SeaStar Medical collects about $3.3 million from warrant exercises

SeaStar Medical Holding Corporation entered into letter agreements on October 2, 2026, with holders of certain outstanding common stock purchase warrants. The holders exercised warrants to buy an aggregate of 854,002 shares of common stock for cash at a reduced exercise price of $3.866 per share. The company reported the transaction in a Form 8-K filed on October 5, 2026. The gross proceeds from the exercises were approximately $3.3 million before placement agent fees and offering expenses. The offering closed on October 5, 2026. The company intends to use the net proceeds for general corporate purposes, which may include additions to working capital and capital expenditures.

The new warrants

In exchange for the immediate cash exercise, the holders received new unregistered Series A common stock purchase warrants and Series B common stock purchase warrants. Each series covers up to 854,002 shares. Both are immediately exercisable at $3.616 per share. The Series A warrants run for five years from the effective date of the resale registration statement. The Series B warrants run for 18 months from the same date.

The company agreed to file a registration statement for the resale of the new warrant shares within 30 calendar days after October 2, 2026. It agreed to use commercially reasonable efforts to have that statement declared effective within 60 calendar days, or within 90 calendar days if the SEC conducts a full review. It must keep the statement effective until no holder owns any new warrant or warrant share.

Under the letter agreements, the company may not issue or announce new common stock or equivalents, or file certain registration statements, until 30 calendar days after the closing. It also may not effect any Variable Rate Transaction, as defined in the letter agreements, until six months after the closing, subject to certain exceptions.

The placement agent and its fees

H.C. Wainwright & Co., LLC, referred to in the filing as Wainwright, acted as the exclusive placement agent under an engagement agreement dated as of September 24, 2026. The company agreed to pay Wainwright a cash fee equal to 7.0% of the gross proceeds from the offering, plus a management fee equal to 1.0% of those proceeds. It also agreed to pay $75,000 of non-accountable expenses and a $15,950 clearing fee.

The company also issued Wainwright or its designees placement agent warrants to purchase up to 59,780 shares of common stock at $4.8325 per share. Those warrants are immediately exercisable and run for five years from the effective date of the resale registration statement. The new warrants, placement agent warrants and their shares were issued without registration under Section 4(a)(2) of the Securities Act and Rule 506, as sales to accredited investors. The 8-K names Wainwright as the only placement agent and no underwriter.

Recent financial position

The financial data attached to the filing come from the company's annual report on Form 10-K filed March 25, 2026. For fiscal 2025, the company reported revenue of $1.2 million, up from $135,000 in 2024. Research and development expense was $7.5 million in 2025, against $9.1 million in 2024. The net loss was $12.2 million for 2025, against $24.8 million for 2024. Cash from operations was negative $13.6 million in 2025 and negative $16.0 million in 2024.

The most recent cash balance in the financial data is $6.3 million at June 30, 2025, taken from a 10-Q. The data do not include a 2026 balance sheet, so the figure above does not show the company's cash after the October offering.

The risks ahead

The company raised about $3.3 million by cutting the exercise price on existing warrants and handing out new ones, which adds to the share count and the warrant overhang. The 10-K data show a net loss of $12.2 million and cash from operations of negative $13.6 million for 2025, and the filing gives no cash balance after the offering. Still to come are the resale registration statement, due within 30 calendar days of October 2, and effectiveness within 60 or 90 days. New issuances are barred for 30 days after closing, and Variable Rate Transactions for six months.

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