NEW YORK, July 13, 2024 (GLOBE NEWSWIRE) – Bragar Eagel & Squire, PC, a nationally recognized shareholder rights law firm, reminds investors that class action lawsuits have been commenced on behalf of shareholders of SeaStar Medical Holding Corporation (NASDAQ: ICU) and Bolt Biotherapeutics (NASDAQ: BOLT). Shareholders have until the deadlines set forth below to ask the Court to serve as lead plaintiff. For more information on the individual cases, please see the link provided.
SeaStar Medical Holdings Corporation (NASDAQ: ICU)
Teaching period: October 31, 2022 – March 26, 2024
Deadline for lead plaintiff: September 3, 2024
On April 22, 2022, the Company, then still a SPAC, and SeaStar Medical, Inc. (“Legacy SeaStar”), a medical technology company developing extracorporeal therapies to reduce the consequences of excessive inflammation of vital organs, jointly announced that they had entered into a merger agreement (the “Merger Agreement”). As contemplated by 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 of the Legacy SeaStar shares owned by existing Legacy SeaStar shareholders being 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, claiming that Legacy SeaStar has an enterprise value of approximately $85 million, while highlighting Legacy SeaStar’s Selective Cytopheretic Device (“SCD”) for the treatment of hyperinflammation, as well as the regulatory and commercial prospects of the SCD. For example, the Companies announced that Legacy SeaStar intended to submit an application to the U.S. Food and Drug Administration (“FDA”) for approval of its SCD under the Humanitarian Device Exemption (“HDE”) to begin commercialization for the treatment of acute kidney injury (“AKI”) in children. In addition, the Companies announced that the merger had already been unanimously approved by Legacy SeaStar and the Company’s Board of Directors, and that the holders of a majority of Legacy SeaStar’s voting securities had also already approved the merger, with the merger being subject to final approval by the Company’s stockholders and other customary closing conditions.
On July 20, 2022, the Company and Legacy SeaStar jointly announced that Legacy SeaStar had submitted an application to the FDA under the HDE (the “HDE Application”) for use of Legacy SeaStar’s SCD for critically ill children with AKI, which was reportedly “based on a successful pilot study that demonstrated the safety of the SCD with likely clinical benefit 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 Company’s post-merger common stock) from holders of such shares who are not members of the Company or any affiliate of the Company.
On October 18, 2022, the Company’s shareholders approved the merger following what were believed to be positive regulatory developments for the SCD, which the Company and Legacy SeaStar announced following the announcement of the merger.
On October 28, 2022, the Company and Legacy SeaStar completed the Merger pursuant to the Merger Agreement, whereby a wholly owned subsidiary of the Company, LMF Merger Sub, Inc. (“Merger Sub”), merged with and became part of Legacy SeaStar, with Legacy SeaStar surviving such merger as a wholly owned subsidiary of the Company. As a result of the Merger, the business, operations and management of Legacy SeaStar became the business, operations and management of the Company, and the Company changed its name to “SeaStar Medical Holding Corporation.”
On the following trading day, October 31, 2022, the Company’s common stock and warrants began public trading on the Nasdaq Stock Market under the ticker symbols “ICU” and “ICUCW,” respectively.
The complaint alleges that throughout the Class Period, Defendants made materially false and misleading statements about the Company’s business, operations and compliance policies. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) SeaStar and/or Legacy SeaStar had deficient compliance controls and procedures with respect to the HDE Application; (ii) accordingly, there were deficiencies in the HDE Application, the FDA was unlikely to approve the HDE Application in its current form, and the SCD’s approval prospects were exaggerated; (iii) the Company downplayed the true extent and severity of the deficiencies in its financial controls and procedures and overstated Defendants’ efforts to correct them; (iv) accordingly, SeaStar failed to properly account for the classification of certain outstanding warrants and the Prepaid Forward Agreement; (v) as a result, SeaStar was likely to restate one or more of its previously published financial statements; (vi) accordingly, SeaStar’s business and financial prospects following the Merger were overstated; and (vii) as a result, the Company’s public statements were materially false and misleading at all relevant times.
On May 9, 2023, SeaStar announced that it had received a letter from the FDA’s Center for Biologics Evaluation and Research denying the Company’s HDE application for its pediatric SCD because “the application is not approvable in its current form(.)”. SeaStar’s Chief Executive Officer, Defendant Eric Schlorff (“Schlorff”), also disclosed that the Company had “a number of (alleged) joint meetings and correspondences” with the FDA over the past 10 months, repeatedly “responded to the Agency’s recommendations”, and that there were “current deficiencies that the Agency cites in its letter(.)”.
On this news, SeaStar’s stock price fell $0.77 per share, or 39.69%, to close at $1.17 per share on May 10, 2023.
Then, on March 27, 2024, SeaStar announced that it would restate its financial statements for the fiscal year ended December 31, 2022 and 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 “the adjustment … relates to the reporting of non-cash accounting items,” noting that “due to the difficult market conditions at the time, we were pursuing a (SPAC) as our path to becoming a public company in late 2022,” but that “many SPACs, including ours, relied on a variety of complex financial instruments” and that “we (unfortunately) determined that certain complex financial instruments required different accounting treatment than our prior assessment, resulting in the need for an adjustment.”
On this news, SeaStar’s stock price fell approximately $0.04 per share, or 4.84%, to close at approximately $0.71 per share on March 27, 2024.
For more information about the SeaStar class action lawsuit, please visit: https://bespc.com/cases/ICU
Bolt Biotherapeutics, Inc. (NASDAQ: BOLT)
Teaching period: February 5, 2021 – May 14, 2024
Deadline for lead plaintiff: September 3, 2024
According to the complaint, throughout the Class Period, defendants made materially false and misleading statements about the Company’s business, operations and prospects. Specifically, defendants made false and/or misleading statements and/or failed to disclose that: (i) BDC-1001 was less effective than the Company represented to investors and was unlikely to meet pre-established success criteria; (ii) accordingly, defendants overstated the clinical and/or commercial prospects of Bolt’s product pipeline, which the Company primarily relies on to sustain its business model; (iii) all of which exposed the Company to an increased risk of disruptive leadership changes and significant reductions in personnel; and (iv) as a result, the Company’s public statements were materially false and misleading at all relevant times.
For more information about the Bolt class action lawsuit, please visit: https://bespc.com/cases/BOLT
About Bragar Eagel & Squire, PC:
Bragar Eagel & Squire, PC is a nationally recognized law firm with offices in New York, California and South Carolina. The firm represents individual and institutional investors in commercial, securities, derivatives and other complex litigation in state and federal courts across the country. For more information about the firm, visit www.bespc.com. Attorney advertising. Past results do not guarantee similar results.
Contact information:
Bragar Eagle & Squire, PC
Brandon Walker, Esq.
Marion Passmore, Esq.
(212) 355-4648
[email protected]
www.bespc.com
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