0001831868false0001831868icu:WarrantsMember2024-06-042024-06-040001831868us-gaap:CommonStockMember2024-06-042024-06-0400018318682024-06-042024-06-04

 

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 04, 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)

 

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 5.07 Submission of Matters to a Vote of Security Holders.

The special meeting of stockholders (the “Special Meeting”) of SeaStar Medical Holding Corporation (the “Company”) was held virtually on June 4, 2024 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 three Class II Directors to serve until the 2027 annual meeting of stockholders, or until their successors shall have been duly elected and qualified:

 

Nominee

 

Votes For

 

 

Votes Against

 

 

Absentions

 

 

Broker Non-Votes

 

Allan Collins, MD

 

 

25,571,422

 

 

 

—

 

 

 

5,434,244

 

 

 

16,568,804

 

Jennifer A. Baird

 

 

29,954,851

 

 

 

—

 

 

 

1,050,815

 

 

 

16,568,804

 

Bernadette N. Vincent

 

 

29,950,656

 

 

 

—

 

 

 

1,055,010

 

 

 

16,568,804

 

Proposal 2. To approve an amendment and restatement of the Company’s 2022 Omnibus Equity Incentive Plan (the “Plan”) to increase the number of authorized shares of common stock ("Common Stock") from 3,278,457 to 9,778,457

 

Votes For

 

 

Votes Against

 

 

Absentions

 

 

Broker Non-Votes

 

 

19,575,471

 

 

 

11,202,158

 

 

 

228,037

 

 

 

16,568,804

 

Proposal 3. To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 20% or more of the Company's outstanding shares of Common Stock upon exercise of Series A Warrants to purchase 10,840,761 shares of Common Stock and Series B Warrants to purchase 5,420,381 shares of Common Stock pursuant to the terms of the Securities Purchase Agreement with a single institutional investor:

 

Votes For

 

 

Votes Against

 

 

Absentions

 

 

Broker Non-Votes

 

 

23,754,015

 

 

 

6,692,280

 

 

 

559,371

 

 

 

16,568,804

 

Proposal 4. To ratify the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2024:

 

Votes For

 

 

Votes Against

 

 

Absentions

 

 

Broker Non-Votes

 

 

44,584,985

 

 

 

1,831,139

 

 

 

1,158,346

 

 

 

—

 

 

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:

June 4, 2024

Name:

Eric Schlorff

 

 

Title:

Chief Executive Officer

 

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Document And Entity Information
Jun. 04, 2024
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 04, 2024
Entity Registrant Name SeaStar Medical Holding Corporation
Entity Central Index Key 0001831868
Entity Emerging Growth Company true
Entity 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
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Ex Transition Period false
Common 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
Warrants [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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