ICU on Nasdaq

SeaStar Medical Holding Corp

In its 2026 annual report the company says: “We are a commercial-stage healthcare company focused on transformational treatments for critically ill patients facing organ failure and potential loss of life. Our Selective Cytopheretic Device is designed as a disease-modifying device that neutralizes over-active immune cells and stops the cytokine storm that yields destructive hyperinflammation and creates a cascade of events that wreak havoc in the patient’s body.”3 It is headquartered in Denver, Colorado.1 Its shares trade on Nasdaq under the symbol ICU.1

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Last updated Oct 20, 2026.

Overview

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  • TickerICU on Nasdaq1
  • IndustrySurgical & Medical Instruments & Apparatus1
  • HeadquartersDenver, Colorado1
  • Incorporated inDE2
  • Business address3513 Brighton Blvd, Suite 410, Denver, Co 802162
  • Filer category, Emerging growth company2
  • Legal formCorporation

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We are a commercial-stage healthcare company focused on transformational treatments for critically ill patients facing organ failure and potential loss of life. Our Selective Cytopheretic Device (“SCD”) is designed as a disease-modifying device that neutralizes over-active immune cells and stops the cytokine storm that yields destructive hyperinflammation and creates a cascade of events that wreak havoc in the patient’s body. It has broad potential applications for patients suffering from both acute and chronic kidney disease as well as cardiovascular and other serious inflammatory diseases.3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

95.7%Gross margin4
-986.6%Operating margin4
-984.6%Net margin4
814.1%Revenue growth, 20254
-116.6%Return on equity4

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue1¢$53.0K
  • Research and development99¢$7.5M
  • Income tax0¢$3.0K

Out of $1.2M in revenue.4 The company lost money this year.

Financial statements

Revenue54$1.2M in 2025
0$500.0K$1.0M$1.5M2023: $0$020232024: $135.0K$135.0K20242025: $1.2M$1.2M2025+814%
Gross profit54$1.2M in 2025
0$500.0K$1.0M$1.5M2023: $0$020232024: $135.0K$135.0K20242025: $1.2M$1.2M2025+775%
Operating income6754-$12.2M in 2025+174% since 2021
-$20.0M-$15.0M-$10.0M-$5.0M02021: -$4.4M-$4.4M20212022: -$11.6M-$11.6M2022+161%2023: -$14.2M-$14.2M2023+22%2024: -$17.8M-$17.8M2024+26%2025: -$12.2M-$12.2M2025−32%
Net income6754-$12.2M in 2025+164% since 2021
-$30.0M-$20.0M-$10.0M02021: -$4.6M-$4.6M20212022: -$12.2M-$12.2M2022+165%2023: -$26.2M-$26.2M2023+115%2024: -$24.8M-$24.8M2024−5%2025: -$12.2M-$12.2M2025−51%

Every line of the income statement as filed: the last 2 fiscal years, latest first.4

Period ending2025-12-312024-12-31
Net revenue$1.2M$135.0K
Cost of goods sold$53.0K$0
Gross profit$1.2M$135.0K
Research and development$7.5M$9.1M
General and administrative$5.8M$8.9M
Total operating expenses$13.4M$18.0M
Loss from operations-$12.2M-$17.8M
Interest income$325.0K$101.0K
Interest expense-$31.0K-$244.0K
Other financing costs-$298.0K$0
Change in fair value of convertible notes$0-$6.1M
Change in fair value of warrants liability$32.0K-$697.0K
Total other income (expense), net$28.0K-$7.0M
Loss before provision for income taxes-$12.1M-$24.8M
Provision for income taxes$3.0K$3.0K
Net loss-$12.2M-$24.8M
Net loss per share of common stock, basic and diluted (in dollars per share)-$5.86-$66.33
Weighted-average shares outstanding, basic and diluted (in shares)2.1M shares374.4K shares

Compare SeaStar Medical Holding Corp with another company

Corporate structure

SeaStar Medical Holding Corp sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of SeaStar Medical Holding Corp

  • INTRACOASTAL CAPITAL, LLC Filed SCHEDULE 13G/A on SeaStar Medical Holding Corp, latest May 13, 2026 (4 filings since Jun 27, 2025)
  • Ayrton Capital LLC Filed SCHEDULE 13G on SeaStar Medical Holding Corp, latest May 11, 2026 (4 filings since Nov 14, 2024)
  • ARMISTICE CAPITAL, LLC Filed SCHEDULE 13G/A on SeaStar Medical Holding Corp, latest Aug 14, 2025 (2 filings since May 15, 2025)
  • Vellar Opportunities Fund Master, Ltd. Filed SC 13G/A on SeaStar Medical Holding Corp, latest Feb 14, 2024 (4 filings since Nov 3, 2022)
  • Hudson Bay Capital Management LP Filed SC 13G/A on SeaStar Medical Holding Corp, latest Feb 9, 2023 (2 filings since Feb 8, 2022)
  • Karpus Management, Inc. Filed SC 13G/A on SeaStar Medical Holding Corp, latest Nov 10, 2022 (2 filings since Feb 14, 2022)
  • LMFAO Sponsor, LLC Filed SC 13D on SeaStar Medical Holding Corp, latest Nov 7, 2022
  • Dow Employees' Pension Plan Trust Filed SC 13G on SeaStar Medical Holding Corp, latest Nov 4, 2022
  • Union Carbide Employees' Pension Plan Trust Filed SC 13G on SeaStar Medical Holding Corp, latest Nov 4, 2022
  • Saba Capital Management, L.P. Filed SC 13G/A on SeaStar Medical Holding Corp, latest Feb 14, 2022
  • Space Summit Capital LLC Filed SC 13G/A on SeaStar Medical Holding Corp, latest Feb 2, 2022
  • SeaStar Medical Holding Corp Denver, Colorado

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What SeaStar Medical Holding Corp reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Inventory

ItemLatestA year beforeChange
Inventory, total$66.0K4 Dec 31, 2025$04 Dec 31, 2024

Properties, in its own words

We lease our headquarters on a month-to-month basis and our facility for final assembly, warehousing and fulfillment pursuant to an annual lease agreement at 3513 Brighton Boulevard, Denver, Colorado 80216. We believe this property is adequate to operate our business.

Item 2 of the 10-K filed Mar 25, 2026.3

Leadership

Who has led SeaStar Medical Holding Corp, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Bruce M. Rodgers2021
  2. Eric Schlorff2022–now

President

  1. Bruce M. Rodgers2021

Chief financial officer

  1. Richard D. Russell2021
  2. Caryl Baron2022–2023
  3. Michael Messinger2025–now
2025
Board members and other officers (15)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Chief Financial OfficerDavid Green named Jul 26, 202428
  • DirectorJohn A. Neuman named Jul 26, 202428
  • DirectorKenneth Van Heel named Jul 26, 202428

Former names

  • LMF Acquisition Opportunities IncDec 1, 2020 to Oct 27, 20222

Timeline

  1. Oct 5, 20268-K Entered a material agreement; Unregistered sale of shares; Other events29
  2. Aug 12, 20268-K Results of operations30
  3. Jul 1, 20268-K Executive or director change31
  4. Jun 23, 20268-K Executive or director change32
  5. Jun 17, 20268-K Executive or director change; Shareholder vote33
  6. May 13, 20268-K Results of operations34
  7. Apr 28, 20268-K Other events35
  8. Mar 25, 20268-K Results of operations36
  9. Jan 20, 20268-K Other events37
  10. Dec 23, 20258-K Change to shareholders' rights; Other events38
  11. Dec 18, 20258-K Change to shareholders' rights; Shareholder vote39
  12. Nov 17, 20258-K Executive or director change40
  13. Nov 1, 2022New chief executive Eric Schlorff becomes CEO11
  14. Jan 25, 2021New chief executive Bruce M. Rodgers becomes CEO12

Calendar

Coming up

  1. Nov 12, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($1.30) a share, on Nov 13, 2025.41

When it reported results

  1. Aug 12, 2026Reported quarterly or annual results30
  2. May 13, 2026Reported quarterly or annual results34
  3. Mar 25, 2026Reported quarterly or annual results36
  4. Nov 13, 2025Reported quarterly or annual results42
  5. Aug 14, 2025Reported quarterly or annual results43
  6. May 14, 2025Reported quarterly or annual results44
  7. Mar 27, 2025Reported quarterly or annual results45
  8. Nov 13, 2024Reported quarterly or annual results46

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

511 filings to the SEC since October 2021: 9 annual reports, 15 quarterly reports, 109 major events, 103 insider forms, 23 large holders, 2 private raises, 250 other. The latest 20:

  1. Oct 8, 2026D EDGAR
  2. Oct 5, 20268-K EDGAR
  3. Aug 19, 20264 EDGAR
  4. Aug 12, 202610-Q EDGAR
  5. Aug 12, 20268-K EDGAR
  6. Jul 21, 2026S-8 EDGAR
  7. Jul 2, 20264 FORM 4 - ERIC SCHLORFF RETENTION RSU GRANT EDGAR
  8. Jul 2, 20264 FORM 4 - KEVIN CHUNG RETENTION RSU GRANT EDGAR
  9. Jul 2, 20264 FORM 4 - BERNADETTE VINCENT 7-1-26 RSU GRANT EDGAR
  10. Jul 2, 20264 FORM 4 - JOHN NEUMAN 7-1-2026 RSU GRANT EDGAR
  11. Jul 2, 20264 EDGAR
  12. Jul 2, 20264 FORM 4 - JENNIFER A. BAIRD 7/1/2026 RSU GRANT EDGAR
  13. Jul 1, 20268-K EDGAR
  14. Jun 23, 20268-K/A EDGAR
  15. Jun 17, 20268-K EDGAR
  16. May 13, 202610-Q EDGAR
  17. May 13, 20268-K EDGAR
  18. May 13, 2026424B3 PROSPECTUS EDGAR
  19. May 13, 2026SCHEDULE 13G/A EDGAR
  20. May 11, 2026EFFECT EDGAR

The 511 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

23 open-market trades by officers, directors and large owners since October 2021: 23 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 18, 2026Messinger MichaelChief Financial OfficerBuy750$3.27$2.5KForm 4
Dec 19, 2025Baird Jennifer ADirectorBuy4,200$0.24$1.0KForm 4
Dec 9, 2025Messinger MichaelChief Financial OfficerBuy14,500$0.35$5.1KForm 4
Aug 27, 2025Van Heel KennethDirectorBuy10,000$0.86$8.6KForm 4
Aug 26, 2025Van Heel KennethDirectorBuy25,000$0.89$22.2KForm 4
Aug 22, 2025Chung KevinChief Medical OfficerBuy10,000$0.80$8.0KForm 4
Jun 30, 2025Baird Jennifer ADirectorBuy10,000$0.42$4.2KForm 4
Jun 24, 2025Neuman JohnDirectorBuy40,000$0.36$14.4KForm 4
May 20, 2025Baird Jennifer ADirectorBuy10,000$1.28$12.8KForm 4
May 20, 2025Chung KevinChief Medical OfficerBuy4,500$1.25$5.6KForm 4
Dec 11, 2024Neuman JohnDirectorBuy10,000$2.04$20.4KForm 4
Nov 18, 2024Chung KevinChief Medical OfficerBuy4,250$1.99$8.5KForm 4
Sep 30, 2024Chung KevinChief Medical OfficerBuy1,000$4.26$4.3KForm 4
Aug 15, 2024Neuman JohnDirectorBuy10,000$5.24$52.4KForm 4
Jun 17, 2024Neuman JohnDirectorBuy10,000$4.35$43.5KForm 4
Jun 14, 2024Neuman JohnDirectorBuy10,000$3.69$36.9KForm 4
Nov 22, 2023Van Heel KennethDirectorBuy100,000$0.40$40.0KForm 4
May 30, 2023Chung KevinChief Medical OfficerBuy12,543$0.48$6.0KForm 4
May 25, 2023Russell Richard D.DirectorBuy20,000$0.50$10.0KForm 4
May 18, 2023Chung KevinChief Medical OfficerBuy7,500$0.70$5.2KForm 4

All 23 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Eric Schlorff53$406.5K58
2025Kevin Chung53$345.0K$367.5K58
2025David Green$231.2K$253.8K58
2025Michael Messinger51$30.0K$30.0K58
2024Chief Financial Officer (former)$363.7K$1.0M58
2024Chief Executive Officer$420.0K$578.5K58
2024Chief Medical Officer$350.0K$395.1K58

