Exhibit 99.1
SeaStar Medical Holding Corporation Closes Initial $3.3 Million Tranche of $9.8 Million Private Placement
DENVER, March 16, 2023— SeaStar Medical Holding Corporation (Nasdaq: ICU) (“SeaStar Medical” or the “Company”), a medical device company developing proprietary solutions to reduce the consequences of hyperinflammation on vital organs, today announced the signing and closing of the initial $3.3 million tranche of a total anticipated $9.8 million private placement with a single institutional investor.
The investment is in the form of a Senior Unsecured Original Issue 8.0% Discount Convertible Note (the “Note”), resulting in proceeds before expenses to SeaStar Medical of approximately $3.0 million. The Note has a 15-month maturity. In addition, the Note will be convertible into shares of common stock of the Company at an initial conversion price equal to $2.70, subject to adjustment as further specified in the Note. The Note will be fully repayable in cash upon maturity. In addition, for as long as the Note is outstanding, the institutional investor has the option of prepayment of up to 20% of the issuance amount of a subsequent financing.
As part of the investment, the investor was also granted a five-year warrant to purchase an aggregate of 328,352 shares of common stock at an exercise price equal to $2.97, subject to adjustment.
Maxim Group LLC acted as the exclusive placement agent for the private placement.
SeaStar Medical has agreed to file a registration statement registering for the resale of the shares of common stock issuable upon conversion of the Note and upon exercise of the warrant. Upon the third trading day following the effectiveness of such registration statement, and subject to the satisfaction of certain conditions, the institutional investor will purchase a second note in the principal amount of approximately $2.2 million, less an 8.0% original issuance discount, resulting in proceeds before expenses to SeaStar Medical of approximately $2.0 million. Following the second closing, on a date that is no later than the one year anniversary of the first closing, and subject to the satisfaction of certain conditions, SeaStar Medical has the right to require the institutional investor to purchase a third note in the principal amount of approximately $2.2 million, less an 8.0% original issuance discount, resulting in proceeds before expenses to SeaStar Medical of approximately $2.0 million. Following the third closing, on a date that is no later than the one-year anniversary of the first tranche, and subject to the satisfaction of certain conditions, SeaStar Medical has the right to require the institutional investor to purchase a fourth note in the principal amount of approximately $2.2 million, less an 8.0% original issuance discount, resulting in proceeds before expenses to SeaStar Medical of approximately $2.0 million. At each closing, the institutional investor will also be entitled to receive an additional warrant (carrying the same terms as the initial warrant) to purchase shares of common stock equal to 25% of the face value of the Notes.
The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and accordingly may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Purchase Agreement includes representations, warranties, covenants and other terms typical of a transaction of this type, the full description of which can be reviewed in documents attached to the Company’s Current Report on Form 8-K filed with the SEC. You may also obtain these documents for free when they are available by visiting the SEC’s web site at www.sec.gov.
