SeaStar Medical Holding Corp SEC Filings

SeaStar Medical Holding Corporation filed an amendment to its current report to correct an inadvertent EDGAR submission header so the filing references Items 2.02 and 9.01. The amendment states it makes no changes to the substance of the original report.

The original report furnished a press release as Exhibit 99.1 announcing the company's financial condition and results for the three and six months ended June 30, 2025.

SeaStar Medical Holding Corporation (ICU) reported early commercial sales of its pediatric SCD product QUELIMMUNE, recognizing $338 thousand in revenue for the quarter and $631 thousand for the six months ended June 30, 2025. Gross profit was $311 thousand for the quarter and $604 thousand for six months; cost of goods sold was $27 thousand. The company recorded a net loss of $2.0 million for the quarter and $5.8 million for the six months, with a weighted-average share base of 11.33 million and basic and diluted net loss per share of $(0.18) and $(0.58), respectively.

The balance sheet shows $6.3 million in cash and $8.4 million in total assets as of June 30, 2025, and an accumulated deficit of $145.3 million. Management states it does not believe existing cash is sufficient to fund operations for 12 months and discloses substantial doubt about going concern. The filing details multiple 2025 equity financings (February, June, ATM proceeds) and subsequent July/August 2025 registered offerings, and notes receipt of a Nasdaq notice for bid-price noncompliance with a cure period to January 27, 2026.

Three reporting persons — Ayrton Capital LLC, Alto Opportunity Master Fund (Segregated Master Portfolio B) and Waqas Khatri — report beneficial ownership of 294,361 shares of SeaStar Medical Holding Corp common stock. The filing states these shares are issuable upon exercise of warrants and that the issuable shares are subject to a 9.99% beneficial ownership blocker. The calculation of the 2.56% holding uses 11,203,752 shares outstanding as the reference base.

This ownership is held through an investment vehicle managed by Ayrton Capital, with sole voting and dispositive power reported for each reporting person. The statement certifies the holdings were acquired and are held in the ordinary course of business.

SeaStar Medical Holding Corporation is registering the resale of up to 10,917,218 shares of common stock held by selling securityholders, comprised principally of shares issuable upon exercise of multiple private-placement warrants issued in July and August 2025. The company had 27,914,596 shares outstanding as of August 5, 2025 and would have 38,831,814 shares outstanding if all related warrants are exercised. SeaStar is a commercial-stage medical device company whose Selective Cytopheretic Device (SCD) received FDA Humanitarian Device Exemption approval for pediatric acute kidney injury on February 21, 2024 and shipped its first commercial pediatric SCD in July 2024. The SCD has received Breakthrough Device Designation for six indications and is in a pivotal adult AKI trial. Financially, the company reported an accumulated deficit of $143.3 million and negative working capital of $0.2 million as of March 31, 2025, and its auditors noted substantial doubt about its ability to continue as a going concern. Recent financings include registered direct offerings and concurrent warrant placements in July and August 2025. Nasdaq has previously issued compliance notices and the company currently faces a minimum bid price deficiency notice with a cure period to January 27, 2026.

SeaStar Medical Holding Corporation disclosed it has resumed an at-the-market equity offering after suspending sales on July 10, 2025. The company previously sold an aggregate of $6.8 million of common stock under the ATM program and had earlier terminated the continuous offering tied to an initial aggregate offering price of $25,000,000. As of August 8, 2025, SeaStar will resume sales under the Company’s effective Form S-3 for an additional aggregate offering price of $2,166,305. Proceeds, if any, will be used for general corporate purposes, and there is no minimum offering amount so total shares and proceeds are not determinable. Legal opinion and related exhibits are filed with the report.

SeaStar Medical Holding Corporation filed a prospectus supplement to sell up to $2,160,113 of common stock through an at-the-market program with H.C. Wainwright, which will receive a 3.0% commission on sales. The company emphasizes its FDA pediatric Humanitarian Device Exemption approval (received February 21, 2024) and shipment of its first commercial pediatric SCD in July 2024, plus multiple FDA Breakthrough Device Designations and an ongoing pivotal adult AKI trial.

The filing discloses material financial and listing risks: an auditor’s going-concern emphasis, positive working capital of $2.6 million as of June 30, 2025 but recurring losses, large warrant and potential dilution overhang (tens of millions of shares issuable), and a Nasdaq notice for failing the $1.00 minimum bid price with 180 days to cure (notice dated July 31, 2025). The company also implemented indefinite 20% reductions to certain executive salaries and director fees to conserve cash.

SeaStar Medical Holding Corporation is registering 1,500,000 shares of its common stock for issuance under the Amended and Restated 2022 Omnibus Incentive Plan, reflecting a shareholder-approved amendment to that plan. The registration also covers any additional shares issuable under Rule 416 for stock dividends, splits or similar adjustments. The filing incorporates prior S-8 registrations for the same plan (listing 50,800, 47,200 and 472,456 shares after giving effect to a 1-for-25 reverse stock split) and notes the reverse split that adjusted share amounts.

The document incorporates the company’s recent annual and quarterly reports by reference, includes an exhibit index identifying the amended plan as Exhibit 99.1, and is signed by the CEO and other officers and directors, with a standard power of attorney for amendments. The filing itself does not disclose the company’s total outstanding shares or provide financial performance data.