SeaStar Medical to be Delisted from Nasdaq

TL;DR

Nasdaq is kicking SeaStar Medical off the exchange, trading stops July 5th.

AI Summary

SeaStar Medical Holding Corp. announced on July 3, 2024, that it received a notice from the Nasdaq Stock Market indicating a failure to meet continued listing requirements. The company has been notified that its common stock will be delisted from the Nasdaq Capital Market, with trading expected to cease on July 5, 2024.

Why It Matters

This delisting signifies a significant setback for SeaStar Medical, potentially impacting its ability to raise capital and its stock's liquidity.

Risk Assessment

Risk Level: high — Delisting from a major exchange like Nasdaq poses a severe risk to the company's financial stability and investor confidence.

Key Numbers

• 001-39927 — SEC File Number (Identifies SeaStar Medical's filings with the SEC.)

Key Players & Entities

• SeaStar Medical Holding Corp (company) — The company filing the report and facing delisting.
• Nasdaq Stock Market (company) — The exchange that issued the delisting notice.
• July 3, 2024 (date) — The date SeaStar Medical received the delisting notice.
• July 5, 2024 (date) — The expected last day of trading for SeaStar Medical's common stock on Nasdaq.

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
• $9.8 million — onvertible notes in aggregate amount of $9.8 million in four tranches and the warrants equal
• $5.4 million — completing the initial two tranches for $5.4 million in convertible notes, the Company and t
• $2.2 million — stor agreed to purchase an aggregate of $2.2 million of additional convertible notes in four
• $0.20 — four closings at a conversion price of $0.20. In addition, on August 7, 2023, the Co
• $5.00 — warrants at an exercise price of $0.20 ($5.00 post reverse stock split) (the "Additio
• $0 — of certain of the convertible notes to $0.20, which was less than the floor price

Filing Documents

• icu-20240703.htm (8-K) — 47KB
• 0000950170-24-081874.txt ( ) — 195KB
• icu-20240703.xsd (EX-101.SCH) — 47KB
• icu-20240703_htm.xml (XML) — 6KB

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On July 3, 2024, SeaStar Medical Holding Corporation (the "Company") provided notice to the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") regarding the Company's possible violation of Nasdaq Listing Rule 5635(d)(2). The notification to Nasdaq related to the issuance of shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") upon conversion of convertible notes and upon exercise of warrants issued to an institutional investor (the "Investor") that may have required additional shareholder approval prior to the issuance of such securities. The issuance of the convertible notes in aggregate amount of $9.8 million in four tranches and the warrants equal to 25% of the conversion amount of the notes pursuant to a Securities Purchase Agreement entered into on March 15, 2023, with the Investor (the "Securities Purchase Agreement") was approved at the Company's 2023 Annual Meeting of Stockholders held on June 28, 2023. On August 7, 2023, after completing the initial two tranches for $5.4 million in convertible notes, the Company and the Investor entered into a First Amendment to the Securities Purchase Agreement, pursuant to which the Investor agreed to purchase an aggregate of $2.2 million of additional convertible notes in four closings at a conversion price of $0.20. In addition, on August 7, 2023, the Company and the Investor also agreed to issue 4,765,620 (190,624 post reverse stock split) additional warrants at an exercise price of $0.20 ($5.00 post reverse stock split) (the "Additional Warrants") and provided that the conversion price of the remaining convertible notes outstanding from the first two tranches be reset to $0.20 ($5.00 post reverse stock split). On December 11, 2023, the Company and the Investor entered into a Second Amendment to the Securities Purchase Agreement pursuant to which t

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: July 5, 2024 Name: Eric Schlorff Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR