SeaStar Medical Holding Corporation filed a Form S-3 registration statement with the SEC on October 30, 2026, covering the resale of up to 1,767,784 shares of common stock issuable upon the exercise of warrants held by selling stockholders.

Key Highlights

  • Total resale shares: Up to 1,767,784 shares of common stock, par value $0.0001 per share, are being registered for resale by selling stockholders.
  • October Series A Warrants: Up to 854,002 shares are issuable at an exercise price of $3.616 per share, with a five-year term from the effective date of the registration statement.
  • October Series B Warrants: Up to 854,002 shares are issuable at an exercise price of $3.616 per share, with an 18-month term from the effective date of the registration statement.
  • Placement Agent Warrants: Up to 59,780 shares are issuable at an exercise price of $4.8325 per share; these warrants are immediately exercisable with a five-year term from the effective date.
  • Recent stock price: On October 29, 2026, the last sale price of the common stock was $2.31 per share, and the last sale price of the listed warrants was $0.0148 per warrant, according to the filing.
  • Company receives no proceeds: The filing states that SeaStar Medical will not receive any proceeds from the sale of the resale shares by the selling stockholders.

SeaStar Medical Registers Warrant-Backed Shares for Resale Under Shelf Process

SeaStar Medical Holding Corporation, listed on The Nasdaq Capital Market under the symbols NASDAQ:ICU (common stock) and "ICUCW" (listed warrants), filed a Form S-3 registration statement on October 30, 2026, to register up to 1,767,784 shares of common stock for resale by identified selling stockholders. The shares are issuable upon exercise of three classes of warrants, and the company is not offering any shares itself under this prospectus.

According to the filing, the October Series A Warrants and October Series B Warrants were issued pursuant to letter agreements dated October 2, 2026, in reliance on exemptions provided by Section 4(a)(2) of the Securities Act of 1933. The October Placement Agent Warrants were issued pursuant to an engagement letter dated September 24, 2026, also under those exemptions. The filing states that SeaStar Medical is covering the cost of registering the resale shares and related expenses, while the selling stockholders are responsible for selling commissions, transfer taxes, and other costs related to the offer and sale of their shares.

The selling stockholders may sell shares at fixed prices, at prevailing market prices, at prices related to prevailing market prices, or at negotiated prices, and may sell through underwriters, broker-dealers, or agents, according to the prospectus. The company is classified as a smaller reporting company and an emerging growth company under federal securities laws, making it subject to reduced public company reporting requirements. The registration statement remains preliminary and is subject to completion; the filing notes that the securities may not be sold until the registration statement is effective.

What Was Disclosed

SeaStar Medical Holding Corporation filed a Form S-3 on October 30, 2026, registering up to 1,767,784 warrant-backed shares for resale by selling stockholders. The company disclosed it will receive no proceeds from the resale and that warrants were issued in October 2026 under Securities Act exemptions.