SeaStar Medical Announces Exercise of Warrants for Approximately $3.3 Million Gross Proceeds

The new warrants carry five-year and eighteen-month expiration periods measured from the resale registration statement’s effective date.

Rhea-AI Summary

SeaStar Medical (Nasdaq: ICU) entered warrant-exercise agreements on October 2, 2026, expected to generate approximately $3.3 million in gross proceeds. The agreements cover immediate exercise of outstanding warrants for up to 854,002 common shares at a reduced price of $3.866 per share, versus original exercise prices of $6.38 to $7.62.

In exchange for cash exercise, SeaStar Medical will issue new warrants to purchase up to 1,708,004 common shares at $3.616 per share. These warrants are immediately exercisable and divided into two equal tranches with different expiration periods. Closing is expected on or about October 5, 2026, subject to customary closing conditions. Gross proceeds exclude placement agent fees and other offering expenses.

1 point · 0 major

NegativeiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.Warrant-exercise agreements provide expected gross proceeds of approximately $3.3 million before fees and offering expenses. 16% of market cap

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.Exercise of warrants for up to 854,002 shares adds dilution at $3.866, reduced from $6.38–$7.62.
• Minor point. Forward-looking: it has not happened yet and may not happen.New five-year warrants add potential dilution of up to 854,002 shares at $3.616, exercisable immediately.
• Minor point. Forward-looking: it has not happened yet and may not happen.New eighteen-month warrants add potential dilution of up to 854,002 shares at $3.616, exercisable immediately.
• Minor point. Forward-looking: it has not happened yet and may not happen.Placement agent fees and other offering expenses reduce the proceeds available to SeaStar Medical.

News Explained

Net proceeds are intended for general corporate purposes, potentially including working capital and capital expenditures.

The offering is described as expected to close on or about October 5, 2026, subject to customary conditions; the replacement warrants are set to be immediately exercisable and, if exercised, could add up to 1,708,004 shares, reducing existing holders’ percentage ownership.

The new warrants were offered in a private placement—securities sold to selected investors outside a public offering—and the company agreed to file a resale registration statement within 30 days of October 2 covering shares issuable on exercise.

Against the last reported quarter’s operating cash use, the $3.3 million gross proceeds equal 100.3 days at that rate; the June 30, 2026 cash and equivalents balance equals 211.5 days at the same rate.

Sources and calculations

• SeaStar Medical warrant exercise announcement (2026-10-05)
• Dilution (version supplied)
• Private placement / PIPE (version supplied)
• SeaStar Medical 2026 Q2 fundamentals (2026Q2)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $3,300,000 / ($2,994,000 / 91) = 100.3 days
• Available liquidity against the last reported quarterly operating outflow, in days at that rate $6,959,000 / ($2,994,000 / 91) = 211.5 days

Argus 15 min delay 14 alerts

-18.12% vs previous close $3.84 last price 54.2x rel. volume Open Argus

Details

Market move: ICU -18.12% vs previous close. Warrant exercise financing

-19.8% Trough in 34 min

$3.76 – $5.23 Day Range

$16.92M Market Cap

On Oct 5, the day this news came out, the latest delayed price for ICU is 18.12% below the previous close. Argus tracked a trough of -19.8% from its starting point during tracking. Our momentum scanner has recorded 14 alerts for this stock so far that day. The latest delayed price is $3.84. Relative volume is exceptionally heavy at 54.2x the average.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

Prior warrants exercised: Up to 854,002 shares Prior warrant exercise prices: $6.38–$7.62 per share Reduced exercise price: $3.866 per share +5 more

Prior warrants exercised

Up to 854,002 shares

Immediate cash exercise

Prior warrant exercise prices

$6.38–$7.62 per share

Original exercise-price range

Reduced exercise price

$3.866 per share

Price for immediate exercise of Prior Warrants

Gross proceeds

Approximately $3.3 million

Before placement agent fees and other offering expenses

New warrants

Up to 1,708,004 shares

New unregistered warrants issued for the cash exercise

New warrant exercise price

$3.616 per share

Exercise price of the new warrants

New warrant expiration terms

5 years and 18 months

Two warrant tranches; periods run from the Resale Registration Statement's effective date

Resale registration filing deadline

Within 30 days of October 2, 2026

Registration statement covering resale of shares issuable upon exercise of new warrants

Previous Offering Reports

3 past events · Latest: Jun 20

Same Type 3 events

1. Jun 20

   Public offering

   24h Move

   -63.9%

   Issued common shares and Series A and B warrants in a public offering.

