0000929638-24-000912.txt : 20240305 0000929638-24-000912.hdr.sgml : 20240305 20240305170329 ACCESSION NUMBER: 0000929638-24-000912 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240305 DATE AS OF CHANGE: 20240305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SeaStar Medical Holding Corp CENTRAL INDEX KEY: 0001831868 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 853681132 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-268503 FILM NUMBER: 24722016 BUSINESS ADDRESS: STREET 1: 3513 BRIGHTON BLVD STREET 2: SUITE 410 CITY: DENVER STATE: CO ZIP: 80216 BUSINESS PHONE: 844-427-8100 MAIL ADDRESS: STREET 1: 3513 BRIGHTON BLVD STREET 2: SUITE 410 CITY: DENVER STATE: CO ZIP: 80216 FORMER COMPANY: FORMER CONFORMED NAME: LMF Acquisition Opportunities Inc DATE OF NAME CHANGE: 20201109 424B3 1 seastar_424b3.htm PROSPECTUS SUPPLEMENT NO. 28
Prospectus Supplement No. 28
Filed Pursuant to Rule 424(b)(3)
File No. 333-268503 
 
SeaStar Medical Holding Corporation
3513 Brighton Blvd,
Suite 410
Denver, CO 80216
(844) 427-8100 
Prospectus Supplement No. 28
 
(to the Prospectus dated January 4, 2023)
 
 
 
This Prospectus Supplement No. 28 supplements and amends the prospectus dated January 4, 2023, as amended by Prospectus Supplement No. 1 dated February 15, 2023, Prospectus Supplement No. 2 dated February 16, 2023, Prospectus Supplement No. 3 dated March 16, 2023, Prospectus Supplement No. 4 dated March 31, 2023, Prospectus Supplement No. 5 dated March 31, 2023, Prospectus Supplement No. 6 dated May 10, 2023, Prospectus Supplement No. 7 dated May 19, 2023, Prospectus Supplement No. 8 dated May 23, 2023, Prospectus Supplement No. 9 dated June 12, 2023, Prospectus Supplement No. 10 dated June 21, 2023, Prospectus Supplement No. 11 dated July 5, 2023, Prospectus Supplement No. 12 dated August 14, 2023, Prospectus Supplement No. 13 dated August 15, 2023, Prospectus Supplement No. 14 dated August 15, 2023, Prospectus Supplement No. 15 dated September 11, 2023, Prospectus Supplement No. 16 dated September 14, 2023, Prospectus Supplement No. 17 dated September 26, 2023, Prospectus Supplement No. 18 dated September 27, 2023, Prospectus Supplement No. 19 dated October 6, 2023, Prospectus Supplement No. 20 dated October 30, 2023, Prospectus Supplement No. 21 dated November 14, 2023, Prospectus Supplement No. 22 dated November 22, 2023, Prospectus Supplement No. 23 dated November 27, 2023, Prospectus Supplement No. 24 dated November 29, 2023, Prospectus Supplement No. 25 dated December 11, 2023, Prospectus Supplement No. 26 dated December 13, 2023, and Prospectus Supplement No. 27 dated December 20, 2023 (the “Prospectus”), relating to the sale from time to time of up to 9,829,000 shares of our common stock and 6,438,000 of our warrants to purchase common stock by a selling shareholder.
 
On December 29, 2023, we filed with the U.S. Securities and Exchange Commission the attached Current Report on Form 8-K. 
 
This Prospectus Supplement No. 28 should be read in conjunction with the Prospectus and is qualified by reference to the Prospectus except to the extent that the information in this Prospectus Supplement No. 20 supersedes the information contained in the Prospectus.
 
Our common stock is traded on the Nasdaq Stock Market under the symbol “ICU”. On March 1, 2024, the last reported sale price of our common stock was $0.83 per share.
 
 
 
Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 6 of the Prospectus dated January 4, 2023.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus Supplement No. 28 is truthful or complete. Any representation to the contrary is a criminal offense.
 
 
 
The date of this Prospectus Supplement No. 28 is March 5, 2024.
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): December 27, 2023

 

SeaStar Medical Holding Corporation
 
(Exact name of Registrant as Specified in Its Charter)

 
Delaware
001-39927
85-3681132
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
 
 
 
 
3513 Brighton Blvd,
Suite 410
 
Denver, Colorado
 
80216
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s Telephone Number, Including Area Code: 844 427-8100
 
 
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 

Title of each class
 
Trading
Symbol(s)
 

Name of each exchange on which registered
Common Stock par value $0.0001 per share
 
ICU
 
The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share  
 
ICUCW
 
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 
 
Emerging growth company ☒
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
As previously disclosed on the Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 14, 2023 and on June 26, 2023, SeaStar Medical Holding Corporation (the “Company”) received deficiency letters from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market, LLC (“Nasdaq”), notifying the Company that for 30 consecutive business days preceding the date of the Notices, the bid price of the listed security has closed at less than $1 per share, which does not meet the requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1) (the “Rule”). As previously reported, the Staff had determined that the Company was eligible to regain compliance with the Rule by December 27, 2023.
 
On December 27, 2023, the Company received notification from the Staff that the Company had not regained compliance with the Rule (the “Delisting Notice”). This is formal notification that the Nasdaq Hearings Panel (the “Panel”) will consider this matter in rendering a determination regarding the Company’s continued listing on The Nasdaq Capital Market, which is scheduled for Pursuant to Listing Rule 5810(d), the Company should present its views with respect to this additional deficiency at its Panel hearing to be held on March 12, 2024, as disclosed in Form 8-K Filed on December 19, 2024. If the Company fails to address the aforementioned issue, the Panel will consider the record as presented at the hearing and will make its determination based upon that information. 
 
Subject to the final written decision by the Panel, neither the Delisting Notice nor the Company’s noncompliance with the Market Value Rule will have an immediate effect on the listing or trading of the Company’s common stock, which will continue to trade on The Nasdaq Capital Market under the symbol “ICU.”

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
SeaStar Medical Holding Corporation
 
 
By:
/s/ Eric Schlorff
Date:
December 29, 2023
Name:  
Eric Schlorff
 
 
Title:
Chief Executive Officer