Seelos Therapeutics (SEEL.Q) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for September 27, 2024, to be held virtually, with voting on six key proposals including director elections, auditor ratification, executive compensation, convertible note issuance, warrant inducement, and potential adjournment to solicit more proxies if needed.

• Only stockholders of record as of August 19, 2024, are eligible to vote; proxy materials are available online and voting can be done via internet, phone, or mail.

Voting matters and shareholder proposals

• Election of two Class II directors (Raj Mehra, Ph.D. and Brian Lian, Ph.D.) to serve until 2027.

• Ratification of KPMG LLP as independent auditor for fiscal year ending December 31, 2024.

• Advisory vote on executive compensation (say-on-pay).

• Approval for issuance of more than 20% of outstanding common stock upon repayment/conversion of a $1,492,844 principal increase to a convertible note held by Lind Global Asset Management V, LLC.

• Approval for issuance of more than 20% of outstanding common stock upon exercise of certain warrants and placement agent warrants.

• Approval to adjourn the meeting if more time is needed to solicit proxies for Proposals 4 and 5.

Board of directors and corporate governance

• Board consists of four directors divided into three classes with staggered terms; currently, no Class I director.

• All directors except the CEO are independent under Nasdaq rules.

• Three active committees: Audit, Compensation, and Corporate Governance/Nominating, all with independent members.

• Board diversity matrix and code of ethics disclosed; no family relationships among directors or executive officers.