What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-25 compared with 2025-03-27 · 45 added, 33 removed, 106 unchanged (42% of the section changed)

8 unchanged sentences

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Remediation of Previously Identified Material Weaknesses

As previously disclosed in the Annual Report to Form 10-K filed April 16, 2024, we identified material weaknesses in our internal controls over financial reporting as of December 31, 2023, which related to a deficiency in the design and operation of our financial accounting and reporting controls.

As noted at the time, we strengthened the accounting team in early 2024 with the hiring of an experienced Chief Financial Officer and Controller, as well as adding additional resources for our accounting and finance function.

The results of those efforts allowed us to overhaul the entire design and implementation of internal controls during 2024.

These efforts included the following:

• Identification and documentation of all processes that impacted our internal controls over financial reporting, including new processes that arose as we transitioned into commercial and fulfillment activities.

• Prepared a corporate wide risk assessment to evaluate where there were new controls necessary to mitigate those risks, as well as evidence were existing controls were in place to mitigate identified risks.

• Documented and implemented new entity-level controls.

• Designed and implemented new process-level and monitoring controls necessary to mitigate identified risks.

• Upgraded systems, IT resources and information technology general controls to remediate certain segregation of duty risks.

• Implemented the controls during 2024 such that we could demonstrate the operating effectiveness of these controls.

• As a result of these efforts, our management concluded that, as of December 31, 2024, the material weaknesses have been remediated.

Management ’ s Annual Report on Internal Control Over Financial Reporting

8 unchanged sentences

Changes in Internal Control over Financial Reporting

Except as noted above, there were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the three months ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the three months ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

On March 25, 2025, Allan Collins, a member of our Board, notified us that he would be resigning from his position, effective as of March 25, 2025.

Collins’ decision to resign was no t the result of any disagreement with us on any matter relating to our operations, policies or practices.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

6 unchanged sentences

The information required under this item is incorporated herein by reference to the definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission no later than 120 days after the close of the fiscal year ended December 31, 2025 .

Security Ownership of Certain Beneficial Owners a nd Management and Related Stockholder Matters.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

14 unchanged sentences

Second Certificate of Amendment of Third Amended and Restated Certificate of Incorporation of SeaStar Medical Holding Corporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed by the registrant on June 7, 2024).

Third Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of SeaStar Medical Holding Corporation.

Third Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of SeaStar Medical Holding Corporation (incorporated by reference to Exhibit 3.4 to Form 10-K filed by the registrant on March 27, 2025)

Second Amended and Restated Bylaws of SeaStar Medical Holding Corporation (incorporated by reference to Exhibit 3.1 of Form 8-K filed by the registrant on April 18, 2024).

1 unchanged sentence

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Form 8-K filed by the registrant on November 3, 2022).

Description of Securities

Description of Securities (incorporated by reference to Exhibit 4.5 of Form 10-K filed by the registrant on March 27, 2025)

Form of Series A Common Stock Purchase Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.2 of Form 8-K dated January 30, 2024).

5 unchanged sentences

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 of Form 8-K filed by the registrant on February 3, 2025).

Amended and Restated SeaStar Medical Holding Corporation 2022 Omnibus Incentive Plan (incorporated by reference to Appendix A to Proxy Statement filed by the registrant on May 3, 2024).

Form of Pre-Funded Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 of Form 10-Q filed by the registrant on August 13, 2025).

Form of Series A Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 of Form 10-Q filed by the registrant on August 13, 2025).

Form of Series B Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.3 of Form 10-Q filed by the registrant on August 13, 2025).

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.4 of Form 10-Q filed by the registrant on August 13, 2025).

Form of Pre-Funded Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 of Form 8-K dated July 14, 2025).

Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 of Form 8-K dated July 14, 2025).

Form of Placement Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.3 of Form 8-K dated July 14, 2025).

Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 of Form 8-K dated August 1, 2025).

Form of Placement Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.2 of Form 8-K dated August 1, 2025).

