Correspondence 0001193125-23-001638 from SeaStar Medical Holding Corp (ICU)
SeaStar Medical Holding Corp
Date: Jan. 4, 2023 · CIK: 0001831868 · Accession: 0001193125-23-001638
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-268503
Referenced dates: December 29, 2022
Letter
VIA EDGAR AS CORRESPONDENCE United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services Attention: Jordan Nimitz Re: SeaStar Medical Holding Corporation Amendment No. 1 to Registration Statement on Form S-1 Filed December 15, 2022 File No. 333-268503
Dear Ms. Nimitz:
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 December 29, 2022 (the “Comment Letter”), relating to the above-referenced filing of the Company’s Amendment No. 1 to Registration Statement on Form S-1.
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 Amendment No. 2 to Form S-1 (the “Form S-1”).
Jordan Nimitz
January 4, 2023
Page 2
Amendment No. 1 to Form S-1 filed December 15, 2022
Management’s Discussion and Analysis of Financial Condition and Results of Operation Overview, page 46
1. We note your revised disclosures in response to prior comment 8. Please further revise your description of these agreements to update for the closing, including the amount that you have paid under these agreements and the impact such payments have on your available cash
Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 47 of the Form S-1 accordingly.
Liquidity and Capital Resources, page 51
2. We note your revisions in response to our prior comment 9 and reissue in part. Please discuss the effect of this offering on the company’s ability to raise additional capital.
Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 52 of the Form S-1 accordingly.
* * * * * *
If the Staff has any questions or comments regarding the foregoing, please contact the undersigned by telephone at (650)843-7263 or via email at albert.lung@morganlewis.com.
Sincerely,
Morgan, Lewis & Bockius LLP
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CORRESP 1 filename1.htm SEC Response Letter Morgan, Lewis & Bockius LLP 1400 Page Mill Road Palo Alto, CA 94304 Tel. +1.650.843.4000 Fax: +1.650.843.4001 www.morganlewis.com Albert Lung Partner +1.650.843.7263 Albert.lung@morganlewis.com January 4, 2023 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: Jordan Nimitz Re: SeaStar Medical Holding Corporation Amendment No. 1 to Registration Statement on Form S-1 Filed December 15, 2022 File No. 333-268503 Dear Ms. Nimitz: 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 December 29, 2022 (the “Comment Letter”), relating to the above-referenced filing of the Company’s Amendment No. 1 to Registration Statement on Form S-1. 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 Amendment No. 2 to Form S-1 (the “Form S-1”). Jordan Nimitz January 4, 2023 Page 2 Amendment No. 1 to Form S-1 filed December 15, 2022 Management’s Discussion and Analysis of Financial Condition and Results of Operation Overview, page 46 1. We note your revised disclosures in response to prior comment 8. Please further revise your description of these agreements to update for the closing, including the amount that you have paid under these agreements and the impact such payments have on your available cash Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 47 of the Form S-1 accordingly. Liquidity and Capital Resources, page 51 2. We note your revisions in response to our prior comment 9 and reissue in part. Please discuss the effect of this offering on the company’s ability to raise additional capital. Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 52 of the Form S-1 accordingly. * * * * * * If the Staff has any questions or comments regarding the foregoing, please contact the undersigned by telephone at (650)843-7263 or via email at albert.lung@morganlewis.com. Sincerely, Morgan, Lewis & Bockius LLP By: /s/ Albert Lung Name: Albert Lung cc: