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SeaStar Medical Announces $10 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules DENVER (

Key Takeaway: SeaStar Medical Holding Corporation announced a registered direct offering to raise approximately $10 million by selling 947,868 shares of its common stock at $10.55 each. The transaction will include a concurrent private placement issuing unregistered warrants for the same share quantity, with an exercise price matching the offering price. Proceeds from the offering are intended for general corporate needs, including working capital and capital expenditures. The closing of the offering is expected shortly, pending customary conditions.

Market Sentiment Analysis

POSITIVE FACTORS

  • SeaStar Medical successfully raised $10 million through a registered direct offering.
  • The offering is priced at an attractive $10.55 per share.
  • The funds will be utilized for general corporate purposes, potentially enhancing operational capabilities.

Full Press Release Details

SeaStar Medical Announces $10 Million Registered
Direct Offering Priced At-the-Market Under Nasdaq Rules
DENVER (July 10, 2024) - SeaStar
Medical Holding Corporation (Nasdaq: ICU) (SeaStar Medical), today announced it has entered into a definitive agreement for the issuance
and sale of an aggregate of 947,868 shares of its common stock (or common stock equivalents in lieu thereof) at a purchase price of $10.55
per share of common stock (or per common stock equivalent in lieu thereof), in a registered direct offering priced at-the-market under
Nasdaq rules. In addition, in a concurrent private placement, SeaStar Medical will issue and sell unregistered warrants to purchase up
to 947,868 shares of common stock. The warrants will have an exercise price of $10.55 per share, will be exercisable immediately upon
issuance and will expire five years following the issuance date.
H.C. Wainwright & Co. is acting as the exclusive
placement agent for the offering.
The closing of the offering is expected to occur
on or about July 11, 2024, subject to the satisfaction of customary closing conditions. The gross proceeds from the offering are expected
to be approximately $10 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.
The shares of common stock (or common stock equivalents)
described above (but not the unregistered warrants issued in the concurrent private placement or the shares of common stock underlying
such unregistered 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 shares of common stock (or common stock equivalents) 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. Electronic copies of the final prospectus supplement
and the accompanying base prospectus relating to the offering, when available, may also be obtained by contacting H.C. Wainwright &
Co., LLC, at 430 Park Ave., New York, New York 10022, by telephone at (212) 856-5711, or by email at placements@hcwco.com.
The unregistered warrants described above are
being made in a transaction not involving a public offering and have not been registered under Section 4(a)(2) of the Securities Act of
1933, as amended (the "Securities Act") and/or Rule 506(b) of Regulation D promulgated thereunder and, along with the shares
of common stock underlying such unregistered warrants, have not been registered under the Securities Act or applicable state securities
laws. Accordingly, the unregistered warrants and underlying shares of common stock may not be offered or sold in the United States except
pursuant to an effective registration statement with the SEC or an applicable exemption from the registration requirements of the Securities
Act and such 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.
About SeaStar Medical
SeaStar Medical is a commercial-stage medical
technology company that is redefining how extracorporeal therapies may reduce the consequences of excessive inflammation on vital organs.
SeaStar Medical's novel technologies rely on science and innovation to provide life-saving solutions to critically ill patients.
The Company is developing and commercializing cell-directed extracorporeal therapies that target the effector cells that drive systemic
inflammation, causing direct tissue damage and secreting a range of pro-inflammatory cytokines that initiate and propagate imbalanced
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, statements related to the timing and completion of the registered direct offering
and concurrent private placement, the satisfaction of customary closing conditions related to the registered direct offering and concurrent
private placement 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; and (x) 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.
SeaStar Medical Contact:
LHA Investor Relations

Frequently Asked Questions

What is the value of SeaStar Medical's recent offering?

SeaStar Medical's recent offering is valued at approximately $10 million.

How many shares are being offered by SeaStar Medical?

SeaStar Medical is offering a total of 947,868 shares of common stock.

Who is the placement agent for SeaStar Medical's offering?

H.C. Wainwright & Co. is the exclusive placement agent for the offering.

What is the exercise price of the unregistered warrants?

The exercise price for the unregistered warrants is $10.55 per share.

When is the expected closing date for the offering?

The closing of the offering is expected around July 11, 2024.

Last updated: Jul 10, 2024