ICUCW SeaStar Medical Holding Corporation

 

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): June 5, 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. ☐

 

 

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Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On June 5, 2024, the Board of Directors (the Board") of SeaStar Medical Holding Corporation (the "Company") appointed Mr. John Neuman as a Class I director, effective immediately, after Mr. Andres Lobo informed the Board that he will resign as a director of the Company, effective as of June 5, 2024. Mr. Neuman, age 58, retired from Dow Chemical Company ("Dow") in 2023 following 30 years of service. He retired as Vice President of Global Financial Accounting at Dow, directing a global team of more than 350 team members. His organization was responsible for ensuring efficient and accurate financial accounting and reporting for a network of more than 400 legal entities across the globe including preparing the financial filings with the U.S. Securities and Exchange Commission. Additionally, Mr. Neuman provided oversight and direction for Corporate Controllers and for Mumbai Global Accounting. He joined Dow in 1993, and held various positions in Finance, including roles in corporate auditing, corporate controllers, business finance and controllers. His business finance role included a five-year international assignment in Switzerland. His tenure at Dow included finance integration and reporting responsibilities for several M&A transactions, including the Rohm & Haas and Dow Corning acquisitions and the DowDuPont merger. Prior to joining Dow, Mr. Neuman worked as an audit manager for Deloitte & Touche LLP. He holds a degree in accounting from Michigan State University, is a CPA, and has served as a member of the MSU External Advisory Board for the Department of Accounting and Information Systems.

 

On June 10, 2024, the Company issued a press release announcing the appointment of John Neuman and the two newly elected members to the Board, Ms. Jennifer A. Baird, and Ms. Bernadette N. Vincent. A copy of such press release is attached as Exhibit 99.1 hereto.

 

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

 

 

Exhibit No.		Description
99.1		Press release dated June 10, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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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:	June 10, 2024	Name:	Eric Schlorff
		Title:	Chief Executive Officer

 

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SeaStar Medical Strengthens Board of Directors and Transitions to Commercial-Stage Company

 

DENVER (June x, 2024) – SeaStarMedical Holding Corporation (Nasdaq: ICU) (SeaStar Medical) announces that three new members have joined its Board of Directors. Two new directors, Jennifer A. Baird and Bernadette N. Vincent, were elected at the Company’s 2024 Annual Meeting of Stockholders held on June 4, and John Neuman was appointed to the Board on June 5. Former directors Bruce Rodgers and Richard Russell did not stand for reelection at the 2024 Annual Meeting, and Andres Lobo announced his retirement from Dow Chemical, resulting in his departure from the SeaStar Medical Board.

“We are delighted to add three outstanding professionals in Jennifer, Bernadette and John to our Board,” said Rick Barnett, SeaStar Medical’s Chairman. “Our new Directors bring significant leadership, financial and formidable industry experience that will be highly valuable as SeaStar Medical continues its transition to a commercial-stage company. We look forward to their contributions. On behalf of the Board, I’d like to express our appreciation for the services provided by Andres, Bruce and Richard.”

Ms. Baird serves as the Executive Chair of Culturewell, Co., an organization that delivers actionable insight for healthcare infection prevention through environmental sampling testing and germ risk assessments. She previously was CEO and Director of the medical device software company Fifth Eye Inc. and CEO and Director of the renewable energy technology company Accio Energy, Inc. Prior to that, Ms. Baird co-founded and served as CEO and Director at the healthcare-based companies Accuri Cytometers, Inc. (acquired by Becton Dickinson) and Sonetics Ultrasound, Inc. She serves as a Director for the non-profit Hope Clinic and advisor for the Michigan Founders Fund. Ms. Baird holds a BA in organizational psychology/leadership from the University of Michigan and an MBA from the Kellogg Graduate School of Management at Northwestern University.

