Correspondence 0000950170-24-131472 from SeaStar Medical Holding Corp (ICU)
SeaStar Medical Holding Corp
Date: Nov. 27, 2024 · CIK: 0001831868 · Accession: 0000950170-24-131472
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-39927
Referenced dates: November 26, 2024
Letter
VIA EDGAR AS CORRESPONDENCE United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services Attention: Jeanne Baker and Terence O’Brien Re: SeaStar Medical Holding Corporation Form 10-K filed April 16, 2024 File No. 001-39927
Dear Ms. Baker and Mr. O’Brien:
On behalf of SeaStar Medical Holding Corporation, a Delaware corporation (the “Company”), we are responding to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission contained in its letter dated November 26, 2024 (the “Comment Letter”), relating to the above-referenced filing of the Company’s Form 10-K for the fiscal year ended December 31, 2023.
Set forth below are the Company’s responses to the Staff’s comments. The responses set forth below are based upon information provided by the Company, which we have not independently verified. For the convenience of the Staff, the responses contained herein utilize the numbering of the comments and the headings used in the Comment Letter, and the text of the Staff’s comments is reproduced in italics below. Capitalized terms used but not defined herein have the meanings set forth in the Form 10-K for the fiscal year ended December 31, 2023.
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 9A. Controls and Procedures.
Management's Annual Report on Internal Control Over Financial Reporting, page 141
1. We note your statement that you are excluding management’s report on internal control over financial reporting pursuant to Section 215.02 of the SEC Division of Corporation Finance’s Regulation S-K Compliance & Disclosure Interpretations. Please note that your facts do not fit within the circumstances set forth in this guidance. Ensure
Jeanne Baker and Terence O’Brien
November 27, 2024
your future filings on Form 10-K include management’s annual report on internal control over financial reporting, as required by Item 308 of Regulation S-K.
Response: The Company acknowledges the Staff’s comment. In future filings on Form 10-K, the Company will include management’s annual report on internal control over financial reporting, as required by Item 308 of Regulation S-K.
* * * * * *
If the Staff has any questions or comments regarding the foregoing, please contact the undersigned by telephone at +1 (801) 933-4083 or via email at erekson.josh@dorsey.com.
Sincerely,
Dorsey & Whitney LLP
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CORRESP
Dorsey & Whitney LLP
111 S Main St
Salt Lake City, UT 84111
Tel. +1 (801) 933-7360
Fax: +1 (801) 933-7373
www.dorsey.com
Josh Erekson
Of Counsel
+1 (801) 933-4083
erekson.josh@dorsey.com
November 27, 2024
VIA EDGAR AS CORRESPONDENCE
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Industrial Applications and Services
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jeanne Baker and Terence O’Brien
Re:
SeaStar Medical Holding Corporation
Form 10-K filed April 16, 2024
File No. 001-39927
Dear Ms. Baker and Mr. O’Brien:
On behalf of SeaStar Medical Holding Corporation, a Delaware corporation (the “Company”), we are responding to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission contained in its letter dated November 26, 2024 (the “Comment Letter”), relating to the above-referenced filing of the Company’s Form 10-K for the fiscal year ended December 31, 2023.
Set forth below are the Company’s responses to the Staff’s comments. The responses set forth below are based upon information provided by the Company, which we have not independently verified. For the convenience of the Staff, the responses contained herein utilize the numbering of the comments and the headings used in the Comment Letter, and the text of the Staff’s comments is reproduced in italics below. Capitalized terms used but not defined herein have the meanings set forth in the Form 10-K for the fiscal year ended December 31, 2023.
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 9A. Controls and Procedures.
Management's Annual Report on Internal Control Over Financial Reporting, page 141
1. We note your statement that you are excluding management’s report on internal control over financial reporting pursuant to Section 215.02 of the SEC Division of Corporation Finance’s Regulation S-K Compliance & Disclosure Interpretations. Please note that your facts do not fit within the circumstances set forth in this guidance. Ensure
Jeanne Baker and Terence O’Brien
November 27, 2024
your future filings on Form 10-K include management’s annual report on internal control over financial reporting, as required by Item 308 of Regulation S-K.
Response: The Company acknowledges the Staff’s comment. In future filings on Form 10-K, the Company will include management’s annual report on internal control over financial reporting, as required by Item 308 of Regulation S-K.
* * * * * *
If the Staff has any questions or comments regarding the foregoing, please contact the undersigned by telephone at +1 (801) 933-4083 or via email at erekson.josh@dorsey.com.
Sincerely,
Dorsey & Whitney LLP
By:
/s/ Josh Erekson
Name:
Josh Erekson