SeaStar Medical Holding Corp 8-K, filed Nov 17, 2025
SeaStar Medical Holding Corp (ICU)
About this 8-K
SeaStar Medical Holding Corp filed this 8-K on November 17, 2025, reporting on events of November 12, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
SECURITIES AND EXCHANGE COMMISSION
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Item 5.02
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Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Exhibit
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Description
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| 10.1•# | Consulting Agreement dated October 31, 2025, by and between the Company and Michael Messinger | |
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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)
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| • | Indicates management contract or compensatory plan or arrangement | |
| # | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request; provided, however, that the Registrant may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, as amended, for any schedule or exhibit so furnished. |
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SeaStar Medical Holding Corporation
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By:
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/s/ Eric Schlorff
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Date:
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November 17, 2025
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Name:
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Eric Schlorff
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Title:
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Chief Executive Officer
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CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this “Agreement”) is made effective November 1, 2025 (the “Effective Date”), by and between SeaStar Medical Holding Corporation, a Delaware corporation (“Company”), and Michael Hollan Messinger (“Contractor”).
WHEREAS, the Company develops medical technology focused on addressing inflammation on vital organs through extracorporeal therapies;
WHEREAS, Contractor provides fractional chief financial officer services as an independent contractor; and
WHEREAS, the Company desires to engage Contractor, and Contractor desires to be engaged by the Company, to provide fractional chief financial officer services to the Company as an independent contractor of the Company pursuant to the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties, intending to be legally bound, hereby agree as follows:
1. Engagement.
(a) Services. For the term of this Agreement, the Company engages Contractor, and Contractor accepts the engagement, to provide to the Company the services set forth on Exhibit A (the “Services”). Contractor’s primary contact at the Company will be the individual identified on Exhibit A (the “Company Contact”). In providing the Services, Contractor shall (i) comply with applicable law and all policies and procedures of the Company, (ii) promptly respond to any inquiries or other requests by or on behalf of the Company, and (iii) promptly provide any requested documents, forms, or other information requested by or on behalf of the Company. Contractor may provide services substantially similar to the Services, whether on behalf of himself or for other persons and clients, so long as such other services do not interfere with Contractor’s ability to perform the Services under this Agreement. Except as modified by Exhibit A, Contractor shall devote such time, attention, and effort to the performance of the Services as may be reasonably necessary to fulfill the Contractor’s obligations under this Agreement. Contractor shall remain solely responsible for determining the method, manner, and schedule of performing the Services, subject to the timely completion of all deliverables and the reasonable business needs of the Company.
(b) Standard of Care. The Services shall be performed in a good and workmanlike manner but in no event less than reasonable care.
(c) Compensation. As compensation for the Services, the Company shall pay Contractor as set forth on Exhibit A.
(d) Reimbursement of Expenses. The Company shall also pay, or reimburse Contractor for, any reasonable and necessary out-of-pocket expenses incurred by Contractor in providing the Services, so long as the expenses have been approved by the Company Contact. All reimbursement of eligible expenses shall be made by the Company within 30 days after the Company’s receipt of appropriate evidence of expenditures and other information regarding the nature of the expenditures in order for the Company to maintain sufficient records for federal income tax purposes.
2. Term and Termination.
(a) Term. The term of this Agreement shall commence on the Effective Date and continue for a period of one year, unless terminated according to any of the following:
i. Mutual Termination. The parties may mutually terminate this Agreement at any time by a writing referencing this Agreement that is signed by both parties.
ii. Unilateral Termination for Convenience. Either party may terminate this Agreement, for any reason or no reason whatsoever, upon written notice to the other party at least thirty (30) days prior to the effective date of termination.
(b) Effect of Termination. Upon termination of this Agreement: (i) the Company’s obligation to compensate Contractor shall cease immediately, except with respect to the compensation earned by Contractor, on a pro-rata basis for each month, or partial month, worked prior to date of the termination; (ii) Contractor shall either delete, destroy or deliver promptly to the Company all records and documents or copies thereof that relate in any way to the Services or the business of the Company, including, without limitation, any Protected Information, Intellectual Property, and Records that are in Contractor’s possession or under Contractor’s control at the time of termination; and (iii) the provisions set forth in Sections 3 through 7 and Section 8 shall survive termination of this Agreement as provided therein.
