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SeaStar Medical Announces 25-for-1 Reverse Stock Split

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SeaStar Medical Holding (Nasdaq: ICU) announced a 25-for-1 reverse stock split, effective June 7, 2024, at 5:00 PM EDT. The common stock will trade on a split-adjusted basis starting June 10, 2024, under the same ticker symbol 'ICU' but with a new CUSIP number 81256L203. This move aims to increase the market price of the stock to meet Nasdaq's $1.00 minimum bid price requirement. Each 25 pre-split shares will convert to 1 post-split share, and fractional shares will be rounded up to the nearest whole share. Shareholders of record will receive updates from Continental Stock Transfer and Trust Company.

Positive
  • Reverse stock split aims to regain compliance with Nasdaq's $1.00 minimum bid price requirement.
  • Stockholders approved the reverse split at the 2023 Special Meeting, showing shareholder support.
  • Fractional shares will be rounded up to whole shares, potentially benefiting small shareholders.
  • The company's stock will continue to trade under the 'ICU' ticker symbol, maintaining brand recognition.
Negative
  • Reverse stock split reduces the number of shares, which could indicate financial struggles and potential dilution risks.
  • The reverse split could signal underlying issues to investors, affecting stockholder confidence.
  • Conversion and exercise prices of preferred stock, stock options, and warrants will increase proportionally, potentially impacting future investments.

Insights

SeaStar Medical’s 25-for-1 reverse stock split is aimed at boosting the company's share price to comply with Nasdaq's minimum bid requirement of $1.00. By consolidating every 25 existing shares into one, the overall number of shares decreases, potentially increasing the price per share. However, this doesn't add any intrinsic value to the company itself.

From an investor's standpoint, while the compliance with Nasdaq rules is positive, reverse stock splits can sometimes be perceived negatively. They might indicate that the company is struggling to maintain its stock price. However, this move does improve the optics of the stock price, which could attract more institutional investors, who often have policies against buying low-priced stocks.

Short-term investors might see volatility as the market adjusts to the new share price. Long-term investors should focus on the company’s fundamentals and whether the reverse split supports a broader strategy for growth and profitability. It's essential to look at the company's financial health, revenue growth and product pipeline to gauge potential risks and benefits.

The reverse stock split will make SeaStar Medical’s stock more appealing to a certain class of investors. Stocks that trade below the $1.00 threshold often face delisting risks, which can deter major investors. A higher stock price post-split might improve market perceptions and liquidity.

However, it's essential to understand that a reverse split doesn't change the market capitalization or the fundamental business aspects. It's a cosmetic change to meet listing requirements. Historically, reverse stock splits have had mixed results. Some companies recover post-split, while others continue to face pressures that originally led to low stock prices.

Investors should be cautious and consider broader market conditions and the company’s performance in other areas. If SeaStar Medical can leverage this adjusted stock price to attract new investments or partnerships, then it could be beneficial in the long run.

DENVER, June 06, 2024 (GLOBE NEWSWIRE) -- SeaStar Medical Holding Corporation (Nasdaq: ICU), a medical device company developing proprietary solutions to reduce the consequences of hyperinflammation on vital organs, announces the Company’s 25-for-1 reverse stock split, which will become effective at June 7, 2024 at 5:00 PM EDT. The Company’s common stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market (Nasdaq) effective with the open of the market on June 10, 2024. SeaStar Medical’s stock will continue to trade under the ticker symbol “ICU.”

Authorization for the reverse stock split was approved by the Company’s stockholders at SeaStar Medical’s 2023 Special Meeting of Stockholders held on September 6, 2023. The objective of the reverse stock split is to increase the market price for the Company’s common stock to, among things, enable the Company to regain compliance with the $1.00 minimum bid price requirement under applicable Nasdaq Listing Rules. The Company's common stock will trade under a new CUSIP number – 81256L203.

As a result of the reverse stock split, each 25 pre-split shares of common stock outstanding will automatically combine and convert to 1 issued and outstanding share of common stock. Stockholders of record who otherwise would be entitled to receive fractional shares will receive one whole share of common stock in lieu of such fractional share. The reverse stock split reduces the number of shares of common stock issuable upon the conversion of the Company’s outstanding shares of preferred stock and the exercise or vesting of its outstanding stock options and warrants in proportion to the ratio of the reverse stock split and causes a proportionate increase in the conversion and exercise prices of such preferred stock, stock options and warrants.

Stockholders of record will receive information regarding their share ownership following the reverse stock split from the Company’s transfer agent, Continental Stock Transfer and Trust Company. Continental Stock Transfer and Trust Company can be reached at 800-509-8856. Stockholders owning shares via a bank, broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split and will not be required to take further action in connection with the reverse stock split, subject to brokers’ particular processes.

For additional information regarding the reverse stock split, please refer to SeaStar Medical’s Current Report on Form 8-K to be filed with the Securities and Exchange Commission.

About SeaStar Medical

SeaStar Medical is a 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 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, the proposed reverse stock split and compliance with NASDAQ listing requirements. 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 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.

Contact: 

LHA Investor Relations 
Jody Cain 
(310) 691-7100 
Jcain@lhai.com 

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FAQ

What is the effective date of SeaStar Medical's reverse stock split?

The reverse stock split will become effective on June 7, 2024, at 5:00 PM EDT.

When will SeaStar Medical's stock begin trading on a split-adjusted basis?

The stock will begin trading on a split-adjusted basis on June 10, 2024.

What is the new CUSIP number for SeaStar Medical's post-split stock?

The new CUSIP number for the post-split stock is 81256L203.

Why is SeaStar Medical conducting a reverse stock split?

The reverse stock split aims to increase the market price of the stock to meet Nasdaq's $1.00 minimum bid price requirement.

How will the reverse stock split affect SeaStar Medical's stockholders?

Each 25 pre-split shares will convert to 1 post-split share, and fractional shares will be rounded up to the nearest whole share.

SeaStar Medical Holding Corporation

NASDAQ:ICU

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