Business Context and Reporting Period
This Form 8-K filing by SeaStar Medical Holding Corp (ICU) reports a material corporate action effective as of June 7, 2024. The company, incorporated in Delaware and headquartered in Denver, Colorado, is an emerging growth company.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The report focuses exclusively on a capital structure adjustment.
Material Changes
- Reverse Stock Split: The Board approved a 1-for-25 reverse stock split, effective June 7, 2024, at 5:00 p.m. Eastern Standard Time.
- Share Count: Immediately following the split, approximately 3.1 million shares of common stock are issued and outstanding.
- Trading Status: Shares began trading on a split-adjusted basis on the Nasdaq Capital Market on June 10, 2024, under the symbol "ICU".
- Adjustments: All outstanding stock options and warrants were proportionally adjusted. Fractional shares were not issued; holdings were rounded up to the next whole number.
- Charter Amendment: The company filed a Second Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation with the Delaware Department of State to effectuate the split.
Guidance, Outlook, and Risks
The filing does not provide forward-looking guidance, management commentary on financial outlook, or specific risk factors beyond the standard disclosure that the discussion is qualified by the full text of the Certificate of Amendment. No unusual items or contingencies were reported in this document.
Investor Verification Checklist
- Verify the adjusted share count and cost basis in brokerage accounts following the June 10, 2024 trading date.
- Confirm the adjusted exercise price and number of shares for any held warrants (ICUCW) or stock options.
- Review the attached Certificate of Amendment (Exhibit 3.1) for specific details on the charter changes.
- Monitor the stock price performance post-split to ensure compliance with Nasdaq listing requirements.