Business Context and Reporting Period
SeaStar Medical Holding Corp (ICU) filed a Form 8-K on November 27, 2023, reporting the completion of the fourth Additional Closing under a Securities Purchase Agreement (SPA) entered into with an institutional investor. The Company is an emerging growth company incorporated in Delaware.
Key Financial Metrics and Transaction Details
This filing details a specific financing event rather than periodic financial results. Key transaction metrics include:
- Convertible Note Issued: $543,478.26 principal amount.
- Initial Conversion Price: The lowest of $0.37, the closing sale price on the trading day preceding conversion, or the average closing price of the five consecutive trading days preceding conversion.
- Warrants Issued: 738,791 warrants to purchase Common Stock.
- Warrant Exercise Price: $0.20 per share.
- Total SPA Capacity: The SPA allows for up to $2 million in aggregate principal notes.
The filing does not provide current revenue, profit, cash flow, margins, or total debt figures.
Material Changes
The material change reported is the execution of the fourth tranche of the SPA, increasing the Company's outstanding convertible debt and warrant obligations. This follows prior closings reported in August and September 2023.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard terms of the convertible notes and warrants. The transaction is subject to the terms outlined in the SPA and related documents filed previously.
Investor Verification Checklist
- Verify the total outstanding principal amount of convertible notes under the SPA to date.
- Review the dilution impact of the 738,791 new warrants and the potential conversion of the $543,478.26 note.
- Confirm the current trading price of Common Stock relative to the $0.37 conversion price floor and $0.20 warrant exercise price.
- Check prior 8-K filings (March 16, August 7, August 30, and September 26, 2023) for the full terms of the SPA and previous closings.