Material Event Form 8 K

Item 8.01 Other Events.

On April 30, 2024, Seelos Therapeutics, Inc. (the "Company") received written notice (the "Bid Notice") from The Nasdaq Stock Market LLC ("Nasdaq") indicating that, for the last thirty consecutive business days, the bid price for the Company's common stock had closed below the minimum $1.00 per share requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) ("Rule 5550(a)(2)"). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until October 28, 2024, to regain compliance. The Bid Notice states that the Nasdaq staff will provide written confirmation that the Company has achieved compliance with Rule 5550(a)(2) if at any time before October 28, 2024, the bid price of the Company's common stock closes at $1.00 per share or more for a minimum of ten consecutive business days.

As previously reported, on November 2, 2023, the Company received written notice (the "Initial Notice") from Nasdaq indicating that, for the last thirty-two consecutive business days, the market value of the Company's listed securities has been below the minimum requirement of $35 million for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) ("Rule 5550(b)(2)"). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company was provided a period of 180 calendar days, or until April 30, 2024, to regain compliance. The Initial Notice stated that the Nasdaq staff will provide written notification that the Company has achieved compliance with Rule 5550(b)(2) if at any time before April 30, 2024, the market value of the Company's common stock closes at $35 million or more for a minimum of ten consecutive business days.

Additionally, on May 1, 2024, the Company received written notice from Nasdaq indicating that, based upon the Company's continued non-compliance with Rule 5550(b)(2), the Nasdaq staff determined to delist the Company's common stock from the Nasdaq Capital Market effective May 10, 2024, unless the Company timely requests an appeal of this determination before the Nasdaq Hearings Panel (the "Panel") by May 8, 2024. The Company timely requested a hearing before the Panel, which stayed the suspension of the Company's common stock pending the Panel's decision.

The Company appeared for a hearing before the Panel on June 20, 2024, and subsequent to that hearing, the Panel granted the Company an additional period until August 30, 2024, to regain compliance with Rule 5550(b)(2) and until September 30, 2024 to regain compliance with Rule 5550(a)(2). The extension was subject to certain conditions specified by the Panel in the Notice. On August 29, 2024, the Company requested a further extension until September 30, 2024 to regain compliance with Nasdaq Rule 5550(a)(2) and 5550(b)(2).

On September 30, 2024, the Company requested, and on October 1, 2024 the Panel provided the Company with, a further extension until October 10, 2024, to regain compliance with Rule 5550(a)(2) and until October 11, 2024, to regain compliance with Rule 5550(b)(1).

While the Company intends to comply with such conditions, there can be no assurance that the Company will be able to regain or remain in compliance with the applicable Nasdaq listing requirements on an ongoing basis. In addition, the Panel informed the Company that it will not grant additional extensions to the Company and that failing to meet the terms of these exceptions will result in the Company's immediate delisting from Nasdaq.

Forward-Looking Statements

Except for the factual statements made herein, information contained in this Current Report on Form 8-K consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words and expressions reflecting optimism, satisfaction or disappointment with current prospects or future events, as well as words such as "believes," "intends," "expects," "plans" and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company will meet the bid price requirement or the minimum market value of listed securities requirement during any compliance period or otherwise in the future, that the Company will otherwise meet Nasdaq compliance standards, or that the Company will be able to cure the deficiencies within the time period provide by the Panel or whether the Company can agree to or ultimately meet applicable Nasdaq requirements for any such relief. Reference is also made to other factors detailed from time to time in the Company's periodic reports filed with the Securities and Exchange Commission, including the Company's most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. The forward-looking statements contained in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K and the Company assumes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this Current Report on Form 8-K, unless required by law.