SeaStar Medical: prior warrants exercised for 854,002 shares; new warrants issued

What happened

• On Oct 2, 2026, SeaStar Medical Holding Corporation entered into letter agreements under which holders exercised certain prior common stock purchase warrants to purchase an aggregate of 854,002 shares of common stock at a reduced exercise price of $3.866 per share. The shares issued on exercise are registered under Form S-1 (Nos. 333-288065 and 333-289447).
• The holders received new unregistered Series A warrants exercisable for up to an aggregate of 854,002 shares and Series B warrants exercisable for up to an aggregate of 854,002 shares. The New Warrants are immediately exercisable at $3.616 per share. The Series A warrants have a term of five years from the effective date of the resale registration statement and the Series B warrants have a term of 18 months from that date.
• The closing of the offering occurred on Oct 5, 2026. The gross proceeds from the exercise of the prior warrants were approximately $3,300,000 prior to deducting placement agent fees and offering expenses. The company intends to use net proceeds for general corporate purposes, which may include additions to working capital and capital expenditures.
• H.C. Wainwright & Co., LLC acted as exclusive placement agent under an engagement dated Sep 24, 2026, for a cash fee equal to 7.0% of the gross proceeds plus a management fee equal to 1.0% of the gross proceeds, $75,000 of non-accountable expenses and $15,950 for its clearing fee. The company issued PA warrants to purchase up to an aggregate of 59,780 shares, exercisable at $4.8325 per share with a five-year term from the effective date of the resale registration statement.
• The New Warrants, PA warrants and related shares were issued without registration under the Securities Act in reliance on Section 4(a)(2) and Rule 506 and similar state law exemptions. The company agreed to file a resale registration statement for the New Warrant Shares within 30 days of Oct 2, 2026 and to use commercially reasonable efforts to have it declared effective within 60 days (or within 90 days in the event of a full SEC review).

Key details

• Prior warrants exercised for an aggregate of 854,002 shares at $3.866 per share.
• New Series A warrants and Series B warrants each exercisable for up to an aggregate of 854,002 shares; New Warrants exercise price $3.616 per share; Series A term five years, Series B term 18 months.
• Gross proceeds from exercise approximately $3,300,000; placement agent compensation 7.0% cash fee + 1.0% management fee + $75,000 + $15,950; PA warrants for up to 59,780 shares at $4.8325 per share.
• Company to file resale registration statement within 30 days and seek effectiveness within 60 days (or 90 days if full review); closing occurred Oct 5, 2026.

Why it may matter

• This report includes Item 1.01 (entry into a material definitive agreement) describing the letter agreements and warrant exercises, Item 3.02 (unregistered sales of equity securities) describing the issuance of new unregistered warrants and placement agent warrants, and Item 8.01 (other events) noting the Oct 5, 2026 press release. The filing does not show why the holders exercised their warrants or why the company entered into the agreements.