SeaStar Medical Holding Corp 8-K, filed Jun 7, 2024
SeaStar Medical Holding Corp (ICU)
About this 8-K
SeaStar Medical Holding Corp filed this 8-K on June 7, 2024.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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:
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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 3.03 - Material Modification to Rights of Security Holders
On June 5, 2024, the Board of Directors of SeaStar Medical Holding Corporation (“the Company”) approved a 1-for-25 reverse stock split of the Company's common stock (the "Reverse Split"). The Company's stockholders duly approved the Reverse Split at a Special Meeting of Stockholders on September 6, 2023. The Reverse Split is effective as of 5:00 p.m. Eastern Standard Time on June 7, 2024, and the Company's shares of common stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market on June 10, 2024 under the same symbol "ICU". .All stock options and warrants of the Company outstanding immediately prior to the Reverse Split will be proportionally adjusted.
As a result of the Reverse Split, every 25 shares of the Company's issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock, par value $0.0001 per share. The Company will not issue any fractional shares in connection with the Reverse Split. Instead, the number of shares will be rounded up to the next whole number. The Reverse Split will not modify the rights or preferences of the common stock. Immediately after the Reverse Split becomes effective, there will be approximately 3.1 million shares of common stock issued and outstanding.
The Company has appointed its transfer agent, Colonial Stock Transfer Company, Inc., to act as exchange agent for the reverse stock split. Stockholders owning shares via a bank, broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split and will not be required to take further action in connection with the reverse stock split, subject to brokers' particular processes.
Item 5.03 Amendments to Articles of Incorporation
In connection with the Reverse Split described in Item 3.03 of this Form 8-K, the Company filed the Second Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of the Company with the Delaware Department of State, Division of Corporations on June 7, 2024 (the “Amended Charter”) and the Amended Charter became effective on June 7, 2024. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This discussion is qualified in its entirety by reference to the full text of the Certificate of Amendment.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
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Description |
3.1 |
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Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation |
99.1 |
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104 |
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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.
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SeaStar Medical Holding Corporation |
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By: |
/s/ Eric Schlorff |
Date: |
June 7, 2024 |
Name: |
Eric Schlorff |
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Title: |
Chief Executive Officer |
Exhibit 3.1
Second Certificate of Amendment
of
Third Amended and Restated Certificate of Incorporation
of
SeaStar Medical Holding Corporation
SeaStar Medical Holding Corporation (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:
FIRST: At the Effective Time, as defined below, each twenty-five (25) shares of the Corporation’s common stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall automatically without further action on the part of the Corporation or any holder of Old Common Stock, be reclassified, combined, converted and changed into one (1) fully paid and nonassessable share of common stock, par value $0.0001 per share (the “New Common Stock”), subject to the treatment of fractional share interests as described below (the “reverse stock split”). The conversion of the Old Common Stock into New Common Stock will be deemed to occur at the Effective Time. From and after the Effective Time, certificates representing the Old Common Stock shall represent the number of shares of New Common Stock into which such Old Common Stock shall have been converted pursuant to this Certificate of Amendment. Holders who otherwise would be entitled to receive fractional share interests of New Common Stock upon the effectiveness of the reverse stock split shall be entitled to receive a whole share of New Common Stock in lieu of any fractional share created as a result of such reverse stock split.
SECOND: The foregoing amendment shall be effective at 5:00 P.M. EDT, on June 7, 2024 (the “Effective Time”).
THIRD: That the stockholders of the Corporation have duly approved the foregoing amendment in accordance with the provisions of Section 242 of the DGCL.
IN WITNESS WHEREOF, the Corporation has caused this Second Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation to be duly adopted and executed in its corporate name and on its behalf by its duly authorized officer as of the 6th day of June 2024.
SEASTAR MEDICAL HOLDING CORPORATION
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/s/ Eric Schlorff |
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Eric Schlorff |
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Chief Executive Officer |
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Exhibit 99.1 |
SeaStar Medical Announces 25-for-1 Reverse Stock Split
DENVER (June 6, 2024) – SeaStar Medical Holding Corporation(Nasdaq: ICU), a medical device company developing proprietary solutions to reduce the consequences of hyperinflammation on vital organs, announces the Company’s 25-for-1 reverse stock split, which will become effective at June 7, 2024 at 5:00 PM EDT. The Company’s common stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market (Nasdaq) effective with the open of the market on June 10, 2024. SeaStar Medical’s stock will continue to trade under the ticker symbol “ICU.”
Authorization for the reverse stock split was approved by the Company’s stockholders at SeaStar Medical’s 2023 Special Meeting of Stockholders held on September 6, 2023. The objective of the reverse stock split is to increase the market price for the Company’s common stock to, among things, enable the Company to regain compliance with the $1.00 minimum bid price requirement under applicable Nasdaq Listing Rules. The Company's common stock will trade under a new CUSIP number – 81256L203.
As a result of the reverse stock split, each 25 pre-split shares of common stock outstanding will automatically combine and convert to 1 issued and outstanding share of common stock. Stockholders of record who otherwise would be entitled to receive fractional shares will receive one whole share of common stock in lieu of such fractional share. The reverse stock split reduces the number of shares of common stock issuable upon the conversion of the Company’s outstanding shares of preferred stock and the exercise or vesting of its outstanding stock options and warrants in proportion to the ratio of the reverse stock split and causes a proportionate increase in the conversion and exercise prices of such preferred stock, stock options and warrants.
Stockholders of record will receive information regarding their share ownership following the reverse stock split from the Company’s transfer agent, Continental Stock Transfer and Trust Company. Continental Stock Transfer and Trust Company can be reached at 800-509-8856. Stockholders owning shares via a bank, broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split and will not be required to take further action in connection with the reverse stock split, subject to brokers’ particular processes.
For additional information regarding the reverse stock split, please refer to SeaStar Medical’s Current Report on Form 8-K to be filed with the Securities and Exchange Commission.
About SeaStar Medical
SeaStar Medical is a medical technology company that is redefining how extracorporeal therapies may reduce the consequences of excessive inflammation on vital organs. SeaStar Medical’s novel technologies rely on science and innovation to provide life-saving solutions to critically ill patients. The Company is developing and commercializing cell-directed extracorporeal therapies that target the effector cells that drive systemic inflammation, causing direct tissue damage and secreting a range of pro-inflammatory cytokines that initiate and propagate imbalanced immune responses. For more information visit www.seastarmedical.com or visit us on LinkedIn or X.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1955. These forward-looking statements
include, without limitation, the proposed reverse stock split and compliance with NASDAQ listing requirements. Words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside SeaStar Medical’s control and are difficult to predict. Factors that may cause actual future events to differ materially from the expected results include, but are not limited to: (i) the risk that SeaStar Medical may not be able to obtain regulatory approval of its SCD product candidates; (ii) the risk that SeaStar Medical may not be able to raise sufficient capital to fund its operations, including clinical trials; (iii) the risk that SeaStar Medical and its current and future collaborators are unable to successfully develop and commercialize its products or services, or experience significant delays in doing so, including failure to achieve approval of its products by applicable federal and state regulators, (iv) the risk that SeaStar Medical may never achieve or sustain profitability; (v) the risk that SeaStar Medical may not be able to access funding under existing agreements; (vi) the risk that third-parties suppliers and manufacturers are not able to fully and timely meet their obligations, (vii) the risk of product liability or regulatory lawsuits or proceedings relating to SeaStar Medical’s products and services, (viii) the risk that SeaStar Medical is unable to secure or protect its intellectual property, and (ix) other risks and uncertainties indicated from time to time in SeaStar Medical’s Annual Report on Form 10-K, including those under the “Risk Factors” section therein and in SeaStar Medical’s other filings with the SEC. The foregoing list of factors is not exhaustive. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and SeaStar Medical assumes no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Contact:
LHA Investor Relations
Jody Cain
(310) 691-7100
Jcain@lhai.com
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