SeaStar Medical Holding Corp 8-K/A, filed Aug 14, 2025
SeaStar Medical Holding Corp (ICU)
About this 8-K/A
SeaStar Medical Holding Corp filed this 8-K/A on August 14, 2025, reporting on events of August 13, 2025.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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.
Explanatory Note
Item 2.02 Results of Operations and Financial Condition.
On August 13, 2025, the Company issued a press release announcing its financial condition and results of operations for the three and six months ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1.
The information in this Current Report on Form 8-K, including the information contained in the press release furnished as Exhibit 99.1, is deemed to be “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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99.1 |
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104 |
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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.
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SeaStar Medical Holding Corporation |
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By: |
/s/ Eric Schlorff |
Date: |
August 14, 2025 |
Name: |
Eric Schlorff |
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Title: |
Chief Executive Officer |
Exhibit 99.1
SeaStar Medical Reports Second Quarter 2025 Financial Results and
Provides Business Updates
Business highlights include:
DENVER, CO (August 13, 2025) – SeaStar Medical Holding Corporation (Nasdaq: ICU), a commercial-stage healthcare company focused on transforming treatments for critically ill patients facing organ failure and potential loss of life,announced today financial results for the three months ended June 30, 2025, and provided business updates on key initiatives.
“Since the beginning of the second quarter, we have made great progress on several fronts,” said Eric Schlorff, CEO of SeaStar Medical. “We enrolled 31 additional patients in the NEUTRALIZE-AKI trial, reported three new QUELIMMUNE customers from top-rated U.S.-based children’s hospitals, announced positive survival results for the first 20 pediatric patients treated in a commercial setting with QUELIMMUNE from the SAVE Surveillance Registry, and raised additional capital to shore up our balance sheet.”
Mr. Schlorff continued, “We are now focused on several important upcoming, value-creating milestones. These include the interim results for the first 100 patients in the NEUTRALIZE-AKI trial, presentation of additional data from the SAVE Surveillance Registry, and the onboarding of other notable children’s hospitals to our customer list. Also, assuming a successful outcome from our NEUTRALIZE-AKI trial, in 2026 we plan to file our Pre-Marketing Approval (PMA) application for our Selective Cytopheretic Device (SCD) therapy as an organ-sparing and life-saving treatment for adult patients with Acute Kidney Injury (AKI) requiring continuous renal replacement therapy (CRRT).”
Key Business Highlights
Since the beginning of the second quarter, SeaStar Medical’s key business updates include the following:
1
Financial Results for the Second Quarter 2025
Net revenue for the three months ended June 30, 2025, was approximately $0.3 million, reflecting sales of the QUELIMMUNE pediatric SCD therapy that was approved under a Humanitarian Device Exemption in February 2024 and launched as a commercial product by SeaStar Medical in July 2024.
Research and development expenses for the three months ended June 30, 2025, and 2024, were $1.0 million and $2.3 million, respectively. The decrease in research and development expenses was primarily driven by a decline in preclinical and clinical trial expenses, consulting expenses, and personnel costs.
2
General and administrative expenses for the three months ended June 30, 2025, and 2024, were approximately $1.0 million and $2.3 million, respectively. The decrease in general and administrative expenses was the result of a decline in audit and accounting related fees, Directors' compensation, certain Securities and Exchange Commission (SEC) fees, personnel costs, and consultant expenditures.
Other expenses (net) increased approximately $1.7 million for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The increase was primarily related the decline in favorable gains from the change in fair value of liability classified warrants, a one-time financing fee, offset by the retirement of outstanding debt obligations since March 31, 2024.
Net loss for the three months ended June 30, 2025, was approximately $2.0 million, or $0.18 per share on approximately 11.3 million weighted-average shares outstanding. This compares with a net loss of approximately $3.2 million, or $1.03 per share, on approximately 3.2 million weighted-average shares outstanding for the three months ended June 30, 2024.
Cash at June 30, 2025 was $6.3 million, compared to $1.8 million at December 31, 2024. In July and August 2025 the Company raised an additional $8.4 million in two registered direct offerings.
SeaStar Medical Second Quarter Financial Results Conference Call
Date/Time: Wednesday, August 13, 2025, at 4:30 p.m. ET / 2:30 p.m. MT
Webcast: The live webcast and replay can be found here.
