BR>
                  300 Park Avenue, 2nd Floor<BR>
                  New York, NY 10022<BR>
                   (646) 293-2100</P>

<B><P>Item 4. Description of Securities. </P>
</B><P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; Not applicable. </P>

<B><P>Item 5. Interests of Named Experts and Counsel. </P>
</B><P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; Not applicable. </P>

<B><P>Item 6. Indemnification of Directors and Officers. </P>
</B><P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; The Registrant's officers and directors are indemnified under Nevada law, the Registrant's Amended and Restated Articles of Incorporation, as
amended, and its Amended and Restated Bylaws, as amended, against certain liabilities. The Registrant's Amended and Restated Articles of Incorporation, as amended, require the
Registrant to indemnify its directors and officers to the fullest extent permitted by the laws of the State of Nevada in effect from time to time.</P>
<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; Pursuant to its Amended and Restated Articles of Incorporation, as amended, none of the Registrant's directors or officers shall be personally liable to the
Registrant or 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, 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 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 78.138
currently provides that, except as otherwise provided in the Nevada Revised Statutes, a director or officer shall not be individually liable to the Registrant or 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

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<P style="PAGE-BREAK-BEFORE: always" align=left>

<P ALIGN="JUSTIFY">
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 (iii) such
breach involved intentional misconduct, fraud or a knowing violation of the law.</P>

<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; Pursuant to the Registrant's Amended and Restated Articles of Incorporation, as amended, it 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 the Registrant or is serving at 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 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.</P>

<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; The Registrant's Amended and Restated Articles of Incorporation, as amended, also provide that it 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 in advance of the final
disposition of the action, suit or proceeding, but, if applicable law so requires, only upon receipt by the 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.</P>

<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; The Registrant's Amended and Restated Bylaws, as amended, provide that the 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 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 Registrant), by reason of the fact that he or she is or was a director or officer of the Registrant or is or was serving in any capacity at the request of the
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 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. The Amended and Restated Bylaws, as amended, also require that the expenses of such directors and officers must be paid by the Registrant (or through insurance
maintained, or other financial arrangements made, by the 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 Registrant. Any indemnification of directors and officers under the Amended and Restated Bylaws, as amended, shall inure to the benefit of their respective
heirs, executors and administrators.</P>
<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; 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 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

<HR WIDTH="100%">
<P style="PAGE-BREAK-BEFORE: always" align=left>

<P ALIGN="JUSTIFY">
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.</P>

<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; Any discretionary indemnification 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, may 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 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.</P>
<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; 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 our 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.</P>
<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; The Registrant maintains a general liability insurance policy that covers certain liabilities of directors and officers of the Registrant arising out of
claims based on acts or omissions in their capacities as directors or officers.</P>

<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; See also the undertakings set out in response to Item 9 herein.</P>

<B><P>Item&nbsp;7. Exemption from Registration Claimed. </P>
</B><P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; Not applicable. </P>

<B><P>Item&nbsp;8.&nbsp;Exhibits. </P></B>

<FONT SIZE=1><P> &nbsp; </P><FONT SIZE=2>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH=95%>
<TR>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="5%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=1><P>Exhibit<BR>
Number</B></FONT></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="94%" VALIGN="TOP">
<B><FONT SIZE=1><P ALIGN="CENTER">Description of Document</B></FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="95%" VALIGN="TOP" COLSPAN=3><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<P><A HREF="http://www.sec.gov/Archives/edgar/data/1017491/0001005477-97-000778.txt"><U><FONT SIZE=2 COLOR="#0000ff">3.1</U></FONT></A></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P>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).</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP"><P>&nbsp;</P></TD>
<TD WIDTH="95%" VALIGN="TOP" COLSPAN=4><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<P><A HREF="http://www.sec.gov/Archives/edgar/data/1017491/000095013603000741/file002.txt"><U><FONT SIZE=2 COLOR="#0000ff">3.2</U></FONT></A></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P>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 Annual
Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2003).</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP"><P>&nbsp;</P></TD>
<TD WIDTH="95%" VALIGN="TOP" COLSPAN=4><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<P><A HREF="http://www.sec.gov/Archives/edgar/data/1017491/000114420406010273/v037542_ex3-4.htm"><U><FONT SIZE=2 COLOR="#0000ff">3.3</U></FONT></A></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P>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 Annual
Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2006).</FONT></TD>
</TR>
</TABLE>

<HR WIDTH="100%">
<P style="PAGE-BREAK-BEFORE: always" align=left>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH=95%>
<TR>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="5%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=1><P>Exhibit<BR>
Number</B></FONT></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="94%" VALIGN="TOP">
<B><FONT SIZE=1><P ALIGN="CENTER">Description of Document</B></FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP"><P>&nbsp;</P></TD>
<TD WIDTH="95%" VALIGN="TOP" COLSPAN=4><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<P><A HREF="http://www.sec.gov/Archives/edgar/data/1017491/000114420410017441/v178249_ex3-6.htm"><U><FONT SIZE=2 COLOR="#0000ff">3.4</U></FONT></A></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P>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).</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP"><P>&nbsp;</P></TD>
<TD WIDTH="95%" VALIGN="TOP" COLSPAN=4><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<P><A HREF="http://www.sec.gov/Archives/edgar/data/1017491/000114420410017441/v178249_ex3-7.htm"><U><FONT SIZE=2 COLOR="#0000ff">3.5</U></FONT></A></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P>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).</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP"><P>&nbsp;</P></TD>
<TD WIDTH="95%" VALIGN="TOP" COLSPAN=4><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<P><A HREF="http://www.sec.gov/Archives/edgar/data/1017491/000114420411016743/v215636_ex3-1.htm"><U><FONT SIZE=2 COLOR="#0000ff">3.6</U></FONT></A></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P>Certificate of Designation for Series D Junior-Participating Cumulative Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on March 24, 2011).</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP"><P>&nbsp;</P></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<P><A HREF="http://www.sec.gov/Archives/edgar/data/1017491/000114420410034002/v188471_ex3-1.htm"><U><FONT SIZE=2 COLOR="#0000ff">3.7</U></FONT></A></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P>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).</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP"><P>&nbsp;</P></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<P><A HREF="http://www.sec.gov/Archives/edgar/data/1017491/000114420410048909/v196361_ex3-1.htm"><U><FONT SIZE=2 COLOR="#0000ff">3.8</U></FONT></A></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P>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).</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP"><P>&nbsp;</P></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<P><A HREF="http://www.sec.gov/Archives/edgar/data/1017491/000119312513224446/d539505dex31.htm"><U><FONT SIZE=2 COLOR="#0000ff">3.9</U></FONT></A></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P>Certificate of Withdrawal of Series D Junior Participating Cumulative Preferred Stock, dated May&nbsp;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).</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP"><P>&nbsp;</P></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<P><A HREF="http://www.sec.gov/Archives/edgar/data/1017491/000101749116000227/exhibit31to8-konreversesto.htm"><U><FONT SIZE=2 COLOR="#0000ff">3.10</U></FONT></A></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P>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 October 25, 2016).</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP"><P>&nbsp;</P></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<P><A HREF="http://www.sec.gov/Archives/edgar/data/1017491/000101749117000091/apri63017ex310.htm"><FONT SIZE=2>3.11</FONT></A></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P>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).</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP"><P>&nbsp;</P></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<P><A HREF="http://www.sec.gov/Archives/edgar/data/1017491/000101749118000075/apri63018ex312.htm"><FONT SIZE=2>3.12</FONT></A></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P>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).</P></FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP"><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2>
<P><A HREF="http://www.sec.gov/Archives/edgar/data/1017491/000114036119001465/ex3_1.htm"><FONT SIZE=2>3.13</FONT></A></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP">
<FONT SIZE=2><P>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).</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP"><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2>
<P><A HREF="http://www.sec.gov/Archives/edgar/data/1017491/000114036119001465/ex3_2.htm"><FONT SIZE=2>3.14</FONT></A></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP">
<FONT SIZE=2><P>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).</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP"><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2>
<P><A HREF="http://www.sec.gov/Archives/edgar/data/1017491/000113626120000114/exh3-16.htm"><FONT SIZE=2>3.15</FONT></A></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP">
<FONT SIZE=2><P>Certificate of Correction to Certificate of Amended and Restated Articles of Incorporation of the Registrant, dated March 25, 2020 (incorporated herein by reference to
Exhibit 3.16 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2020). </FONT></TD>
</TR>
</TABLE>

<HR WIDTH="100%">
<P style="PAGE-BREAK-BEFORE: always" align=left>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH=95%>
<TR>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="5%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=1><P>Exhibit<BR>
Number</B></FONT></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="94%" VALIGN="TOP">
<B><FONT SIZE=1><P ALIGN="CENTER">Description of Document</B></FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP"><P>&nbsp;</P></TD>
<TD WIDTH="95%" VALIGN="TOP" COLSPAN=4><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2>
<P><A HREF="http://www.sec.gov/Archives/edgar/data/1017491/000113626120000124/exh3-1.htm"><FONT SIZE=2>3.16</FONT></A></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP">
<FONT SIZE=2><P>Certificate of Amendment to the Amended and Restated Articles of Incorporation of Seelos Therapeutics, Inc., filed May 18, 2020 (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 19, 2020).</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP"><P>&nbsp;</P></TD>
<TD WIDTH="95%" VALIGN="TOP" COLSPAN=4><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2>
<P><A HREF="http://www.sec.gov/Archives/edgar/data/1017491/000113626120000131/exh3-1.htm"><FONT SIZE=2>3.17</FONT></A></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP">
<FONT SIZE=2><P>Certificate of Correction of the Certificate of Amendment to the Amended and Restated Articles of Incorporation of Seelos Therapeutics, Inc., filed
May 20, 2020 (incorporated herein by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K/A filed with the Securities and Exchange Commission on May 21, 2020). </FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP"><P>&nbsp;</P></TD>
<TD WIDTH="95%" VALIGN="TOP" COLSPAN=4><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2>
<P><A HREF="http://www.sec.gov/Archives/edgar/data/1017491/000114036119001465/ex3_3.htm"><FONT SIZE=2>3.18</FONT></A></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP">
<FONT SIZE=2><P>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).</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP"><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2>
<P><A HREF="http://www.sec.gov/Archives/edgar/data/1017491/000114420411016740/v215638_ex4-1.htm"><U><FONT SIZE=2 COLOR="#0000ff">4.1</U></FONT></A></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP">
<FONT SIZE=2><P>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).</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP"><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2>
<P><A HREF="http://www.sec.gov/Archives/edgar/data/1017491/000114036120008730/nc10010435x2_def14a.htm#tAPPB"><FONT SIZE=2>4.2</FONT></A></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP">
<FONT SIZE=2><P>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).</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP"><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2>
<P><A HREF="http://www.sec.gov/Archives/edgar/data/1017491/000101749114000079/apri-2014630xex101.htm"><FONT SIZE=2>4.3</FONT></A></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP">
<FONT SIZE=2><P>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).</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP"><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2>
<P><A HREF="http://www.sec.gov/Archives/edgar/data/1017491/000114036120008730/nc10010435x2_def14a.htm#tAPPA"><FONT SIZE=2>4.4</FONT></A></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP">
<FONT SIZE=2><P>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).</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP"><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P><A HREF="exh5-1.htm">5.1</A></FONT></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP">
<FONT SIZE=2><P>Opinion of Brownstein Hyatt Farber Schreck, LLP.</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP"><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P><A HREF="exh23-1.htm">23.1</A></FONT></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of KPMG LLP, Independent Registered Public Accounting Firm.</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP"><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P><A HREF="exh5-1.htm">23.2</A></FONT></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1).</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP"><P>&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P>24.1</FONT></TD>
<TD WIDTH="1%" VALIGN="TOP" COLSPAN=2><P>&nbsp;</P></TD>
<TD WIDTH="94%" VALIGN="TOP">
<FONT SIZE=2><P>Power of Attorney (included on signature page).</FONT></TD>
</TR>
</TABLE>



<B><P>Item 9. Undertakings. </P></B>

<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; A. The undersigned Registrant hereby undertakes:</P>

<DIR>

<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:</P>

<DIR>

<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act;</P>
<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; (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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the &quot;Calculation of Registration Fee&quot; table in the effective
registration statement; and</P>

</DIR>
</DIR>

<HR WIDTH="100%">
<P style="PAGE-BREAK-BEFORE: always" align=left>



<DIR>
<DIR>

<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; (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.</P>

</DIR>

<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; <I>Provided, however</I>, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.</P>
<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; (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.</P>
<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; (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.</P>

</DIR>

<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; B. The undersigned Registrant hereby undertakes 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.</P>

<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission 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 the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the 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 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.</P>

<HR WIDTH="100%">
<P style="PAGE-BREAK-BEFORE: always" align=left>


<B><P ALIGN="CENTER">SIGNATURES</P>
</B><P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; 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 April 30, 2021. </P>

