SeaStar Medical Holding Corp 8-K, filed Jun 9, 2023
SeaStar Medical Holding Corp (ICU)
8-K
2023-06-09
For: 2023-06-06
View Original
Added on
April 09, 2026
About this 8-K
SeaStar Medical Holding Corp filed this 8-K on June 9, 2023, reporting on events of June 6, 2023.
Items reported
- Item 1.01: Entered into a material agreement
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 6, 2023
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(Exact name of registrant as specified in its charter)
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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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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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
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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.
On June 6, 2023, SeaStar Medical Holding Corporation (the “Company”) and Vellar Opportunity Fund SPV LLC – Series 4 (“Vellar”) entered into the Share
Issuance and Settlement Agreement (the “Agreement”), pursuant to which the Company agreed to issue and deliver to Vellar 1,000,000 shares of common stock, par value $0.0001 per share, of the Company (the “Settlement Shares”) in lieu of the obligation
of the Company to pay certain maturity consideration to Vellar under the Prepaid Forward Purchase Agreement, dated as of October 17, 2022, between the Company and Vellar (the “FPA”), as a result of the occurrence of a VWAP Trigger Event (as defined
under the FPA). The Agreement also requires the Company to register the Settlement Shares on a registration statement filed pursuant to the Securities Act of 1933, as amended. As a result of the Agreement, both parties agreed that each party’s
obligations under the FPA are terminated.
The above disclosure is a summary and qualified in its entirety by the Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly
Report for the period ending June 30, 2023.
SIGNATURE
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.
Date: June 9, 2023
SeaStar Medical Holding Corporation
By: /s/ Eric Schlorff
Name: Eric Schlorff
Title: Chief Executive Officer