Business Context and Reporting Period
Seastar Medical Holding Corp (ICU) filed a Form 8-K on January 24, 2024, reporting an "Other Event" under Item 8.01. The company is an emerging growth company incorporated in Delaware with principal offices in Denver, Colorado.
Key Financial Metrics and Transaction Details
This filing details a specific financing transaction rather than periodic financial performance metrics. The company completed an Additional Closing under a Securities Purchase Agreement (SPA) with an institutional investor.
- Convertible Note Issued: Principal amount of $815,217.39 with an initial conversion price of $0.56 per share.
- Warrants Issued: Two separate warrants issued, each allowing the purchase of up to 395,781 shares of Common Stock (totaling 791,562 shares) at an exercise price of $0.56 per share.
- Conversion Terms: The Note is convertible into Common Stock beginning on the Issuance Date.
The filing does not provide data on revenue, profit, cash flow, margins, or total debt levels.
Material Changes Versus Prior Period
This filing represents a continuation of a financing arrangement previously disclosed on December 11, 2023. The material change is the execution of an additional tranche of funding under the Second Amendment to the SPA originally dated March 15, 2023. This increases the company's outstanding convertible debt and potential equity dilution compared to the prior reporting date.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on operational outlook, or specific risk factors beyond the standard disclosure of the transaction terms. The transaction relies on the terms established in prior 8-K filings (March 16, August 7, August 30, September 26, November 27, December 11, and January 12, 2023).
Investor Verification Checklist
- Verify the total outstanding principal amount of convertible notes after this $815,217.39 issuance.
- Confirm the total number of warrants outstanding and the aggregate potential dilution from the 791,562 new shares.
- Review the "Issuance Date" definition in the Note to determine the exact start date for conversion rights.
- Check prior 8-K filings to understand the full scope of the SPA and any remaining commitment amounts available to the Purchaser.