Business Context and Reporting Period
Company: SeaStar Medical Holding Corp (ICU)
Filing Type: Form 8-K (Current Report)
Date of Report: April 25, 2025
Event: Entry into a Material Definitive Agreement (Securities Purchase Agreement) with Lincoln Park Capital Fund, LLC.
Key Financial Metrics and Transaction Details
This filing does not report historical revenue, profit, cash flow, or margin data. It details a new financing facility:
- Facility Size: Up to $15.0 million in common stock.
- Commitment Fee: 236,406 shares of common stock issued immediately to Lincoln Park.
- Term: 36 months from the Commencement Date (post-SEC registration effectiveness).
- Purchase Price: 97% of the lower of (i) the lowest sale price on the purchase day or (ii) the average of the three lowest closing prices in the preceding 10 business days.
- Regular Purchase Limits: Up to 40,000 shares per day (increasing to 50k, 60k, or 75k if stock price exceeds $1.00, $1.75, or $2.50, respectively). Maximum single purchase capped at $500,000.
- Exchange Cap: Issuance limited to 19.99% of pre-agreement outstanding shares unless stockholder approval is obtained or the average sale price exceeds $1.25 per share.
- Use of Proceeds: Working capital and general corporate purposes.
Material Changes and Unusual Items
Unregistered Sales: The 236,406 shares issued as a commitment fee were sold unregistered under Section 4(a)(2) and Rule 506 of Regulation D.
Restrictions: The Company is restricted from entering into other "variable rate transactions" for 36 months, with an exception for its existing "at-the-market" offering. Lincoln Park is prohibited from short selling or hedging the Company's stock during the term.
Termination: The Company may terminate the agreement at any time after the Commencement Date without cost or penalty.
Guidance, Outlook, and Risks
Management Commentary: Sales under the agreement are at the Company's sole discretion and depend on market conditions and funding needs. Lincoln Park has no right to require the Company to sell shares.
Risks and Contingencies:
- Forward-Looking Statements: Actual results may differ due to R&D risks, regulatory approval processes, and stock market volatility.
- Listing Risks: Continued listing on the Nasdaq Capital Market is a risk factor.
- Registration Dependency: The facility cannot commence until a registration statement is declared effective by the SEC.
Investor Verification Checklist
- Verify the effective date of the SEC registration statement required to trigger the "Commencement Date."
- Confirm the current number of outstanding shares to calculate the 19.99% "Exchange Cap" limit.
- Review the Company's recent 10-K/A (filed April 23, 2025) for updated liquidity positions and R&D pipeline status.
- Monitor the stock price relative to the $1.25 threshold, which affects the ability to exceed the Exchange Cap without shareholder approval.
- Check for any subsequent filings regarding the actual execution of "Regular Purchases" or "Accelerated Purchases."