SeaStar Medical Files 8-K on Security Holder Rights
Ticker: ICUCW · Form: 8-K · Filed: Jun 7, 2024 · CIK: 1831868
| Field | Detail |
|---|---|
| Company | Seastar Medical Holding CORP (ICUCW) |
| Form Type | 8-K |
| Filed Date | Jun 7, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.0001, $11.50 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-action, amendment, securities
TL;DR
SeaStar Medical filed an 8-K on June 7, 2024, regarding changes to security holder rights and corporate charter amendments.
AI Summary
On June 7, 2024, SeaStar Medical Holding Corp. filed an 8-K to report material modifications to the rights of security holders and amendments to its articles of incorporation. This filing relates to changes impacting its common stock and warrants, effective on the same date.
Why It Matters
This filing indicates potential changes in the rights associated with SeaStar Medical's common stock and warrants, which could affect investor holdings and the company's capital structure.
Risk Assessment
Risk Level: medium — Filings related to modifications of security holder rights and charter amendments can introduce uncertainty and impact the value of existing securities.
Key Numbers
- 1231 — Fiscal Year End (Indicates the company's financial reporting cycle.)
Key Players & Entities
- SeaStar Medical Holding Corp. (company) — Registrant
- June 7, 2024 (date) — Filing Date
- Delaware (jurisdiction) — State of Incorporation
- 001-39927 (company_id) — SEC File Number
- 85-3681132 (company_id) — IRS Employer Identification No.
FAQ
What specific modifications were made to the rights of security holders?
The filing indicates material modifications to the rights of security holders, but the specific details of these modifications are not elaborated upon in the provided text.
What amendments were made to the Articles of Incorporation or Bylaws?
The filing states there were amendments to the Articles of Incorporation or Bylaws, but the exact nature of these amendments is not detailed in the provided excerpt.
What is the significance of the 'us-gaap:WarrantMember' and 'us-gaap:CommonStockMember' entries?
These entries, dated June 7, 2024, likely signify events or disclosures related to the company's warrants and common stock, potentially tied to the modifications mentioned.
What was SeaStar Medical Holding Corp.'s former name?
SeaStar Medical Holding Corp. was formerly known as LMF Acquisition Opportunities Inc., with a name change date of November 9, 2020.
Where is SeaStar Medical Holding Corp. located?
SeaStar Medical Holding Corp. is located at 3513 Brighton Blvd, Suite 410, Denver, CO 80216.
Filing Stats: 803 words · 3 min read · ~3 pages · Grade level 11.9 · Accepted 2024-06-07 17:25:20
Key Financial Figures
- $0.0001 — ich registered Common Stock par value $0.0001 per share ICU The Nasdaq Stock Mark
- $11.50 — sable for one share of Common Stock for $11.50 per share ICUCW The Nasdaq Stock Ma
Filing Documents
- icu-20240607.htm (8-K) — 50KB
- icu-ex3_1.htm (EX-3.1) — 11KB
- icu-ex99_1.htm (EX-99.1) — 18KB
- img257978346_0.jpg (GRAPHIC) — 5KB
- 0000950170-24-070915.txt ( ) — 246KB
- icu-20240607.xsd (EX-101.SCH) — 49KB
- icu-20240607_htm.xml (XML) — 7KB
03 - Material Modification to Rights of Security Holders
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.
03 Amendments to Articles of Incorporation
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.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation 99.1 Press Release dated June 6, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
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: June 7, 2024 Name: Eric Schlorff Title: Chief Executive Officer