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Jul 10, 2024Raised $10 million in a private offering of equity Form D: 4 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Geode Capital Management, LLC49,593$182.0K0.0%−6,049
Vanguard Capital Management LLC33,091$121.4K0.0%+4,300
UBS Group AG31,398$115.2K0.0%+30,605
Vanguard Fiduciary Trust Co13,692$50.2K0.0%No change
Jane Street Group, LLC12,634$46.4K0.0%−15,326
Northern Trust Corp10,402$38.2K0.0%New
PNC Financial Services Group, Inc.4,943$18.1K0.0%+3,195
Tower Research Capital LLC (TRC)1,356$5.0K0.0%−39
BlackRock, Inc.913$3.4K0.0%No change
Osaic Holdings, Inc.195$7140.0%−35
NewEdge Advisors, LLC176$6470.0%No change
Vanguard Global Advisers, LLC165$6060.0%No change
TD Waterhouse Canada Inc.22$1060.0%No change
SBI Securities Co., Ltd.14$510.0%No change
SOA Wealth Advisors, LLC.6$220.0%No change
Barclays PLC4$150.0%New
HighMark Wealth Management LLC2$70.0%No change
Caitong International Asset Management Co., Ltd2$70.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How SeaStar Medical Holding Corp is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARSeaStar Medical Holding Corp1
  • CIK0001831868
  • Employer ID (EIN)85-36811323
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company3
  • Incorporated inDelaware3
  • Fiscal year endsDecember 311
  • Industry code (SIC)3841 Surgical & Medical Instruments & Apparatus1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address3513 Brighton Blvd, Suite 410, Denver, CO 802161
  • Phone844-427-81001
  • Shares outstanding4,406,841 as of Aug 5, 20269
  • Public float$7.3M as of Jun 30, 20253
  • AuditorWithumSmith+Brown, PC, East Brunswick, New Jersey PCAOB ID 100; no auditor attestation of internal control over financial reporting3
  • On EDGAR sinceDec 1, 20201
  • Filings541 in all: 8-K (105), 4 (84), 424B3 (79), CORRESP (28), UPLOAD (24), 3 (22), EFFECT (22), 10-Q (17)1
    All 45 form types

    425 (12), POS AM (12), 424B5 (11), S-1 (10), 8-K/A (8), DEF 14A (8), SC 13G (8), SC 13G/A (8), PRE 14A (7), 10-K (6), S-1/A (6), S-3 (6), SCHEDULE 13G/A (6), S-3/A (5), S-8 (5), 10-K/A (4), 4/A (4), NT 10-Q (4), S-4/A (4), SCHEDULE 13G (3), 424B4 (2), ARS (2), D (2), DEFA14A (2), DRS (2), NT 10-K (2), 15-15D (1), 25-NSE (1), 424B7 (1), 8-A12B (1), 8-A12B/A (1), CERT (1), DEFR14A (1), RW (1), S-1MEF (1), S-4 (1), SC 13D (1)

  • Latest filingsAnnual report (10-K) Mar 25, 2026
    Quarterly report (10-Q) Aug 12, 2026
    Proxy statement (DEF 14A) Apr 29, 2026
    Latest 8-K (8-K) Oct 5, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.0001 par valueICUNasdaq
Warrants, each whole warrant exercisable for one share of Common Stock for $2,875 per shareICUCWNasdaq

From the cover page of the 10-K filed Mar 25, 2026 (Section 12(b) of the Exchange Act).3

Risk factors and legal proceedings

The risks SeaStar Medical Holding Corp names in Item 1A of its 10-K filed Mar 25, 2026: 55 risks under these headings, as written.3

  • Risks Relating to Our Financial Condition
  • We have incurred significant losses since our inception and anticipate that we will continue to incur significant losses for the foreseeable future.
  • We have not generated substantial revenue to date and we may never be profitable.
  • We may suffer from lack of availability of additional funds.
  • There is substantial doubt about our ability to continue as a going concern, and we will need additional financing to execute our business plan, to fund our operations and to continue as a going concern, and if we are unable to obtain additional financing, we may be required to pursue a restructuring of our operations or reorganization proceedings under applicable U.S. bankruptcy or insolvency laws.
  • In the event we pursue a restructuring or reorganization under applicable law, we will be subject to the risks and uncertainties associated with such proceedings.
  • We have a limited operating history, which makes it difficult to forecast our future results of operations.
  • Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.
  • We may become a defendant in one or more stockholder derivative, class-action, and other litigation, and any such lawsuits may adversely affect our business, financial condition, results of operations and cash flows.
  • Risks Related to Our Business Operations
  • We may face challenges in obtaining additional FDA approvals to market our products in the United States or abroad.
  • The United States could change tariff, trade, or tax provisions related to the manufacturing and sales of our products in ways that we currently cannot predict.
The other 45 risks
  • We plan to expand our operations and we may not be able to manage our growth effectively, which could strain our resources and delay or derail implementation of our business objectives.
  • We may pursue government funding in the future. Changing priorities within the U.S. government resulting in the loss of government grant funding could adversely impact our future growth plans.
  • We currently depend on revenue generated from a single product and in the foreseeable future will be significantly dependent on a limited number of products.
  • If we fail to comply with extensive regulations of United States and foreign regulatory agencies, the commercialization of our products could be delayed or prevented entirely.
  • Delays in successfully completing our planned clinical trials could jeopardize our ability to obtain regulatory approval.
  • Delays, interruptions, or the cessation of production by our third-party suppliers of important materials or delays in qualifying new materials, may prevent or delay our ability to manufacture or process our SCD device.
  • Difficulties in manufacturing our SCD could have an adverse effect upon our revenue and expenses.
  • Our SCD technology may become obsolete.
  • We face intense competition in the medical device industry.
  • If our products, or the malfunction of our products, cause or contribute to a death or a serious injury, we will be subject to medical device reporting regulations, which can result in voluntary corrective actions or agency enforcement actions.
  • A lack of third-party coverage and reimbursement for our devices could delay or limit their adoption.
  • Adverse changes in reimbursement policies and procedures by payors may impact our ability to market and sell our products.
  • If we or our contractors or service providers fail to comply with laws and regulations, we or they could be subject to regulatory actions, which could affect our ability to develop, market and sell our product candidates and any other future product candidates and may harm our reputation.
  • Even with FDA approval, we may still be subject to enforcement action if we engage in improper marketing or promotion of our products.
  • We intend to outsource and rely on third parties in part for the clinical development and manufacture, sales and marketing of our SCD or any future product candidates that we may develop, and our future success will be dependent on the timeliness and effectiveness of the efforts of these third parties, for which we will not have full control.
  • We are and will be exposed to product liability risks, and clinical and preclinical liability risks, which could place a substantial financial burden upon us should litigation be pursued.
  • United States legislative or FDA regulatory reforms may make it more difficult and costly for us to obtain regulatory approval of our product candidates and to manufacture, market and distribute our products after approval is obtained.
  • We are subject to stringent and changing privacy laws, regulations and standards as well as policies, contracts and other obligations related to data privacy and security.
  • Our business operations will be adversely affected if our security measures, or those maintained on our behalf, are compromised, limited or fail.
  • We depend on key personnel and our inability to attract and retain qualified personnel could impede our ability to achieve our business objectives.
  • Our products may in the future be subject to product recalls.
  • Our forecasted operating and financial results rely in large part upon assumptions and analyses developed by us. If these assumptions and analyses prove to be incorrect, our actual operating and financial results may be significantly below our forecasts.
  • Our estimates of market opportunity, industry projections and forecasts of market growth may prove to be inaccurate.
  • Conflicts, military actions, terrorist attacks, political events, public health crises, changes in regulatory regimes and general instability, could adversely affect our business.
  • Risks Relating to Our Intellectual Property
  • We rely upon exclusively licensed patent rights from third parties which are subject to termination or expiration. If licensors terminate the licenses or fail to maintain or enforce the underlying patents, our competitive position could be materially harmed.
  • If we are unable to obtain and maintain sufficient patent protection for our products, if the scope of the patent protection is not sufficiently broad, or if the combination of patents, trade secrets and contractual provisions upon which we rely to protect our intellectual property are inadequate, our competitors could develop and commercialize similar or identical products, and our ability to commercialize such products successfully may be adversely affected.
  • If we do not obtain protection under the Hatch-Waxman Act and similar non-United States legislation for extending the term of patents covering our products, our business, results of operations and financial condition may be materially harmed.
  • We could become involved in intellectual property litigation that could be costly, result in the diversion of management’s time and efforts, require us to pay damages, prevent us from selling our commercially available products and/or reduce the margins we may realize from our products.
  • Issued patents covering one or more of our products could be found invalid or unenforceable if challenged in patent office proceedings, or in court.
  • If we are unable to protect the confidentiality of our trade secrets, the value of our technology could be adversely and materially affected, and our business could be harmed.
  • The United States government may exercise certain rights with regard to our inventions, or licensors’ inventions, developed using federal government funding.
  • Changes to the patent law in the United States and other jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our products.
  • Intellectual property rights do not necessarily address all potential threats to our competitive advantage.
  • Obtaining and maintaining our patent protection depends on compliance with various procedural, document submissions, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for noncompliance with these requirements.
  • We may obtain only limited geographical protection with respect to certain patent rights, which may diminish the value of our intellectual property rights in those jurisdictions and prevent us from enforcing our intellectual property rights throughout the world.
  • Risks Related to Being a Public Company
  • We do not have long-term experience operating as a United States public company and may not be able to adequately implement the governance, compliance, risk management and control infrastructure and culture required for a public company, including compliance with the Sarbanes-Oxley Act.
  • Our Common Stock may be delisted from Nasdaq if we do not maintain compliance with Nasdaq’s continued listing requirements. If our Common Stock is delisted, it could negatively impact us.
  • If we are unable to develop and maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may materially and adversely affect our business, results of operations and financial condition.
  • Risks Related to Ownership of Our Common Stock
  • The sale of our Common Stock in at-the-market offerings, our standby equity purchase agreement or through any similar arrangements may cause substantial dilution to our existing stockholders, and such sales, or the anticipation of such sales, may cause the price of our Common Stock to decline.
  • The trading price of our Common Stock has been volatile and is likely to be volatile in the future.
  • We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
  • If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
  • Future sales, or the possibility of future sales, of a substantial number of shares of our Common Stock could adversely affect the price of the shares and dilute stockholders.
  • We have not paid cash dividends in the past and do not expect to pay dividends in the future. Any return on investment may be limited to the value of our Common Stock.
  • We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and we intend to continue to take advantage of reduced disclosure and governance requirements applicable to emerging growth companies, which could result in our Common Stock being less attractive to investors and adversely affect the market price of our Common Stock or make it more difficult to raise capital as and when we need it.

