SeaStar Medical Holding Corp美股招股说明书(2025-05-29版)

Common Stock This prospectus relates to the resale, from time to time, of up to 4,736,406 shares of our common stock, par value $0.0001 pershare (“Common Stock”), by Lincoln Park Capital Fund, LLC (“Lincoln Park” or the “selling stockholder”). The shares of Common Stock being offered by the selling stockholder have been or may be purchased pursuant to the purchaseagreement, dated April 25, 2025, that we entered into with Lincoln Park (the “Purchase Agreement”). See “The Lincoln ParkTransaction” for a description of the Purchase Agreement and “Selling Stockholder” for additional information regarding LincolnPark. The prices at which Lincoln Park may sell the shares will be determined by the prevailing market price for the shares or innegotiated transactions. We are not selling any securities under this prospectus and will not receive any of the proceeds from the saleof shares of Common Stock by the selling stockholder. We have not yet sold any shares of Common Stock to Lincoln Park under thePurchase Agreement. Subject to the Exchange Cap (as defined herein), we may receive up to $15.0 million aggregate gross proceeds(subject to certain limitations) under the Purchase Agreement from any sales we make to Lincoln Park pursuant to the PurchaseAgreement after the date of this prospectus. The selling stockholder may sell or otherwise dispose of the shares of Common Stock described in this prospectus in a number ofdifferent ways and at varying prices. See “Plan of Distribution” for more information about how the selling stockholder may sell orotherwise dispose of the shares of Common Stock being registered pursuant to this prospectus. The selling stockholder is an“underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended. The selling stockholder will pay all brokerage fees and commissions and similar expenses. We will pay the expenses (exceptbrokerage fees and commissions and similar expenses) incurred in registering the shares, including legal and accounting fees. See“Plan of Distribution.” We are a “smaller reporting company” under the federal securities laws and, as such, are subject to reduced public companyreporting requirements. See “Implications of Being a Smaller Reporting Company.” We are an “emerging growth company” under the federal securities laws and, as such, are subject to reduced public companyreporting requirements. See “Implications of Being an Emerging Growth Company.” Our Common Stock and warrants exercisable for one share of Common Stock for $11.50 per share (the “Listed Warrants”) aretraded on the Nasdaq Stock Market under the symbols “ICU” and “ICUCW,” respectively. On May 13, 2025, the closing price of ourCommon Stock was $1.27 per share, and the closing price of our Listed Warrants, was $0.321 per warrant. On June 7, 2024, we effected a 1-for-25 reverse stock split of the Common Stock (the “Reverse Split”) of our issued andoutstanding shares of Common Stock, and our shares of Common Stock began trading on a split-adjusted basis on the Nasdaq CapitalMarket on June 10, 2024 under the same symbol “ICU”. All of our stock options and warrants outstanding immediately prior to theReverse Split were proportionally adjusted except for the Listed Warrants and the private placement warrants that were issued as partof the SPAC transaction, which total 16,788,000 outstanding warrants in the aggregate (the “Unadjusted Warrants”). The UnadjustedWarrants retain an $11.50 exercise price each and require the exercise of 25 warrants to purchase one share of Common Stock. Unlessotherwise indicated, all other share and per share prices in this prospectus have been adjusted to reflect the Reverse Split. On June 24, 2024, we received a written notification from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”)that we were not in compliance with the requirement to maintain a minimum market value of listed securities of $35 million (the“MVLS Requirement”), as set forth in Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”), because the market value of our listedsecurities (the “Securities”) had been below $35 million for 30 consecutive business days. We had an initial 180 days, or untilDecember 23, 2024, to regain compliance with the MVLS Requirement. On December 24, 2024, we received written notification (the “Notification”) from Nasdaq stating that we had not regainedcompliance with the MVLS Requirement. Pursuant to the Notification, the Securities were subject to delisting from Nasdaq onJanuary 3, 2025, unless we requested a hearing before the Nasdaq Hearings Panel (the “Panel”) by December 31, 2024. On March 11, 2025, we received a decision letter (the “Letter”) from the Panel, granting our request to continue its listing onNasdaq, subject to certain conditions. The Panel’s decision provides us with an exception until June 22, 2025, to demonstratecompliance with the MVLS Requirement. Investing in our securities involves a high degree of risk. You