false00018318680001831868us-gaap:SeriesAPreferredStockMember2023-06-262023-06-2600018318682023-06-262023-06-260001831868us-gaap:SeriesBPreferredStockMember2023-06-262023-06-26

 

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

Date of Report (Date of earliest event reported): June 26, 2023

 

 

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)

 

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:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 26, 2023, SeaStar Medical Holding Corporation (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for the preceding 30 consecutive business days, the closing bid price for the Company’s common stock, par value $0.0001 per share (the “Common Stock”) was below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”).

The notification received has no immediate effect on the Company’s Nasdaq listing. In accordance with Nasdaq rules, the Company has been provided an initial period of 180 calendar days, or until December 26, 2023 (the “Compliance Date”), to regain compliance with the Bid Price Requirement. If, at any time before the Compliance Date, the closing bid price for the Common Stock is at least $1.00 for a minimum of 10 consecutive business days, the Staff will provide the Company written confirmation of compliance with the Bid Price Requirement.

The Company intends to monitor the closing bid price of the Common Stock and may, if appropriate, consider available options to regain compliance with the Bid Price Requirement.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of stockholders of the Company was held virtually on June 28, 2023 at 10:00 a.m., Mountain Time. The following proposals were approved by the stockholders, each by the votes set forth below:

Proposal 1. To elect two Class I Directors to serve until the 2026 annual meeting of stockholders, or until their successors shall have been duly elected and qualified.

 

Nominee

Votes For

Votes Against

Abstentions

Broker Non-Votes

Andres Lobo

9,629,367

289,327

877,015

Rick Barnett

9,626,990

291,704

877,015

Proposal 2. To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of Common Stock issuable by the Company pursuant to the Convertible Notes (as defined in the proxy statement) and the Warrants (as defined in the proxy statement).

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

9,883,905

27,629

7,160

877,015

Proposal 3. To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of Common Stock issuable by the Company pursuant to the Company’s Equity Line of Credit (as defined in the proxy statement).

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

9,883,905

27,629

7,160

877,015

Proposal 4. To ratify the appointment of Armanino LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

10,771,442

16,575

7,692

 

 


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.

 

 

 

SeaStar Medical Holding Corporation

 

 

By:

/s/ Eric Schlorff

Date:

06/30/2023

Name:

Eric Schlorff

 

 

Title:

Chief Executive Officer

 


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Document And Entity Information
Jun. 26, 2023
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 26, 2023
Entity Registrant Name SeaStar Medical Holding Corporation
Entity Central Index Key 0001831868
Entity Emerging Growth Company true
Securities Act File Number 001-39927
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 85-3681132
Entity Address, Address Line One 3513 Brighton Blvd,
Entity Address, Address Line Two Suite 410
Entity Address, City or Town Denver
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80216
City Area Code 844
Local Phone Number 427-8100
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Ex Transition Period false
Series A Preferred Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Stock par value $0.0001 per share
Trading Symbol ICU
Security Exchange Name NASDAQ
Series B Preferred Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share
Trading Symbol ICUCW
Security Exchange Name NASDAQ

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