SeaStar Medical Issues Series A & B Preferred Stock

TL;DR

**SeaStar Medical just issued preferred stock, watch for dilution and new investor rights.**

AI Summary

SeaStar Medical Holding Corp. filed an 8-K on January 12, 2024, to report the issuance of Series A and Series B Preferred Stock. This filing indicates potential capital raising or restructuring, which could dilute existing common shareholders or signal new strategic investments. Investors should monitor the terms of these preferred shares, as they often carry preferential rights over common stock, impacting future earnings and control.

Why It Matters

The issuance of preferred stock can dilute the value of common shares and introduce new stakeholders with potentially superior rights, impacting a common shareholder's claim on company assets and earnings.

Risk Assessment

Risk Level: medium — Issuing preferred stock can dilute common shareholders and introduce new claims on company assets and earnings, creating uncertainty for existing investors.

Analyst Insight

A smart investor would investigate the specific terms, rights, and conversion features of the newly issued Series A and Series B Preferred Stock to understand their potential impact on common stock valuation and future corporate control.

Key Players & Entities

• SeaStar Medical Holding Corp. (company) — the registrant filing the 8-K
• Series A Preferred Stock (other) — a class of stock issued by SeaStar Medical
• Series B Preferred Stock (other) — a class of stock issued by SeaStar Medical
• January 12, 2024 (date) — date of the earliest event reported and filing date

FAQ

Key Financial Figures

• $0.56 — ote with an initial conversion price of $0.56 per share in a principal amount of $271
• $271,739 — 0.56 per share in a principal amount of $271,739.13, which is convertible into shares of

Filing Documents

• a8k.htm (8-K) — 26KB
• 0000929638-24-000095.txt ( ) — 203KB
• icu-20240112.xsd (EX-101.SCH) — 4KB
• icu-20240112_def.xml (EX-101.DEF) — 18KB
• icu-20240112_lab.xml (EX-101.LAB) — 27KB
• icu-20240112_pre.xml (EX-101.PRE) — 20KB
• a8k_htm.xml (XML) — 6KB

From the Filing

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): January 12, 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 ( 813 ) 222-8996 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): ☐ 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 Securities Exchange Act of 1934: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, 0.0001 Par Value Member ICU NASDAQ Warrants Each Whole Warrant Exercisable For One Share Of Common Stock For 11.50 Per Share Member ICUCW NASDAQ 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. ☐ Item8.01. Other Events As previously reported on a Current Report on Form 8-K filed on December 11, 2023, SeaStar Medical Holding Corporation (the " Company ") entered into the Second Amendment to the Securities Purchase Agreement (as amended from time to time, the " SPA "), originally dated March 15, 2023, between the Company and an institutional investor (the " Purchaser "), pursuant to which the Purchaser may purchase additional convertible promissory notes of the Company (the " Notes "), convertible into shares of common stock of the Company (the " Common Stock "). On January 12, 2024, the Company and the Purchaser completed an Additional Closing (as defined in the SPA) by issuing a (i) Note with an initial conversion price of $0.56 per share in a principal amount of $271,739.13, which is convertible into shares of Common Stock beginning on the earlier of (i) June 11, 2024 (or earlier upon mutual written agreement of the Company and the Purchaser), or (ii) the date of an Event of Default, as defined in the Note, (ii) a warrant to purchase up to 131,927 shares of Common Stock with an exercise price of $0.56 per share and (ii) an additional warrant to purchase up to 131,927 shares of Common Stock with an exercise price of $0.56 per share. For more information about the terms of the SPA and related transaction documents, and prior closing pursuant to the SPA, including the terms of the Note and the Warrant, please see the Form 8-K filed by the Company on March 16, 2023, August 7, 2023, August 30, 2023, September 26, 2023, November 27, 2023, and December 11, 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. SEASTAR MEDICAL HOLDING CORPORATION Date: January 12, 2024 By: /s/ Eric Schlorff Name: Eric Schlorff Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR