SeaStar Medical raises about $3.3M from warrants

The new warrants cover up to 1,708,004 shares, with resale-registration deadlines tied to the October 2 agreements.

Rhea-AI Filing Summary

SeaStar Medical Holding Corporation (ICU) completed the cash exercise of warrants covering 854,002 common shares at a reduced exercise price of $3.866 per share, generating approximately $3.3 million in gross proceeds before placement-agent fees and offering expenses. The closing occurred October 5, 2026. SeaStar intends to use net proceeds for general corporate purposes, which may include working capital and capital expenditures.

In connection with the exercise, holders received unregistered, immediately exercisable Series A and Series B warrants, each covering up to 854,002 shares at $3.616 per share. Series A warrants have a five-year term and Series B warrants an 18-month term, each measured from the effective date of the resale registration statement. SeaStar also issued its placement agent warrants for 59,780 shares at $4.8325 per share. The company agreed to file the resale registration statement within 30 calendar days after October 2, 2026, and to use commercially reasonable efforts to have it declared effective within 60 calendar days, or 90 calendar days in the case of an SEC full review.

Filing Explained

Beyond the completed warrant exercise, the agreements restrict SeaStar Medical: until 30 days after the October 5, 2026 closing, it may not issue, agree to issue, or announce common stock or equivalents, or file registration statements, and variable-rate transactions are barred for six months after closing, subject to exceptions.

8-K Event Classification

4 items: 1.01, 3.02, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Prior warrant shares exercised: 854,002 shares Reduced exercise price: $3.866 per share Gross proceeds: Approximately $3.3 million +5 more

8 metrics

Prior warrant shares exercised 854,002 shares Cash exercise closed October 5, 2026

Reduced exercise price $3.866 per share Prior Warrants

Gross proceeds Approximately $3.3 million Before placement-agent fees and offering expenses

Series A warrant shares Up to 854,002 shares Immediately exercisable

Series B warrant shares Up to 854,002 shares Immediately exercisable

New warrant exercise price $3.616 per share Series A and Series B warrants

Placement agent warrant shares Up to 59,780 shares Warrants issued to H.C. Wainwright or its designees

Placement agent warrant exercise price $4.8325 per share Placement agent warrants

Key Terms

Reduced Exercise Price, Resale Registration Statement, Variable Rate Transaction, Rule 506, +1 more

5 terms

Reduced Exercise Price financial

"at a reduced exercise price equal to $3.866 per share"

Resale Registration Statement regulatory

"registration statement providing for the resale of the New Warrant Shares"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

Variable Rate Transaction financial

"not to effect or agree to effect any Variable Rate Transaction"

Rule 506 regulatory

"Rule 506 promulgated under the Securities Act"

A Securities and Exchange Commission rule that lets companies sell securities without registering them with the SEC when they meet certain conditions, commonly used for private placements. It allows issuers to raise unlimited capital from accredited investors and, in some versions, a small number of knowledgeable non‑accredited investors; one version also permits public advertising if the seller takes steps to verify investor credentials. For investors, it signals a private offering with lighter disclosure and different protections than a public stock sale, similar to buying into a private club rather than a publicly traded marketplace.

commercially reasonable efforts regulatory

"use commercially reasonable efforts to have such Resale Registration Statement declared effective"

FAQ

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

How much gross cash did SeaStar Medical (ICU) receive from the warrant exercise?

SeaStar received approximately $3.3 million in gross proceeds from the cash exercise, before placement-agent fees and offering expenses.

How many shares can SeaStar Medical's new warrants cover?

The new warrants cover up to 1,708,004 shares in aggregate: up to 854,002 shares under Series A warrants and up to 854,002 shares under Series B warrants.

What resale registration deadlines did SeaStar Medical (ICU) agree to?

SeaStar agreed to file the resale registration statement as soon as reasonably practicable and within 30 calendar days after October 2, 2026. It agreed to use commercially reasonable efforts to have it declared effective within 60 calendar days, or 90 calendar days if the SEC conducts a full review.

What fees did SeaStar Medical agree to pay H.C. Wainwright?

SeaStar agreed to pay H.C. Wainwright & Co., LLC a cash fee equal to 7.0% of gross proceeds, a management fee equal to 1.0% of gross proceeds, $75,000 of non-accountable expenses, and $15,950 for its clearing fee.

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

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 5, 2026

SeaStar Medical Holding Corporation

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-39927	85-3681132
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3513 Brighton Blvd, Suite 410
Denver, Colorado		80216
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 844 427-8100

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock par value $0.0001 per share		ICU		The Nasdaq Stock Market LLC
Warrants, 250 whole warrants exercisable for one share of Common Stock for $2,875 per share		ICUCW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On October 2, 2026, SeaStar Medical Holding Corporation (the “Company”) entered into letter agreements (the “Letter Agreements”) with holders (the “Holders”) of certain of its issued and outstanding common stock purchase warrants (the “Prior Warrants”) to purchase an aggregate of 854,002 shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), pursuant to which the Holders exercised their Prior Warrants for cash at a reduced exercise price equal to $3.866 per share (the “Reduced Exercise Price”). The shares of Common Stock issued upon exercise of the Prior Warrants are registered pursuant to effective registration statements on Form S-1 (Nos. 333-288065 and 333-289447).