<TABLE BORDER=0 CELLSPACING=1 BORDERCOLOR="#000000" WIDTH=95%>
<TR><TD WIDTH="48%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="42%" VALIGN="TOP" COLSPAN=2 HEIGHT=16>
<B><FONT SIZE=2><P>SEELOS THERAPEUTICS, INC.</B></FONT></TD>
<TD WIDTH="10%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
</TR>
<TR><TD WIDTH="48%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="6%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="36%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="10%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
</TR>
<TR><TD WIDTH="48%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="6%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>By:</FONT></TD>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="36%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P><A NAME="tab2"></A>/s/ Raj Mehra, Ph.D.</FONT></TD>
<TD WIDTH="10%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
</TR>
<TR><TD WIDTH="48%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="6%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="36%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=2><P>&nbsp;&nbsp;&nbsp;Raj Mehra, Ph.D.<BR>
<I> &nbsp;&nbsp;&nbsp;&nbsp;President and Chief Executive Officer</I></FONT></TD>
<TD WIDTH="10%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
</TR>
</TABLE>

<B><P ALIGN="CENTER">POWER OF ATTORNEY </P>
<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; KNOW ALL PERSONS BY THESE PRESENTS</B>, 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.</P>

<P ALIGN="JUSTIFY"> &nbsp;&nbsp;&nbsp;&nbsp; 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.</P>

<TABLE BORDER=0 CELLSPACING=1 BORDERCOLOR="#000000" WIDTH=95%>
<TR><TD WIDTH="40%" VALIGN="TOP" HEIGHT=16>
<B><FONT SIZE=2><P ALIGN="CENTER">Signature</B></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=16>
<B><FONT SIZE=2><P ALIGN="CENTER">Title</B></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=16>
<B><FONT SIZE=2><P ALIGN="CENTER">Date</B></FONT></TD>
</TR>
<TR><TD WIDTH="40%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
</TR>
<TR>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="40%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">/s/ Raj Mehra, Ph.D.</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">President, Chief Executive Officer, Chairman of the Board and Interim Chief Financial Officer</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">April 30, 2021</FONT></TD>
</TR>
<TR><TD WIDTH="40%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">Raj Mehra, Ph.D.</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=16>
<I><FONT SIZE=2><P ALIGN="CENTER">(Principal Executive Officer, Principal Financial and Accounting Officer)</I></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
</TR>
<TR><TD WIDTH="40%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
</TR>
<TR>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="40%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">/s/ Brian Lian, Ph.D.</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">April 30, 2021</FONT></TD>
</TR>
<TR><TD WIDTH="40%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">Brian Lian, Ph.D.</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
</TR>
<TR><TD WIDTH="40%" VALIGN="TOP" HEIGHT=16><P></P></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16><P></P></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=16><P></P></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16><P></P></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=16><P></P></TD>
</TR>
<TR>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="40%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">/s/ Daniel J. O'Connor, J.D.</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">April 30, 2021</FONT></TD>
</TR>
<TR><TD WIDTH="40%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">Daniel J. O'Connor, J.D.</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
</TR>
<TR><TD WIDTH="40%" VALIGN="TOP" HEIGHT=16><P></P></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16><P></P></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=16><P></P></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16><P></P></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=16><P></P></TD>
</TR>
<TR>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="40%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">/s/ Richard W. Pascoe</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">April 30, 2021</FONT></TD>
</TR>
<TR><TD WIDTH="40%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">Richard W. Pascoe </FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
</TR>
<TR><TD WIDTH="40%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><P></P></TD>
<TD WIDTH="40%" VALIGN="TOP"><P></P></TD>
<TD WIDTH="2%" VALIGN="TOP"><P></P></TD>
<TD WIDTH="17%" VALIGN="TOP"><P></P></TD>
</TR>
<TR>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="40%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">/s/ Judith Dunn, Ph.D.</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=3>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=3>
<FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=3>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=3>
<FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">April 30, 2021</FONT></TD>
</TR>
<TR><TD WIDTH="40%" VALIGN="TOP" HEIGHT=3>
<FONT SIZE=2><P ALIGN="CENTER">Judith Dunn, Ph.D.</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=3>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
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{"company-data": {"conformed-name": "SEELOS THERAPEUTICS, INC.", "cik": "0001017491", "assigned-sic": "2834", "irs-number": "870449967", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-255670", "film-number": "21878697"}, "business-address": {"street1": "300 PARK AVENUE", "street2": "2ND FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "(646) 293-2100"}, "mail-address": {"street1": "300 PARK AVENUE", "street2": "2ND FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": [{"former-conformed-name": "APRICUS BIOSCIENCES, INC.", "date-changed": "20100914"}, {"former-conformed-name": "NEXMED INC", "date-changed": "19970311"}]}
April 30, 2021 S-8 DOC
As filed with the Securities and Exchange Commission on April 30, 2021
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, 2nd Floor
New York, NY 10022
(Address of principal executive offices, including zip code)
__________________________________________________________________________________________________________
Seelos Therapeutics, Inc. Amended and Restated 2012 Stock Long Term Incentive Plan
Seelos Therapeutics, Inc. 2020 Employee Stock Purchase 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, 2nd Floor
New York, NY 10022
(646) 293-2100
(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 Seelos Therapeutics, Inc. Amended and Restated 2012 Stock Long Term Incentive Plan
1,590,452
(2)
$6.07
(3)
$9,654,589.94
(3)
$1,053.32
Common Stock, $0.001 par value per share, issuable pursuant to outstanding options granted under the Seelos Therapeutics, Inc. Amended and Restated 2012 Stock Long Term Incentive
Plan
1,198,324
(4)
$4.31
(5)
$5,164,776.44
(5)
$563.48
Common Stock, $0.001 par value per share, issuable pursuant to the Seelos Therapeutics, Inc. 2020 Employee Stock Purchase Plan
(6)
545,358
(6)
$5.1595
(7)
$2,813,774.60
(7)
$306.98
TOTAL:
3,334,224
-
$17,633,140.98
$1,923.78
(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 Seelos Therapeutics, Inc. Amended and Restated 2012 Stock Long Term Incentive Plan (the "2012 Plan") and the
Seelos Therapeutics, Inc. 2020 Employee Stock Purchase Plan (the "ESPP"), 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 1,590,542 shares of Common Stock that were automatically added to the shares reserved for issuance under the 2012 Plan on
January 1, 2021 that were not subsequently granted by the Company. The 2012 Plan provides that an additional number of shares will automatically be added annually to the shares
authorized for issuance under the 2012 Plan on January 1st of each year commencing on January 1, 2020 and ending on (and including) January 1, 2029. The number of shares
added each year will be equal to 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 Registrant's board of directors on or prior to each such January 1.
(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 April 23, 2021, a date within five business days prior to the filing of this Registration Statement.
(4)
Represents shares of Common Stock reserved for future issuance under the 2012 Plan upon the exercise of outstanding options granted under the 2012 Plan.
(5)
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act. The
proposed maximum offering price per share and the proposed maximum aggregate offering price are calculated using an exercise price of $4.31 per share for options that were
issued under the 2012 Plan on March 15, 2021.
(6)
Represents 545,358 shares of Common Stock that were automatically added to the shares reserved for issuance under the ESPP on
January 1, 2021. The ESPP provides that an additional number of shares will automatically be added annually to the shares authorized for issuance under the ESPP on January 1st
of each year commencing on January 1, 2021 and ending on (and including) January 1, 2030. The number of shares added each year will be equal to the lesser of (a) 1% of the
number of shares of Common Stock issued and outstanding on the immediately preceding December 31, and (b) a number of shares of Common Stock set by the Registrant's
board of directors or the Registrant's compensation committee of the board of directors on or prior to each such January 1.
(7)
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 85% of the
average of the high and low prices of the Common Stock as reported on the Nasdaq Capital Market on April 23, 2021, a date within five business days prior to the filing of this
Registration Statement. Pursuant to the ESPP, the purchase price of the shares of Common Stock reserved for issuance thereunder will be 85% of the lower of the fair market value
