SeaStar Medical Announces $4.4 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules
SeaStar Medical (NASDAQ: ICU) has announced a registered direct offering priced at-the-market, aiming to raise $4.4 million in gross proceeds. The company will issue 4,960,544 shares of common stock at $0.887 per share.
Additionally, in a concurrent private placement, SeaStar will issue unregistered warrants to purchase up to 4,960,544 shares with an exercise price of $0.762 per share. The warrants will be exercisable immediately and expire after five years. The offering, managed by H.C. Wainwright & Co., is expected to close around August 1, 2025.
The company plans to use the net proceeds for general corporate purposes, including working capital and capital expenditures.
SeaStar Medical (NASDAQ: ICU) ha annunciato un'offerta diretta registrata a prezzo di mercato, con l'obiettivo di raccogliere 4,4 milioni di dollari di proventi lordi. La società emetterà 4.960.544 azioni ordinarie a 0,887 dollari per azione.
Inoltre, in un collocamento privato simultaneo, SeaStar emetterà warrant non registrati per acquistare fino a 4.960.544 azioni con un prezzo di esercizio di 0,762 dollari per azione. I warrant saranno esercitabili immediatamente e scadranno dopo cinque anni. L'offerta, gestita da H.C. Wainwright & Co., dovrebbe concludersi intorno al 1 agosto 2025.
La società prevede di utilizzare i proventi netti per scopi aziendali generali, inclusi capitale circolante e spese in conto capitale.
SeaStar Medical (NASDAQ: ICU) ha anunciado una oferta directa registrada a precio de mercado, con el objetivo de recaudar 4,4 millones de dólares en ingresos brutos. La compañía emitirá 4.960.544 acciones ordinarias a 0,887 dólares por acción.
Además, en una colocación privada concurrente, SeaStar emitirá garantías no registradas para comprar hasta 4.960.544 acciones con un precio de ejercicio de 0,762 dólares por acción. Las garantías serán ejercitables de inmediato y expirarán después de cinco años. La oferta, gestionada por H.C. Wainwright & Co., se espera que cierre alrededor del 1 de agosto de 2025.
La compañía planea usar los ingresos netos para fines corporativos generales, incluyendo capital de trabajo y gastos de capital.
SeaStar Medical (NASDAQ: ICU)는 시장 가격으로 등록 직접 공모를 발표했으며, 총 440만 달러의 총수익을 목표로 하고 있습니다. 회사는 4,960,544주의 보통주를 주당 0.887달러에 발행할 예정입니다.
또한, 동시 사모 배정으로 SeaStar는 주당 0.762달러의 행사가격으로 최대 4,960,544주를 구매할 수 있는 미등록 워런트를 발행합니다. 워런트는 즉시 행사 가능하며 5년 후 만료됩니다. 이 공모는 H.C. Wainwright & Co.가 관리하며, 2025년 8월 1일경 마감될 예정입니다.
회사는 순수익을 일반 기업 목적, 즉 운전자본 및 자본 지출에 사용할 계획입니다.
SeaStar Medical (NASDAQ : ICU) a annoncé une offre directe enregistrée au prix du marché, visant à lever 4,4 millions de dollars de produits bruts. La société émettra 4 960 544 actions ordinaires au prix de 0,887 dollar par action.
De plus, dans le cadre d’un placement privé simultané, SeaStar émettra des bons de souscription non enregistrés permettant d’acheter jusqu’à 4 960 544 actions à un prix d’exercice de 0,762 dollar par action. Ces bons seront exerçables immédiatement et expireront après cinq ans. L’offre, gérée par H.C. Wainwright & Co., devrait se clôturer aux alentours du 1er août 2025.
La société prévoit d’utiliser le produit net à des fins générales d’entreprise, notamment pour le fonds de roulement et les dépenses d’investissement.
SeaStar Medical (NASDAQ: ICU) hat ein registriertes Direktangebot zum Marktpreis angekündigt, mit dem Ziel, 4,4 Millionen US-Dollar Bruttoerlös zu erzielen. Das Unternehmen wird 4.960.544 Stammaktien zu 0,887 US-Dollar pro Aktie ausgeben.
Zusätzlich wird SeaStar im Rahmen einer gleichzeitigen Privatplatzierung nicht registrierte Warrants ausgeben, mit denen bis zu 4.960.544 Aktien zu einem Ausübungspreis von 0,762 US-Dollar pro Aktie gekauft werden können. Die Warrants sind sofort ausübbar und laufen nach fünf Jahren ab. Das Angebot, das von H.C. Wainwright & Co. verwaltet wird, soll voraussichtlich um den 1. August 2025 abgeschlossen werden.
Das Unternehmen plant, die Nettoerlöse für allgemeine Unternehmenszwecke zu verwenden, einschließlich Betriebskapital und Investitionsausgaben.
- Immediate access to $4.4 million in gross proceeds to strengthen financial position
- Additional potential funding through warrant exercises at $0.762 per share
- Offering is conducted under existing shelf registration, streamlining the process
- Significant dilution for existing shareholders with 4,960,544 new shares being issued
- Additional potential dilution from warrant exercises
- Offering price of $0.887 represents a discount to market price
Insights
SeaStar Medical's $4.4M at-the-market offering significantly dilutes shareholders while providing minimal operating runway.
