Business Context and Reporting Period
Company: SeaStar Medical Holding Corporation (ICU)
Filing Type: Form 8-K (Current Report)
Date of Report: December 24, 2024
Reporting Period: The filing addresses events occurring on December 24, 2024, regarding the company's listing status on The Nasdaq Stock Market.
Key Financial Metrics
This filing is a notice of delisting and does not contain financial statements. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Listing Requirement Context: The company failed to meet the Nasdaq Listing Rule 5550(b)(2) requirement to maintain a minimum market value of listed securities of $35 million for 30 consecutive business days.
Material Changes
- Delisting Notification: On December 24, 2024, the company received written notification from Nasdaq stating it had not regained compliance with the minimum market value rule.
- Delisting Timeline: Securities are subject to delisting from Nasdaq on January 3, 2025, unless a hearing is requested by December 31, 2024.
- Historical Context: The company initially received a non-compliance notification on June 24, 2024.
Outlook, Management Commentary, and Risks
Management Action: The company intends to appeal the delisting determination before the Nasdaq Hearings Panel and submit a request prior to December 31, 2024.
Appeal Process: Under Nasdaq rules, the delisting will be stayed during the pendency of the appeal, and securities will continue to be listed on Nasdaq during this time.
Risks and Contingencies:
- There is no assurance that the appeal will be successful or that the company will regain compliance.
- If the appeal is denied or compliance is not regained during any granted period, the securities will be delisted.
- If no hearing is requested by December 31, 2024, delisting is scheduled for the opening of business on January 3, 2025.
Investor Verification Checklist
- Verify the current market value of listed securities to assess the gap from the $35 million threshold.
- Confirm whether the company has filed a request for a hearing with the Nasdaq Hearings Panel by December 31, 2024.
- Monitor the outcome of the appeal hearing to determine if the stay of delisting will be extended or if delisting will proceed.
- Review recent Form 10-K and 10-Q filings for detailed financial data not included in this 8-K.