SeaStar Medical Holding Corp
For the period ended Nov 26, 2024. Filed Nov 4, 2024.
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Nov 26, 2024 · Filed Nov 4, 2024
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DEF 14A 1 ea0219626-def14a_seastar.htm DEFINITIVE PROXY STATEMENT
**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
**SCHEDULE 14A
(Rule 14a-101)
**Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. _____)
Filed by the Registrant☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials: |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
NOTICE & PROXY STATEMENT
2024 Special Meeting of Stockholders
November 26, 2024
10 am MST
3513 Brighton Blvd, Suite 410
Denver, CO 80216
November 4, 2024
To Our Stockholders:
You are cordially invited to attend the 2024 Special Meeting of Stockholders (the “Special Meeting”) of SeaStar Medical Holding Corporation at 10 am MST, on Tuesday, November 26, 2024. The Special Meeting will be held virtually, and no physical meeting will be held.
The Notice of Special Meeting of Stockholders and Proxy Statement on the following pages describe the matters to be presented at the Special Meeting. Please see the section titled “Who can attend the Special Meeting?” on page 3 of the Proxy Statement for more information about how to attend the meeting online.
Whether or not you attend the Special Meeting, it is important that your shares and votes are represented. Therefore, I urge you to promptly vote. Instructions for how to vote are contained on the enclosed proxy card. You can submit your vote by phone, via the Internet, or by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you decide to attend the virtual Special Meeting, you will be able to vote online at the Special Meeting even if you have previously submitted your proxy card.
Thank you for your support.
Sincerely,
/s/ Eric Schlorff
Eric Schlorff
Director and Chief Executive Officer
SeaStar Medical Holding Corporation
3513 Brighton Blvd, Suite 410
Denver, CO 80216
Notice of Special Meeting of Stockholders to Be Held Tuesday, November 26, 2024
The Special Meeting of Stockholders (the “Special Meeting”) of SeaStar Medical Holding Corporation, a Delaware corporation (the “Company”), will be held at 10 am MST, on Tuesday, November 26, 2024. The Special Meeting will be held virtually via live webcast. You will be able to attend the Special Meeting online by visiting https://web.viewproxy.com/icu/2024. You will be able to submit questions at the meeting and vote. The Special Meeting will be held for the following purposes:
| ● | To ratify, for purposes of maintaining the Company’s listing of its common stock on the Nasdaq Stock Market, the issuance of shares of the Company’s common stock upon conversion of certain convertible notes and exercise of certain warrants pursuant to the Securities Purchase Agreement, dated March 15, 2023, between the Company and an institutional investor, as amended by certain amendments and side letter agreements (the “SPA Amendments”, and such proposal, the “Nasdaq Proposal”); |
| ● | To approve an amendment to our Certificate of Incorporation to reduce the number of authorized shares of common stock by 50,000,000 to 450,000,000 shares (the “Authorized Share Proposal”); and |
| ● | To approve a proposal to adjourn or postpone the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Nasdaq Proposal or the Authorized Share Proposal. |
Holders of record of the Company’s common stock as of the close of business on October 24, 2024, are entitled to notice of and to vote at the Special Meeting, or at any continuation, postponement or adjournment of the Special Meeting. The Special Meeting may be continued or adjourned from time to time without notice other than by announcement at the Special Meeting.
It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Special Meeting, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Special Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Special Meeting if you desire to do so, as your proxy is revocable at your option.
By Order of the Board of Directors
/s/ Eric Schlorff
Eric Schlorff
Chief Executive Officer
Denver, CO
November 4, 2024
TABLE OF CONTENTS
| Proxy Statement | 1 |
|---|---|
| Questions and Answers About the 2024 Special Meeting of Stockholders | 2 |
| Security Ownership of Certain Beneficial Owners and Management | 6 |
| Proposal 1: Ratification of Issuance of Shares upon Conversion of Convertible Notes and Exercise of Warrants | 7 |
| Proposal 2: Approval of an Amendment to our Certificate of Incorporation to Reduce the Number of Authorized Shares of Common Stock | 10 |
| Proposal 3: Adjournment of Special Meeting | 12 |
| Stockholders’ Proposals | 13 |
| Other Matters | 13 |
| Solicitation of Proxies | 13 |
| Where You Can Find Additional Information | 13 |
| Appendix A: Third Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of SeaStar Medical Holding Corporation | A-1 |
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SeaStar Medical Holding Corporation
3513 Brighton Blvd, Suite 410
Denver, CO 80216
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