SeaStar Medical Issues Series A & B Preferred Stock

TL;DR

**SeaStar Medical just issued preferred stock, likely diluting common shareholders.**

AI Summary

SeaStar Medical Holding Corp. entered into a material definitive agreement on January 26, 2024, involving the issuance of Series A and Series B Preferred Stock. This move suggests the company is raising capital, likely through private placements, which could dilute the value of existing common stock if the preferred shares are convertible. Investors should be aware that this could impact their ownership percentage and the stock's future price.

Why It Matters

This filing indicates SeaStar Medical is raising capital, potentially diluting existing shareholders if the preferred stock converts to common shares, impacting their ownership and the stock's value.

Risk Assessment

Risk Level: medium — Issuing preferred stock can lead to dilution for common shareholders, especially if the preferred shares are convertible, which introduces uncertainty about future share count and value.

Analyst Insight

A smart investor would investigate the terms of the Series A and Series B Preferred Stock, specifically their conversion rights and potential dilution impact on common shareholders, before making any investment decisions.

Key Players & Entities

• SeaStar Medical Holding Corporation (company) — the registrant issuing preferred stock
• Series A Preferred Stock (other) — a class of equity securities issued
• Series B Preferred Stock (other) — a class of equity securities issued
• January 26, 2024 (date) — date of the earliest event reported

FAQ

Key Financial Figures

• $0.0001 — common stock (the "Shares"), par value $0.0001 per share ("Common Stock"), and pre-fun
• $0.8302 — rrants") each with an exercise price of $0.8302. Such registered direct offering and co
• $9.0 m — from the Transactions of approximately $9.0 million, before deducting fees to the Pla

Filing Documents

• a8k.htm (8-K) — 58KB
• exhibit1-1.htm (EX-1.1) — 138KB
• exhibit4-1.htm (EX-4.1) — 94KB
• exhibit4-2.htm (EX-4.2) — 100KB
• exhibit4-3.htm (EX-4.3) — 100KB
• exhibit10-1.htm (EX-10.1) — 260KB
• exhibit99-1.htm (EX-99.1) — 13KB
• seastar_logo.jpg (GRAPHIC) — 20KB
• 0000929638-24-000283.txt ( ) — 1142KB
• icu-20240126.xsd (EX-101.SCH) — 4KB
• icu-20240126_def.xml (EX-101.DEF) — 18KB
• icu-20240126_lab.xml (EX-101.LAB) — 27KB
• icu-20240126_pre.xml (EX-101.PRE) — 20KB
• a8k_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement Securities Purchase Agreement On January 26, 2024, SeaStar Medical Holdings Corporation (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with a single institutional investor (the "Purchaser"), pursuant to which the Company will issue to the Purchaser, (i) in a registered direct offering, 6,304,545 shares of the Company's common stock (the "Shares"), par value $0.0001 per share ("Common Stock"), and pre-funded warrants to purchase 4,536,216 shares of Common Stock (the "Pre-Funded Warrants") with an exercise price of $0.0001 per share, and (ii) in a concurrent private placement, series A warrants to purchase 10,840,761 shares of Common Stock (the "Series A Common Warrants") and series B warrants to purchase 5,420,381 shares of Common Stock (the "Series B Common Warrants" and together with the Series A Common Warrants, the "Common Warrants") each with an exercise price of $0.8302. Such registered direct offering and concurrent private placement are referred to herein as the "Transactions." The Company expects to receive aggregate gross proceeds from the Transactions of approximately $9.0 million, before deducting fees to the Placement Agent (as defined below) and other estimated offering expenses payable by the Company. 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 and the shares of Common Stock issuable upon exercise of the Common Warrants (the "Common 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 e

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities The disclosure regarding the Common Warrants and Common Warrant Shares set forth under Item 1.01 is incorporated by reference into this Item 3.02.

01. Other Events

Item 8.01. Other Events On January 26, 2024, 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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits The following exhibits are filed herewith: Exhibit Number Description 1.1 Placement Agency Agreement, dated January 26, 2024, by and among the Company and Maxim Group LLC 4.1 Form of Pre-Funded Warrant to Purchase Common Stock 4.2 Form of Series A Common Stock Purchase Warrant to Purchase Common Stock 4.3 Form of Series B Common Stock Purchase Warrant to Purchase Common Stock 10.1 Form of Securities Purchase Agreement by and among the Company and the party thereto 99.1 Press Release dated January 26, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 Date: January 30, 2024 By: /s/ Eric Schlorff Name: Eric Schlorff Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR