SeaStar Medical Holding Corp SEC Filings

SeaStar Medical Holding Corporation (NASDAQ: ICU) has entered into a Securities Purchase Agreement with institutional investors to raise approximately $3.6 million in net proceeds through a registered direct offering and concurrent private placement.

• Securities sold: 4,841,232 common shares and 401,232 pre-funded warrants (exercise price $0.001) were issued at a combined offering price of $0.763 (or $0.762 for the pre-funded warrant units).
• Additional warrants: Investors received 5,242,464 five-year common warrants exercisable at $0.638 per share. A further 366,972 warrants were issued to the placement agent at an exercise price of $0.9538 and expire on 10 July 2030.
• Gross vs. net proceeds: After 7.0% placement fee, 1.0% management fee, $40,950 in fixed fees, and reimbursable expenses, the Company expects to net roughly $3.6 million (gross figure not explicitly stated).
• Use of proceeds: General corporate purposes, including public-company costs.
• Closing & registration: Offering expected to close 11 July 2025. Shares and pre-funded warrants were issued under the Company’s effective Form S-3 shelf (File No. 333-275968). Common and placement agent warrant shares were issued under Section 4(a)(2)/Rule 506(b); the Company must file a resale registration statement within 30 days of 10 June 2025.
• Ownership caps: Exercisability of both warrant classes limited to 4.99% or 9.99% beneficial ownership, at holder election.
• Lock-ups: The Company is restricted from issuing additional equity for 45 days (general) and from variable-rate transactions for six months, with customary exceptions.

The transaction introduces up to 10.85 million additional shares (assuming full exercise of all warrants and pre-funded warrants), materially increasing the Company’s fully diluted share count while improving near-term liquidity.

SeaStar Medical Holding Corporation (Nasdaq: ICU) is raising new equity through a registered direct offering of 4,841,232 common shares at $0.763 per share ($4.0 million gross / $3.6 million net after fees). Simultaneously, the company will issue 401,232 pre-funded warrants (exercise price $0.001) to investors that would otherwise breach a 4.99% (optionally 9.99%) ownership cap. Each share or pre-funded warrant is accompanied by a Purchase Warrant (private placement, not registered) to buy one share at $0.638, exercisable immediately and expiring five years after an S-1 resale registration becomes effective. In aggregate, 5,242,464 Purchase Warrants will be issued.

The placement is led by H.C. Wainwright on a best-efforts basis. Compensation includes (i) cash fees of 8% of gross proceeds (7% placement +1% management), (ii) up to $90,950 in expenses, and (iii) unregistered placement-agent warrants for 366,972 shares (7% of shares sold) with a $0.9538 exercise price (125% of the offering price) and a five-year term.

Capital structure impact: shares outstanding will rise from 17.34 million to 22.59 million (excluding warrant exercises). As adjusted net tangible book value increases from $0.061 to $0.307 per share, implying immediate dilution of $0.456 to investors buying in this offer. The warrant overhang totals roughly 18 million shares (existing 12.5 m warrants plus 5.6 m new purchase/PA warrants) before considering incentive equity.

Use of proceeds: unspecified “general corporate purposes”. Management notes ongoing liquidity pressures, negative working capital ($0.25 m as of 3/31/25) and a going-concern warning. The $3.6 m net raise extends, but does not resolve, funding needs for regulatory trials and commercialization of the Selective Cytopheretic Device (SCD).

Nasdaq compliance: the company regained the $2.5 m stockholders’ equity requirement on 7/1/25 but must raise additional funds by end-July to remain compliant. A one-year “mandatory panel monitor” remains in effect until 7/1/26.

Strategic backdrop: SeaStar is commercializing the SCD platform. It received FDA HDE approval (Feb 2024) for pediatric AKI, shipped first commercial units in July 2024, and is running an adult AKI pivotal trial. Management implemented executive bonus waivers and 20% salary/board retainer cuts to conserve cash.

Key risks disclosed: substantial doubt about going-concern, potential Nasdaq delisting, heavy dilution from future financings, thin liquidity for warrants, and limited control over proceeds deployment.

SeaStar Medical Holding Corp. (Nasdaq: ICU) has filed a Rule 424(b)(5) prospectus supplement dated 10 July 2025 to pause its at-the-market (ATM) equity program with H.C. Wainwright. The existing prospectus, issued 2 April 2025, permitted sales of up to $7.433 million in common stock; the company has already sold $1.191 million, leaving $6.242 million available. Effective immediately, no additional shares will be issued under the current prospectus, limiting near-term dilution, although the underlying Offering Agreement remains valid and the company may resume sales after filing a new supplement. ICU shares last traded at $0.7151 on 9 July 2025. Investors should review the referenced risk factors for dilution, financing, and operational risks.

The Form 8-K discloses results of SeaStar Medical Holding Corporation’s July 3, 2025 virtual annual meeting. Shareholders elected Class III directors Eric Schlorff and Kenneth Van Heel to terms expiring in 2028. Four governance and financing proposals were also approved:

• Equity Incentive Plan expansion: the 2022 Omnibus Plan share pool rises from 570,457 to 2,070,457 post-reverse-split and the evergreen provision is removed (1.83 m for / 1.12 m against). The wider pool increases potential equity compensation by >260% and may dilute existing holders.
• Lincoln Park financing capacity: shareholders authorised future issuances that could lift Lincoln Park’s ownership above 19.99% (2.60 m for / 0.37 m against), providing at-the-market capital but also further dilution risk.
• Auditor ratification: WithumSmith+Brown, PC was ratified with 6.17 m votes for and minimal opposition, supporting audit continuity.
• Adjournment flexibility passed if future proxy solicitation is needed.

Overall, the meeting strengthens board continuity and secures flexible financing tools, but materially increases the authorised share count—signalling potential dilution that investors should monitor.

On July 1, 2025, SeaStar Medical Holding Corporation (ICU) Chief Medical Officer Kevin Chung filed a Form 4 disclosing the vesting and conversion of 5,000 restricted stock units (RSUs) into common shares. The transaction was coded “M,” signifying a conversion of derivative equity awards rather than an open-market purchase, and carried a price of $0 per share.

After the transaction, Dr. Chung now directly owns 48,184 ICU shares. This figure incorporates 25,000 shares that were previously reported as unvested RSUs in Table II and have been moved to Table I. The filing also corrects a prior one-share rounding error, and no derivative RSUs remain reportable from this grant.

The RSUs originated from a November 15, 2024 grant of 15,000 units that vest in three equal annual tranches beginning July 1, 2024; the current filing reflects the first installment. Because the shares were received under a pre-arranged compensation plan at no cost, the event does not inject new capital into the company nor constitute an open-market confidence signal. Nevertheless, it modestly increases insider equity alignment and provides transparency regarding executive compensation.