Legal proceedings

Shareholder Derivative Claims

On July 5, 2024, Forrest A K Wells, a purported stockholder of ours, filed a putative class action complaint in the United States District Court for the District of Colorado, captioned Wells v. SeaStar Medical Holding Corporation et al, Case No. 1:24-cv-0187 (D. Colorado) (the “Class Action”). The Class Action alleges that we, our Chief Executive Officer and former Chief Financial Officer made or caused to be made material misstatements or omissions regarding our business and operations, allegedly culminating in our restatement of our consolidated financial statements, disclosed in a Form 8-K and filed on March 27, 2024. The Class Action asserts claims pursuant to the Securities Exchange Act of 1934, including Section 10(b), Rule 10b-5 promulgated thereunder and Section 20(a). The Class Action seeks to recover, among other remedies, compensatory damages. On March 4, 2025, the Plaintiff filed an amended complaint. The Defendants moved to dismiss the complaint. The Defendants’ motion to dismiss the complaint was referred to United States District Court Magistrate Judge Timothy P. O’Hara. On February 27, 2026, Magistrate Judge O’Hara issued a written report and recommendation to United States District Judge Regina M. Rodriguez that the complaint be dismissed with leave to amend (“R&R”). Lead Plaintiff filed an objection to the R&R on March 13, 2026, and Defendants are expected to respond on March 27, 2026. We cannot predict whether the Magistrate Judge’s R&R will be adopted, modified or rejected by the District Court, or whether the Lead Plaintiff will amend the complaint.

The opening of Item 3, Legal Proceedings.3

Sources

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