SeaStar Medical Holding Corp SEC Filings

SeaStar Medical Holding Corp reported an initial insider ownership filing for its Chief Financial Officer, Michael Messinger. The report shows he beneficially owns 3,000 shares of common stock, held directly, as of 11/14/2025. This documents the equity stake of a key executive and does not describe any specific stock transactions.

SeaStar Medical Holding Corporation is registering the offer and sale of up to $1,901,000 of its common stock under an at-the-market program with H.C. Wainwright & Co. acting as sales agent. The company previously established an ATM facility with an aggregate offering price of $2,279,989, of which $1,170,258 of common stock had been sold as of November 6, 2025. This supplement amends the prior prospectus to align the maximum amount that may be sold with the limits of General Instruction I.B.6 of Form S-3, which currently permits offerings up to an aggregate price of $1,901,390. SeaStar’s public float held by non-affiliates is stated as $44,394,521, based on 35,802,033 shares at $1.24 per share, and the company notes it has sold $12,896,813 of common stock under these I.B.6 limits over the prior 12-month period.

SeaStar Medical Holding Corporation reported that its Board of Directors appointed Michael Messinger, age 51, as Chief Financial Officer, effective November 14, 2025. He brings more than two decades of finance and accounting experience in drug discovery and development, including serving as CFO of ContraFect Corporation from October 2018 to November 2023 and holding senior roles at Lexicon Pharmaceuticals and Coelacanth Corporation.

The company has engaged Mr. Messinger under a consulting agreement dated October 31, 2025, under which he will receive a monthly fee of $15,000, and the company may terminate the agreement at any time with 30 days’ notice. SeaStar also filed the consulting agreement and a press release announcing his appointment as exhibits.

SeaStar Medical Holding Corporation (ICU) called a special stockholder meeting for December 18, 2025 at 10 am MST (virtual) to vote on capital structure changes. The Board seeks approval to effect a 1-for-10 reverse stock split of common stock at the Board’s discretion within one year, with fractional shares rounded up to the nearest whole share and no change to par value.

The Board also proposes reducing authorized common shares by 25,000,000 to 425,000,000, and an adjournment option if more time is needed to secure votes. The company cites Nasdaq’s $1.00 minimum bid requirement and potential delisting risk as key reasons to pursue the reverse split, noting the common stock closed at $0.5506 on November 3, 2025. Holders of record on November 3, 2025 may vote; 35,865,834 shares were outstanding as of that date. The Board recommends voting FOR all proposals.

SeaStar Medical Holding Corp. (ICU) reported Q3 2025 results showing early commercial traction and a strengthened balance sheet, alongside continued operating losses. Net revenue was $183 thousand for the quarter and $814 thousand for the first nine months, reflecting initial sales of QUELIMMUNE, the FDA-approved pediatric SCD therapy. Q3 net loss was $3.5 million, improving from $4.5 million a year ago, as operating expenses declined.

Cash rose to $13.8 million as of September 30, 2025, up from $1.8 million at year-end, driven by equity financings and warrant exercises. Stockholders’ equity improved to $11.5 million from a deficit at December 31, 2024, with 34.1 million shares outstanding at quarter-end and 36.0 million as of November 7, 2025. Management disclosed “substantial doubt” about the company’s ability to continue as a going concern, noting that additional capital is needed to fund operations and clinical programs. Subsequent to quarter-end, the company raised $1.2 million gross via its ATM and financed its D&O insurance with a short-term note.

SeaStar Medical Holding Corporation filed an 8-K stating it has furnished a press release with results for the three and nine months ended September 30, 2025, as Exhibit 99.1 under Item 2.02.

The information is furnished, not filed, under the Exchange Act, is not subject to Section 18 liabilities, and is not incorporated by reference. The company’s securities trade on Nasdaq as ICU (common) and ICUCW (warrants).

SeaStar Medical Holding Corporation called a virtual special meeting to seek stockholder approval for three items: a 1‑for‑10 reverse stock split, a reduction of authorized common shares by 25,000,000 to 425,000,000, and the ability to adjourn the meeting if needed. The meeting is set for December 18, 2025 at 10 am MST.

Under the reverse split, the Board may implement the action in its sole discretion within one year after the meeting; authorized share counts would not change under this item, and fractional shares would be rounded up to the nearest whole share. Proposal 2 would amend the charter to decrease authorized common shares to 425,000,000. The Board recommends voting FOR all proposals.

The company notes the reverse split is intended to help address Nasdaq’s minimum bid price requirement of $1.00 and preserve listing. Holders of record on November 3, 2025 may vote; shares outstanding were 35,865,834 as of that date. Each proposal passes with a majority of votes cast; abstentions and broker non‑votes have no effect.

SeaStar Medical Holding Corporation launched an at‑the‑market offering of up to $2,279,989 of common stock under its S‑3 shelf, with H.C. Wainwright as sales agent. Sales may be made on Nasdaq or otherwise at prevailing prices. Wainwright will receive a 3.0% cash commission on gross sales, and will be deemed an underwriter for these transactions.

The company intends to use net proceeds for general corporate purposes. As of October 10, 2025, ICU last traded at $0.5716 and its listed warrants at $0.0301. SeaStar notes its public float was $42,019,639 (33,886,805 non‑affiliate shares at $1.24) and that it remains subject to Form S‑3 I.B.6 limits; it sold $11,726,556 over the prior 12 months. Nasdaq has notified the company of $1.00 minimum bid non‑compliance; SeaStar has until January 27, 2026 to regain compliance. If all ATM shares were sold at $0.5716, common stock outstanding would rise to up to 38,085,204 shares; the actual number depends on sale prices.