SeaStar Medical Holding Corp 8-K, filed Sep 8, 2023
SeaStar Medical Holding Corp (ICU)
About this 8-K
SeaStar Medical Holding Corp filed this 8-K on September 8, 2023, reporting on events of September 6, 2023.
Items reported
- Item 5.07: Shareholder vote results
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:
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 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 September 6, 2023 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 approve an amendment to the Third Amended and Restated Certificate of Incorporation of the Company (the “Charter”) to effect a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a ratio to be determined by the Board of Directors within a range of 1-for-10 to 1-for-100, without reducing the authorized number of shares of the Common Stock, to be effected in the sole discretion of the Board of Directors at any time within one year of the date of the Special Meeting without further approval or authorization of stockholders.
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
11,039,200 |
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583,111 |
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5,814 |
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0 |
Proposal 2. To approve an amendment to the Charter to increase the authorized number of shares of Common Stock from 100,000,000 shares to 500,000,000 shares.
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
11,005,353 |
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622,458 |
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314 |
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0 |
Proposal 3. To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of shares of Common Stock issuable by the Company pursuant to the conversion or exchange of the Notes (as defined in the proxy statement).
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
11,090,484 |
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536,455 |
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1,186 |
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0 |
Proposal 4. To approve an amendment to the Company’s 2022 Omnibus Equity Incentive Plan to increase the number of authorized shares under the Plan to 1,850,000 shares.
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
11,027,234 |
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600,312 |
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579 |
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0
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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: |
September 8, 2023 |
Name: |
Eric Schlorff |
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Title: |
Chief Executive Officer |