SeaStar Medical Files 8-K: Material Agreement & Equity Sales

TL;DR

SeaStar Medical (ICU) filed an 8-K on Jan 31, 2025, detailing a material agreement and equity sales.

AI Summary

SeaStar Medical Holding Corp. entered into a material definitive agreement on January 31, 2025. The company also disclosed unregistered sales of equity securities and provided financial statements and exhibits. This filing follows the company's name change from LMF Acquisition Opportunities Inc. on November 9, 2020.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material agreements and unregistered equity sales, which can introduce financial and regulatory risks.

Key Players & Entities

• SeaStar Medical Holding Corp (company) — Registrant
• LMF Acquisition Opportunities Inc (company) — Former company name
• January 31, 2025 (date) — Date of earliest event reported
• November 9, 2020 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock par value $0.0001 per share ICU The Nasdaq Stock Mark
• $11.50 — sable for one share of Common Stock for $11.50 per share ICUCW The Nasdaq Stock Ma
• $0.001 — ed Warrants") with an exercise price of $0.001 per share, and (ii) in a concurrent pri
• $1.70 — on Warrants") with an exercise price of $1.70. Such registered direct offering and co
• $2.125 — of Common Stock at an exercise price of $2.125 per share (the "Placement Agent Warrant
• $6.0 m — from the Transactions of approximately $6.0 million, before deducting estimated offer

Filing Documents

• ea0229541-8k_seastar.htm (8-K) — 38KB
• ea022954101ex4-1_seastar.htm (EX-4.1) — 86KB
• ea022954101ex4-2_seastar.htm (EX-4.2) — 95KB
• ea022954101ex4-3_seastar.htm (EX-4.3) — 90KB
• ea022954101ex5-1_seastar.htm (EX-5.1) — 9KB
• ea022954101ex10-1_seastar.htm (EX-10.1) — 230KB
• ea022954101ex99-1_seastar.htm (EX-99.1) — 10KB
• ex5-1_001.jpg (GRAPHIC) — 3KB
• 0001213900-25-009435.txt ( ) — 920KB
• icu-20250131.xsd (EX-101.SCH) — 4KB
• icu-20250131_def.xml (EX-101.DEF) — 26KB
• icu-20250131_lab.xml (EX-101.LAB) — 36KB
• icu-20250131_pre.xml (EX-101.PRE) — 25KB
• ea0229541-8k_seastar_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 31, 2025, SeaStar Medical Holdings Corporation (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with an institutional investor (the "Purchaser"), pursuant to which the Company will issue to the Purchaser, (i) in a registered direct offering, 713,000 shares of the Company's common stock (the "Shares"), par value $0.0001 per share ("Common Stock"), and pre-funded warrants to purchase 2,816,412 shares of Common Stock (the "Pre-Funded Warrants") with an exercise price of $0.001 per share, and (ii) in a concurrent private placement, warrants to purchase 3,529,412 shares of Common Stock (the "Common Warrants") with an exercise price of $1.70. Such registered direct offering and concurrent private placement are referred to herein as the "Transactions." The offering was made without an underwriter or a placement agent and we are not paying underwriting discounts or commissions. We are required to pay to H.C. Wainwright & Co. a cash fee equal to 7.0% of the aggregate gross proceeds in this offering and to issue Wainwright warrants to purchase 247,059 shares of Common Stock at an exercise price of $2.125 per share (the "Placement Agent Warrants') The Company expects to receive aggregate gross proceeds from the Transactions of approximately $6.0 million, before deducting estimated offering expenses payable by the Company. The Shares, the Pre-Funded Warrants, the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (the "Pre-Funded 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 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 sha

02. Unregistered Sales of Equity

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. Regulation FD

Item 7.01. Regulation FD On January 31, 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.

01. Financial Statements and Exhibits

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 party thereto 99.1 Press Release dated January 31, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2

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 By: /s/ Eric Schlorff Date: February 3, 2025 Name: Eric Schlorff Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR