Seelos Therapeutics Inc (SEEL)

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We are offering $6,000,000 of units, consisting of one share of our common stock and a warrant to purchase 0.75 of a share of our common stock at an exercise price per share of common stock equal to $ . The shares of our common stock and the warrants that form part of the unit are immediately separable and will be issued separately in this offering.
We do not currently have a sufficient number of authorized shares of common stock to cover the shares issuable upon exercise of the warrants being offered by this prospectus. As a result, before any warrants can become exercisable, we need to receive stockholder approval of an amendment to our Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock to a total of 30,000,000 shares (the “Charter Amendment”) at our next annual meeting of stockholders on May 17, 2017. While our board of directors has unanimously recommended that stockholders approve the Charter Amendment and all current directors and executive officers are supportive of the Charter Amendment, we cannot assure you that we will be able to obtain requisite stockholder approval of the Charter Amendment. The warrants will be exercisable on any day on or after the date that we publicly announce through the filing of a Current Report on Form 8-K that the Charter Amendment has been approved by our stockholders and has become effective. The warrants will expire five years from the date the warrants are first exercisable.
Our common stock is listed on The NASDAQ Capital Market under the symbol “APRI.” On April 14, 2017 , the last reported sale price for our common stock on The NASDAQ Capital Market was $ 1.94  per share. There is no established public trading market for the warrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing of the warrants on any national securities exchange. The public offering price per unit will be determined between us and the underwriter at the time of pricing, and may be at a discount to the current market price of our common stock.
Investing in our securities involves a high degree of risk. Please read “Risk Factors” beginning on page 4 of this prospectus and in the documents incorporated by reference into this prospectus for a discussion of factors you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.