Seastar Medical Holding Corporation

04/18/2024 | Press release | Distributed by Public on 04/18/2024 06:16

Certificate of Incorporation/Bylaws - Form 8-K

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 12, 2024, the Board of Directors (the "Board") of SeaStar Medical Holding Corporation (the "Company") approved the amendment and restatement of the Company's Amended and Restated Bylaws (the "Second Amended and Restated Bylaws") to, among other things:

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reduce the quorum threshold for meetings of stockholders from the holders of a majority of the common stock of the Company issued and outstanding and entitled to vote to the holders of at least 33 1/3% of the common stock of the Company issued and outstanding and entitled to vote; and

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remove the "Acting in Concert" definition and provisions in Section 2.12(a) and Section 2.12(b), so that a Proposing Stockholder (as defined in the Second Amended and Restated Bylaws) does not include a person who is "Acting in Concert" with any such stockholder or beneficial owner (or their respective affiliates and associates).

The foregoing summary of the Second Amended and Restated Bylaws is qualified in its entirety by reference to the text of the bylaws, which is attached as Exhibit 3.1 to this Form 8-K and is incorporated by reference into this Item 5.03.