Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On August 30, 2024, Seelos Therapeutics, Inc. (the "Company") entered into an agreement (the "Agreement") with Lind Global Asset Management V, LLC (the "Investor"). The Agreement relates to that certain Securities Purchase Agreement dated November 23, 2021, as amended, between the Company and the Investor (the "Purchase Agreement"), pursuant which the Company had issued a convertible promissory note, as amended to date (the "Note"), to the Investor with an initial aggregate principal amount of $22 million.

The Agreement provides that, upon the consummation of a Fundamental Transaction (as defined in the Agreement), the Investor shall convert the outstanding balance of the Note into shares of the Company's common stock, par value $0.001 (the "Common Stock"), at a conversion price per share of Common Stock to be agreed upon by the parties at the time of conversion. The conversion is intended to enable the Company to comply with the continued listing standard set forth in Rule 5550(a) of the Nasdaq Capital Market listing requirements relating to the Company's stockholders' equity.

The conversion of the Note as set forth in the Agreement is subject to the Company's continued listing on The Nasdaq Stock Market LLC and compliance with all applicable laws and regulations, including any shareholder voting requirements under Nasdaq Stock Market rules. The Agreement further ensures that no conversion shall result in the Investor exceeding the ownership cap set forth in the original Note.

The Agreement also includes customary representations and warranties by both the Company and the Investor. These representations and warranties pertain to the authority to enter into the Agreement, the validity and enforceability of the Agreement, and the absence of conflicts with other agreements or applicable laws.

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Agreement filed herewith as Exhibit 10.1.