Amended and Restated SeaStar Medical Holding Corporation 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to Form S-8 filed by the registrant on August 8, 2025).

SeaStar Medical Holding Corporation 2022 Employee Stock Purchase Plan (incorporated by reference to Annex E to Form S-4 filed by the registrant on May 16, 2022).

Employment Agreement, dated January 10, 2024, by and between the Company and David Green (incorporated by reference to Exhibit 10.1 to Form 8-K dated January 11, 2024).

Warrant Redemption Agreement, dated June 28, 2024, by and between SeaStar Medical Holding Corporation and an institutional investor (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the registrant on July 2, 2024).

3 unchanged sentences

Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the registrant on February 3, 2025).

SeaStar Medical Holding Corporation Insider Trading Policy

Purchase Agreement, dated April 25, 2025, by and between SeaStar Medical Holding Corporation, and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the registrant on April 25, 2025) .

Registration Rights Agreement, dated April 25, 2025, by and between SeaStar Medical Holding Corporation, and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the registrant on April 25, 2025).

Form of Confidential Bonus Release Agreement (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the registrant on June 11, 2025).

Securities Purchase Agreement (incorporated by reference to Exhibit 10.13 of Form S-1/A filed by the registrant on June 20, 2025).

Engagement Agreement, dated May 17, 2024, by and between SeaStar Medical Holding Corporation and H.C.

Wainwright & Co., LLC.

(incorporated by reference to Exhibit 10.14 of Form S-1/A filed by the registrant on June 20, 2025).

Amendment to the Engagement Agreement, dated April 1, 2025, by and between SeaStar Medical Holding Corporation and H.C.

Wainwright & Co., LLC.

(incorporated by reference to Exhibit 10.15 of Form S-1/A filed by the registrant on June 20, 2025).

Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the registrant on July 14, 2025).

Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of Form -8-K filed by the registrant on August 1, 2025).

Consulting Agreement dated October 31, 2025, by and between the Company and Michael Messinger (incorporated by reference to Exhibit 10.1 of Form -8-K filed by the registrant on November 17, 2025).

Employment Agreement, dated May 18, 2022, by and between SeaStar Medical Holding Corporation and Kevin Chung (incorporated by reference to Exhibit 10.27 to Form S-4/A filed by the registrant on August 24, 2022).

Form of Amended and Restated Employment Agreement, by and between SeaStar Medical Holding Corporation and Eric Schlorff (incorporated by reference to Exhibit 10.32 to Form S-4/A filed by the registrant on August 24, 2022).

SeaStar Medical Holding Corporation Insider Trading Policy (incorporated by reference to Exhibit 19.1 to Form 10-K filed by the registrant on March 27, 2025).

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to Form 8-K filed by the registrant on November 4, 2022).

20 unchanged sentences

FORM 10-K SUMMARY.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized .

Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized .

SeaStar Medical Holding Corporation

5 unchanged sentences

March 25, 2026

/s/ David Green

/s/ Michael Messinger

Michael Messinger

Chief Financial Officer

(Principal Financial and Accounting Officer)

(Principal Financial Officer)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints Eric Schlorff his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to execute any or all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons in the capacities and on the dates indicated.

/s/ Eric Schlorff

Eric Schlorff

Chief Executive Officer and Director

(Principal Executive Officer)

March 25, 2026

/s/ David Green

Eric Schlorff

(Principal Executive Officer)

/s/ Michael Messinger

Chief Financial Officer

(Principal Financial and Accounting Officer)

March 25, 2026

/s/ Rick Barnett

Chairman of the Board of Directors

Michael Messinger

(Principal Financial Officer)

/s/ Bradford K.

March 25, 2026

(Principal Accounting Officer)

/s/ Jennifer A.

Chairperson of the Board of Directors

March 25, 2026

2 unchanged sentences

/s/ Kenneth Van Heel

Kenneth Van Heel

March 25, 2026

Kenneth Van Heel

/s/ Bernadette N.

Bernadette N.

March 25, 2026

Bernadette N.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures