Seelos Therapeutics Inc (SEEL)

[califax]

Purposes of Amendment

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In the past, the Company has funded its operations primarily through the sale of equity and issuance of convertible debt and expects to continue to need additional external financing to provide additional working capital and to continue the development of its product candidates. As of the Record Date, we had 106,928,753 shares of Common Stock outstanding and 12,408,048 shares of Common Stock reserved for issuance, out of the 120,000,000 authorized shares of Common Stock. Accordingly, the Company has essentially no additional shares of authorized Common Stock available for future issuance.

The Board of Directors believes the adoption of the foregoing amendment is both necessary and advisable. Without additional authorized shares of Common Stock, the Company will be unable, or severely limited in its ability, to do any of the following:



· raise additional capital through the sale of Common Stock;

· use Common Stock as consideration in making acquisitions of complementary products, companies or technologies;

· grant future equity awards to employees, officers and directors as needed to attract and retain their services; and

· conserve cash and use Common Stock as consideration for other purposes, such as to service indebtedness of the Company.

At the present time, the Company has no commitments to issue shares of Common Stock upon the approval of this proposal. However, the Board considers it necessary to have additional authorized shares to be able to take action with respect to these matters as may be deemed appropriate from time to time. Authorized but unissued shares of the Common Stock may be issued for such purposes and for such consideration as the Board of Directors may determine to be appropriate without further authority from the Stockholders, subject to other limits that may be imposed under applicable law, stock exchange (including NASDAQ) policies, and applicable limits under equity incentive plans. To the extent that the Company wishes to issue shares in an amount that is beyond the limits permitted by any of these laws, rules or regulations, the Company would first seek stockholder approval of any such issuance.

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