[144] Silicon Motion Technology Corporation SEC Filing

Rhea-AI Filing Summary

SeaStar Medical Holding Corporation (NASDAQ: ICU) filed an 8-K detailing three material developments that collectively strengthen short-term liquidity but introduce meaningful future dilution.

1. $6.15 million unit offering: On 20 June 2025 the company priced and, on 23 June, closed a best-efforts public offering of 4,935,385 common shares and 1,218,462 pre-funded warrants, each paired with one five-year Series A warrant and one 18-month Series B warrant. The units were sold at $0.65 (or $0.6499 for the pre-funded alternative). In total 12,307,694 new warrants were issued with a $0.65 strike price, while the pre-funded warrants carry a $0.0001 strike. H.C. Wainwright acted as placement agent, receiving a 7 % cash fee, a 1 % management fee, reimbursable expenses and 430,769 placement-agent warrants exercisable at $0.8125 until 2030.

Proceeds & use of funds: Net cash to SeaStar is estimated at $3.39 million after fees. Management believes existing cash plus the raise will fund operations into November 2025. The purchase agreement limits additional share issuances for 60 days and prohibits variable-rate financings for 12 months, reducing short-term overhang risk.

2. Cost-containment actions: Effective 17 June 2025, the board approved a 20 % reduction in CEO, CFO, CMO and director cash compensation, lowering monthly operating expenses by roughly $50,000. Together with earlier liability waivers that eliminated about $1.2 million in unpaid bonuses and fees, the company expects materially lower cash burn.

3. Nasdaq compliance update: Following a March 2025 hearing, SeaStar had until 22 June 2025 to restore stockholders’ equity above $2.5 million. Management asserts that the recent capital raise, liability extinguishment, expanding QUELIMMUNE revenues (six customers in Q2) and cost cuts place the company back in compliance with Listing Rule 5550(b).

Investment takeaways:

• The transaction alleviates immediate liquidity risk but extends the fully-diluted share count by up to 13 million shares (including placement-agent warrants).
• Cash runway remains relatively short (≈ 5 months) and future capital will likely be required once warrant exercises or the $15 million Lincoln Park equity facility are tapped.
• Management compensation cuts signal shareholder alignment and aggressive expense discipline.
• Nasdaq listing status is tentatively secure, removing a key technical overhang.

Positive

• $3.39 million net proceeds extend cash runway to November 2025, lowering near-term going-concern risk.
• 20 % reduction in executive and director cash compensation saves ≈ $50k per month.
• Board estimates indicate compliance with Nasdaq equity rule, averting potential delisting.
• $1.2 million in liabilities extinguished through bonus and fee waivers, improving balance sheet.
• Lock-up provisions (60 days standard issuance ban; 12-month variable-rate ban) protect existing shareholders from immediate additional dilution.

Negative

• Offering introduces up to 12.3 million new warrants, creating substantial dilution risk at $0.65 strike.
• Net proceeds are modest; cash runway still limited to ~5 months, implying further capital needs.
• Low offering price and 7 % placement fee suggest limited market demand and higher cost of capital.
• Compensation cuts are indefinite but could impact talent retention if prolonged.
• Company remains reliant on future financings (e.g., $15 million Lincoln Park facility) that may pressure share price.

Insights

Equity Research Analyst

TL;DR: Small cash infusion extends runway to Nov-25, reduces delisting risk, but heavy warrant overhang caps near-term upside; net impact modestly positive.

The $3.39 million net raise plus $50k/month cost savings push projected cash needs into Q4-25, buying management time to grow QUELIMMUNE sales or secure larger financing. Yet the structure is highly dilutive: if all 12.3 million warrants are exercised, shares outstanding could more than double at $0.65, capping equity appreciation. Restrictions on variable-rate deals for one year are shareholder-friendly, while the compensation reductions demonstrate cost discipline. Overall, the filing is incrementally positive because it lowers existential risk and addresses Nasdaq compliance, but it does not materially change the long-term funding gap.

Corporate Governance Specialist

TL;DR: Board-approved 20 % pay cuts and liability waivers strengthen governance optics and align management with shareholders.

The decision to cut executive and director cash compensation by 20 % and to extinguish $1.2 million in accrued bonuses/fees is a rare proactive move in micro-caps facing liquidity strain. It signals accountability and conserves roughly $600k annualized. Coupled with the 60-day lock-up and year-long ban on variable-rate issuance, the offering terms mitigate predatory financing practices typical in distressed issuers. However, future dilution from sizeable warrant coverage remains a governance concern. On balance, the actions reflect improved oversight and discipline, meriting a neutral-to-positive governance assessment.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
ADS	Pershing LLC One Pershing Plaza Jersey City NJ 07399	2000	144000.00	33410000	06/20/2025	NASDAQ GS

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
ADS	02/07/2018	Restricted Stock Award	Silicon Motion Technology			500	02/07/2018	Equity Compensation
ADS	02/08/2019	Restricted Stock Award	Silicon Motion Technology			1500	02/08/2019	Equity Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How much capital did SeaStar Medical (ICU) raise in the June 2025 offering?

The company raised approximately $3.39 million in net proceeds after fees.

What is the exercise price and expiry of the new Series A and Series B warrants?

Both warrants have a $0.65 exercise price; Series A expires in five years, Series B in 18 months.

How long will the new funds last SeaStar Medical?

Management projects the proceeds, together with existing cash, will fund operations through November 2025.

What cost-saving measures were announced for management and directors?

Annual base salaries and director retainers were cut by 20 %, reducing monthly expenses by about $50,000.

Is SeaStar Medical now in compliance with Nasdaq listing requirements?

Yes. The company believes it meets the $2.5 million stockholders’ equity threshold per Nasdaq Rule 5550(b).

What restrictions does the Purchase Agreement impose on future financings?

SeaStar cannot issue new equity for 60 days and is banned from variable-rate transactions for 12 months, subject to limited exceptions.