SeaStar Medical Holding Corp SEC Filings

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.

SeaStar Medical Holding Corporation (NASDAQ: ICU) has entered into a Securities Purchase Agreement with institutional investors to raise approximately $3.6 million in net proceeds through a registered direct offering and concurrent private placement.

• Securities sold: 4,841,232 common shares and 401,232 pre-funded warrants (exercise price $0.001) were issued at a combined offering price of $0.763 (or $0.762 for the pre-funded warrant units).
• Additional warrants: Investors received 5,242,464 five-year common warrants exercisable at $0.638 per share. A further 366,972 warrants were issued to the placement agent at an exercise price of $0.9538 and expire on 10 July 2030.
• Gross vs. net proceeds: After 7.0% placement fee, 1.0% management fee, $40,950 in fixed fees, and reimbursable expenses, the Company expects to net roughly $3.6 million (gross figure not explicitly stated).
• Use of proceeds: General corporate purposes, including public-company costs.
• Closing & registration: Offering expected to close 11 July 2025. Shares and pre-funded warrants were issued under the Company’s effective Form S-3 shelf (File No. 333-275968). Common and placement agent warrant shares were issued under Section 4(a)(2)/Rule 506(b); the Company must file a resale registration statement within 30 days of 10 June 2025.
• Ownership caps: Exercisability of both warrant classes limited to 4.99% or 9.99% beneficial ownership, at holder election.
• Lock-ups: The Company is restricted from issuing additional equity for 45 days (general) and from variable-rate transactions for six months, with customary exceptions.

The transaction introduces up to 10.85 million additional shares (assuming full exercise of all warrants and pre-funded warrants), materially increasing the Company’s fully diluted share count while improving near-term liquidity.

SeaStar Medical Holding Corporation (Nasdaq: ICU) is raising new equity through a registered direct offering of 4,841,232 common shares at $0.763 per share ($4.0 million gross / $3.6 million net after fees). Simultaneously, the company will issue 401,232 pre-funded warrants (exercise price $0.001) to investors that would otherwise breach a 4.99% (optionally 9.99%) ownership cap. Each share or pre-funded warrant is accompanied by a Purchase Warrant (private placement, not registered) to buy one share at $0.638, exercisable immediately and expiring five years after an S-1 resale registration becomes effective. In aggregate, 5,242,464 Purchase Warrants will be issued.

The placement is led by H.C. Wainwright on a best-efforts basis. Compensation includes (i) cash fees of 8% of gross proceeds (7% placement +1% management), (ii) up to $90,950 in expenses, and (iii) unregistered placement-agent warrants for 366,972 shares (7% of shares sold) with a $0.9538 exercise price (125% of the offering price) and a five-year term.

Capital structure impact: shares outstanding will rise from 17.34 million to 22.59 million (excluding warrant exercises). As adjusted net tangible book value increases from $0.061 to $0.307 per share, implying immediate dilution of $0.456 to investors buying in this offer. The warrant overhang totals roughly 18 million shares (existing 12.5 m warrants plus 5.6 m new purchase/PA warrants) before considering incentive equity.

Use of proceeds: unspecified “general corporate purposes”. Management notes ongoing liquidity pressures, negative working capital ($0.25 m as of 3/31/25) and a going-concern warning. The $3.6 m net raise extends, but does not resolve, funding needs for regulatory trials and commercialization of the Selective Cytopheretic Device (SCD).

Nasdaq compliance: the company regained the $2.5 m stockholders’ equity requirement on 7/1/25 but must raise additional funds by end-July to remain compliant. A one-year “mandatory panel monitor” remains in effect until 7/1/26.

Strategic backdrop: SeaStar is commercializing the SCD platform. It received FDA HDE approval (Feb 2024) for pediatric AKI, shipped first commercial units in July 2024, and is running an adult AKI pivotal trial. Management implemented executive bonus waivers and 20% salary/board retainer cuts to conserve cash.

Key risks disclosed: substantial doubt about going-concern, potential Nasdaq delisting, heavy dilution from future financings, thin liquidity for warrants, and limited control over proceeds deployment.

SeaStar Medical Holding Corp. (Nasdaq: ICU) has filed a Rule 424(b)(5) prospectus supplement dated 10 July 2025 to pause its at-the-market (ATM) equity program with H.C. Wainwright. The existing prospectus, issued 2 April 2025, permitted sales of up to $7.433 million in common stock; the company has already sold $1.191 million, leaving $6.242 million available. Effective immediately, no additional shares will be issued under the current prospectus, limiting near-term dilution, although the underlying Offering Agreement remains valid and the company may resume sales after filing a new supplement. ICU shares last traded at $0.7151 on 9 July 2025. Investors should review the referenced risk factors for dilution, financing, and operational risks.