SeaStar Medical Holding Corp 8-K, filed Jun 23, 2025
SeaStar Medical Holding Corp (ICU)
About this 8-K
SeaStar Medical Holding Corp filed this 8-K on June 23, 2025, reporting on events of June 17, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
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
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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.
Item 1.01 Entry Into a Material Definitive Agreement.
Securities Purchase Agreement
On June 20, 2025, SeaStar Medical Holding Corporation (the “Company”) commenced a best efforts public offering (the “Offering”) of an aggregate of (i) 4,935,385 shares (the “Shares”) of common stock, par value $0.0001 per share (“Common Stock”), of the Company, (ii) 1,218,462 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,218,462 shares of Common Stock (the “Pre-Funded Warrant Shares”), (iii) 6,153,847 Series A warrants (the “Series A Warrants”) to purchase up to 6,153,847 shares of Common Stock (the “Series A Warrant Shares”), and (iv) 6,153,847 Series B warrants (the “Series B Warrants,” and collectively with the Series A Warrants, the “Common Warrants”) to purchase up to 6,153,847 shares of Common Stock (the “Series B Warrant Shares”). Each Share or Pre-Funded Warrant was sold together with one Series A Warrant to purchase one share of Common Stock and one Series B Warrant to purchase one share of Common Stock. The combined offering price for each Share and accompanying Common Warrants was $0.65, and the combined offering price for each Pre-Funded Warrant and accompanying Common Warrants was $0.6499. The Pre-Funded Warrants will have an exercise price of $0.0001 per share, will be exercisable immediately and will expire when exercised in full. Each Common Warrant will have an exercise price of $0.65 per share and will be immediately exercisable. The Series A Warrants will expire on the five-year anniversary of the date of issuance. The Series B Warrants will expire on the 18-month anniversary of the date of issuance.
The net proceeds of the Offering, after deducting the fees and expenses of the Placement Agent (as defined below), described in more detail below, and other offering expenses payable by the Company, but excluding the net proceeds, if any, from the exercise of the Common Warrants, is expected to be approximately $3.39 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 Company believes that the net proceeds from the Offering, together with its cash and cash equivalents, will be sufficient to fund its planned operations through November 2025. The Offering closed on June 23, 2025.
In connection with the Offering, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors. 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 60 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 one-year 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.
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 $10,000, (iv) reimbursement of up to $100,000 for legal fees and expenses and other out of pocket expenses and (v) up to $15,950 for the clearing expenses.
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 430,769 shares of Common Stock (the “Placement Agent Warrant Shares”). The Placement Agent Warrants will have an exercise price of $0.8125 per share (which represents 125% of the combined public offering price per Share and accompanying Common Warrants), will expire on June 20, 2030 and will be exercisable upon issuance.
The Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Series A Warrants, the Series A Warrant Shares, the Series B Warrants, the Series B Warrant Shares, the Placement Agent Warrants and the Placement Agent Warrant Shares were offered by the Company pursuant to a Registration Statement on Form S-1 (the "Registration Statement") originally filed with the Securities and Exchange Commission (the “SEC”) on June 16, 2025, as amended by Amendment No. 1 to Form S-1 (including the prospectus
forming a part of such Registration Statement), under the Securities Act (File No. 333-288065), and declared effective by the SEC on June 20, 2025.
The foregoing descriptions of the Purchase Agreement, the Pre-Funded Warrants, the Series A Warrants, the Series B 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 Series A Warrant, the form of Series B Warrant and the form of Placement Agent Warrant, copies of which are filed as Exhibits 4.1, 4.2, 4.3, 4.4 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 17, 2025, in connection with the Company’s effort to reduce the Company’s ongoing operating expenses, the Board of Directors of the Company (the “Board”) approved a 20% decrease in the annual base salary of Eric Schlorff, the Company’s Chief Executive Officer, David Green, the Company’s Chief Financial Officer and Kevin Chung, the Company’s Chief Medical Officer, as well as certain other members of management. The Board also approved a 20% decrease in the directors’ cash base retainer fee, as well as a 20% reduction in the additional cash retainer fees payable to Board members. The duration of the reductions is indefinite pending any further action by the Board or the Compensation Committee of the Board. As a result of these and other actions, the Company expects to reduce monthly operating expenses by approximately $50,000.
Item 7.01 Regulation FD Disclosure.
Press Release
On June 20, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
Item 8.01 Other Events
As previously disclosed, on June 24, 2024, we received a written notification from the Listing Qualifications staff of Nasdaq that we were not in compliance with the requirement to maintain a minimum market value of listed securities of $35 million (the “MVLS Requirement”), as set forth in Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”), because the market value of our listed securities (the “Securities”) had been below $35 million for 30 consecutive business days. We had an initial 180 days, or until December 23, 2024, to regain compliance with the MVLS Requirement.
