SeaStar Medical Sells Assets to Trive Capital Affiliate

TL;DR

SeaStar Medical selling its assets to Trive Capital, shifting focus to pediatric tech.

AI Summary

SeaStar Medical Holding Corp. announced on December 13, 2024, that it has entered into a definitive agreement to sell its assets to an affiliate of its largest shareholder, Trive Capital. The transaction is expected to close in the first quarter of 2025 and will result in SeaStar Medical's transition to a development-stage company focused on its pediatric medical device technology.

Why It Matters

This asset sale represents a significant strategic shift for SeaStar Medical, potentially impacting its future operations and the development of its medical technologies.

Risk Assessment

Risk Level: medium — The sale of assets and transition to a development-stage company introduces uncertainty regarding future operations and financial performance.

Key Players & Entities

• SeaStar Medical Holding Corp. (company) — Registrant
• Trive Capital (company) — Largest shareholder and buyer of assets
• December 13, 2024 (date) — Date of asset sale agreement
• First quarter of 2025 (date) — Expected closing date of 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

Filing Documents

• icu-20241213.htm (8-K) — 45KB
• 0000950170-24-138428.txt ( ) — 193KB
• icu-20241213.xsd (EX-101.SCH) — 47KB
• icu-20241213_htm.xml (XML) — 6KB

01 — Other Events

Item 8.01 — Other Events On December 13, 2024, Jose Lazo (the "Plaintiff"), a purported stockholder of SeaStar Medical Holding Corporation, a Delaware Corporation (the "Company'), filed a putative stockholder derivative action complaint captioned Lazo v. Schlorff et. al., C.A. No. 1:24-cv-3444 in the United States District Court for the District of Colorado (the "Derivative Action"). The factual allegations of the Derivative Action are substantially similar to a federal putative class action complaint that the Company previously disclosed in a Form 8-K on July 9, 2024. The Derivative Action alleges, among other things, that the Company's Chief Executive Officer, former Chief Financial Officer, and certain of the Company's current and former directors violated Section 14(a) of the Exchange Act , breached fiduciary duties and were unjustly enriched by making or allowing to be made purportedly false and misleading statements regarding the Company's prospects for success in obtaining FDA approval for its Selective Cytopheretic Device. The Derivative Action further alleges that there were purported deficiencies in the Company's internal financial controls and procedures and improper accounting for classification of certain financial instruments leading to the Company's restatement of previously issued financial statements. The Derivative Action also asserts claims under Section 10(b) and 21D of the Exchange Act against the Company's Chief Executive Officer and former Chief Financial Officer. Among other remedies, the Derivative Action seeks to recover damages and restitution on behalf of the Company and certain injunctive relief concerning the Company's corporate governance and internal controls. Additional stockholders may file substantially similar complaints in the future. The Company will not make separate disclosure of such complaints unless they are materially different than the Derivative Action.

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: December 19, 2024 Name: Eric Schlorff Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR