Seelos Therapeutics Announces Pricing of $1.1 Million Registered Direct Offering and Concurrent Private Placement Priced At-the-Market Under Nasdaq Rules
Seelos Therapeutics announced a $1.1 million registered direct offering and concurrent private placement. The company will sell 380,968 shares of common stock and pre-funded warrants for 81,239 shares at $2.46 per share. Additionally, they will issue unregistered warrants for 924,414 shares at $2.21 each, expiring five years from issuance.
The offering is set to close around May 21, 2024, pending customary conditions. Proceeds will support general corporate purposes, product development, and debt repayment. Roth Capital Partners is the sole placement agent. The direct offering is filed under an effective shelf registration statement with the SEC.
- Secured $1.1 million in funding.
- Intended use of proceeds includes advancing product development.
- Warrants are exercisable immediately, providing potential for future capital.
- Partnership with Roth Capital Partners, a reputable placement agent.
- Potential dilution of shares from the issuance of new stock.
- Dependence on satisfying customary closing conditions.
- Additional debt repayment indicates existing financial liabilities.
- Unregistered warrants may pose future regulatory and liquidity challenges.
Seelos Therapeutics has announced a direct offering and concurrent private placement, raising approximately
Firstly, raising capital through both direct offerings and private placements is often a strategy to fund aggressive development plans or to manage existing debt. In this case, the company aims to use the proceeds for general corporate purposes and to advance its product candidates. This indicates a focus on sustaining operations and potentially pushing forward clinical trials, which could be promising for long-term investors.
However, it's important to consider dilution. Issuing new shares and warrants increases the total number of shares outstanding, which can dilute the value of existing shares. For retail investors, this might mean a decrease in the value of their holdings in the short term.
Moreover, the exercise price of the unregistered warrants is set at
The structure of Seelos Therapeutics' recent capital raising strategy provides interesting market insights. The company chose to offer pre-funded warrants in addition to common stock, which is somewhat unique. Pre-funded warrants allow investors to acquire shares at a nominal exercise price, with the initial purchase price set slightly below the market price. This method can be appealing because it minimizes the upfront financial burden on investors while still securing capital for the issuer.
The involvement of Roth Capital Partners as the sole placement agent suggests a targeted approach towards institutional investors, which could be a sign of confidence in Seelos' future prospects. Institutional investors typically conduct thorough due diligence, which might imply a higher level of confidence in Seelos’ pipeline of therapies.
However, retail investors should be cautious. The issuance of unregistered warrants and their subsequent potential dilution effects can lead to increased volatility in the stock price. Additionally, the planned use of funds for general corporate purposes and to repay debt does not directly translate to immediate value addition, but it may stabilize operations in the long run.
The Company also agreed to issue to the investors unregistered warrants to purchase up to 924,414 shares of common stock in a concurrent private placement. The warrants will have an exercise price of
The registered direct offering and concurrent private placement are expected to close on or about May 21, 2024, subject to the satisfaction of customary closing conditions.
Seelos currently intends to use the net proceeds from the offering for general corporate purposes, the advancement of the development of its product candidates and to make periodic principal and interest payments under, or to repay a portion of, its outstanding convertible promissory note.
Roth Capital Partners is acting as the sole placement agent for the offering.
The registered direct offering of the shares of common stock and pre-funded warrants described above is being made pursuant to an effective shelf registration statement on Form S-3 (File No 333-276119) previously filed with the
The private placement of the unregistered warrants and the shares of common stock issuable upon exercise of the unregistered warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and/or Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws. Accordingly, the unregistered warrants and the shares of common stock issuable upon exercise thereof may not be offered or sold in
This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
About Seelos Therapeutics:
Seelos Therapeutics, Inc. is a clinical-stage biopharmaceutical company focused on the development and advancement of novel therapeutics to address unmet medical needs for the benefit of patients with CNS disorders and other rare diseases. The Company's robust portfolio includes several late-stage clinical assets targeting indications including Acute Suicidal Ideation and Behavior (ASIB) in Major Depressive Disorder (MDD), amyotrophic lateral sclerosis (ALS) and Spinocerebellar ataxia (SCA), as well as early-stage programs in
Forward-Looking Statements:
Statements made in this press release, which are not historical in nature, constitute forward-looking statements related to Seelos for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. These statements include, among others, statements regarding the completion of the offering, the anticipated proceeds from the offering and the use of such proceeds. These statements are based on our current expectations and beliefs and are subject to a number of factors, risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The risks and uncertainties involved include those associated with general economic and market conditions and our ability to satisfy closing conditions applicable to the offering, our intended use of proceeds from the offering, as well as other risk factors and matters set forth in our periodic filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2023, subsequent Quarterly Reports on Form 10-Q, including Seelos' Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, and the prospectus supplement and the accompanying prospectus related to the public offering to be filed with the SEC. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, even if subsequently made available by us on our website or otherwise. We do not undertake any obligation to update, amend or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Contact Information:
Anthony Marciano
Chief Communications Officer
Seelos Therapeutics, Inc. (Nasdaq: SEEL)
300 Park Avenue, 2nd Floor
(646) 293-2136
anthony.marciano@seelostx.com
Mike Moyer
Managing Director
LifeSci Advisors, LLC
250 West 55th St., Suite 3401
(617) 308-4306
mmoyer@lifesciadvisors.com
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SOURCE Seelos Therapeutics, Inc.
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