false000183186800018318682024-11-262024-11-260001831868icu:WarrantsMember2024-11-262024-11-260001831868us-gaap:CommonStockMember2024-11-262024-11-26

 

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): November 26, 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 November 26, 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 ratify, for purposes of maintaining the Company’s listing of its common stock on the Nasdaq Stock Market, the issuance of shares of the Company’s common stock upon conversion of certain convertible notes and exercise of certain warrants (the “Nasdaq Proposal”).

 

Votes For

 

 

 

Votes Against

 

 

 

Abstentions

 

 

 

Broker Non-Votes

 

 

1,404,488

 

 

 

 

48,859

 

 

 

 

1,783

 

 

 

 

1,112,485

 

Proposal 2. To approve an amendment to our Certificate of Incorporation to reduce the number of authorized shares of common stock by 50,000,000 to 450,000,000 shares (the “Authorized Share Proposal”).

 

Votes For

 

 

 

Votes Against

 

 

 

Abstentions

 

 

 

Broker Non-Votes

 

 

2,485,697

 

 

 

 

80,561

 

 

 

 

1,357

 

 

 

 

—

 

 

Proposal 3. To approve a proposal to adjourn or postpone the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Nasdaq Proposal or the Authorized Share Proposal.

 

Votes For

 

 

 

Votes Against

 

 

 

Abstentions

 

 

 

Broker Non-Votes

 

 

2,420,064

 

 

 

 

117,955

 

 

 

 

29,596

 

 

 

 

—

 

 

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:

November 26, 2024

Name:

Eric Schlorff

 

 

Title:

Chief Executive Officer

 

v3.24.3
Document And Entity Information
Nov. 26, 2024
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 26, 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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