2. Jul 10

   Registered offering

   24h Move

   -14.2%

   Announced a registered direct offering with common shares and accompanying warrants.

3. Jul 31

   Registered offering

   24h Move

   -22.4%

   Announced a registered direct offering with common shares and accompanying warrants.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

warrants, private placement, form s-1, registration statement, +1 more

5 terms

warrants financial

"outstanding warrants to purchase up to an aggregate of 854,002 shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

private placement financial

"offered in a private placement pursuant to an applicable exemption"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

form s-1 regulatory

"registered pursuant to effective registration statements on Form S-1"

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

registration statement regulatory

"file a registration statement within 30 days of October 2, 2026"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

securities act regulatory

"pursuant to an applicable exemption from the registration requirements of the Securities Act"

A securities act is a law that governs the offering, sale and disclosure of stocks, bonds and other investment products to the public. It requires companies to provide clear, truthful information—like a product label for an investment—so buyers can understand risks and value before they invest. For investors, these rules reduce fraud, promote transparency, and help ensure fair access to market information.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

DENVER, Oct. 05, 2026 (GLOBE NEWSWIRE) -- SeaStar Medical Holding Corporation (Nasdaq: ICU) (SeaStar Medical), a commercial-stage healthcare company focused on transformational treatments for critically ill patients facing organ failure and potential loss of life, today announced the entry into definitive agreements on October 2, 2026, for the immediate exercise of certain outstanding warrants to purchase up to an aggregate of 854,002 shares of SeaStar Medical’s common stock, originally issued in June 2025, July 2025 and August 2025 (collectively, the “Prior Warrants”), having exercise prices ranging from $6.38 to $7.62 per share, at a reduced exercise price of $3.866 per share, for aggregate gross proceeds of approximately $3.3 million, before deducting placement agent fees and other offering expenses. The shares of common stock issuable upon the exercise of the Prior Warrants are registered pursuant to effective registration statements on Form S-1 (Nos. 333-288065 and 333-289447).

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

In consideration for the immediate exercise of the Prior Warrants for cash, SeaStar Medical will issue new unregistered warrants to purchase up to 1,708,004 shares of common stock. The new warrants will have an exercise price of $3.616 per share, and will consist of (i) warrants to purchase up to 854,002 shares of common stock, exercisable immediately and expiring five years after the effective date of the Resale Registration Statement (as defined below), and (ii) warrants to purchase up to 854,002 shares of common stock, exercisable immediately and expiring eighteen months after the effective date of the Resale Registration Statement.

The offering is expected to close on or about October 5, 2026, subject to the satisfaction of customary closing conditions. SeaStar Medical intends to use the net proceeds of this offering for general corporate purposes, which may include additions to working capital and capital expenditures.

The new warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), and, along with the shares of common stock issuable upon their exercise, have not been registered under the Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption from such registration requirements. SeaStar Medical has agreed to file a registration statement within 30 days of October 2, 2026 with the SEC covering the resale of the shares of common stock issuable upon exercise of the new warrants (the “Resale Registration Statement”).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About SeaStar Medical

SeaStar Medical is a commercial-stage healthcare company focused on transformational treatments for critically ill patients facing organ failure and potential loss of life. SeaStar Medical’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 requiring renal replacement therapy (RRT) in critically ill pediatric patients. SeaStar Medical’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. SeaStar Medical is currently conducting the NEUTRALIZE-AKI pivotal clinical 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 1995. These forward-looking statements include, without limitation, statements related to the timing and completion of the offering, the satisfaction of customary closing conditions related to the offering 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; (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 does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Contact:  
IR@SEASTARMED.COM

QUELIMMUNE is a registered trademark of SeaStar Medical Holding Corporation.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much does SeaStar Medical expect to raise through the warrant exercise?

SeaStar Medical expects approximately $3.3 million in gross proceeds from exercise of outstanding warrants for up to 854,002 common shares at $3.866 per share. This amount is before placement agent fees and other offering expenses. Closing is expected on or about October 5, 2026.

When do SeaStar Medical’s new warrants expire?

The new warrants expire five years or eighteen months after the resale registration statement becomes effective, depending on the tranche. Each tranche covers up to 854,002 common shares, is exercisable immediately and has an exercise price of $3.616 per share.