Amendment: SeaStar Medical Holding Corporation filed SEC Form 8-K: Material Modification to Rights of Security Holders, Other Events, Financial Statements and Exhibits

Item 3.03 - Change in Reverse Stock Split Date true 0001831868 0001831868 2025-12-18 2025-12-18 0001831868 icu:CommonStockCustomMember 2025-12-18 2025-12-18 0001831868 icu:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockFor1150PerShareCustomMember 2025-12-18 2025-12-18

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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))

 

 

 

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. ☐

 

 

 

 

On December 18, 2025, SeaStar Medical Holding Corporation (“the Company”) filed a Form 8-K announcing that at a special meeting of the shareholders (the "Special Meeting") the stockholders of the Company approved a 1-for-10 reverse stock split of the Company's common stock (the "Reverse Split") and that the Board of Directors of the Company had previously approved the Reverse Split subject to stockholder approval. The Company originally announced a planned effective date for the Reverse Split to be effective at 12:01 AM January 2, 2026. 

 

On December 23, 2025, the Board of Directors determined to change the date that the Reverse Stock Split will be effective to 12:01 AM January 5, 2026 (the "Effective Date").

 

The Company's shares of common stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market on January 5, 2026 under the same symbol "ICU". All stock options and warrants of the Company outstanding immediately prior to the Reverse Split will be proportionally adjusted.

 

As a result of the Reverse Split, every 10 shares of the Company's issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock, par value $0.0001 per share. The Company will not issue any fractional shares in connection with the Reverse Split. Instead, the number of shares will be rounded up to the next whole number. The Reverse Split will not modify the rights or preferences of the common stock. Immediately after the Reverse Split becomes effective, there will be approximately 3.8 million shares of common stock issued and outstanding.

 

The Company has appointed its transfer agent, Continental Stock Transfer and Trust Company, Inc., to act as exchange agent for the reverse stock split. Stockholders owning shares via a bank, broker or other nominee will have their positions automatically adjusted to reflect the Reverse Split and will not be required to take further action in connection with the Reverse Split, subject to brokers' particular processes.

 

 

On December 23, 2025, the Company issued a press release announcing that that the Effective Date of the previously stockholder approved Reverse Split will be 12:01 AM January 5, 2026. 

 

 

(d) Exhibits

 

 

 

 

 

 

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.