Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
On June 26, 2023, SeaStar Medical Holding Corporation (the Company) received a deficiency letter from the Listing
Qualifications Department (the Staff) of the Nasdaq Stock Market (Nasdaq) notifying the Company that, for the preceding 30 consecutive business days, the closing bid price for the Companys common stock, par value
$0.0001 per share (the Common Stock) was below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the Bid Price Requirement).
The notification received has no immediate effect on the Companys Nasdaq listing. In accordance with Nasdaq rules, the Company has been provided an
initial period of 180 calendar days, or until December 26, 2023 (the Compliance Date), to regain compliance with the Bid Price Requirement. If, at any time before the Compliance Date, the closing bid price for the Common Stock is at
least $1.00 for a minimum of 10 consecutive business days, the Staff will provide the Company written confirmation of compliance with the Bid Price Requirement.
The Company intends to monitor the closing bid price of the Common Stock and may, if appropriate, consider available options to regain compliance with the Bid
Price Requirement.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders of the Company was held virtually on June 28, 2023 at 10:00 a.m., Mountain Time. The following proposals were approved
by the stockholders, each by the votes set forth below:
Proposal 1. To elect two Class I Directors to serve until the 2026 annual meeting of
stockholders, or until their successors shall have been duly elected and qualified.
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Nominee |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
Andres Lobo |
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9,629,367 |
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289,327 |
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877,015 |
Rick Barnett |
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9,626,990 |
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291,704 |
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877,015 |
Proposal 2. To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of Common
Stock issuable by the Company pursuant to the Convertible Notes (as defined in the proxy statement) and the Warrants (as defined in the proxy statement).
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
9,883,905 |
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27,629 |
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7,160 |
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877,015 |
Proposal 3. To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of Common
Stock issuable by the Company pursuant to the Companys Equity Line of Credit (as defined in the proxy statement).
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
9,883,905 |
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27,629 |
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7,160 |
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877,015 |
Proposal 4. To ratify the appointment of Armanino LLP as our independent registered public accounting firm for the fiscal year
ending December 31, 2023.
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
10,771,442 |
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16,575 |
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7,692 |
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