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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 10, 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
1.01. Entry into a Material Definitive Agreement
Securities
Purchase Agreement
On July 10, 2025, SeaStar
Medical Holdings Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with certain institutional investors (the “Purchasers”), pursuant to which the Company sold and issued to the Purchasers,
(i) in a registered direct offering, 4,841,232 shares of the Company’s common stock (the “Shares”), par value $0.0001
per share (“Common Stock”), and pre-funded warrants to purchase up to 401,232 shares of Common Stock (the “Pre-Funded
Warrants”) at an exercise price of $0.001 per share, and (ii) in a concurrent private placement, warrants to purchase up to an
aggregate of 5,242,464 shares of Common Stock (the “Common Warrants”) at an exercise price of $0.638 per share. The combined
offering price for each Share and accompanying Common Warrant was $0.763, and the combined offering price for each Pre-Funded Warrant
and accompanying Common Warrant was $0.762. The Common Warrants are exercisable upon issuance and will expire on the fifth anniversary
of the effective date of the registration statement filed by the Company registering the resale of the shares of common stock underlying
the Common Warrants. The Pre-Funded Warrants will not expire and are exercisable commencing on the date of issuance and at any time until
all of the Pre-Funded Warrants are exercised in full. Such registered direct offering and concurrent private placement are referred to
herein as the “Offering.”
Pursuant
to an engagement agreement (as amended, the “Engagement Agreement”) with H.C. Wainwright & Co., LLC (the “Placement
Agent”), the Company agreed to pay the Placement Agent in connection with the Offering (i) a cash fee equal to 7.0% of the aggregate
gross proceeds received in the Offering, (ii) a management fee equal to 1.0% of the aggregate gross proceeds received in the Offering,
(iii) a non-accountable expense allowance of $25,000, (iv) reimbursement of up to $50,000 for legal fees and expenses and other out of
pocket expenses, and (v) closing fee of $15,950. Also pursuant to the Engagement Agreement, the Company, in connection with the Offering,
agreed to issue to the Placement Agent or its designees warrants (the “Placement Agent Warrants”) to purchase up to an aggregate
of 366,972 shares of Common Stock (the “Placement Agent Warrant Shares”). The Placement Agent Warrants will have an exercise
price of $0.9538 per share (which represents 125% of the offering price per Share and accompanying Common Warrant), are exercisable upon
issuance and will expire on July 10, 2030 and will be exercisable upon issuance.
The
net proceeds of the Offering, after deducting the fees and expenses of the Placement Agent, and other offering expenses payable by the
Company, but excluding the net proceeds, if any, from the exercise of the Common Warrants and the Placement Agent Warrants, is expected
to be approximately $3.6 million. The Company intends to use the net proceeds from the Offering for general corporate purposes, including
costs and expenses associated with being a public company. The Offering is expected to close on July 11, 2025.
Pursuant
to the Purchase Agreement, the Company agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance
of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any
registration statement or prospectus, or any amendment or supplement thereto for 45 days after the closing date of the Offering, subject
to certain exceptions. In addition, the Company has agreed not to effect or enter into an agreement to effect any issuance of Common
Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock involving a variable rate transaction
(as defined in the Purchase Agreement) until the six-month anniversary of the closing date of the Offering, subject to certain exceptions.
The
Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the purchasers, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities
Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in
the Purchase Agreement were made only for the purposes of such agreement and as of specific dates, were solely for the benefit of the
parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
A
holder will not have the right to exercise any portion of the Common Warrants or Pre-Funded Warrants if the holder (together with its
affiliates) would beneficially own in excess of 4.99% or 9.99%, as applicable, of the number of shares of Common Stock outstanding immediately
after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Common Warrants or
the Pre-Funded Warrants, respectively.
The Shares, the Pre-Funded
Warrants, and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (the “Pre-Funded Warrant Shares”),
are being offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-275968), which was declared effective
on December 22, 2023 (the “Registration Statement”). The Common Warrants, the shares of Common Stock issuable upon exercise
of the Common Warrants (the “Common Warrant Shares”), the Placement Agent Warrants, and the shares of Common Stock issuable
upon exercise of the Placement Agent Warrants (the “Placement Agent Warrant Shares”) are being issued in a concurrent private
placement and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are instead
being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder. We
have agreed to file a registration statement registering the resale of the Common Warrant Shares and Placement Agent Warrant Shares within
30 calendar days after June 10, 2025.
The
foregoing descriptions of the Purchase Agreement, the Pre-Funded Warrants, the Common Warrants, and the Placement Agent Warrants are
not complete and are qualified in their entirety by reference to the full text of the form of Purchase Agreement, the form of Pre-Funded
Warrant, the form of Common Warrant, and the form of Placement Agent Warrant, copies of which are filed as Exhibits 10.1, 4.1, 4.2, and
4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item
3.02. Unregistered Sales of Equity Securities
The
disclosure regarding the Common Warrants, Common Warrant Shares, Placement Agent Warrants, and Placement Agent Warrant Shares set forth
under Item 1.01 is incorporated by reference into this Item 3.02.
Item
7.01. Regulation FD
On
July 10, 2025, the Company issued a press release regarding the transaction described in Item 1.01, a copy of which is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits are filed herewith:
Exhibit
Number |
|
Description |
| |
|
| 4.1 |
|
Form of Pre-Funded Warrant to Purchase Common Stock |
| |
|
| 4.2 |
|
Form of Common Stock Purchase Warrant to Purchase Common Stock |
| |
|
|
| 4.3 |
|
Form of Placement Agent Warrant to Purchase Common Stock |
| |
|
| 5.1 |
|
Opinion of Dorsey & Whitney LLP |
| |
|
| 10.1 |
|
Form of Securities Purchase Agreement by and among the Company and the purchasers party thereto |
| |
|
| 23.1 |
|
Consent of Dorsey & Whitney LLP (included in Exhibit 5.1) |
| |
|
| 99.1 |
|
Press Release dated July 10, 2025 |
| |
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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 14, 2025 |
Name: |
Eric Schlorff |
| |
Title: |
Chief Executive Officer |
3
