UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 15, 2024

 

 

SeaStar Medical Holding Corporation

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-39927	85-3681132
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
3513 Brighton Blvd, Suite 410
Denver, Colorado				80216
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 844 427-8100

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock par value $0.0001 per share		ICU		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share		ICUCW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

---

Item 1.02 Termination of a Material Definitive Agreement.

 

As previously disclosed in the SeaStar Medical Holding Corporation (the “Company”) Current Report on Form 8-K filed August 24, 2022, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”), as amended by that certain Amendment No. 1 to the Purchase Agreement, dated as of November 9, 2022, and a Registration Rights Agreement Tumim Stone Capital LLC (“Tumim” and, together with the Company, the “Parties”), pursuant to which Tumim has committed to purchase, upon the terms and conditions specified in the Purchase Agreement, up to $100 million of the Company’s common stock, $0.0001 par value per share (the “ELOC”).

 

On February 15, 2024, the Parties to the Purchase Agreement agreed by mutual consent and pursuant to its terms to terminate the Purchase Agreement, effective immediately.

 

---

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:	February 16, 2024	Name:	Eric Schlorff
		Title:	Chief Executive Officer

 

---