On December 24, 2024, we received written notification (the “Notification”) from Nasdaq stating that we had not regained compliance with the MVLS Requirement. Pursuant to the Notification, the Securities were subject to delisting from Nasdaq on January 3, 2025, unless we requested a hearing before the Nasdaq Hearings Panel (the “Panel”) by December 31, 2024.
On March 11, 2025, we received a decision letter (the “Letter”) from the Panel, granting our request to continue listing on Nasdaq, subject to certain conditions. The Panel’s decision provided us with an exception until June 22, 2025, to demonstrate compliance with the minimum $2,500,000 stockholders’ equity requirement for continued listing set forth in Nasdaq Listing Rule 5550(b) (the “Equity Rule”).
In compliance with the Letter, the significant transactions undertaken by the Company include the following:
Revenue generation
Operating expense reduction
Liability restructuring
Fundraising transactions
Based on the above revenue generation, expense reduction, liability restructuring, fundraising transactions, and losses expected in the second quarter, we believe that, as of the date of this report, the Company is in compliance with the Equity Rule.
Cautionary Statement Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements relating to projected operating expenses and liabilities. To the extent that statements contained in this report are not descriptions of historical facts, they are forward-looking statements. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those anticipated as a result of various factors, including, without limitation, the risks and uncertainties inherent in the research and development and regulatory approval processes for the Company’s product candidates and related to the volatility of the stock market in general and the common stock in particular, and continued listing of the common stock on the Nasdaq Capital Market. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in the forward-looking statements, as well as risks relating to the Company’s business in general, please refer to the Company’s annual report on Form 10-K filed with the SEC on March 27, 2025, as amended by Form 10-K/A filed with the SEC on April 23, 2025, and its current and future periodic reports filed with the SEC. You are urged to consider these factors carefully in evaluating the forward-looking statements in this report and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. Unless otherwise required by law, The Company expressly disclaims any obligation to update publicly any forward-looking statements, whether as result of new information, future events or otherwise.
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10.1 |
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99.1 |
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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 |
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June 23, 2025 |
Name: |
Eric Schlorff |
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Title: |
Chief Executive Officer |
Exhibit 99.1
SeaStar Medical Announces Pricing of Up to $8 Million Public Offering
$4 million upfront with up to an additional $4 million of potential aggregate gross proceeds upon the exercise in full of short-term warrants
DENVER, CO (June 20, 2025) – SeaStar Medical Holding Corporation (the “Company” or “SeaStar Medical”) (Nasdaq: ICU), a commercial-stage healthcare company focused on transforming treatments for critically ill patients facing organ failure and potential loss of life, today announced the pricing of a public offering of 6,153,847 shares of the Company’s common stock (or pre-funded warrants in lieu thereof) and accompanying Series A warrants to purchase up to 6,153,847 shares of common stock and Series B short-term warrants to purchase up to 6,153,847 shares of common stock, at a combined offering price of $0.65 per share of common stock (or per pre-funded warrant in lieu thereof) and accompanying warrants.
The Series A common warrants will have an exercise price of $0.65 per share and will be exercisable upon issuance and will expire five years thereafter. The Series B short-term common warrants will have an exercise price of $0.65 per share and will be exercisable upon issuance and will expire 18 months thereafter. The closing of the offering is expected to occur on or about June 23, 2025, subject to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
The gross proceeds to the Company from the offering are expected to be approximately $4 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the Series B short-term warrants, if fully-exercised on a cash basis, will be approximately $4 million. No assurance can be given that any of such Series B short-term warrants will be exercised. The Company intends to use the net proceeds from this offering for general corporate purposes.
The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-288065) originally filed with the Securities and Exchange Commission (“SEC”) on June 16, 2025, and declared effective on June 20, 2025. The offering is being made only by means of a prospectus, which is part of the effective registration statement. A preliminary prospectus relating to the offering has been filed with the SEC. When available, electronic copies of the final prospectus may be obtained for free on the SEC’s website located at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
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. SeaStar’s first commercial product, QUELIMMUNE (SCD-PED), 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, 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 1995. These forward-looking statements include, without limitation, statements related to the timing and completion of the public offering, the satisfaction of customary closing conditions related to the public offering and the intended use of proceeds therefrom. 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 access funding under existing agreements; (vi) the risk that third-parties 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; (ix) market and other conditions; (x) the risk that SeaStar Medical is unable to maintain compliance with Nasdaq’s continued listing requirements; (xi) the risks related to the completion of the public offering; (xii) the risks related to the potential exercise of warrants; and (xiii) other risks and uncertainties indicated from time to time in SeaStar Medical’s
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Annual Report on Form 10-K, including those under the “Risk Factors” section therein and in SeaStar Medical’s other filings with the SEC. 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
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