Conference ID: 2078693
Dial-in numbers: 1 (800) 715-9871 within the U.S.
1 (646) 307-1963 from outside the U.S.
A replay of the call will be available after 7:30 p.m. ET and can be accessed as follows:
About QUELIMMUNE
The QUELIMMUNE (SCD-PED) therapy is SeaStar Medical’s first commercial product based on its patented Selective Cytopheretic Device (SCD) technology. The QUELIMMUNE™ therapy is being commercialized for children (age 22 or younger) with AKI and sepsis or a septic condition weighing 10 kilograms or more who are on antibiotics and being treated in the ICU with Renal Replacement Therapy (RRT). It was approved in February 2024 under a Humanitarian Device Exemption application that requires medical institutions to also participate in the SAVE Surveillance Registry and complete Institutional Review Board approvals prior to adoption and use of the QUELIMMUNE therapy. This prolongs the adoption timeline by medical institutions, but provides important data on the use of QUELIMMUNE in the “real-world” setting.
Data from two clinical studies of the QUELIMMUNE therapy, published in Kidney Medicine, showed a 77% survival rate in patient treated with QUELIMMUNE versus standard of care, representing an
3
approximate 50% reduction in loss of life compared to historical data in this patient population. No dialysis was required for survivors and 87.5% of survivors had normal kidney function at Day 60 after ICU discharge.
In January 2025, SeaStar Medical was awarded the 2025 Corporate Innovator Award by the National Kidney Foundation for its significant contribution to improving the lives of pediatric patients with AKI based on the approval and introduction of the QUELIMMUNE therapy.
About NEUTRALIZE-AKI Pivotal Trial
The NEUTRALIZE-AKI (NEUTRophil and monocyte deActivation via SeLective Cytopheretic Device – a randomIZEd clinical trial in Acute Kidney Injury) pivotal trial is evaluating the safety and efficacy of the SCD therapy in 200 adults with AKI in the ICU receiving CRRT. The trial’s primary endpoint is a composite of 90-day mortality or dialysis dependency of patients treated with the SCD therapy in addition to CRRT as the standard of care, compared with the control group receiving only CRRT standard of care. Secondary endpoints include mortality at 28 days, ICU-free days in the first 28 days, major adverse kidney events at Day 90 and dialysis dependency at one year. The study will also include subgroup analyses to explore the effectiveness of the SCD therapy in AKI patients with sepsis and acute respiratory distress syndrome.
About Acute Kidney Injury (AKI) and Hyperinflammation
AKI is characterized by a sudden and temporary loss of kidney function and can be caused by a variety of conditions such as sepsis, severe trauma, surgery and COVID-19. AKI can cause destructive hyperinflammation, which is the overproduction or overactivity of inflammatory effector cells and other molecules that can be toxic. Damage resulting from this destructive hyperinflammation in AKI can progress to other organs, such as the heart or liver, and potentially to multi-organ dysfunction or even failure that could result in worse outcomes, including increased risk of death. Even after resolution, these patients may face complications including chronic kidney disease or end-stage renal disease (ESRD) requiring dialysis. Extreme hyperinflammation may also contribute to added healthcare costs, such as prolonged ICU stays and increased reliance on dialysis and mechanical ventilation.
About the SeaStar Medical Selective Cytopheretic Device (SCD) Therapy
The SCD therapy is designed as a disease-modifying device that neutralizes over-active immune cells and stops the cytokine storm that yields destructive hyperinflammation and creates a cascade of events that wreak havoc in the patient’s body. The SCD therapy is designed for broad applications in multiple acute and chronic kidney and cardiovascular diseases, representing patients who today have no FDA-approved options for treating their disease. Unlike pathogen removal and other blood-purification tools, the SCD therapy is integrated with an existing continuous renal replacement therapy (CRRT) hemofiltration system to selectively target and transition proinflammatory monocytes to a reparative state and promote activated neutrophils to be less inflammatory. This unique immunomodulation approach may promote long-term organ recovery, eliminate the need for future CRRT, including dialysis, and prevent loss of life.
