Prospectus Supplement No. 9

Filed Pursuant to Rule 424(b)(3)

File No. 333-269338

SeaStar Medical Holding Corporation

3513 Brighton Blvd,

Suite 410

Denver, CO 80216

(844) 427-8100

Prospectus Supplement No. 9

(to the Prospectus dated January 20, 2023)

 

 

This Prospectus Supplement No. 9 supplements and amends the prospectus dated January 20, 2023, as amended by Prospectus Supplement No. 1 dated February 13, 2023, Prospectus Supplement No. 2 dated February 15, 2023, Prospectus Supplement No. 3 dated March 16, 2023, Prospectus Supplement No. 4 dated March 31, 2023, Prospectus Supplement No. 5 dated March 31, 2023, Prospectus Supplement No. 6 dated May 10, 2023. Prospectus Supplement No. 7 dated May 19, 2023 and Prospectus Supplement No. 8 dated May 23, 2023 (the “Prospectus”), relating to the sale from time to time of up to 6,718,842 shares of our common stock by a selling shareholder.

On June 9, 2023, we filed with the U.S. Securities and Exchange Commission the attached Current Report on Form 8-K.

This Prospectus Supplement No. 9 should be read in conjunction with the Prospectus and is qualified by reference to the Prospectus except to the extent that the information in this Prospectus Supplement No. 9 supersedes the information contained in the Prospectus.

Our common stock is traded on the Nasdaq Stock Market under the symbol “ICU”. On June 9, 2023, the last reported sale price of our common stock was $0.58 per share.

 

 

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 8 of the Prospectus dated January 20, 2023.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus Supplement No. 9 is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

The date of this Prospectus Supplement No. 9 is June 12, 2023.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 6, 2023

 

 

SeaStar Medical Holding Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39927   85-3681132

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

3513 Brighton Blvd., Suite 410

Denver, Colorado

   80216
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code (813) 222-8996

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class

  

Trading Symbol(s)

  

Name of each exchange

on which registered

Common Stock, 0.0001 Par Value Member   ICU   The Nasdaq Stock Market LLC
Warrants Each Whole Warrant Exercisable For One Share Of Common Stock For 11.50 Per Share Member   ICUCW   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 1.01.

Entry into a Material Definitive Agreement.

On June 6, 2023, SeaStar Medical Holding Corporation (the “Company”) and Vellar Opportunity Fund SPV LLC – Series 4 (“Vellar”) entered into the Share Issuance and Settlement Agreement (the “Agreement”), pursuant to which the Company agreed to issue and deliver to Vellar 1,000,000 shares of common stock, par value $0.0001 per share, of the Company (the “Settlement Shares”) in lieu of the obligation of the Company to pay certain maturity consideration to Vellar under the Prepaid Forward Purchase Agreement, dated as of October 17, 2022, between the Company and Vellar (the “FPA”), as a result of the occurrence of a VWAP Trigger Event (as defined under the FPA). The Agreement also requires the Company to register the Settlement Shares on a registration statement filed pursuant to the Securities Act of 1933, as amended. As a result of the Agreement, both parties agreed that each party’s obligations under the FPA are terminated.

The above disclosure is a summary and qualified in its entirety by the Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report for the period ending June 30, 2023.

 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 9, 2023

 

                   SeaStar Medical Holding Corporation
  By:   /s/ Eric Schlorff
  Name:   Eric Schlorff
  Title:   Chief Executive Officer
LMF Acquisition Oppertun... (NASDAQ:LMAOU)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more LMF Acquisition Oppertun... Charts.
LMF Acquisition Oppertun... (NASDAQ:LMAOU)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more LMF Acquisition Oppertun... Charts.