SeaStar Medical (ICU) Meeting Adds Share Reserve, Clears Lincoln Park Issuance

Rhea-AI Filing Summary

The Form 8-K discloses results of SeaStar Medical Holding Corporation’s July 3, 2025 virtual annual meeting. Shareholders elected Class III directors Eric Schlorff and Kenneth Van Heel to terms expiring in 2028. Four governance and financing proposals were also approved:

• Equity Incentive Plan expansion: the 2022 Omnibus Plan share pool rises from 570,457 to 2,070,457 post-reverse-split and the evergreen provision is removed (1.83 m for / 1.12 m against). The wider pool increases potential equity compensation by >260% and may dilute existing holders.
• Lincoln Park financing capacity: shareholders authorised future issuances that could lift Lincoln Park’s ownership above 19.99% (2.60 m for / 0.37 m against), providing at-the-market capital but also further dilution risk.
• Auditor ratification: WithumSmith+Brown, PC was ratified with 6.17 m votes for and minimal opposition, supporting audit continuity.
• Adjournment flexibility passed if future proxy solicitation is needed.

Overall, the meeting strengthens board continuity and secures flexible financing tools, but materially increases the authorised share count—signalling potential dilution that investors should monitor.

Positive

• Board continuity maintained through re-election of two directors to 2028.
• Auditor ratified, supporting financial reporting stability.
• Financing flexibility gained via Lincoln Park agreement without immediate balance-sheet impact.

Negative

• Significant dilution risk: share pool for equity awards increased by >260%.
• Potential ownership concentration: Lincoln Park may exceed 19.99% stake after future issuances.
• Shareholder dissent: 38% voted against or abstained on equity plan, signalling concern.

Insights

Corporate Governance Expert

TL;DR: All proposals passed, boosting share reserve and financing options, but governance support remains adequate.

The re-election of two insiders ensures leadership stability, capturing roughly 85-90% of votes cast when broker non-votes are excluded. The equity plan expansion, while approved, received only ~62% support, highlighting shareholder sensitivity to dilution and pay structure; a >260% increase in shares reserved is unusually large for a micro-cap and will require clear performance alignment to avoid future opposition. Removing the evergreen clause reflects responsiveness to best-practice concerns. Ratification of the auditor by 98% is uncontroversial. Overall governance impact is neutral to mildly negative because shareholder rights were neither strengthened nor weakened, but potential dilution warrants scrutiny.

Portfolio Manager

TL;DR: Financing flexibility gained, but authorised share rise and Lincoln Park deal flag dilution risk—net negative.

Approval to sell stock above the 19.99% Nasdaq cap unlocks a sizeable equity line with Lincoln Park, indicating ongoing capital needs. Combined with the 1.5 million increase in option reserves, total potential issuance could exceed 40% of the current 5 million outstanding shares (post-split), materially diluting intrinsic value if executed near recent price levels. While access to capital is positive for liquidity and product pipeline funding, share overhang may pressure valuation and volatility. Investors should discount the probability and pricing of these issuances when modelling per-share metrics.

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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): July 03, 2025

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, each whole warrant exercisable for one share of Common Stock for $11.50 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 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of stockholders (the “Annual Meeting”) of SeaStar Medical Holding Corporation (the “Company”) was held virtually on July 3, 2025 at 10:00 a.m., Mountain Time. The following proposals were approved by the stockholders, each by the votes set forth below:

Proposal 1. To elect two Class III Directors to serve until the 2028 annual meeting of stockholders, or until their successors shall have been duly elected and qualified:

Nominee		Votes For				Votes Against				Abstentions				Broker Non-Votes
Eric Schlorff			2,369,794				417,751				183,652				3,364,458
Kenneth Van Heel			2,674,923				262,073				34,201				3,364,458

Proposal 2. To approve an amendment and restatement of the Company’s 2022 Omnibus Equity Incentive Plan (the “Plan”) to (i) increase the number of authorized shares of common stock ("Common Stock") from 570,457, as adjusted for a 1-for-25 reverse stock split, to 2,070,457 and (ii) remove the evergreen provision:

Votes For				Votes Against				Abstentions				Broker Non-Votes
	1,830,403				1,120,901				19,893				3,364,458

Proposal 3. To approve, in accordance with applicable rules of the Nasdaq Stock Market, the potential future sale and issuance of shares of our common stock to Lincoln Park in accordance with the Lincoln Park Purchase Agreement that would result in Lincoln Park owning in excess of 19.99% of the shares of our common stock outstanding immediately after giving effect to such sale:

Votes For				Votes Against				Abstentions				Broker Non-Votes
	2,596,164				372,389				2,644				3,364,458

Proposal 4. To ratify the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2025:

Votes For				Votes Against				Abstentions				Broker Non-Votes
	6,168,023				75,863				91,769				—

Proposal 5. To approve a proposal to adjourn or postpone the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, any of the proposals described above:

Votes For				Votes Against				Abstentions				Broker Non-Votes
	5,240,780				927,527				167,348				—

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:	July 8, 2025	Name:	Eric Schlorff
		Title:	Chief Executive Officer

FAQ

What were the results of SeaStar Medical's director elections (ICU)?

Shareholders elected Eric Schlorff (2,369,794 for) and Kenneth Van Heel (2,674,923 for) to serve until 2028.

How many additional shares were added to ICU's 2022 Omnibus Equity Incentive Plan?

The share reserve increased by 1.5 million, from 570,457 to 2,070,457 post-split.

Did SeaStar Medical approve the Lincoln Park share purchase agreement?

Yes, Proposal 3 passed with 2,596,164 votes for, permitting issuances that could push Lincoln Park above 19.99% ownership.

Who is SeaStar Medical's independent auditor for 2025?

WithumSmith+Brown, PC was ratified with 6,168,023 votes for.

What is the potential impact on ICU shareholders from the approved proposals?

While the company gains capital flexibility, the enlarged equity pool and Lincoln Park issuances could materially dilute existing shareholdings.