3. Protected Information.
(a) Definition. For purposes of this Agreement, “Protected Information” means: (i) all proprietary information of Company; (ii) all information marked or designated by Company as confidential; (iii) all information, whether or not in written or other tangible form and whether or not designated as confidential, which is treated by Company as confidential; and (iv) all information provided to Company by third parties which Company is obligated to keep confidential. Without limiting the foregoing, Protected Information includes inventions, discoveries, trade secrets, ideas, drawings, specifications, techniques, models, data, scans, customer measurements and other data, programs, documentation, processes, know-how, customer lists, vendor lists, product plans, marketing plans and financial information.
Notwithstanding the previous paragraph, Protected Information shall exclude any information that: (i) is or becomes public knowledge through no act or failure to act on the part of Contractor; (ii) is furnished to Contractor by a third party without restriction on disclosure, where such third party obtained such information and the right to disclose it to Contractor without violation of any rights which Company may have in such information; or (iii) has been independently developed by Contractor (as evidenced by Contractor’s written records) without reference to or use of, in whole or in part, any Protected Information.
(b) Contractor’s Obligations. Without limiting in any way Contractor’s obligations under any non-disclosure, confidentiality or similar agreement previously entered into between Contractor and Company, if any, Contractor shall:
i. not disclose Protected Information, directly or indirectly, to any third person without the express written consent of Company;
ii. not use any Protected Information for any purpose other than for the purposes of performing Services hereunder;
iii. hold and maintain Protected Information in trust and confidence for the benefit of Company
iv. not copy, transmit, reproduce, summarize, quote or make any commercial or other use of any Protected Information except for the purposes of performing Services hereunder; and
v. inform all persons having access to Protected Information of the confidential nature thereof and of Contractor’s obligations hereunder, and shall take reasonable precautions and such other
actions as may be necessary to insure that there is no use or disclosure of Protected Information in violation of this Agreement.
(c) Survival. All confidential and nonuse obligations contained in this Section 3 with respect to any particular Protected Information shall continue following the termination of this Agreement.
(d) Company Property. All Protected Information shall remain the sole property of Company. Upon the termination of this Agreement or at any other time requested by Company, Contractor will promptly return and deliver all Protected Information to Company.
(e) No Rights. Nothing contained in this Agreement shall be construed as granting to or conferring upon the Contractor any right, title, or license, in any Protected Information, patent, trademark, copyright or any other intellectual property that is now or subsequently owned by Company.
4. Intellectual Property.
(a) Contractor agrees and acknowledges that during the term, Contractor may generate ideas, inventions, suggestions, works of authorship or other information or materials (“Intellectual Property”). All Intellectual Property that Contractor generates during the term in connection with Contractor’s performance of the Services, whether alone or in collaboration with others, will be deemed “Subject Intellectual Property” for purposes of this Agreement. The tangible work product created during the Consulting Period in connection with Contractor’s performance of services hereunder will be Subject Intellectual Property. The ideas and concepts incorporated in that tangible work product will also be Subject Intellectual Property. Prior to the Effective Date, Contractor may have generated or had access to Intellectual Property that is related or similar to the business, products or technology of the Company. However, any Intellectual Property that Contractor generates or discloses in connection with Contractor’s performance of Services will be deemed Subject Intellectual Property unless Contractor specifically identifies, in writing to the Company, that Intellectual Property as previously generated or accessed by Contractor.
(b) During the term, Contractor agrees to promptly disclose or otherwise make available to the Company any information about Subject Intellectual Property that the Company requests. Contractor will also keep notes, data and records (collectively, “Records”) of all Subject Intellectual Property, in the manner and form provided in the Company policies and procedures, or as otherwise requested by the Company. All Records will be deemed Subject Intellectual Property, and Contractor shall promptly provide all Records to the Company upon termination or expiration of this Agreement, or such earlier time as the Company requests.
(c) Contractor agrees and acknowledges that all original works of authorship made by Contractor or in collaboration with others within the scope of Contractor’s performance of Services and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C. § 101, et seq.). If such laws are inapplicable or in the event that such works, or any part thereof, are determined by the Copyright Office or a court of competent jurisdiction not to be “works made for hire,” then Contractor shall assign to the Company all right, title and interest in such original works of authorship as such assignment is further described in this Section 3. Contractor assigns to the Company all right title and interest in all Subject Intellectual Property. During the term of this Agreement and thereafter: (1) Contractor will execute any additional documents reasonably requested by the Company to evidence or give effect to that assignment; and (2) Contractor will render such additional assistance as the Company may reasonably request to perfect all such assignments and to protect such Subject Intellectual Property. At the Company’s option, such additional efforts will include the preparation and execution of the documents, in a form satisfactory to the Company, that are necessary to register any copyright, or to obtain patent protection in any patent office. The Company shall make reimbursements for reasonable costs if the Company requires Contractor’s assistance after termination or expiration of this Agreement.
