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    SeaStar Medical Holding Corporation filed SEC Form 8-K: Other Events

    10/22/24 9:15:07 AM ET
    $ICU
    Medical/Dental Instruments
    Health Care
    Get the next $ICU alert in real time by email
    false 0001831868 0001831868 2024-10-20 2024-10-20 0001831868 ICU:CommonStockParValue0.0001PerShareMember 2024-10-20 2024-10-20 0001831868 ICU:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockFor11.50PerShareMember 2024-10-20 2024-10-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    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): October 20, 2024

     

     

     

    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 8.01 Other Events.

     

    In December 2022, SeaStar Medical Holding Corporation (the “Company”) entered into a license and distribution agreement (the “Distribution Agreement”) with Nuwellis, Inc. (“Nuwellis”), pursuant to which the Company appointed Nuwellis as its exclusive distributor for the sale and distribution of its pediatric SCD product throughout the United States. In May 2024, the Company provided notice to Nuwellis that Nuwellis had breached the Distribution Agreement and that the Distribution Agreement would terminate effective August 18, 2024.

     

    Nuwellis disputed the validity of the termination and on October 20, 2024, the Company entered into a confidential settlement agreement and release with Nuwellis, pursuant to which the Company agreed to pay Nuwellis an aggregate of $900,000 payable in three installments through December 31, 2024.

     

    1

     

     

    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: October 22, 2024 Name: Eric Schlorff
      Title: Chief Executive Officer

     

     

    2

     

     

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