SeaStar Medical (ICU) Prices 3.53M Share Offering at $1/70/sh

SeaStar Medical Holding Corporation (Nasdaq: ICU) (SeaStar Medical) today announced it has entered into a securities purchase agreement with a single institutional investor for the issuance and sale of an aggregate of 3,529,412 shares of its common stock (or pre-funded warrants in lieu thereof) in a registered direct offering. In a concurrent private placement, the Company also agreed to issue and sell to the investor warrants to purchase up to an aggregate of 3,529,412 shares common stock. The combined offering price for each share of common stock (or pre-funded warrant in lieu thereof) and accompanying warrants is $1.70 (or $1.699 with respect to pre-funded warrants). The pre-funded warrants will have an exercise price of $0.001 per share, will be exercisable immediately upon issuance, and will not expire until fully exercised. The warrants will have an exercise price of $1.70 per share, will be exercisable upon shareholder approval and will expire five years following the shareholder approval date.

The closing of the offering is expected to occur on or about February 3, 2025, subject to the satisfaction of customary closing conditions. The gross proceeds from the offering are expected to be approximately $6 million. SeaStar Medical intends to use the net proceeds of this offering for general corporate purposes, which may include additions to working capital and capital expenditures.

H.C. Wainwright & Co. is acting as the exclusive financial advisor to SeaStar Medical in connection with the offering.

The shares of common stock, pre-funded warrants, and shares of common stock underlying the pre-funded warrants are being offered by SeaStar Medical pursuant to a shelf registration statement on Form S-3 (File No. 333-275968) that was previously filed with the Securities and Exchange Commission (“SEC”) on December 8, 2023, and subsequently declared effective on December 22, 2023. The securities offered in the registered direct offering are being offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying base prospectus relating to, and describing the terms of, the registered direct offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. The warrants to be issued in the concurrent private placement and the shares issuable upon exercise of such warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

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