5. Independent Contractor. Contractor and Company agree that Contractor is an independent contractor to Company, that Contractor is not by this Agreement constituted or appointed the legal representative, agent, or employee of Company, and that Contractor does not have the right or authority to make any representation, warranty, guarantee, or commitment or assume, execute, or incur any liability or any obligation of any kind, express or implied, against or in the name of or on behalf of Company, whether directly or indirectly. Contractor and Company agree that because Contractor is an independent contractor and not an employee of Company, Company will not withhold any sums payable under this Agreement in order to pay Federal or state taxes or F.I.C.A. payment obligations with respect to fees paid to Contractor under this Agreement, all of which obligations shall be the sole responsibility of Contractor. Similarly, Contractor is not covered and does not have the right to participate in any health, liability, disability, or other insurance policies of Company, or any other benefits that Company maintains for Company’s employees.
6. Indemnification. The Company shall defend, indemnify, and hold harmless Contractor, its affiliates, and their respective officers, directors, managers, shareholders, members, employees, and agent (collectively, the “Indemnified Party”) from and against any and all losses, costs, expenses, claims, damages, and liabilities (including, without limitation, attorneys’ fees and costs), to which the Indemnified Party may become subject (collectively, any “Indemnified Claim”) to the extent any such Indemnified Claim relates to or arises out of, Contractor’s performance of the Services, except to the extent any such Indemnified Claim is the result of Contractor’s violation of applicable law, gross negligence, fraud, intentional misconduct, or material breach of this Agreement. If the Company has, or later obtains, directors' and officers' (D&O) insurance, then the Company shall take all steps necessary to ensure Contractor is covered under such insurance as an officer of the Company.
7. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CONTRACTOR’S TOTAL LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, SHALL BE LIMITED TO THE TOTAL COMPENSATION PAID BY COMPANY TO CONTRACTOR UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY, OR ANY OTHER LEGAL THEORY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Miscellaneous.
(a) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Connecticut without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdiction other than those of the State of Connecticut.
(b) Venue and Dispute Resolution. In the event any dispute arises out of or relating to this Agreement, the parties shall first attempt to settle the dispute by direct discussions. If the dispute cannot be settled by the parties by direct discussions, then the dispute shall be resolved as provided by law. Venue for any litigation, mediation, arbitration, or other form of dispute resolution shall be located in the state or federal courts in Denver County, Colorado and the parties hereby consent to the exclusive jurisdiction and venue of such courts for the resolution of any disputes arising out of or relating to this Agreement.
(c) Attorneys’ Fees. In the event that any action, suit, mediation, arbitration, or other legal or administrative proceeding is instituted or commenced by a party hereto against another party arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.
(d) Notices. All notices and other communications are to be in writing, addressed to the last address known by the sender to be the address of the recipient, and may be delivered (i) in person, with the date of notice being the date of personal delivery, (ii) by United States Mail, postage prepaid for certified or registered mail, return receipt requested, with the date of notice being the date of the postmark on the return receipt, (iii) by e-mail, with written confirmation and the date of the notice being the date of the e-mail, or (iv) by recognized international courier service such as Federal Express, with the date of notice being the date of delivery as shown on the confirmation provided by the courier service.
(e) Severability. Should any part of this Agreement for any reason be declared invalid, the validity and binding effect of any remaining portion shall not be affected, and the remaining portions of this Agreement shall remain in full force and effect as if this Agreement had been executed with the invalid provisions eliminated.
(f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties and their successors and assigns. In view of the personal nature of the Services, neither party shall have the right to assign or transfer any of the rights, obligations, or benefits under this Agreement without the prior written consent of the other party, which consent may be granted or withheld in such other party’s sole discretion.
(g) Entire Agreement. This Agreement, together with Exhibit A attached hereto (which is incorporated herein and made a part hereof by this reference), constitutes the entire and complete agreement among the parties and supersedes all prior memoranda, correspondence, conversations, and negotiations and all other oral, written or other agreements or understandings among the parties. There are no side agreements, confidential agreements, oral agreements, or understandings except as specifically stated in and disclosed in this Agreement.
