SeaStar Medical Faces Nasdaq Delisting Notice

TL;DR

Nasdaq says SeaStar Medical might get kicked off the exchange, company's looking into it.

AI Summary

SeaStar Medical Holding Corp. announced on January 28, 2025, that it received a notice from the Nasdaq Stock Market indicating a failure to meet continued listing requirements. The company is currently evaluating the notice and plans to respond to Nasdaq within the required timeframe.

Why It Matters

This notice suggests SeaStar Medical may be at risk of being delisted from Nasdaq, which could significantly impact its stock liquidity and investor confidence.

Risk Assessment

Risk Level: high — Receiving a delisting notice from a major stock exchange like Nasdaq indicates a serious risk to the company's continued public trading status.

Key Players & Entities

• SeaStar Medical Holding Corp. (company) — The company filing the report and receiving the notice.
• Nasdaq Stock Market (company) — The exchange that issued the delisting notice.
• January 28, 2025 (date) — The date of the earliest event reported, when the notice was received.

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-20250128.htm (8-K) — 52KB
• 0000950170-25-011835.txt ( ) — 201KB
• icu-20250128.xsd (EX-101.SCH) — 48KB
• icu-20250128_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 January 28, 2025, SeaStar Medical Holding Corporation (the "Company") received a public reprimand letter (the "Letter") from the staff (the "Staff") of the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq"). As reported on a Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on July 5, 2024 (the "July 8-K") the Company provided notice to the Listing Qualifications Department of Nasdaq regarding the Company's possible violation of Nasdaq Listing Rule 5635(d) which requires prior shareholder approval for transactions, other than public offerings, involving the issuance of 20% or more of the pre-transaction shares outstanding at less than the Minimum Price (the "Rule"). 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. On March 15, 2023, the Company entered into a transaction for the sale of convertible notes (the "Notes") and warrants (the "Warrants" and together with the "Notes, the "Transaction") to the Investor. On June 28, 2023, the Company received shareholder approval under the Rule in connection with the Transaction. Subsequently, on August 7, 2023, and December 11, 2023, the company entered into amendment agreements (the "Amendments") with the Investor which provided for the issuance of additional warrants (the "Additional Warrants"). The Additional Warrants contained a provision allowing for proportional share adjustments in the event of a downward adjustment to the exercise price (the "Provision"). Additionally, under the Amendments, the Notes had a lower conversion price and certai

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: January 31, 2025 Name: Eric Schlorff Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR