SeaStar Medical Holding Corporation (NASDAQ: ICU, ICUCW) Investor Alert: Lawsuit alleges False and Misleading Statements

An investor, who purchased shares of SeaStar Medical Holding Corporation (NASDAQ: ICU, NASDAQ: ICUCW), filed a lawsuit in the U.S. District Court for the District of Colorado over alleged violations of Federal Securities Laws by SeaStar Medical Holding Corporation in connection with certain allegedly false and misleading statements made between October 31, 2022 and March 26, 2024.

Investors who purchased shares of SeaStar Medical Holding Corporation (NASDAQ: ICU, ICUCW) have certain options and for certain investors are short and strict deadlines running. Deadline: September 6, 2024. NASDAQ: ICU, NASDAQ: ICUCW investors should contact the Shareholders Foundation at mail@shareholdersfoundation.com or call +1(858) 779 - 1554.

Denver, CO based SeaStar Medical Holding Corporation, a medical device company, develops a platform therapy to reduce the consequences of hyperinflammation on vital organs in the United States. SeaStar Medical Holding Corporation.

SeaStar Medical Holding Corporation initially operated as a special purpose acquisition company ("SPAC") under the name LMF Acquisition Opportunities, Inc.
On April 22, 2022, the Company, then still operating as a SPAC, and SeaStar Medical, Inc. ("Legacy SeaStar"), a medical technology company developing extracorporeal therapies to reduce the consequences of excessive inflammation on vital organs, jointly announced that they had entered into a merger agreement (the "Merger Agreement"). As contemplated under the Merger Agreement, the combined company would be known as "SeaStar Medical Holding Corporation" and would operate under the same management team as Legacy SeaStar, with all Legacy SeaStar shares owned by Legacy SeaStar's existing equity holders to be converted into Class A Common Stock of the combined company (the "Merger").
The Company and Legacy SeaStar touted the overall prospects of the combined company following the Merger, asserting that Legacy SeaStar had an enterprise value of approximately $85 million, while highlighting Legacy SeaStar's Selective Cytopheretic Device ("SCD") for the treatment of hyperinflammation and the SCD's regulatory and commercial prospects. For example, the companies announced that Legacy SeaStar intended to submit an application for its SCD for approval with the U.S. Food and Drug Administration ("FDA") under the Humanitarian Device Exemption ("HDE") to commence commercialization for the treatment of pediatric acute kidney injury ("AKI"). Moreover, the companies announced that the Merger had already been unanimously approved by both Legacy SeaStar and the Company's Boards of Directors and that the holders of a majority of Legacy SeaStar's voting power had likewise already approved the Merger, with the Merger subject to final approval by stockholders of the Company and other customary closing conditions.
On July 20, 2022, the Company and Legacy SeaStar jointly announced that Legacy SeaStar had submitted an application under the HDE (the "HDE Application") to the FDA for use of Legacy SeaStar's SCD for critically ill children with AKI, which purportedly "follow[ed a] successful pilot study demonstrating the SCD was safe with probable clinical benefits for pediatric patients[.]"
On October 17, 2022, the Company, Legacy SeaStar, and Vellar Opportunity Fund SPV LLC - Series 4 ("Vellar") entered into an agreement (the "Prepaid Forward Agreement") for an equity prepaid forward transaction. The terms of the Prepaid Forward Agreement permitted Vellar to purchase through a broker in the open market shares of Class A common stock, par value $0.0001 per share, of the Company (together with the shares of common stock of the post-Merger Company) from holders of those shares, other than the Company or affiliates of the Company.
On October 18, 2022, following purported positive regulatory developments for the SCD, as announced by the Company and Legacy SeaStar following the unveiling of the Merger, the Company's stockholders voted to approve the Merger.
On October 28, 2022, the Company and Legacy SeaStar consummated the Merger pursuant to the Merger Agreement, whereby a wholly owned subsidiary of the Company, LMF Merger Sub, Inc. ("Merger Sub"), merged with and into Legacy SeaStar, with Legacy SeaStar surviving that merger as a wholly owned subsidiary of the Company. As a result of the Merger, Legacy SeaStar's business, operations, and management became the Company's business, operations, and management, and the Company renamed itself "SeaStar Medical Holding Corporation."
The following trading day, October 31, 2022, the Company's common stock and warrants began publicly trading on the Nasdaq Stock Market under the ticker symbols "ICU" and "ICUCW," respectively.

