Item 1.01
|
Entry into a Material Definitive Agreement
|
Merger Agreement Amendment
On December 14, 2018, Apricus Biosciences, Inc. (the Company), Arch Merger Sub, Inc. (Merger Sub)
and Seelos Therapeutics, Inc. (Seelos) entered into Amendment No. 2 to that certain Agreement and Plan of Merger and Reorganization (as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger and
Reorganization on October 16, 2018, the Merger Agreement), made and entered as of July 30, 2018, by and among the Company, Merger Sub and Seelos (the Amendment), whereby the following amendment was agreed upon by
the parties: the reference to December 31, 2018 in Section 9.1(b) of the Merger Agreement, pertaining to the End Date by which the transactions contemplated by the Merger Agreement shall have been consummated was amended
and restated to read January 18, 2019.
The Amendment is filed as Exhibit 2.1 to this Current Report on
Form 8-K.
The foregoing summary of the terms of the Amendment is subject to, and qualified in its entirety by, the copy of the Amendment filed as Exhibit 2.1 to this Current Report on Form
8-K,
which is incorporated herein by reference.
Item 5.07
|
Submission of Matters to a Vote of Security Holders.
|
On December 14, 2018, the Company convened and adjourned a special meeting of stockholders. Of the 28,167,329 shares
outstanding and entitled to vote, 21,216,620 shares were represented at the meeting, or 75.3% of the total shares outstanding, which was sufficient to constitute a quorum. The final results of voting for the only matter submitted to a vote of
stockholders at the meeting are as follows:
Proposal No. 8 Approval of Adjournment of Special Meeting
The Companys stockholders approved a proposal to adjourn the special meeting to another date and place to give the
Company additional time to solicit votes on the proposals relating to the transactions contemplated by the Merger Agreement, as amended by the Amendment, including the reverse stock split (such Proposal No. 8, the Adjournment
Proposal).
There were 5,024,494 votes FOR the Adjournment Proposal, 1,994,781 votes AGAINST the Adjournment
Proposal, 184,519 abstentions, and 8,933,973 broker
non-votes.
Adjournment of Special Meeting
In connection with stockholder approval of the Adjournment Proposal described above, the Company adjourned the special meeting
of the Companys stockholders previously scheduled for December 14, 2018. The special meeting will be adjourned to January 4, 2019 at 8:00 a.m., Pacific Time, at Latham & Watkins LLP, located at 12670 High Bluff Drive, San
Diego, California 92130, its original location. The record date for the special meeting remains October 22, 2018.
2