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Subsequent Events
6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events

Note 14. Subsequent Events

Registered Direct Offering

On July 10, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market consistent with the rules of the Nasdaq Stock Market (the “Registered Direct Offering”): (i) 947,868 shares (the “Shares”) of the Company’s common stock and (ii) common stock purchase warrants to purchase up to 947,868 shares of common stock (the “Common Warrants”) in a concurrent private placement (the “Concurrent Private Placement” and together with the Registered Direct Offering, the “Offering”). The Common Warrants are immediately exercisable, will expire five years following the issuance date and have an exercise price of $10.55 per share. The Company has agreed to register the shares of common stock underlying the Common Warrants within 30 days of the date of the Purchase Agreement. The combined purchase price of each share of common stock and Common Warrant is $10.55. The gross proceeds to the Company from the Offering are approximately $10.0 million, before deducting placement agent fees and other offering expenses payable by the Company.

Stockholder Litigation

On July 5, 2024, Forrest A K Wells (the “Plaintiff”), a purported stockholder of SeaStar Medical Holding Corporation, a Delaware Corporation (the “Company’), filed a putative class action complaint in the United States District Court for the State of Colorado (the “Class Action”), alleging that the Company and its management members made material misstatements or omissions regarding the Company’s business and operations, including disclosures relating to FDA approval of product candidates of the Company, allegedly culminating in the restatement of the Company’s consolidated financial statements as disclosed in the Form 8-K filed on March 27, 2024. The Class Action asserts claims under Section 10(b) of the Exchange Act against the Company, its Chief Executive Officer and former Chief Financial Officer (collectively, the Defendants”), as well as claims under Section 20(a) of the Exchange Act against the Defendants. Among other remedies, the Class Action seeks to recover compensatory and other damages. The Company intends to vigorously defend the action.

 

The Company has not recognized a contingent liability for this Class Action event as it does not qualify for the recognition criteria under ASC 450 - Contingencies.

Commercialization of the Pediatric SCD Device

In July 2024, the Company shipped its first pediatric SCD units, representing the Company's first commercial sale. This will allow the Company to recognize revenues from commercial activities for units sold, including revenue from contract liabilities (see Note 3).

Maxim Note Payable Payment

As a result of the June 7, 2024 Investor D convertible debt redemption and conversion, the Maxim Note became due within 90 days of the redemption and conversion. In addition, due to the July 2024 Registered Direct Offering described above in this Note 14, the Company was required to paid down $2.5 million of the outstanding Maxim Note in July 2024 leaving a remaining balance of approximately $0.1 million due before September 7, 2024.