SeaStar Medical Holding Corp (ICU): debt financing — SeaStar Medical amends convertible note and registration rights agreements with 3i, LP; issues $0.5M note and warrants

On August 7, 2023, the Company issued a Note, convertible into shares of Common Stock at an initial conversion price of $0.20, in a principal amount of $543,478.26

In connection with the SPA Amendment and RRA Amendment, the Company and the Purchaser entered into that certain letter agreement (the “ Letter Agreement ”) providing for, among other things, (i) certain adjustment mechanisms for the Conversion Price (as defined in the Notes) of the existing Notes and additional Notes issued or to be issued under the Purchase Agreement, as amended, (ii) a 6-months waiver period of any cash payment obligations of the Company under each existing Note on each installment date and/or interest date, and (iii) the issuance of an additional Warrant to purchase an aggregate of 4,765,620 shares of Common Stock.

Also on August 7, 2023, the Company and the Purchaser entered into that First Amendment to Registration Rights Agreement (the “ RRA Amendment ”), pursuant to which, commencing on the 91st calendar day after the effective date of the RRA Amendment, the Company shall use commercially reasonable efforts to file a resale registration statement within 15 calendar days after the Purchaser’s request therefor and to cause such registration statement to be declared effective by the SEC within certain time frames.

On August 7, 2023, the Company and the Purchaser entered into that First Amendment to Securities Purchase Agreement (the “ SPA Amendment ”), pursuant to which the provisions of the third closing in the Purchase Agreement are amended and, commencing after the Second Closing Date (as defined in the Purchase Agreement) and except for the Initial Funding (as defined below), the Purchaser shall have the discretion to purchase additional Securities in an aggregate principal amount, including the Initial Funding, of $2 million, provided that the Purchaser shall purchase additional Securities in an aggregate principal amount of $1 million in two tranches no later than September 5, 2023 (the “ Initial Funding ”).