4
About SeaStar Medical
SeaStar Medical is a commercial-stage healthcare company focused on transforming treatments for critically ill patients facing organ failure and potential loss of life. The QUELIMMUNE (SCD-PED) therapy is SeaStar Medical’s first commercial product based on its patented Selective Cytopheretic Device (SCD) technology. The QUELIMMUNE (SCD-PED) therapy was approved in 2024 by the U.S. Food and Drug Administration (FDA). It is the only FDA approved product for the ultra-rare condition of life-threatening acute kidney injury (AKI) due to sepsis or a septic condition in critically ill pediatric patients. SeaStar’s Selective Cytopheretic Device (SCD) therapy has been awarded Breakthrough Device Designation for six therapeutic indications by the FDA, enabling the potential for a speedier pathway to approval and preferable reimbursement dynamics at commercial launch. The company is currently conducting a pivotal trial of its SCD therapy in adult patients with AKI requiring continuous renal replacement therapy (CRRT), a life-threatening condition with no effective treatment options that impacts over 200,000 adults in the U.S. annually.
For more information visit www.seastarmedical.com or visit us on LinkedIn or X.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1955. These forward-looking statements include, without limitation, SeaStar Medical’s expectations with respect to anticipated patient enrollment and the expansion of the clinical trial sites; the total addressable market for adult SCD applications; the ability of SeaStar Medical to gain market share and generate sales with respect to the total addressable market for adult SCD applications; the ability of SCD to treat patients with AKI and other diseases; the expected regulatory approval process and timeline for commercialization; and the ability of SeaStar Medical to meet the expected timeline. Words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside SeaStar Medical’s control and are difficult to predict. Factors that may cause actual future events to differ materially from the expected results include, but are not limited to: (i) the risk that SeaStar Medical may not be able to obtain regulatory approval of its SCD product candidates; (ii) the risk that SeaStar Medical may not be able to raise sufficient capital to fund its operations, including current or future clinical trials; (iii) the risk that SeaStar Medical and its current and future collaborators are unable to successfully develop and commercialize its products or services, or experience significant delays in doing so, including failure to achieve approval of its products by applicable federal and state regulators, (iv) the risk that SeaStar Medical may never achieve or sustain profitability; (v) the risk that SeaStar Medical may not be able to secure additional financing on acceptable terms; (vi) the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations, (vii) the risk of product liability or regulatory lawsuits or proceedings relating to SeaStar Medical’s products and services, (viii) the risk that SeaStar Medical is unable to secure or protect its intellectual property, and (ix) other risks and uncertainties indicated from time to time in SeaStar Medical’s Annual Report on Form 10-K, including those under the “Risk Factors” section therein and in SeaStar Medical’s other filings with the SEC.
5
The foregoing list of factors is not exhaustive. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and SeaStar Medical assumes no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Contact:
IR@SEASTARMED.COM
— Financial Tables to Follow —
6
SeaStar Medical Holding Corporation
Condensed Consolidated Balance Sheets
(in thousands, except for share and per-share amounts)
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June 30, |
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December 31, |
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(unaudited) |
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ASSETS |
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Current assets |
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Cash |
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$ |
6,302 |
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$ |
1,819 |
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Accounts receivable, net of allowance for credit losses of $8 and $0, respectively |
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217 |
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112 |
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Inventory |
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77 |
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— |
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Prepaid expenses |
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1,051 |
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1,835 |
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Total current assets |
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7,647 |
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3,766 |
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Other assets |
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736 |
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892 |
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Total assets |
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$ |
8,383 |
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$ |
4,658 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT) |
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Current liabilities |
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Accounts payable |
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$ |
3,158 |
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$ |
3,046 |
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Accrued expenses |
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1,883 |
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3,188 |
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Notes payable, net of deferred financing costs |
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— |
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574 |
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Liability classified warrants |
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1 |
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33 |
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Total current liabilities |
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5,042 |
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6,841 |
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Total liabilities |
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5,042 |
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6,841 |
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Commitments and contingencies (Note 10) |
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Stockholders’ equity/(deficit) |
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Preferred stock - $0.0001 par value, 10,000,000 shares authorized at June 30, 2025 and December 31, 2024; no shares issued and outstanding at June 30, 2025 and December 31, 2024 |
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— |
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— |
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Common stock - $0.0001 par value per share; 450,000,000 and 500,000,000 shares authorized at June 30, 2025 and December 31, 2024, respectively; 17,343,269 and 5,977,246 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively |
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2 |
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2 |
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Additional paid-in capital |
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148,677 |
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137,379 |
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Accumulated deficit |
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(145,338 |
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(139,564 |
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Total stockholders’ equity/(deficit) |
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3,341 |
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(2,183 |
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Total liabilities and stockholders’ equity/(deficit) |
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$ |
8,383 |
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$ |
4,658 |
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7
SeaStar Medical Holding Corporation
Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands, except for share and per-share amounts)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Net revenue |
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$ |
338 |
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$ |
— |
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$ |
631 |
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$ |
— |
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Cost of goods sold |
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27 |
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— |
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27 |
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— |
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Gross profit |
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311 |
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— |
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604 |
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— |
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Operating expenses |
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Research and development |
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1,037 |
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2,334 |
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3,468 |
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4,031 |
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General and administrative |
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1,030 |