SeaStar Medical is conducting a $4.4 million registered direct offering priced at-the-market, issuing nearly 5 million shares at $0.887 per share. This financing structure reveals concerning aspects about the company's current financial position.
The pricing at $0.887 suggests the stock is trading at sub-dollar levels, often a warning sign for Nasdaq-listed companies as it risks non-compliance with listing requirements. The simultaneous issuance of warrants with an exercise price of $0.762 (lower than the offering price) indicates additional potential dilution and suggests weak negotiating leverage with investors.
This capital raise appears to be a stopgap measure rather than strategic growth financing. The stated use of proceeds for "general corporate purposes" and "working capital" typically signals funds needed for ongoing operations rather than expansion. For a company described as "commercial-stage," relying on dilutive financing at these terms suggests inadequate revenue generation to sustain operations.
The substantial dilution from issuing nearly 5 million new shares likely represents a significant percentage of the outstanding share count, given the current share price. Moreover, the potential exercise of all warrants would double this dilution. This financing structure, combined with the vague use of proceeds and the involvement of a specialized placement agent, indicates SeaStar is facing challenging financial circumstances while attempting to extend its operational runway.
DENVER, July 31, 2025 (GLOBE NEWSWIRE) -- SeaStar Medical Holding Corporation (Nasdaq: ICU), a commercial-stage healthcare company focused on transforming treatments for critically ill patients facing organ failure and potential loss of life, today announced it has entered into a definitive agreement for the issuance and sale of an aggregate of 4,960,544 shares of its common stock (or common stock equivalents in lieu thereof) at a purchase price of
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
The closing of the offering is expected to occur on or about August 1, 2025, subject to the satisfaction of customary closing conditions. The gross proceeds from the offering are expected to be approximately
The shares of common stock (or common stock equivalents) described above (but not the unregistered warrants issued in the concurrent private placement or the shares of common stock underlying such unregistered warrants) are being offered by SeaStar Medical pursuant to a shelf registration statement on Form S-3 (File No. 333-275968) that was previously filed with the Securities and Exchange Commission (“SEC”) on December 8, 2023, and subsequently declared effective on December 22, 2023. The shares of common stock (or common stock equivalents) offered in the registered direct offering are being offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying base prospectus relating to, and describing the terms of, the registered direct offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying base prospectus relating to the offering, when available, may also be obtained by contacting H.C. Wainwright & Co., LLC, at 430 Park Ave., New York, New York 10022, by telephone at (212) 856-5711, or by email at placements@hcwco.com.
The unregistered warrants described above are being made in a transaction not involving a public offering and have not been registered under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506(b) of Regulation D promulgated thereunder and, along with the shares of common stock underlying such unregistered warrants, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the unregistered warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement with the SEC or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About SeaStar Medical
SeaStar Medical is a commercial-stage healthcare company focused on transforming treatments for critically ill patients facing organ failure and potential loss of life. SeaStar’s first commercial product, QUELIMMUNE (SCD-PED), was approved in 2024 by the U.S. Food and Drug Administration (FDA). It is the only FDA approved product for the ultra-rare condition of life-threatening acute kidney injury (AKI) due to sepsis or a septic condition in critically ill pediatric patients. SeaStar’s Selective Cytopheretic Device (SCD) therapy has been awarded Breakthrough Device Designation for six therapeutic indications by the FDA, enabling the potential for a speedier pathway to approval and preferable reimbursement dynamics at commercial launch. The company is currently conducting a pivotal trial of its SCD therapy in adult patients with AKI requiring continuous renal replacement therapy, a life-threatening condition with no effective treatment options that impacts over 200,000 adults in the U.S. annually.
For more information visit www.seastarmedical.com or visit us on LinkedIn or X.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1955. These forward-looking statements include, without limitation, statements related to the timing and completion of the registered direct offering and concurrent private placement, the satisfaction of customary closing conditions related to the registered direct offering and concurrent private placement, and the intended use of proceeds therefrom. Words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside SeaStar Medical’s control and are difficult to predict. Factors that may cause actual future events to differ materially from the expected results include, but are not limited to: (i) the risk that SeaStar Medical may not be able to obtain regulatory approval of its SCD product candidates; (ii) the risk that SeaStar Medical may not be able to raise sufficient capital to fund its operations, including current or future clinical trials; (iii) the risk that SeaStar Medical and its current and future collaborators are unable to successfully develop and commercialize its products or services, or experience significant delays in doing so, including failure to achieve approval of its products by applicable federal and state regulators, (iv) the risk that SeaStar Medical may never achieve or sustain profitability; (v) the risk that SeaStar Medical may not be able to secure additional financing on acceptable terms; (vi) the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations, (vii) the risk of product liability or regulatory lawsuits or proceedings relating to SeaStar Medical’s products and services, (viii) the risk that SeaStar Medical is unable to secure or protect its intellectual property, and (ix) market and other conditions, and (x) other risks and uncertainties indicated from time to time in SeaStar Medical’s Annual Report on Form 10-K, including those under the “Risk Factors” section therein and in SeaStar Medical’s other filings with the SEC. The foregoing list of factors is not exhaustive. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and SeaStar Medical assumes no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
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