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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): August 30, 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 1.01 Entry into a Material Definitive Agreement.

As previously reported on a Form 8-K filed on August 8, 2023, SeaStar Medical Holding Corporation (the “Company”) entered into the First Amendment to the Securities Purchase Agreement (as amended, the “SPA”), dated March 15, 2023, between the Company and an institutional investor (the “Purchaser”), pursuant to which the Purchaser may purchase additional convertible promissory notes of the Company (the “Notes”), convertible into shares of common stock of the Company (“Common Stock”), in an aggregate principal amount up to $2 million, provided that the Purchaser shall purchase additional Notes in an aggregate principal amount of $1 million in two tranches no later than September 5, 2023. On August 7, 2023, the Company closed the first tranche of this additional funding by issuing a Note with an initial conversion price of $0.20, in a principal amount of $543,478.26, and a Warrant to purchase up to 738,791 shares of Common Stock. On August 30, 2023, the Company closed the second tranche by issuing a Note with an initial conversion price equal to the lowest of (i) $0.20, (ii) the closing sale price of Common Stock on the trading day immediately preceding the date of conversion of the Note, and (iii) the average closing sale price of the Common Stock for the five (5) consecutive trading days immediately preceding the conversion date of the Note, in a principal amount of $543,478.26, and a Warrant to purchase up to 738,791 shares of Common Stock. In connection with the second closing, on August 30, 2023, the Company entered into a side letter with the Purchaser (the “Letter Agreement"), pursuant to which the Company agrees to adjust the conversion price of all Notes issued under the SPA, including all Notes issued in prior closings under the SPA, to the lowest of (i) $0.20, (ii) the closing sale price of Common Stock on the trading day immediately preceding the date of conversion of the Note, and (iii) the average closing sale price of the Common Stock for the five (5) consecutive trading days immediately preceding the conversion date of the Note.

For more information about the terms of the Securities Purchase Agreement and related transaction documents, including the terms of the Note and registration rights agreement, please see the Form 8-K filed by the Company on March 16, 2023.

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

 

 

Exhibit

No.

Description

10.1

Letter Agreement, dated August 30, 2023, by and between the Company and 3i, LP

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)


 

 


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:

August 30, 2023

Name:

Eric Schlorff

 

 

Title:

Chief Executive Officer

 


Execution Version

Exhibit 10.1

 

August 30, 2023

3i, LP

140 Broadway FL 38

New York, NY 10005

 

Re: Modification of the Senior Unsecured Convertible Notes under the Securities Purchase Agreement and certain other terms

 

Dear Sirs:

 

Reference is made to (i) that certain Securities Purchase Agreement, dated as of March 15, 2023 (as amended to date, the “Purchase Agreement”), between SeaStar Medical Holding Corporation (the “Company”) and the purchaser identified therein (the “Purchaser”), (ii) the Senior Unsecured Convertible Notes issued on March 15, 2023, May 12, 2023, and August 7, 2023 (collectively, the “Existing Notes”), (iii) that certain letter agreement between the Company and the Purchaser, dated August 7, 2023 (the “First Letter Agreement”), and (iv) the other transaction documents, as modified from time to time, referred to collectively, as the “Transaction Documents”. Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement, or if not defined therein, in the applicable Notes, or if not defined therein, in the applicable Transaction Document, in each case as of the date hereof.

This letter agreement (this “Letter Agreement”) confirms our recent discussions about, among other matters, certain modifications to the Senior Unsecured Convertible Notes and the Purchase Agreement.

 

(1)
This Letter Agreement shall be deemed to be a Transaction Document under the Purchase Agreement;
(2)
Pursuant to Section 2(c) of the Purchase Agreement, this Letter Agreement shall serve as a notice that an Additional Closing shall occur at 9:00 am ET on August 30, 2023 for an Additional Subscription Amount of $500,000;
(3)
In connection with such Additional Closing, the Company and the Purchaser hereby waive the condition in Section 2(c) of the Purchase Agreement that the VWAP of the Common Stock for each of the previous ten (10) consecutive Trading Days shall be above $0.20; and
(4)
Notwithstanding paragraph 2 of the First Letter Agreement, (A) Pursuant to and in accordance with Section 7(f) of each Existing Note, the Conversion Price of such Existing Note which remains outstanding as of even date hereof shall be equal to the lowest of (i) $0.20, (ii) the Closing Sale Price on the Trading Day immediately preceding the Conversion Date, and (iii) the average Closing Sale Price of the Common Stock for the five (5) consecutive Trading Days immediately preceding the Conversion Date, such Conversion Price to become effective as of the date of this Letter Agreement and apply through the applicable Maturity Date, and (B) the Conversion Price of any Notes issued on any Additional Closing Date, including the date hereof, under the Transaction Documents shall be equal to the lowest of (i) $0.20, (ii) the Closing Sale Price on the Trading Day immediately preceding the Conversion Date, and (iii) the

 

 


 

average Closing Sale Price of the Common Stock for the five (5) consecutive Trading Days immediately preceding the Conversion Date.

 

 

 

 

 

This Letter Agreement is a Transaction Document and is limited as written. As of the date first written above, each reference in the Purchase Agreement or any other applicable Transaction Document to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Transaction Documents to such Purchase Agreement or other Transaction Documents (including, without limitation, by means of words like “thereunder,” “thereof” and words of like import), shall refer to the Purchase Agreement as modified thereby, and this Letter Agreement and the Purchase Agreement shall be read together and construed as a single agreement. The execution, delivery and effectiveness of this Letter Agreement shall not, except as expressly provided herein, (A) waive or modify any right, power or remedy under, or any other provision of, any Transaction Document or (B) commit or otherwise obligate any Purchaser to enter into or consider entering into any other amendment, waiver or modification of any Transaction Document.

All communications and notices hereunder shall be given as provided in the Transaction Documents. This Letter Agreement (a) shall be governed by and construed in accordance with the law of the State of New York, (b) is for the exclusive benefit of the parties hereto and the other Purchasers and beneficiaries of the Purchaser Agreement and, together with the other Transaction Documents, constitutes the entire agreement of such parties, superseding all prior agreements among them, with respect to the subject matter hereof, (c) may be modified, waived or assigned only in writing and only to the extent such modification, waiver or assignment would be permitted under the Transaction Documents (and any attempt to assign this Letter Agreement without such writing shall be null and void), (d) is a negotiated document, entered into freely among the parties upon advice of their own counsel, and it should not be construed against any of its drafters and (e) shall survive the satisfaction or discharge of the amounts owing under the Transaction Documents. The fact that any term or provision of this Letter Agreement is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction or as applied to any person.

This Letter Agreement is expressly conditioned on the Company’s Board of Directors approving this Letter Agreement and all undertakings thereto in all respects and providing written evidence of the same to the Purchaser by August 30, 2023.

 

 

 


 

Kindly confirm your agreement with the above by signing in the space indicated below and by PDFing a partially executed copy of this letter to the undersigned, and which may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement.

 

 

Very truly yours,

 

SEASTAR MEDICAL HOLDING CORPORATION

 

 

By: /s/ Eric Schlorff

Name: Eric Schlorff

Title: Chief Executive Officer

 

 

AGREED AND ACCEPTED:

 

 

3i, LP

 

 

By: /s/ Maier J. Tarlow

Name: Maier J. Tarlow

Title: Manager on Behalf of the GP

 

 

 


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Aug. 30, 2023
Document Information [Line Items]  
Document Type 8-K
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Document Period End Date Aug. 30, 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
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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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