of the Common Stock on (i) the first day of the offering period or (ii) the purchase date.
EXPLANATORY NOTE
Seelos Therapeutics, Inc. (the "Registrant") has prepared this registration statement (this "Registration Statement") in accordance
with the requirements of Form S-8 under the Securities Act to register: (1) 1,590,542 additional shares of Common Stock issuable pursuant to the 2012 Plan, (2) 1,198,324 shares of
Common Stock issuable pursuant to outstanding options granted under the 2012 Plan, and (3) 545,358 shares of Common Stock issuable pursuant to the ESPP. The 2012 Plan and
the ESPP, including the shares of Common Stock available for issuance pursuant thereto, have each been previously approved by the Registrant's stockholders.
Pursuant to the Registration Statements on Form S-8 (File Nos. 333-182704, 333-191680, 333-204748, 333-210040, 333-215419, 333-218368, 333-229846
and 333-238562) filed by the Registrant with the Securities and Exchange Commission (the "Commission") on July 17, 2012, October 10, 2013, June 5, 2015, March 9,
2016, January 4, 2017, May 31, 2017, February 25, 2019 and May 21, 2020 (the "Prior Registration Statements"), the Registrant previously registered an aggregate of
8,138,936 shares of Common Stock under the 2012 Plan and an aggregate of 1,000,000 shares of Common Stock under the ESPP.
In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements are hereby incorporated by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act.
Such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the
Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission 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, 2020, filed with the Commission on March 11, 2021
;
(b)
The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Commission on April 30, 2021
;
(c)
The information specifically incorporated by reference into the Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 2020 from the Registrant's definitive proxy statement on
Schedule 14A
, filed
with the Commission on April 12, 2021;
(d)
The Registrant's Current Reports on Form 8-K filed with the Commission on (i)
January 12, 2021
; (ii)
January 26, 2021
; (iii)
January 28, 2021
; and (iv)
February 18, 2021
; and
(e)
The description of the Registrant's common stock set forth in the Registrant's
Registration Statement on Form 8-A (File No. 000-22245),
filed with the Commission on April 10, 2000
, 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 Securities
Exchange Act of 1934, as amended (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, 2nd Floor
New York, NY 10022
(646) 293-2100
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's officers and directors are indemnified under Nevada law, the Registrant's Amended and Restated Articles of Incorporation, as
amended, and its Amended and Restated Bylaws, as amended, against certain liabilities. The Registrant's Amended and Restated Articles of Incorporation, as amended, require the
Registrant to indemnify 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 its Amended and Restated Articles of Incorporation, as amended, none of the Registrant's directors or officers shall be personally liable to the
Registrant or 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, 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 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 78.138
currently provides that, except as otherwise provided in the Nevada Revised Statutes, a director or officer shall not be individually liable to the Registrant or 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 (iii) such
breach involved intentional misconduct, fraud or a knowing violation of the law.
Pursuant to the Registrant's Amended and Restated Articles of Incorporation, as amended, it 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 the Registrant or is serving at 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 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.
The Registrant's Amended and Restated Articles of Incorporation, as amended, also provide that it 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 in advance of the final
disposition of the action, suit or proceeding, but, if applicable law so requires, only upon receipt by the 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.
The Registrant's Amended and Restated Bylaws, as amended, provide that the 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 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 Registrant), by reason of the fact that he or she is or was a director or officer of the Registrant or is or was serving in any capacity at the request of the
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 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. The Amended and Restated Bylaws, as amended, also require that the expenses of such directors and officers must be paid by the Registrant (or through insurance
maintained, or other financial arrangements made, by the 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 Registrant. Any indemnification of directors and officers under 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 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.
Any discretionary indemnification 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, may 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 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.
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 our 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 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 9 herein.
Item 7. Exemption from Registration Claimed.
Not applicable.
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 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 Registrant, dated June 14, 2005 (incorporated herein by reference to Exhibit 3.4 to the Registrant's Annual
Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2006).
Exhibit
Number
Description of Document
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).
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 Registration
Statement 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 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 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 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
Certificate of Correction to Certificate of Amended and Restated Articles of Incorporation of the Registrant, dated March 25, 2020 (incorporated herein by reference to
Exhibit 3.16 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2020).
Exhibit
Number
Description of Document
3.16
Certificate of Amendment to the Amended and Restated Articles of Incorporation of Seelos Therapeutics, Inc., filed May 18, 2020 (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 19, 2020).
3.17
Certificate of Correction of the Certificate of Amendment to the Amended and Restated Articles of Incorporation of Seelos Therapeutics, Inc., filed
May 20, 2020 (incorporated herein by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K/A filed with the Securities and Exchange Commission on May 21, 2020).
3.18
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
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).
4.3
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).
4.4
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).
5.1
Opinion of Brownstein Hyatt Farber Schreck, LLP.
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 (included on signature page).
Item 9. Undertakings.
A. 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and
(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 (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this 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.
B. The undersigned Registrant hereby undertakes 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.
C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission 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 the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the 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 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.
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 April 30, 2021.
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
April 30, 2021
Raj Mehra, Ph.D.
(Principal Executive Officer, Principal Financial and Accounting Officer)
/s/ Brian Lian, Ph.D.
Director
April 30, 2021
Brian Lian, Ph.D.
/s/ Daniel J. O'Connor, J.D.
Director
April 30, 2021
Daniel J. O'Connor, J.D.
/s/ Richard W. Pascoe
Director
April 30, 2021
Richard W. Pascoe
/s/ Judith Dunn, Ph.D.
Director
April 30, 2021
Judith Dunn, Ph.D.