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2,335 |
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2,716 |
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4,588 |
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Total operating expenses |
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2,067 |
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4,669 |
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6,184 |
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8,619 |
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Loss from operations |
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(1,756 |
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(4,669 |
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(5,580 |
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(8,619 |
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Other income (expense) |
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Interest income |
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45 |
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25 |
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93 |
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25 |
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Interest expense |
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(9 |
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(82 |
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(18 |
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(225 |
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Other financing costs |
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(298 |
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— |
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(298 |
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— |
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Change in fair value of convertible notes |
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— |
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(387 |
) |
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— |
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(6,145 |
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Change in fair value of warrants liability |
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16 |
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1,880 |
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32 |
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(966 |
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Total other income (expense), net |
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(246 |
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1,436 |
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(191 |
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(7,311 |
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Loss before provision for income taxes |
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(2,002 |
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(3,233 |
) |
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(5,771 |
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(15,930 |
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Provision for income taxes |
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— |
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3 |
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3 |
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3 |
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Net loss |
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$ |
(2,002 |
) |
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$ |
(3,236 |
) |
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$ |
(5,774 |
) |
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$ |
(15,933 |
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Net loss per share of common stock, basic and diluted |
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$ |
(0.18 |
) |
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$ |
(1.03 |
) |
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$ |
(0.58 |
) |
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$ |
(5.36 |
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Weighted-average shares outstanding, basic and diluted |
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11,329,517 |
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3,154,782 |
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9,981,215 |
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2,975,248 |
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8
SeaStar Medical Holding Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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Six Months Ended June 30, |
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2025 |
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2024 |
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Cash flows from operating activities |
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Net loss |
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$ |
(5,774 |
) |
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$ |
(15,933 |
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Adjustments to reconcile net loss to net cash used in operating activities |
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Amortization of deferred financing costs |
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18 |
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57 |
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Change in fair value of convertible notes (issued, converted and outstanding) |
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— |
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6,145 |
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Change in fair value of liability classified warrants (exercised and outstanding) |
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(32 |
) |
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966 |
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Shares issued for the standby equity purchase agreement commitment fee |
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298 |
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— |
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Stock-based compensation |
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264 |
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475 |
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Change in operating assets and liabilities |
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Accounts receivables, net |
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(105 |
) |
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— |
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Inventory |
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(77 |
) |
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— |
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Prepaid expenses |
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|
784 |
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|
897 |
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Other assets |
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|
156 |
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152 |
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Accounts payable |
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112 |
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(255 |
) |
Accrued expenses |
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(1,305 |
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689 |
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Other liabilities |
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— |
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|
495 |
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Net cash used in operating activities |
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(5,661 |
) |
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(6,312 |
) |
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Cash flows from financing activities |
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Proceeds from issuance of convertible notes |
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— |
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979 |
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Payment of convertible notes |
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— |
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(700 |
) |
Proceeds from issuance of shares |
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5,154 |
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4,492 |
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Proceeds of pre-funded warrants |
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5,580 |
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3,766 |
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Proceeds from exercise of warrants |
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2 |
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|
853 |
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Payment of notes payable |
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(592 |
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(2,075 |
) |
Net cash provided by financing activities |
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10,144 |
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7,315 |
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Net increase in cash |
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4,483 |
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1,003 |
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Cash, beginning of period |
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1,819 |
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|
176 |
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Cash, end of period |
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$ |
6,302 |
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$ |
1,179 |
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# # #
9