SeaStar Medical Holding Corp CO true 0001831868 0001831868 2022-10-28 2022-10-28 0001831868 us-gaap:CommonStockMember 2022-10-28 2022-10-28 0001831868 us-gaap:WarrantMember 2022-10-28 2022-10-28

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K/A

(Amendment No. 1)

 

 

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 28, 2022

 

 

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)

  (I.R.S. Employer
Identification No.)

 

3513 Brighton Blvd, Suite 410, Denver, CO   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 $0.001 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 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.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.

 

 

 


INTRODUCTORY NOTE

This Amendment No. 1 on Form 8-K/A (this “Amendment No. 1”) amends the Current Report on Form 8-K filed by SeaStar Medical Holding Corporation (f/k/a LMF Acquisition Opportunities, Inc. and the “Company”) on November 4, 2022 (the “Original Report”), in which the Company reported, among other events, the completion of the Business Combination. This Amendment No. 1 is filed to (1) update the Item 2.01 information to reflect Management’s Discussion and Analysis of Financial Condition and Results of Operations of SeaStar Medical for the three and nine months ended September 30, 2022 and September 30, 2021; and (2) amend the historical financial statements provided under Items 9.01(a) in the Original Report to include the unaudited interim financial statements of SeaStar Medical as of September 30, 2022 and for the three and nine months ended September 30, 2022 and September 30, 2021. This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company subsequent to the filing date of the Original Report.

Capitalized terms used but not defined herein have the meanings given in the Original Report.

Item 2.01. Completion of Acquisition or Disposition of Assets.

Management’s Disclosure and Analysis of Financial Condition and Results of Operations

The Form 10 information in Item 2.01 of the Original Report is hereby amended and supplemented by adding the following: “Reference is made to the disclosure contained in the section titled “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS OF SEASTAR MEDICAL” filed as Exhibit 99.4 to this Amendment No. 1, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

SeaStar Medical’s audited balance sheets as of December 31, 2021 and 2020, the related statements of operations, statements of changes in convertible preferred stock and stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2021, and the related notes are incorporated herein by reference to such financial statements appearing on pages F-52 to F-57 of the Proxy Statement/Prospectus.

The unaudited condensed interim financial statements of SeaStar Medical as of September 30, 2022 and for the periods ended September 30, 2022 and September 30, 2021 are filed as Exhibit 99.3 to this Amendment No. 1 and incorporated herein by reference.

Also included herewith as Exhibit 99.4 and incorporated herein by reference is the Management’s Discussion and Analysis of Financial Condition and Results of Operations for SeaStar Medical for the three and nine months ended September 30, 2022 and 2021.

(d)    Exhibits

 

Exhibit
Number
  

Description of Exhibit

99.3    Unaudited condensed interim financial statements of SeaStar Medical, Inc. as of and for the periods ended September 30, 2022 and September 30, 2021.
99.4    Management’s Discussion and Analysis of Financial Condition and Results of Operations for SeaStar Medical, Inc. for the three and nine months ended September 30, 2022 and 2021.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SEASTAR MEDICAL HOLDING CORPORATION
November 14, 2022   By:  

/s/ Eric Schlorff

    Name:   Eric Schlorff
    Title:   Chief Executive Officer