false 0001831868 0001831868 2024-10-20 2024-10-20 0001831868 ICU:CommonStockParValue0.0001PerShareMember 2024-10-20 2024-10-20 0001831868 ICU:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockFor11.50PerShareMember 2024-10-20 2024-10-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): October 20, 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 8.01 Other Events.

 

In December 2022, SeaStar Medical Holding Corporation (the “Company”) entered into a license and distribution agreement (the “Distribution Agreement”) with Nuwellis, Inc. (“Nuwellis”), pursuant to which the Company appointed Nuwellis as its exclusive distributor for the sale and distribution of its pediatric SCD product throughout the United States. In May 2024, the Company provided notice to Nuwellis that Nuwellis had breached the Distribution Agreement and that the Distribution Agreement would terminate effective August 18, 2024.

 

Nuwellis disputed the validity of the termination and on October 20, 2024, the Company entered into a confidential settlement agreement and release with Nuwellis, pursuant to which the Company agreed to pay Nuwellis an aggregate of $900,000 payable in three installments through December 31, 2024.

 

1

 

 

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: October 22, 2024 Name: Eric Schlorff
  Title: Chief Executive Officer

 

 

2

 

 

v3.24.3
Cover
Oct. 20, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Oct. 20, 2024
Entity File Number 001-39927
Entity Registrant Name SeaStar Medical Holding Corporation
Entity Central Index Key 0001831868
Entity Tax Identification Number 85-3681132
Entity Incorporation, State or Country Code DE
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 Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Common Stock par value $0.0001 per share  
Title of 12(b) Security Common Stock par value $0.0001 per share
Trading Symbol ICU
Security Exchange Name NASDAQ
Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share  
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
SeaStar Medical (NASDAQ:ICUCW)
Historical Stock Chart
From Dec 2024 to Jan 2025 Click Here for more SeaStar Medical Charts.
SeaStar Medical (NASDAQ:ICUCW)
Historical Stock Chart
From Jan 2024 to Jan 2025 Click Here for more SeaStar Medical Charts.