SeaStar Medical Holding Corp美股招股说明书(2025-07-11版)

purchasers 4,841,232 shares of our common stock, par value $0.0001 per share (“Common Stock”). Concurrently in a private purchase warrant (the “Purchase Warrants”). The Purchase Warrants have an exercise price of $0.638, will be immediately exercisable shares of Common Stock issuable upon the exercise of the Purchase Warrants becomes effective. The Purchase Warrants and theshares of our Common Stock issuable upon the exercise of the Purchase Warrants are being offered pursuant to the exemptions provided in Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) promulgatedthereunder, and they are not being offered pursuant to this prospectus supplement and the accompanying prospectus.We are also offering 401,232 pre-funded warrants (the “Pre-Funded Warrants”) to those purchasers whose purchase of shares ofCommon Stock in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owningmore than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Stock following the consummation of this separable and will be issued separately in this offering. For each Pre-Funded Warrant issued, the purchaser will receive one PurchaseWarrant. This prospectus also relates to the offering of the shares of Common Stock issuable upon exercise of the Purchase Warrants,Pre-Funded Warrants and Placement Agent Warrants (as defined herein).We are now subject to General Instruction I.B.6 of Form S-3, which limits the amounts that we may sell under the registrationstatement of which this prospectus supplement and the prospectus form a part. The aggregate market value of our Common Stock heldby non-affiliates pursuant to General Instruction I.B.6 of Form S-3 is approximately $22,766,502.20, which was calculated based onapproximately 17,599,923 shares of our outstanding Common Stock held by non-affiliates on July 10, 2025 at a price of $1.30 pershare, the closing price of our Common Stock on May 21, 2025. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we The purchase price of each share of Common Stock, together with the accompanying Purchase Warrants, is $0.763.We have engaged H.C. Wainwright & Co., LLC (the “Placement Agent” or “Wainwright”), as our exclusive placement agent inconnection with this offering. The Placement Agent has agreed to use its reasonable best efforts to sell the securities offered by thisprospectus supplement and the accompanying prospectus and has no obligation to buy any of the Securities from us or to arrange forthe purchase or sale of any specific number or dollar amount of the Securities. We have agreed to pay the Placement Agent the fees setforth in the table below. We have not made any arrangements to place the funds from the investors in an escrow, trust or similar Offering price$0.763$4,000,000.0Placement Agent fees(1)$0.05341$280,000.000.70959$3,720,000.0 (1)We have agreed to pay the Placement Agent in connection with this offering (i) a cash fee equal to 7.0% of the aggregate gross proceeds of this offering, (ii) a management fee equal to 1.0% of the aggregate gross proceeds of this offering, (iii) a non-accountable expense allowance of $25,000, (iv) up to $50,000 for fees and expenses of the Placement Agent’s counsel and otherout of pocket expenses and (v) a closing fee of $15,950. We will also issue to the placement agent unregistered common stockpurchase warrants to purchase that number of shares of common stock equal to 7.0% of the aggregate number of shares ofCommon Stock sold in this offering, or common stock purchase warrants to purchase up to 366,972 shares of our Common Stock,exercisable at a price per share equal to $0.9538. See the section titled “Plan of Distribution” beginning on page S-13 of this Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page S-6 of this prospectussupplement, page 3 of the accompanying base prospectus and under similar headings in the documents incorporated byreference into this prospectus supplement and the accompanying base prospectus for a discussion of information that youshould consider before investing in our Common Stock.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering andcertain other matters. The second part, the accompanying base prospectus, provides more general information about us and our information in this prospectus supplement. You should rely only on the information contained in, or incorporated by reference into,this prospectus supplement and the accompanying base prospectus and any related “free writ