---
schema_version: "secwatch.filing_event.v1"
accession: "0000929638-23-001704"
form_type: "8-K"
ticker: "ICU"
cik: "0001831868"
company_name: "SeaStar Medical Holding Corp"
filed_at: "2023-06-09T23:59:59+00:00"
generated_at: "2026-06-14T04:13:41.294425+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# SeaStar Medical issues 1M shares to settle Prepaid Forward Purchase Agreement

## Summary
- Issued 1,000,000 shares of common stock to Vellar to satisfy maturity consideration under October 2022 Prepaid Forward Purchase Agreement.
- Issuance triggered by a VWAP Trigger Event under the FPA; both parties agreed to terminate all remaining FPA obligations.
- Company must register the Settlement Shares on a registration statement under the Securities Act.
- Agreement avoids cash payment of maturity consideration and resolves outstanding obligations with Vellar.

## SEC filing metadata
- accession: 0000929638-23-001704
- form_type: 8-K
- ticker: ICU
- cik: 0001831868
- company_name: SeaStar Medical Holding Corp
- filed_at: 2023-06-09T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 1.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1831868/000092963823001704/0000929638-23-001704-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1831868/000092963823001704/a8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000929638-23-001704
- JSON: https://secwatch.observer/filing/0000929638-23-001704.json
- Plain text: https://secwatch.observer/filing/0000929638-23-001704.txt

## Key facts
- Material Agreements
  SeaStar Medical Holding Corp entered into Share Issuance and Settlement Agreement with Vellar Opportunity Fund SPV LLC – Series 4 (effective 2023-06-06).
  - Action: entry
  - Agreement: settlement
  - Counterparty: Vellar Opportunity Fund SPV LLC – Series 4
  - Effective: 2023-06-06
  source text: On June 6, 2023, SeaStar Medical Holding Corporation (the “Company”) and Vellar Opportunity Fund SPV LLC – Series 4 (“Vellar”) entered into the Share Issuance and Settlement Agreement (the “Agreement”), pursuant to which the Company agreed to issue and deliver to Vellar 1,000,000 shares of common stock, par value $0.0001 per share, of the Company (the “Settlement Shares”) in lieu of the obligation of the Company to pay certain maturity consideration to Vellar under the Prepaid Forward Purchase Agreement, dated as of October 17, 2022, between the Company and Vellar (the “FPA”), as a result of the occurrence of a VWAP Trigger Event (as defined under the FPA).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1831868/000092963823001704/0000929638-23-001704-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.