On May 9, 2023, SeaStar Medical Holding Corporation announced that it had received a letter from the Center for Biologics Evaluation and Research of the FDA, rejecting the Company's HDE application for its pediatric SCD because "the application [wa]s not approvable in its current form[.]" SeaStar's Chief Executive Officer, Defendant Eric Schlorff ("Schlorff"), also disclosed that the Company had engaged in "a series of [purported] collaborative meetings and correspondence over the past 10 months" with the FDA, had made repeated responses "to the Agency's recommendations," and that there were "current deficiencies cited by the Agency in their letter[.]"

Shares of SeaStar Medical Holding Corporation (NASDAQ: ICU, ICUCW)closed on May 10, 2023, at $1.17 per share.

Then, on March 27, 2024, SeaStar Medical Holding Corporation announced that it would restate its financial statements for the fiscal year ended December 31, 2022, as well as for the interim periods ended March 31, 2023, June 30, 2023, and September 30, 2023 (the "Affected Periods"). The Company disclosed that the restatement would impact the accounting treatment and classification of certain outstanding warrants and the Prepaid Forward Agreement. Defendant Schlorff further disclosed that "[t]he restatement . . . is related to the reporting of non-cash accounting items," noting that "[w]e pursued a [SPAC] as our route to become a public company in late 2022 due to the challenging market conditions at that time," but that, "[m]any SPACs, including ours, relied on a host of complex financial instruments" and, "[u]nfortunately, we determined that certain complex financial instruments required accounting treatment that differed from our previous judgment, which led to the need for a restatement."

Shares of SeaStar Medical Holding Corporation (NASDAQ: ICU, ICUCW) declined to approximately $0.71 per share on March 27, 2024.

On June 10, 2024, shares of SeaStar Medical Holding Corporation (NASDAQ: ICU, ICUCW) split 1:25.

The plaintiff claims that between October 31, 2022 and March 26, 2024 , the defendants made false and/or misleading statements and/or failed to disclose that SeaStar and/or Legacy SeaStar had deficient compliance controls and procedures related to the HDE Application, that accordingly, there were deficiencies with the HDE Application, the FDA was unlikely to approve the HDE Application in its present form, and the SCD's regulatory prospects were overstated, that the Company had downplayed the true scope and severity of deficiencies in its financial controls and procedures, while overstating defendants' efforts to remediate the same, that accordingly, SeaStar had failed to properly account for the classification of certain outstanding warrants and the Prepaid Forward Agreement, that as a result, SeaStar was likely to restate one or more of its previously issued financial statements, that accordingly, SeaStar's post-Merger business and financial prospects were overstated, and that as a result, the Company's public statements were materially false and misleading at all relevant times.

Those who purchased shares of SeaStar Medical Holding Corporation (NASDAQ: ICU, ICUCW) have certain options and should contact the Shareholders Foundation.

Contact:
Michael Daniels
Shareholders Foundation, Inc.
3111 Camino Del Rio North
Suite 423
San Diego, CA 92108
Tel: +1-(858)-779-1554
E-Mail: mail@shareholdersfoundation.com

About Shareholders Foundation, Inc.
The Shareholders Foundation, Inc. is a professional portfolio monitoring and settlement claim filing service, and an investor advocacy group, which does research related to shareholder issues and informs investors of securities lawsuits, settlements, judgments, and other legal related news to the stock/financial market. Shareholders Foundation, Inc. is in contact with a large number of shareholders and offers help, support, and assistance for every shareholder. The Shareholders Foundation, Inc. is not a law firm. Referenced cases, investigations, and/or settlements are not filed/initiated/reached and/or are not related to Shareholders Foundation. The information is provided as a public service. It is not intended as legal advice and should not be relied upon.

This release was published on openPR.