UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): June 6, 2024 |
SeaStar Medical Holding Corporation
(Exact name of Registrant as Specified in Its Charter)
| | | | |
Delaware | 001-39927 | 85-3681132 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| | | | |
3513 Brighton Blvd, Suite 410 | |
Denver, Colorado | | 80216 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 844 427-8100 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | |
☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Common Stock par value $0.0001 per share | | ICU | | The Nasdaq Stock Market LLC |
Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share | | ICUCW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 – Other Events
Note – all share amounts below are reported both using the pre-June 7, 2024, 25-for-1 reverse stock split (the "reverse split") quantities then in effect, and with the post-reverse split amounts in (parenthesis).
On June 6, 2024, SeaStar Medical Holding Corporation (the "Company") and an institutional investor ("Investor D") redeemed $0.7 million of the remaining outstanding Investor D convertible notes that originally issued on December 11, 2023 (the “Notes”), together with interest and certain make-whole amounts, in accordance to terms with a previously-granted right to redeem the then outstanding Conversion Amount (as defined in the Notes) at an amount equal to 200% of the Conversion Amount . In addition, Investor D converted approximately $0.6 million in unpaid principal and $0.7 million in unpaid interest and make-whole amounts at an amount equal to 200% of the Conversion Amount, issuing 2,321,429 (92,858) shares of common stock.
As of June 6, 2024, there are no additional Investor D Notes outstanding. Investor D continues to own warrants to purchase approximately 3,158,086 (126,323) shares of the Company's stock with a weighted-average exercise price of $0.55 ($13.75).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | SeaStar Medical Holding Corporation |
| | By: | /s/ Eric Schlorff |
Date: | June X, 2024 | Name: | Eric Schlorff |
| | Title: | Chief Executive Officer |