(h) Amendments to Agreement. This Agreement (including Exhibit A) may only be changed, modified, amended, or rescinded in a writing signed by both parties.
(i) Limitations on Waiver. The waiver of any party of any breach of this Agreement shall not operate as or be construed to be a waiver by such party of any subsequent breach.
(j) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. A signed copy of this Agreement delivered by electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
[signature page to follow]
IN WITNESS WHEREOF, the undersigned parties have duly executed and delivered this Agreement effective as of the Effective Date.
COMPANY:
SeaStar Medical Holding Corporation
By: /s/ Eric Schlorff
Eric Schlorff
Chief Executive Officer
CONTRACTOR:
Michael Hollan Messinger
By: /s/ Michael Messinger
Michael Hollan Messinger
EXHIBIT A
TO
CONSULTING AGREEMENT
Company: SeaStar Medical Holding Corporation
Company Contact: Eric Schlorff
Chief Executive Officer
eric@seastarmed.com
303-550-4483
Start Date: November 1, 2025
Services:
With respect to SeaStar Medical Holding Corporation (the “Company”), Contractor will perform the services typically performed by a Chief Financial Officer of a medical technology company, including:
Build and foster relationships and work together with internal colleagues and external partners to enable, support and execute all of the following on an ongoing basis:
Operations:
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Strategic partnering |
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Investor development and acquisition |
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Investment banking and equity research analyst relationships |
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Financing, options and other opportunities |
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Conferences, as mutually agreed upon |
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Budgets, forecasts, valuation models, as needed |
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Leadership, Board and related committee meetings |
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Strategic partner of leadership team |
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Other projects as identified by the leadership team |
Compliance:
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SEC filings |
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Nasdaq Listing Standards |
Compensation:
Contractor shall be compensated a set amount of fifteen thousand dollars per month ($15,000.00) for the Services. Contractor shall invoice Company for all work performed in a given month by the tenth day of the following calendar month. The Company shall pay a deposit of fifteen thousand dollars ($15,000.00) within 10 days of Start Date (the “Deposit”), which shall be credited against the final invoice issued by Contractor under this Agreement. The Company shall pay all regular invoices on the last day of the month in which the applicable invoice was issued, provided it was issued timely as per this paragraph.
Exhibit 99.1
SeaStar Medical Announces Appointment of Michael Messinger as CFO
DENVER, CO (November 17, 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 that Michael Messinger, a seasoned healthcare executive with over 25 years of industry experience, has joined SeaStar Medical as Chief Financial Officer.
“Mike brings to SeaStar Medical a breadth of financial expertise, operational discipline, and strategic healthcare experience that will be invaluable as we grow our commercial operations and prepare for additional commercial opportunities for our SCD therapy,” stated Eric Schlorff, CEO of SeaStar Medical. “I am thrilled to welcome Mike to the team and look forward to working with him to advance both our strategic and financial goals.”
Mr. Messinger brings to SeaStar Medical more than two decades of experience and leadership in financing and accounting for drug discovery and development organizations. He currently serves as a member of the board of directors of Filament Health Corp. and a strategic consultant to various biotechnology companies. Mr. Messinger most recently served as Chief Financial Officer of ContraFect Corporation, where he led the company through its Nasdaq IPO in 2014, multiple financing rounds, including investments from Pfizer Inc., and a $90 million contract with BARDA (Biomedical Advanced Research and Development Authority). Prior to joining ContraFect, Mr. Messinger held senior financial roles at Lexicon Pharmaceuticals, Inc. and Coelacanth Corporation. He started his career as an auditor at Ernst & Young LLP. Mr. Messinger received his B.B.A. degree in accounting from the University of Michigan.
“The commercial results from the use of SeaStar Medical’s first-in-class QUELIMMUNE (SCD-PED) therapy in pediatric AKI patients to date, in addition to the clinical data obtained prior to approval, is truly remarkable,” stated Mr. Messinger. “I am very excited to work with the SeaStar Medical team to build on their early success, expand our SCD therapy to address multiple indications, and fulfill our mission to spare organ function and save lives in patients impacted by destructive hyperinflammation.”
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 Medical’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 and gain regulatory approval; 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. 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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