0000929638-24-000499.txt : 20240209 0000929638-24-000499.hdr.sgml : 20240209 20240209162019 ACCESSION NUMBER: 0000929638-24-000499 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20240209 DATE AS OF CHANGE: 20240209 EFFECTIVENESS DATE: 20240209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SeaStar Medical Holding Corp CENTRAL INDEX KEY: 0001831868 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 853681132 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-276978 FILM NUMBER: 24615297 BUSINESS ADDRESS: STREET 1: 3513 BRIGHTON BLVD STREET 2: SUITE 410 CITY: DENVER STATE: CO ZIP: 80216 BUSINESS PHONE: 844-427-8100 MAIL ADDRESS: STREET 1: 3513 BRIGHTON BLVD STREET 2: SUITE 410 CITY: DENVER STATE: CO ZIP: 80216 FORMER COMPANY: FORMER CONFORMED NAME: LMF Acquisition Opportunities Inc DATE OF NAME CHANGE: 20201109 S-8 1 s8.htm
As filed with the Securities and Exchange Commission on February 9, 2024
Registration No. 333-                
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
 
SeaStar Medical Holding Corporation
(Exact name of registrant as specified in its charter)


     
Delaware
 
001-39927
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
     
3513 Brighton Blvd., Suite 410
Denver, CO
  
80216
(Address of Principal Executive Offices)
  
(Zip Code)

SeaStar Medical Holding Corporation 2022 Omnibus Incentive Plan
(Full title of the plan)

Eric Schlorff
Chief Executive Officer
3513 Brighton Blvd.
Suite 410
Denver, CO 80216
(Name and address of agent for service)


(844) 427-8100
(Telephone number, including area code, of agent for service)
With copies of all notices, orders, and communications to:

Albert Lung, Esq.
Morgan, Lewis & Bockius LLP
1400 Page Mill Road
Palo Alto, California 94304
(650) 843-4000
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
             
Large accelerated filer
 
☐
  
Accelerated filer
 
☐
Non-accelerated filer
 
☒
  
Smaller reporting company
 
☒
 
 
  
  
Emerging growth company
 
☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐
 
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration Statement”), relating to the SeaStar Medical Holding Corporation 2022 Omnibus Incentive Plan (the “Incentive Plan”), is being filed pursuant to General Instruction E to Form S-8, for the purpose of registering an aggregate of 1,180,000 shares (the “Shares”) of the common stock, par value $0.0001 per share (the “Common Stock”), of SeaStar Medical Holding Corporation (the “Company” or the “Registrant”), reserved for issuance under the Incentive Plan. The Shares are securities of the same class and relate to the same employee benefit plan for which Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the content of the Registration Statement on Form S-8, File No. 333-270070, filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2023 by the Company, relating to the Incentive Plan, and the information required by Part II is omitted, except as supplemented by the information set forth below.

PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.                          Incorporation of Documents by Reference.

The following documents filed by the Registrant with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference into this Registration Statement:
  

 (a)
The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 30, 2023, as amended by the Form 10-K/A, filed with the SEC on April 28, 2023;


(b)
The Registrant’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023, filed with the SEC on May 15, 2023, August 14, 2023, and November 14, 2023, respectively;


(c)
The Registrant’s Current Reports on Form 8-K, as applicable, filed with the SEC on January 9, 2023 (with respect to Item 8.01 only), February 9, 2023 (with respect to Item 8.01 only), February 15, 2023 (with respect to Item 8.01 only), March 16, 2023 (with respect to Items 1.01, 2.03, and 3.02 only), May 9, 2023 (with respect to Item 8.01 only), June 9, 2023, June 16, 2023, June 30, 2023, August 2, 2023 (with respect to Item 4.01 only), August 8, 2023 (with respect to Items 1.01, 2.03, and 3.02 only), August 30, 2023 (with respect to Items 1.01, 2.03, and 3.02 only), September 8, 2023, September 20, 2023 (with respect to Item 5.03 only), September 26, 2023, October 3, 2023 (with respect to Item 8.01 only), October 30, 2023 (with respect to Item 8.01 only), November 27, 2023, November 29, 2023 (with respect to Item 4.01 only)), December 11, 2023, December 13, 2023, December 20, 2023, December 29, 2023, January 11, 2024 (with respect to Item 5.02 only), January 12, 2024, January 30, 2024 (with respect to Items 1.01, 3.02, and 8.01 only), and February 9, 2024; and


(d)
The description of the Registrant’s Common Stock set forth in the Registrant’s registration statement on Form 8-A/A filed with the SEC on October 31, 2022, and any amendment or report filed with the SEC for the purposes of updating such description.

All other reports and other documents subsequently filed with the SEC by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of Exchange Act prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold (other than those furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K or other information deemed to have been “furnished” rather than “filed” in accordance with the SEC’s rules), shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such reports and documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document that also is or is

deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such prior statement. Any statement contained in this Registration Statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8.                          Exhibits.

A list of exhibits filed herewith is contained in the Exhibit Index that immediately precedes such exhibits and is incorporated herein by reference.

EXHIBIT INDEX

Exhibit
No.
  
Document
   
   
   
   
     
   
   
23.2*
Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1 hereto).
  
  
   
  
  
       
   
107*
Filing Fee Table.
    
*            Filed herewith
+            Denotes compensatory plan or arrangement



SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado on this 9th day of February, 2024.

     
SeaStar Medical Holding Corporation
   
By:
 
/s/ Eric Schlorff
Name:
 
Eric Schlorff
Title:
 
Chief Executive Officer


POWER OF ATTORNEY
Each of the undersigned, whose signature appears below, hereby constitutes and appoints Eric Schlorff as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement and to file the same with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this registration statement or any amendments hereto in the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated below on February 9, 2024.
 
Name
Title
Date
     
/s/ Eric Schlorff
Chief Executive Officer and Director
(Principal Executive Officer)
February 9, 2024
Eric Schlorff
     
/s/ David Green
Chief Financial Officer
(Principal Financial and Accounting Officer)
February 9, 2024
David Green
     
/s/ Rick Barnett
Chairman of the Board of Directors
February 9, 2024
Rick Barnett
    
     
/s/ Kenneth Van Heel
Director
February 9, 2024
Kenneth Van Heel
    
     
/s/ Andres Lobo
Director
February 9, 2024
Andres Lobo
    
     
/s/ Allan Collins
Director
February 9, 2024
Allan Collins
    
     
/s/ Bruce Rodgers
Director
February 9, 2024
Bruce Rodgers
    
     
/s/ Richard Russell
Director
February 9, 2024
Richard Russell
    

EX-5.1 2 exhibit5-1.htm

Exhibit 5.1





February 9, 2024


SeaStar Medical Holding Corporation
3513 Brighton Blvd., Suite 410
Denver, Colorado 80216
RE:
SeaStar Medical Holding Corporation Registration Statement on Form S-8 Filed on February 9, 2024
Ladies and Gentlemen:
We have acted as counsel to SeaStar Medical Holding Corporation, a Delaware corporation (the “Company”), in connection with the filing of the referenced Registration Statement (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “SEC”) on the date hereof. The Registration Statement relates to the registration by the Company of the offer and sale of an additional 1,180,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) under the Company’s 2022 Omnibus Incentive Plan (the “2022 Omnibus Plan”).
In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of (i) the Third Amended and Restated Certificate of Incorporation of the Company, as amended (ii) the Amended and Restated Bylaws of the Company, (iii) certain resolutions of the Company’s Board of Directors relating to the Registration Statement, (iv) the 2022 Omnibus Plan, and (v) such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein.
We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies. With respect to matters of fact relevant to our opinions as set forth below, we have relied upon certificates of officers of the Company, representations made by the Company in documents examined by us, and representations of officers of the Company. We have also obtained and relied upon such certificates and assurances from public officials as we have deemed necessary for the purposes of our opinions set forth below.
Subject to the foregoing and the other matters set forth herein, we are of the opinion, as of the date hereof, that the Shares have been duly authorized by the Company and, when issued by the Company in accordance with the provisions of the 2022 Omnibus Plan, will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to the federal laws of the United States and the Delaware General Corporation Law.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement.  In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.
Very truly yours,

/s/ Morgan, Lewis & Bockius LLP




 EX-FILING FEES 3 exhibit107.htm FILING FEES TABLE
Exhibit 107


CALCULATION OF FILING FEE TABLES

Form S-8
(Form Type)

SeaStar Medical Holding Corporation
(Exact Name of Registrant as Specified in Its Charter)

Table 1 – Newly Registered Securities

Security Type
Security Class Title
Fee Calculation Rule
Amount Registered (1)
Proposed Maximum Offering Price per Unit (2)
Maximum Aggregate Offering Price
Fee Rate
Amount Registration Fee
Equity
Common Stock, $0.0001 par value per share
Rule 457(c) and Rule 457(h)
1,180,000 (3)
$0.7500
$885,000.00
$147.60 per $1,000,000
$130.63
Total Offering Amounts
  
$885,000.00
  
$130.63
Total Fee Offsets
      
$0.00
Net Fee Due
      
$130.63

(1)
This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Registrant’s 2022 Omnibus Incentive Plan by reason of any share dividend, share split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Registrant’s Common Stock.
(2)
Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low prices per share of Registrant’s Common Stock on February 6, 2024, as reported by the NASDAQ Capital Market.
(3)
Represents shares of Common Stock issuable under the Registrant’s 2022 Omnibus Incentive Plan.

EX-23.1 4 exhibit23-1.htm
Exhibit 23.1






CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in this Registration Statement on Form S-8 of SeaStar Medical Holding Corporation of our report dated March 30, 2023 relating to the consolidated financial statements of SeaStar Medical Holding Corporation.



/s/ ArmaninoLLP
Denver, Colorado

February 9, 2024