In addition, the Holders received new unregistered Series A common stock purchase warrants  (the “Series A Warrants”) exercisable for up to an aggregate of 854,002 shares of Common Stock (the “Series A Warrant Shares”) and new unregistered Series B common stock purchase warrants (the “Series B Warrants” and, together with the Series A Warrants, the “New Warrants”) exercisable for up to an aggregate of 854,002 shares of Common Stock (the “Series B Warrant Shares” and, together with the Series A Warrant Shares, the “New Warrant Shares”). The New Warrants are immediately exercisable and have an exercise price of $3.616 per share. The Series A Warrants have a term of exercise equal to five years from the effective date of the Resale Registration Statement (as defined below), and the Series B Warrants have a term of exercise equal to 18 months from the effective date of the Resale Registration Statement.

The Company has agreed to file a registration statement providing for the resale of the New Warrant Shares issuable upon the exercise of the New Warrants (the “Resale Registration Statement”) as soon as reasonably practicable (and in any event within 30 calendar days) after the date of the Letter Agreements, October 2, 2026, and to use commercially reasonable efforts to have such Resale Registration Statement declared effective by the Securities and Exchange Commission (the “SEC”) within 60 calendar days following the date of the Letter Agreements (or within 90 calendar days following the date of the Letter Agreements in case of a “full review” of such registration statement by the SEC) and to keep the Resale Registration Statement effective at all times until no holder of the New Warrants owns any New Warrants or New Warrant Shares. Pursuant to the Letter Agreements, the Company agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Common Stock or Common Stock equivalents or file any registration statement or any amendment or supplement to any existing registration statement (in each case, subject to certain exceptions) until 30 calendar days after the closing of the offering. The Company also agreed not to effect or agree to effect any Variable Rate Transaction (as defined in the Letter Agreements) until six months after the closing of the offering (subject to certain exceptions).

The gross proceeds to the Company from the exercise of the Prior Warrants were approximately $3.3 million prior to deducting placement agent fees and offering expenses. The closing of the offering occurred on October 5, 2026. The Company intends to use the net proceeds from this offering for general corporate purposes, which may include additions to working capital and capital expenditures.

H.C. Wainwright & Co., LLC (“Wainwright”) acted as the exclusive placement agent for the offering pursuant to an engagement agreement between the Company and Wainwright dated as of September 24, 2026. As compensation for such placement agent services, the Company has agreed to pay Wainwright an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company from the offering, plus a management fee equal to 1.0% of the gross proceeds received by the Company from the offering, $75,000 of non-accountable expenses and $15,950 for its clearing fee. The Company has also issued to Wainwright or its designees warrants to purchase up to an aggregate of 59,780 shares of Common Stock (the “PA Warrants” and the shares of Common Stock issuable upon exercise of the PA Warrants, the “PA Warrant Shares”). The PA Warrants are immediately exercisable, have a term of five years from the effective date of the Resale Registration Statement, and have an exercise price of $4.8325 per share.

The New Warrants, PA Warrants, New Warrant Shares and PA Warrant Shares were sold and issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. Such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy the Company’s securities nor shall there be any sale of the 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.

The foregoing summaries of the Series A Warrants, the Series B Warrants, the PA Warrants, and the Letter Agreements do not purport to be complete and are subject to, and qualified in their entirety by reference to, the forms of such documents, which are incorporated herein by reference to Exhibits 4.1, 4.2, 4.3, and 10.1, respectively, to this Current Report on Form 8-K.

1

Item 3.02 Unregistered Sales of Equity Securities.

To the extent required by Form 8-K, the disclosures in Item 1.01 above regarding the unregistered securities are incorporated herein by reference.

Item 8.01 Other Events.

On October 5, 2026, the Company issued a press release announcing the entry into the Letter Agreements, which has been filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Form of Series A Warrant
4.2		Form of Series B Warrant
4.3		Form of Placement Agent Warrant
10.1		Form of Letter Agreement, between the Company and the holders signatory thereto
99.1		Press Release, dated October 5, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SeaStar Medical Holding Corporation

		By:	/s/ Eric Schlorff
Date:	October 5, 2026	Name:	Eric Schlorff
		Title:	Chief Executive Officer

Exhibit 99.1

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

DENVER, CO., October 5, 2026 – 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.

1

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.

# # #

Filing Exhibits & Attachments

9 documents

Press Releases

• EX-99.1 PRESS RELEASE, DATED OCTOBER 5, 2026 13.3 KB

Agreements & Contracts

• EX-10.1 FORM OF LETTER AGREEMENT, BETWEEN THE COMPANY AND THE HOLDERS SIGNATORY THERETO 59.5 KB

Other Documents

• EX-4.1 FORM OF SERIES A WARRANT 108.9 KB
• EX-4.2 FORM OF SERIES B WARRANT 106.6 KB
• EX-4.3 FORM OF PLACEMENT AGENT WARRANT 106.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 14.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.1 KB