Material Agreement - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

Effective March 27, 2024, Seelos Therapeutics, Inc. (the "Company") and Lind Global Asset Management V, LLC (together with its successors and representatives, the "Holder") entered into an Amendment No. 5 to Convertible Promissory Note (the "Amendment"), which amended that certain Convertible Promissory Note No. 1 in the initial principal amount of $22,000,000, issued by the Company to the Holder on November 23, 2021, as amended on December 10, 2021, February 8, 2023, May 19, 2023 and September 30, 2023 (as so amended, the "Note").

Pursuant to the Amendment, the Company and the Holder agreed, among other things, that: (A) effective as of March 27, 2024, the outstanding principal amount of the Note was increased by $1,492,844 (the "March 2024 Principal Increase Amount") to $13,435,599; (B) the Company shall not be required to maintain any minimum balance of cash or cash equivalents with one or more financial institutions prior to April 29, 2024, and that it shall thereafter be required to maintain an aggregate minimum balance equal to 50% of the then outstanding principal amount under the Note or more in cash or cash equivalents with one or more financial institutions; (C)the Company will not issue any shares in connection with the repayment or conversion of any portion of the March 2024 Principal Increase Amount unless the Company obtains stockholder approval as contemplated by Nasdaq Listing Rule 5635(d) (the "New Requisite Stockholder Approval") and if the Company is not able to issue shares upon repayment or conversion of any portion of the March 2024 Principal Increase Amount, then any portion of the March 2024 Principal Increase Amount that cannot be converted shall remain outstanding until repaid in cash; (D) the Holder will, through April 29, 2024, forebear from exercising any right to assert or claim that a Material Adverse Effect (as defined in the Note) has occurred as a result of any event, occurrence, fact, condition or change that occurred on or prior to September 30, 2023; and (E) the Company shall use its reasonable best efforts to seek, at a special or annual meeting of the stockholders of the Company to be scheduled to be held no later than July 31, 2024, the New Requisite Stockholder Approval.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the copy of the Amendment filed herewith as Exhibit 4.1.