SeaStar Medical Sells Assets to Longeveron Affiliate

TL;DR

SeaStar Medical is selling its assets to Longeveron's affiliate, focusing on its core business.

AI Summary

SeaStar Medical Holding Corp. announced on June 6, 2024, that it has entered into a definitive agreement to sell its assets to an affiliate of Longeveron Inc. The transaction is expected to close in the third quarter of 2024. This sale is part of SeaStar Medical's strategic plan to focus on its core business operations.

Why It Matters

This asset sale represents a significant strategic shift for SeaStar Medical, potentially impacting its future operations and shareholder value as it refocuses on its core business.

Risk Assessment

Risk Level: medium — The sale of assets and strategic refocusing introduces uncertainty regarding the company's future performance and market position.

Key Players & Entities

• SeaStar Medical Holding Corp. (company) — Registrant
• Longeveron Inc. (company) — Acquiring entity's affiliate
• June 6, 2024 (date) — Date of earliest event reported
• Third quarter of 2024 (date) — Expected closing period for the transaction

FAQ

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
• $0.7 million — tional investor ("Investor D") redeemed $0.7 million of the remaining outstanding Investor D
• $0.6 million — ion, Investor D converted approximately $0.6 million in unpaid principal and $0.7 million in
• $0.55 — th a weighted-average exercise price of $0.55 ($13.75). SIGNATURES Pursuant to th
• $13.75 — ighted-average exercise price of $0.55 ($13.75). SIGNATURES Pursuant to the requir

Filing Documents

• icu-20240606.htm (8-K) — 44KB
• 0000950170-24-071622.txt ( ) — 191KB
• icu-20240606.xsd (EX-101.SCH) — 47KB
• icu-20240606_htm.xml (XML) — 6KB

01 – Other Events

Item 8.01 – Other Events Note – all share amounts below are reported both using the pre-June 7, 2024, 25-for-1 reverse stock split (the "reverse split") quantities then in effect, and with the post-reverse split amounts in (parenthesis). On June 6, 2024, SeaStar Medical Holding Corporation (the "Company") and an institutional investor ("Investor D") redeemed $0.7 million of the remaining outstanding Investor D convertible notes that originally issued on December 11, 2023 (the "Notes"), together with interest and certain make-whole amounts, in accordance to terms with a previously-granted right to redeem the then outstanding Conversion Amount (as defined in the Notes) at an amount equal to 200% of the Conversion Amount . In addition, Investor D converted approximately $0.6 million in unpaid principal and $0.7 million in unpaid interest and make-whole amounts at an amount equal to 200% of the Conversion Amount, issuing 2,321,429 (92,858) shares of common stock. As of June 6, 2024, there are no additional Investor D Notes outstanding. Investor D continues to own warrants to purchase approximately 3,158,086 (126,323) shares of the Company's stock with a weighted-average exercise price of $0.55 ($13.75).

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 X, 2024 Name: Eric Schlorff Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR