SeaStar Medical Announces Closing of $10 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules
July 11 2024 - 3:05PM
SeaStar Medical Holding Corporation (Nasdaq: ICU) (SeaStar Medical)
announces that it has closed its previously announced registered
offering for the issuance and sale of an aggregate of 947,868
shares of its common stock at a purchase price of $10.55 per share
of common stock in a registered direct offering priced
at-the-market under Nasdaq rules. In addition, SeaStar Medical has
issued in a concurrent private placement unregistered warrants to
purchase up to 947,868 shares of common stock. The warrants have an
exercise price of $10.55 per share, are immediately exercisable and
will expire five years following the issuance date.
H.C. Wainwright & Co. acted as the exclusive
placement agent for the offering.
The gross proceeds from the offering were
approximately $10 million, before deducting the placement agent’s
fees and other offering expenses. 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, and for the repayment of certain indebtedness.
The shares of common stock described above (but
not the unregistered warrants issued in the concurrent private
placement or the shares of common stock underlying such
unregistered warrants) were 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 offered
in the registered direct offering were 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 was filed with the SEC and
is 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 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 were
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 immune responses.
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 intended use of proceeds from the
offering. 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 Jody Cain (310) 691-7100 Jcain@lhai.com
# # #
SeaStar Medical (NASDAQ:ICU)
Historical Stock Chart
From Oct 2024 to Nov 2024
SeaStar Medical (NASDAQ:ICU)
Historical Stock Chart
From Nov 2023 to Nov 2024