SeaStar Medical Holding Corp — fact timeline

SeaStar Medical Holding Corp reported the year ended December 31, 2022 results: net income $23.0 million, or $2.80 per share, EPS $2.80 per share.

“SeaStar Medical Reports 2022 Financial Results and Provides a Business Update DENVER (March 30, 2023) – SeaStar Medical Holding Corporation (Nasdaq: ICU) (“SeaStar Medical” or the “Company”), a medical device company developing proprietary solutions to reduce the consequences of hyperinflammation on vital organs, provides a business update and reports financial results for the year ended December 31, 2022.”

SeaStar Medical Holding Corp incurred convertible notes of $3,260,869.57 with an institutional investor at 7% maturing June 15, 2024.

“the Company issued a Note, convertible into 1,207,729 shares of Common Stock at an initial conversion price of $2.70, in a principal amount of $3,260,869.57”

SeaStar Medical Holding Corp entered into Registration Rights Agreement with the Purchaser (effective 2023-03-15).

“On March 15, 2023, in connection with the sale and issuance of the Notes and Warrants, the Company entered into a Registration Rights Agreements (the “Registration Rights Agreement”) with the Purchaser.”

SeaStar Medical Holding Corp entered into Securities Purchase Agreement with an institutional investor valued at up to approximately $9.8 million (effective 2023-03-15).

“On March 15, 2023, SeaStar Medical Holding Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”), pursuant to which the Company agreed to sell and issue to the Purchaser, in a series of up to four closings, senior unsecured convertible notes (the “Notes”), convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), in a principal amount of up to approximately $9.8 million and warrants (the “Warrants”) to purchase shares of the Company’s Common Stock.”

SeaStar Medical Holding Corp entered into Distribution Agreement with Nuwellis, Inc. (effective 2022-12-27).

“On December 27, 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 the Company’s Selective Cytopheretic Device (“SCD”) product throughout the United States following the receipt by the Company from the United States Food and Drug Administration (“FDA”) of a written authorization to market such product for pediatric use pursuant to the Humanitarian Device Exemption application submitted by the Company.”

SeaStar Medical Holding Corp engaged Armanino LLP as its auditor.

“On December 20, 2022, the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) appointed Armanino, SeaStar Medical’s principal accountant, to serve as the principal accountant to audit the Company’s financial statements and determined that MaloneBailey, LLP, LMAO’s principal accountant, will not continue as the Company’s principal accountant.”

SeaStar Medical Holding Corp engaged Armanino LLP as its auditor.

“On December 20, 2022, the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) appointed Armanino LLP (“KPMG”), SeaStar Medical’s principal accountant, to serve as the principal accountant to audit the Company’s financial statements and determined that MaloneBailey, LLP, LMAO’s principal accountant, will not continue as the Company’s principal accountant.”

SeaStar Medical Holding Corp amended Amendment No. 1 to the Purchase Agreement with Tumim Stone Capital LLC valued at $2.5 million commitment fee (effective 2022-11-09).

“(“SeaStar”) entered into a common stock purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with Tumim Stone Capital LLC (“Tumim”). The Purchase Agreement and Registration Rights agreement were filed as exhibits 10.30 and 10.31, respectively, to the amendment no.”

SeaStar Medical Holding Corp: Company ceased to be a shell company as a result of consummation of the Business Combination.

“As a result of the consummation of the Business Combination, which fulfilled the “initial Business Combination” requirement of LAMO’s Certificate of Incorporation, as amended and restated, each of LMAO and the Company ceased to be a shell company.”

SeaStar Medical Holding Corp: Board adopted a new Code of Ethics for employees, officers and directors (effective 2022-10-28).

“On October 28, 2022, the Board adopted a new Code of Ethics that applies to all of the Company’s employees, officers and directors, including the Company’s Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.”

SeaStar Medical Holding Corp: Adopted Amended and Restated Bylaws effective as of the Closing Date.

“the Company adopted a Third Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) and the Amended and Restated Bylaws (defined below) effective as of the Closing Date.”

SeaStar Medical Holding Corp: Adopted Third Amended and Restated Certificate of Incorporation effective as of the Closing Date.

“the Company adopted a Third Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) and the Amended and Restated Bylaws (defined below) effective as of the Closing Date.”

SeaStar Medical Holding Corp underwent a change of control involving LMF Acquisition Opportunities, Inc. (LMAO) for $85,408,328 (closed 2022-10-28).

“the Business Combination was completed, which consisted of the following: The aggregate consideration payable to the stockholders of SeaStar Medical at the closing of the Business Combination (the “Closing”) was $85,408,328”

SeaStar Medical Holding Corp amended Tumim Letter Agreement with Tumim Stone Capital LLC (effective 2022-10-28).

“On October 28, 2022, LMAO, SeaStar Medical, and Tumim Stone Capital LLC (“Tumim”) entered into a letter agreement (the “Tumim Letter Agreement”) to amend certain terms of the Common Stock Purchase Agreement, dated August 23, 2022 (the “Purchase Agreement”), by and among Tumim, LMAO, and SeaStar Medical following the consummation of the Business Combination.”

SeaStar Medical Holding Corp amended First Amendment to Credit Agreement with LM Funding America, Inc. (effective 2022-10-28).

“On October 28, 2022, SeaStar Medical and LMFA entered into the First Amendment to Credit Agreement dated September 9, 2022 between LMFA and SeaStar Medical (the “First Amendment to Credit Agreement”), pursuant to which the parties amended the Credit Agreement and entered into an Amended and Restated Promissory Note”

Caryl Baron was appointed as Interim Chief Financial Officer at SeaStar Medical Holding Corp.

“Effective as of the Closing Date, Ms. Caryl Baron was appointed by the Board of Directors of the Company as the interim Chief Financial Officer of the Company.”

SeaStar Medical Holding Corp entered into Prepaid Forward Agreement with HB Strategies LLC (effective 2022-10-26).

“On October 26, 2022, LMF, SeaStar Medical and HB Strategies LLC (“ Seller ”) entered into an agreement (the “ Prepaid Forward Agreement ”) for an equity prepaid forward transaction”