Seelos Therapeutics Inc (SEEL)

[OldtimeramI]

Bryce

It would not be the first time that they have done an offering where they can only initially sell a partial amount and then ask and obtain shareholder approval in order to sell the rest of the shares to complete the offering.

Just take a look at the January 13, 2016 direct offering that had Sarissa Capital only able to purchase a certain amount and had the company require shareholder approval in order to sell them the rest.

"The offering is expected to take place in separate closings, subject to specified closing conditions. The Company expects the initial closing to occur on or about January 13, 2016 and to include gross proceeds of approximately $2.2 million from the sale of 2,528,411 shares of common stock and warrants to purchase up to 1,264,204 shares of common stock. The remaining securities will be sold in one or more subsequent closings, provided that the receipt of stockholder approval pursuant to the rules of the Nasdaq Stock Market shall be required prior to the Company’s sale of 7,073,865 shares of common stock and warrants to purchase up to 3,536,932 shares of common stock for expected gross proceeds of approximately $6.2 million. The sale of the remaining securities to Aspire Capital for expected gross proceeds of approximately $1.6 million may occur earlier at Aspire Capital’s election".

http://ir.apricusbio.com/phoenix.zhtml?c=118007&p=irol-newsArticle&ID=2128827



The explanation that Nasdaq has required the filing of the S-1 seems very plausible.

NASDAQ does not require you to have access to cash - it requires a certain amount of assets ( cash, property, inventories, etc ) of which the resulting combination when subtracted by the company's liabilities result in an excess of $2.5 million USD.

If that was the case then Apricus would not be non-compliant with the $2.5 million shareholder equity requirement as it could have used the shelf registration to show they had access to $100 million dollars ( the shelf registration was initially registered for that amount ).





Here is the message from I.R. that Aprilov shared with the board 10 days ago:

Sent from my iPhoneThis filing is part Apricus' agreement with Nasdaq to maintain its listing. Under that agreement Apricus had to file an S1 by today and then raise sufficient capital to demonstrate that the Company can stay above $2.5 mm of stockholder equity through Q1 2018. The cash Apricus has is sufficient to fund operations for the foreseeable future but is not enough to meet Nasdaq's equity requirement.



________________________________________
Matt Beck
Vice President

The Trout Group LLC
740 Broadway, 9th Floor






Using the same example I brought forward the other day and going by the NASDAQ response to that company ( RLJ Entertainment ), NASDAQ can issue a compliance letter but then monitors the company for ongoing compliance and can delist them if they do not provide evidence when filing the following 10Q's.


SILVER SPRING, Md., Oct. 20, 2016 /PRNewswire/ -- RLJ Entertainment (NASDAQ: RLJE) ("RLJE" or the "Company"), the entertainment content distribution company which owns and operates Acorn TV, the premier streaming service for British mystery and drama, and UMC (Urban Movie Channel), the first urban-focused subscription streaming service, today announced receipt of a letter from The Nasdaq Stock Market, LLC ("NASDAQ") stating that the Company has regained compliance with Listing Rule 5550(b).

RLJE had previously been notified by NASDAQ on April 21, 2016 that the Company did not meet the required minimum of $2,500,000 in stockholders' equity needed for continued listing on The NASDAQ Capital Market under Listing Rule 5500(b). On October 17, 2016, the Company announced the completion of transactions which resulted in stockholders' equity in excess of the minimum requirement. The Company has been advised by NASDAQ that NASDAQ will continue to monitor the Company's ongoing compliance with the stockholders' equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, that it may be subject to delisting.





Apricus has to have met the $2.5 million shareholder equity by March 30, 2017. It has to prove it on the 10Q that will be filed by mid May 2017. Then has to maintain the $2.5 million shareholder equity by June 30, 2017 and prove it when it files it's 10Q by mid August 2017. It then has another filing date in mid November 2017 ( which closes on September 30, 2017 - this is where you were applying your scenario ).

I guess it's only a matter of time - as far as how we find out how this is going to play out. I say they utilize the S1 - even if the Articles of Incorporation only allow them to do it partially and then they obtain shareholder approval for the rest.