Ms. Vincent most recently held executive roles including President, Chief Operating Officer and Chief Field Operations Officer and was a Director at Satellite Healthcare Inc., a national non-profit kidney care company. She served on the Quality, Safety & Patient Experience and the Government & Compensation Executive & Strategy committees. Prior to that, Ms. Vincent was Chief Operating Officer for Mednax, Inc., a provider of multi-specialty physician and health system services and held various leadership positions with Fresenius Medical Care North America, including Group Vice President and Vice President of Operations. Ms. Vincent is a Director for the National Kidney Foundation, California & Pacific Northwest Chapter and was Founder-Board member for the Laureate Academy Charter School. She holds a BS in nursing from Dillard University and an MBA from Pepperdine University.

Mr. Neuman retired from The Dow Chemical Company in 2023 following 30 years of service, most recently as Vice President of Global Financial Accounting. In this position, he directed a team of approximately 350 professionals with responsibilities for financial accounting and reporting for a global network of more than 400 legal entities, including SEC filings. His tenure at Dow included finance integration and reporting responsibilities for several transactions, including the Rohm & Haas and Dow Corning acquisitions, and the Dow/DuPont merger. Prior to joining Dow, Mr. Neuman was an audit manager for Deloitte & Touche LLP. He holds a degree in accounting from Michigan State University, is a member of the Michigan State University External Advisory Board for the Department of Accounting and Information Systems and is a Certified Public Accountant (inactive).

About SeaStar Medical

SeaStar Medical is a commercial-stage medical technology company that is redefining how extracorporeal therapies may reduce the consequences of excessive inflammation on vital organs. SeaStar Medical’s novel technologies rely

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on science and innovation to provide life-saving solutions to critically ill patients. The Company is developing and commercializing cell-directed extracorporeal therapies that target the effector cells that drive systemic inflammation, causing direct tissue damage and secreting a range of pro-inflammatory cytokines that initiate and propagate imbalanced immune responses. For more information visit www.seastarmedical.com or visit us on LinkedIn or X.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1955. These forward-looking statements include, without limitation, SeaStar Medical’s expectations with respect to the ability to successfully commercialize SCD products and contribution by board members. Words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside SeaStar Medical’s control and are difficult to predict. Factors that may cause actual future events to differ materially from the expected results include, but are not limited to: (i) the risk that SeaStar Medical may not be able to obtain regulatory approval of its SCD product candidates; (ii) the risk that SeaStar Medical may not be able to raise sufficient capital to fund its operations, including current or future clinical trials; (iii) the risk that SeaStar Medical and its current and future collaborators are unable to successfully develop and commercialize its products or services, or experience significant delays in doing so, including failure to achieve approval of its products by applicable federal and state regulators, (iv) the risk that SeaStar Medical may never achieve or sustain profitability; (v) the risk that SeaStar Medical may not be able to access funding under existing agreements; (vi) the risk that third-parties suppliers and manufacturers are not able to fully and timely meet their obligations, (vii) the risk of product liability or regulatory lawsuits or proceedings relating to SeaStar Medical’s products and services, (viii) the risk that SeaStar Medical is unable to secure or protect its intellectual property, and (ix) other risks and uncertainties indicated from time to time in SeaStar Medical’s Annual Report on Form 10-K, including those under the “Risk Factors” section therein and in SeaStar Medical’s other filings with the SEC. The foregoing list of factors is not exhaustive. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and SeaStar Medical assumes no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

SeaStar Medical Contact:

LHA Investor Relations

Jody Cain

(310) 691-7100

Jcain@lhai.com

 

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Document And Entity Information	Jun. 05, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 05, 2024
Entity Registrant Name	SeaStar Medical Holding Corporation
Entity Central Index Key	0001831868
Entity Emerging Growth Company	true
Entity File Number	001-39927
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3681132
Entity Address, Address Line One	3513 Brighton Blvd
Entity Address, Address Line Two	Suite 410
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80216
City Area Code	844
Local Phone Number	427-8100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock par value $0.0001 per share
Trading Symbol	ICU
Security Exchange Name	NASDAQ
Warrants [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share
Trading Symbol	ICUCW
Security Exchange Name	NASDAQ

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