Business Context and Reporting Period
This Form 8-K was filed by SeaStar Medical Holding Corp on June 24, 2024, reporting events occurring on that date and shortly thereafter. The Company is an emerging growth company incorporated in Delaware with principal executive offices in Denver, Colorado. Its common stock (ICU) and warrants (ICUCW) are listed on The Nasdaq Stock Market LLC.
Key Financial Metrics
This filing is a current report regarding listing compliance and does not contain financial statements. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Listing Status
- Market Value of Listed Securities (MVLS) Deficiency: On June 24, 2024, the Company received a deficiency letter from Nasdaq stating that its MVLS had been below the $35 million minimum requirement for 35 consecutive business days, violating Listing Rule 5550(b)(2).
- Compliance Period: The Company has been granted an initial 180-day period to regain compliance, expiring on December 23, 2024. Compliance requires the MVLS to close at $35 million or more for 10 consecutive business days.
- Minimum Bid Price Compliance: On June 27, 2024, Nasdaq confirmed the Company regained compliance with the $1.00 minimum bid price requirement (Rule 5550(a)(2)). This was achieved following a one-for-twenty-five reverse stock split effective June 7, 2024.
Outlook, Risks, and Management Commentary
Management states the deficiency letter is a notification of non-compliance and does not result in immediate delisting. If the Company fails to meet the MVLS requirement by December 23, 2024, it expects Nasdaq to notify it that its securities are subject to delisting. The Company plans to monitor its MVLS and may consider applying for an extension of the compliance period or appealing to a Nasdaq Hearings Panel.
Investor Verification Checklist
- Verify the current Market Value of Listed Securities (MVLS) to assess proximity to the $35 million threshold.
- Monitor the stock price to ensure it remains above the $1.00 minimum bid price following the reverse split.
- Track the 180-day compliance deadline of December 23, 2024, for the MVLS requirement.
- Review future filings for any announcements regarding extensions, appeals, or potential delisting notices.