0001831868false00018318682024-12-132024-12-130001831868icu:WarrantsMember2024-12-132024-12-130001831868us-gaap:CommonStockMember2024-12-132024-12-13

 

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): December 13, 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:

 

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 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

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

 

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Dec. 13, 2024
Document Information [Line Items]  
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Entity Emerging Growth Company true
Entity File Number 001-39927
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 85-3681132
Entity Address, Address Line One 3513 Brighton Blvd
Entity Address, Address Line Two Suite 410
Entity Address, City or Town Denver
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80216
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Document Information [Line Items]  
Title of 12(b) Security Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share
Trading Symbol ICUCW
Security Exchange Name NASDAQ
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