SeaStar Medical Holding Corp 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk. We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. 81 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 100 ) 82 Report of Independent Registered Public Accounting Firm (PCAOB ID: 32) 83 Consolidated Balance Sheets as of December 31, 2023 and 2022 86 Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022 87 Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended December 31, 2023 and 2022 88 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 89 Notes to Consolidated Financial Statements 91 82 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of SeaStar Medical Holding Corporation: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of SeaStar Medical Holding Corporation and its subsidiary (the “Company”) as of December 31, 2023, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt About the Company’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring operating losses and negative cash flows from operating activities since inception and expects to continue incurring operating losses and negative cash flows in the future. These matters raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Emphasis of the Matter – Restatement of Unaudited Condensed Consolidated Interim Financial Statements As discussed in Note 19 to the consolidated financial statements, the unaudited condensed consolidated interim financial statements as of and for the three months ended March 31, 2023, as of and for the three and six months ended June 30, 2023, and as of and for the three and nine months ended September 30, 2023 have been restated to correct certain misstatements. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company's auditor since 2023. 83 East Brunswick, New Jersey April 16, 2024 PCAOB ID No. 100 84 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of SeaStar Medical Holding Corporation Denver, Colorado Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of SeaStar Medical Holding Corporation (“the Company”) as of December 31, 2022, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of their operations and their cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. Going Concern The 2022 consolidated financial statements were prepared assuming that the Company would continue as a going concern. As of December 31, 2022, the Company had suffered recurring losses from operations, incurred negative cash flows from operating activities, and had stated that substantial doubt exists about the Company’s ability to continue as a going concern. The 2022 consolidated financial statements did not include any adjustments that might result from the outcome of this uncertainty. Restatement of the 2022 Financial Statements As discussed in Note 3 to the consolidated financial statements, the Company has restated its consolidated financial statements as of and for the year ended December 31, 2022 to correct certain misstatements. Basis for Opinion These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Armanino LLP Bellevue, Washington March 30, 2023, except for the effects of the restatement discussed in Note 3 to the consolidated financial statements, as to which the date is April 16, 2024. We began serving as the Company’s auditors in 2021. In 2023, we became the predecessor auditor. 85 SeaStar Medical Holding Corporation Consolidated Balance Sheets As of December 31, 2023 and 2022 (in thousands, except for share and per-share amounts) 2023 2022 (As Restated) ASSETS Current assets Cash $ 176 $ 47 Other receivables — 12 Prepaid expenses 2,132 1,460 Total current assets 2,308 1,519 Other assets 1,205 1,519 Total assets $ 3,513 $ 3,038 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable $ 4,372 $ 1,927 Accrued expenses 1,523 2,245 Contingent upfront payment for license agreement 100 — Notes payable, net of deferred financing costs 565 1,178 Convertible notes, current portion 4,179 — Forward purchase agreement derivative liability — 10,211 Liability classified warrants 2,307 587 Total current liabilities 13,046 16,148 Notes payable, net of deferred financing costs 4,143 7,652 Convertible notes, net of current portion 194 — Total liabilities 17,383 23,800 Commitments and contingencies (Note 14) Stockholders' deficit Preferred stock - $ 0.0001 par value, 10,000,000 and 10,000,000 shares authorized at December 31, 2023 and 2022, respectively; no shares issued and outstanding at December 31, 2023 and 2022, respectively. — — Common stock - $ 0.0001 par value per share; 500,000,000 and 100,000,000 shares authorized at December 31, 2023 and 2022, respectively; 47,615,285 and 12,699,668 shares issued and outstanding at December 31, 2023 and 2022, respectively 5 1 Additional paid-in capital 100,859 67,739 Accumulated deficit ( 114,734 ) ( 88,502 ) Total stockholders' deficit ( 13,870 ) ( 20,762 ) Total liabilities and stockholders' deficit $ 3,513 $ 3,038 The accompanying notes are an integral part of these consolidated financial statements. 86 SeaStar Medical Holding Corporation Consolidated Statements of Operations For the Years Ended December 31, 2023 and 2022 (in thousands, except for share and per-share amounts) 2023 2022 (As Restated) Operating expenses Research and development $ 5,973 $ 2,503 General and administrative 8,237 6,916 Origination cost of prepaid forward contracts — 2,190 Total operating expenses 14,210 11,609 Loss from operations ( 14,210 ) ( 11,609 ) Other income (expense) Interest expense ( 1,081 ) ( 630 ) Change in fair value of convertible notes ( 5,380 ) — Change in fair value of warrants liability 545 10,863 Change in fair value of notes payable derivative liability — ( 602 ) Change in the fair value of the forward purchase agreement derivative liability ( 1,308 ) ( 10,211 ) Loss on extinguishment of convertible notes ( 4,949 ) — Other income 151 — Total other income (expense), net ( 12,022 ) ( 580 ) Loss before provision for income taxes ( 26,232 ) ( 12,189 ) Provision for income taxes — 1 Net loss ( 26,232 ) $ ( 12,190 ) Net loss per share of common stock, basic and diluted $ ( 1.21 ) $ ( 1.48 ) Weighted-average shares outstanding, basic and diluted 21,670,330 8,211,256 The accompanying notes are an integral part of these consolidated financial statements. 87 SeaStar Medical Holding Corporation Consolidated Statements of Changes in Stockholders' Deficit For the Years Ended December 31, 2023 and 2022 (in thousands, except for share and per-share amounts) Stockholders' Deficit Total Common Shares Additional Accumulated Stockholders' Shares Amount Paid-In Capital Deficit Deficit Balance, December 31, 2021 7,238,767 $ 1 $ 73,495 $ ( 76,312 ) $ ( 2,816 ) Reverse recapitalization on October 28, 2022 4,162,040 — 3,294 — 3,294 Conversion of notes payable to common shares 598,861 — 5,989 — 5,989 PIPE financing, net of liability classified PIPE warrants 700,000 — 5,744 — 5,744 Issuance of liability classified warrants — — ( 10,194 ) — ( 10,194 ) Forward purchase agreement prepayment — — ( 11,900 ) — ( 11,900 ) Stock-based compensation — — 1,311 — 1,311 Net loss — — — ( 12,190 ) ( 12,190 ) Balance, December 31, 2022 (Restated) 12,699,668 1 67,739 ( 88,502 ) ( 20,762 ) Issuance of shares - equity line of credit 6,500,000 1 4,741 — 4,742 Issuance of shares - commitment fee for equity line of credit 218,842 — 1,000 — 1,000 Issuance of shares - conversion of convertible notes 22,847,745 2 10,409 — 10,411 Issuance of shares - exercise of warrants 2,955,164 1 1,651 — 1,652 Issuance of shares - vesting of RSUs 205,947 — — — — Issuance of shares - prepaid forward contracts 1,096,972 — 1,870 — 1,870 Forward purchase agreement derivative liability — — 11,519 — 11,519 Stock-based compensation 1,090,947 — 1,930 — 1,930 Net loss — — — ( 26,232 ) ( 26,232 ) Balance, December 31, 2023 47,615,285 $ 5 $ 100,859 $ ( 114,734 ) $ ( 13,870 ) The accompanying notes are an integral part of these consolidated financial statements 88 SeaStar Medical Holding Corporation Consolidated Statements of Cash Flows For the Years Ended December 31, 2023 and 2022 (in thousands, except for shares and per-share amounts) 2023 2022 (As Restated) Cash flows from operating activities Net loss $ ( 26,232 ) $ ( 12,190 ) Adjustments to reconcile net loss to net cash used in operating activities Amortization of discount on notes payable — 242 Amortization of deferred financing costs 48 — Non-cash accrued interest related to convertible notes — 341 Change in fair value of notes payable derivative liability — 602 Change in fair value of convertible notes 5,380 — Change in fair value of forward purchase agreement derivative liability 1,308 10,211 Change in fair value of liability classified warrants ( 545 ) ( 10,863 ) Loss on extinguishment of convertible notes 4,949 — Stock-based compensation 1,930 1,311 Changes in operating assets and liabilities Other receivables 12 4 Prepaid expenses ( 97 ) ( 1,073 ) Accounts payable 2,445 1,548 Accrued expenses 517 2,073 Net cash used in operating activities ( 10,285 ) ( 7,794 ) Cash flows from financing activities Proceeds from issuance of convertible notes 8,000 1,681 Proceeds from recapitalization — 9,961 Payment of recapitalization transaction costs — ( 1,211 ) Proceeds from PIPE Investors — 7,000 Payment for forward contracts — ( 11,940 ) Payment of convertible notes ( 400 ) — Proceeds from issuance of shares 4,742 — Proceeds from exercise of convertible note warrants 592 — Additional warrants 180 — Payment of commitment fee - equity line of credit ( 500 ) — Proceeds from sale of recycled shares 1,870 40 Proceeds from notes payable 800 1,878 Payment of notes payable ( 4,870 ) ( 15 ) Payment of Government loans — ( 63 ) Net cash provided by financing activities 10,414 7,331 Net increase (decrease) in cash 129 ( 463 ) Cash, beginning of period 47 510 Cash, end of period $ 176 $ 47 The accompanying notes are an integral part of these consolidated financial statements. 89 SeaStar Medical Holding Corporation Consolidated Statements of Cash Flows, cont'd For the Years Ended December 31, 2023 and 2022 (in thousands, except for shares and per-share amounts) Supplemental disclosure of cash flow information 2023 2022 (As Restated) Cash paid for income taxes $ — $ 1 Cash paid for interest $ 1,126 $ 6 Supplemental disclosure of noncash financing activities Value of derivative liability on issuance of convertible notes $ — $ 52 Noncash conversion of accrued expenses into convertible notes $ — $ 96 Conversion of notes payable to common stock $ — $ 5,989 Recapitalization transaction costs in accounts payable $ — $ 294 Recapitalization transaction costs in notes payable $ — $ 2,209 Shares issued as payment of convertible notes $ 10,411 $ — Shares issued to settle forward option-prepaid forward contracts $ 1,870 $ — Issuance of convertible note warrants $ 2,705 $ — The accompanying notes are an integral part of these consolidated financial statements. 90 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 Note 1. D e scription of Business Organization and description of busines s SeaStar Medical Holding Corporation, a Delaware corporation, and its wholly owned subsidiary, SeaStar Medical, Inc. (the "Predecessor"), are collectively referred to as the "Company". The Predecessor was incorporated as a Delaware corporation in June 2007, and it is headquartered in Denver, Colorado. The Company is in the pre-revenue stage focused on product development. The Company is principally engaged in the research, development, and commercialization of a platform medical device technology designed to modulate inflammation in various patient populations. The initial target of this technology is for the treatment of acute kidney injuries. On October 28, 2022, LMF Merger Sub, Inc., a wholly owned subsidiary of LMF Acquisition Opportunities, Inc., (“LMF” or the "Sponsor"), merged with and into the Predecessor (the "Business Combination"), with the Predecessor surviving the Business Combination as a wholly owned subsidiary of LMF. Following the consummation of the Business Combination, LMF was renamed to "SeaStar Medical Holding Corporation." Liquidity and going concern As of December 31, 2023, the Company has an accumulated deficit of approximately $ 114.7 million and cash of approximately $ 0.2 million. The Company does not believe that its cash on hand will be sufficient to enable it to fund its operations, including clinical trial expenses and capital expenditure requirements for at least 12 months from the issuance of these consolidated financial statements. The Company believes that these conditions raise substantial doubt about its ability to continue as a going concern. The Company's need for additional capital will depend in part on the scope and costs of its development activities. To date, it has not generated any revenue from the sales of commercialized products. Its ability to generate product revenue will depend on the successful development and eventual commercialization of its product. Until such time, if ever, it expects to finance its operations through the sale of equity or debt, borrowing under credit facilities, or through potential collaborations, other strategic transactions or government and other grants. Adequate capital may not be available to the Company when needed or on acceptable terms. If the Company is unable to raise capital, it could be forced to delay, reduce, suspend, or cease its research and development programs or any future commercialization efforts, which would have a negative impact on its business, prospects, operating results and financial condition. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. Risks and uncertainties The Company is subject to risks common to early-stage companies in the medical technology industry including, but not limited to, new medical and technological innovations, dependence on key personnel, protection of proprietary technology, and product liability. There can be no assurance that the Company's products or services will be accepted in the marketplace, nor can there be any assurance that any future products or services can be developed or deployed at an acceptable cost and with appropriate performance characteristics, or that such products or services will be successfully marketed, if at all. These factors could have a materially adverse effect on the Company's future financial results, financial position and cash flows. Note 2. Summary of Significant Accounting Policies Basis of presentation. The Company's consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC"). In connection with the preparation of the 2023 annual consolidated financial statements, the Company identified errors in its previously issued financial statements. 91 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 In accordance with SEC Staff Accounting Bulletin (“SAB”) No. 99, Materiality , and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements , the Company assessed the materiality of these errors to its previously issued consolidated financial statements. Based upon the Company’s evaluation of both quantitative and qualitative factors, the Company concluded the errors were material to the Company’s previously issued consolidated financial statements. Accordingly, the Company has restated its previously issued consolidated financial statements as shown in Note 3, Restatement of Previously Issued Consolidated Financial Statements and Note 19, Restatement of Quarterly Unaudited Results. All relevant footnotes have also been adjusted to reflect the impact of the restatements. Principles of consolidation. The Company's consolidated financial statements include the accounts of SeaStar Medical Holding Corporation, and its wholly owned subsidiary, the Predecessor. All significant intercompany balances and transactions have been eliminated in consolidation. Use of estimates. The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the period. Significant estimates include the valuation of the liability classified warrants, prepaid forward purchase agreement derivative liability, provision for income taxes, convertible debt measured at fair value, and the amount of stock-based compensation expense. Although actual results could differ from those estimates, such estimates are developed based on the best information available to management and management's best judgments at the time. Cash and cash equivalents. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company has periodically maintained balances in excess of federally insured limits. The company did not have any cash equivalents for fiscal year 2023 or 2022. Concentrations of credit risk. Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. Periodically, the Company may maintain deposits in financial institutions in excess of government insured limits. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows. Income taxes. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates expected to apply to taxable income in the periods in which such differences are expected to reverse. A valuation allowance is provided when the realization of net deferred tax assets is not deemed more likely than not. The Company complies with the provisions of Accounting Standards Codification ("ASC") 740, Income Taxes , which provides a comprehensive model for the recognition, measurement, and disclosure in consolidated financial statements of uncertain income tax positions that a company has taken or expects to take on a tax return. Under this guidance, a company can recognize the benefit of an income tax position only if it is more likely than not (greater than 50 %) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position; otherwise, no benefit can be recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50 % likelihood of being realized upon ultimate settlement. Additionally, the Company accrues interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. Interest and penalties are classified as income tax expense in the consolidated financial statements. Fair value option of accounting Generally, when financial instruments are first acquired and are not required to be recorded at fair value in accordance with ASC 825, Financial Instruments , which allows an entity to elect the fair value option (“FVO”). The FVO may be elected on an instrument-by-instrument basis only at the time of acquisition and once elected is irrevocable. The FVO allows an entity to account for the entire financial instrument at fair value with subsequent changes in fair value recognized in earnings 92 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 through the consolidated statements of operations at each reporting date. A financial instrument is generally eligible for the FVO if, amongst other factors, no part of the financial instrument is classified in stockholders’ equity. Based on the eligibility assessment discussed above, the Company concluded that its convertible notes (see Note 9) were eligible for the FVO and accordingly elected the FVO for those debt instruments. This election was made because of operational efficiencies in valuing and reporting for these debt instruments at fair value in their entirety at each reporting date. The convertible notes contain certain embedded derivatives that otherwise would require bifurcation and separate accounting at fair value. The convertible notes, inclusive of their respective accrued interest at the stated interest rates (collectively referred to as the “FVO debt instruments”) were initially recorded at fair value as liabilities on the consolidated balance sheets and subsequently re-measured at fair value at the end of each reporting period presented within the consolidated financial statements. The changes in fair value of the FVO debt instruments are recorded in changes in fair value of convertible notes, included as a component of other income (expense), net, in the consolidated statements of operations. Fair value of financial instruments The following provides a summary of those assets or liabilities for which the Company is required to measure at fair value either on a recurring basis, the valuation techniques and summary of inputs used to arrive at the measure of fair value. Changes in fair value of these assets or liabilities are recognized as a component of net income in the consolidated statement of operations. Changes in fair value of these assets or liabilities are considered unrealized gains or losses and therefore are classified as non-cash adjustments to reconcile net income to operating cash flows. Significant increases (decreases) in unobservable inputs used in fair value measurements could, in isolation, potentially result in a significantly lower or higher valuation for those assets or liabilities requiring recurring fair value measurements at each reporting date. Forward Purchase Agreement Derivative Liability. The prepaid forward purchase agreement derivative liability (the "FPA Derivative Liability") is required to be recognized as a liability as the financial instrument fails the "Indexation Guidance" of ASC 815-10 in addition to having certain settlement features that could or will require settlement in cash or shares, depending on the feature. The FPA Derivative Liability was initially recorded at $ 5.2 million on October 28, 2022 (see Note 5). The FPA Derivative Liability was remeasured each reporting period using a Monte-Carlo Simulation in a risk-neutral framework (a special case of the Income Approach). Specifically, the future stock price is simulated assuming a Geometric Brownian Motion (“GBM”). For each simulated path, the forward purchase value was calculated based on the contractual terms and then discounted at the term-matched risk-free rate. Finally, the value of the forward was calculated as the average present value over all simulated paths. Changes in the fair value of the FPA Derivative Liability are recorded each reporting period to the change in the fair value of the forward purchase agreement derivative liability in the consolidated statement of operations. Investor D Convertible Notes. The convertible notes are recorded as liabilities and are recorded at fair value based on Level 3 measurements. The estimated fair values of the convertible notes are each determined based on the aggregated, probability-weighted average of the outcomes of certain possible scenarios. The combined value of the probability-weighted average of those outcomes is then discounted back to each reporting period in which the convertible notes are outstanding, in each case, based on a risk-adjusted discount rate estimated based on the implied interest rate using the changes in observed interest rates of corporate rate debt that the Company believes is appropriate for those probability-adjusted cash flows. The change in fair value of the Investor D Convertible Notes each reporting period is recorded to the change in fair value of convertible notes in the consolidated statement of operations. Pre-Merger Notes Derivative Liability. Pre-merger notes derivative liabilities in the amounts of approximately $ 0.1 million were recorded during the first quarter of 2022 for the issuance of notes along with a corresponding debt discount (see Note 8). The notes liabilities are remeasured each reporting period using a probability-weighted model and assumption related to the conversion price and timing of conversion. The put option liability was valued based on the calculated returns as a result of the various discounts included in the Company’s notes and the related probability assessments of the various settlement scenarios. The notes derivative liability was extinguished as of the c losing of the Business Combination (the "Closing"), as a result of the conversion of the notes. On October 28, 2022, the put option liability was settled upon the Closing and reclassified to additional paid-in capital. Changes in fair value of the Pre-Merger Notes Derivative Liability each reporting period is recorded to the change in fair value of notes payable derivative liability in the consolidated statement of operations. 93 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 Liability Classified Warrants. During the fiscal year ended December 31, 2023 and 2022, the Company has entered into or assumed as part of the Business Combination various financial instruments, in the form of warrant agreements, that require classification as liabilities. This classification requires that the Company measure the warrants at fair value at inception, and the remeasure the warrants. The liability classified warrants consist of the following (see Note 11 for more information): Private Placement Warrants . The Company assumed 5,738,000 Private Placement warrants as part of the Business Combination. PIPE Warrants . The PIPE Warrants were entered into in congruence with the Business Combination, and include features similar to the Private Placement Warrants which require liability classification. Investor D Warrants . During the fiscal year ended December 31, 2023, the Company entered into various convertible credit agreements with an institutional investor ("Investor D") which included detachable and separately exercisable warrants to purchase shares of the Company's common stock (the "Investor D Convertible Note Warrants"). The Company uses a Black-Scholes option pricing model to fair value Warrants, using standard option pricing inputs such as the strike price of each warrant tranche, estimated volatility, time to maturity, and the risk-free interest rate. The risk-free interest rate is the U.S. Treasury rate at the date of issuance, and the time to maturity is based on the contractual life at the date of issuance, which is five years . The change in fair value of the liability classified warrants each reporting period is recorded to the change in fair value of warrants liability in the consolidated statement of operations. Operating Current Assets and Current Liabilities. The estimated fair value of prepaid expenses, accounts payable and accrued expenses approximates their fair value because of the short-term nature of these instruments. Stock-based compensation In accordance with ASC Topic 718, Compensation – Stock Compensation , the Company recognizes compensation expense for all stock-based awards issued to employees based on the estimated grant-date fair value, which is recognized as expense on a graded vesting approach over the requisite service period. The Company has elected to recognize forfeitures as they occur. The fair value of stock options is determined using the Black-Scholes option-pricing model. The determination of fair value for stock options on the date of grant using an option-pricing model requires management to make certain assumptions including expected volatility, expected term, risk-free interest rate and expected dividends in addition to the Company’s common stock valuation. The determination of fair value of restricted stock units is valued based on the value of the Company's common stock on the grant date (see Note 12). Prior to the Business Combination, due to the absence of an active market for the Company’s common stock, the Company utilized methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation to estimate the fair value of its common stock. In determining the exercise prices for options granted, the Company considered the fair value of the Company as of the grant date. The fair value of the Company was determined based upon a variety of factors, including the Company’s financial position, historical performance and operating results, the Company’s stage of development, the progress of the Company’s research and development programs, the prices at which the Company sold its convertible preferred stock, the superior rights, preferences and privileges of the Company’s convertible preferred stock relative to its common stock, external market conditions affecting the biotechnology industry, the lack of marketability of the Company’s common stock and the prospects of a liquidity event and the analysis of initial public offering and market performance of similar companies as well as recently completed mergers and acquisition of peer companies. Significant changes to the key assumptions underlying the factors used could result in different fair values of the Company at each valuation date. Research and development expenses Expenditures made for research and development are charged to expense as incurred. External costs consist primarily of payments for laboratory supplies purchased in connection with the Company’s discovery and preclinical activities, and process development and clinical development activities. Internal costs consist primarily of employee-related costs, consultants fees and costs related to compliance with regulatory requirements. 94 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 The Company records expenses related to external research and development services based on services received and efforts expended pursuant to invoices and contracts with consultants that supply, conduct, and manage preclinical studies and clinical trials on its behalf. Emerging growth company status The Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 ("JOBS Act"). Under the JOBS Act, emerging growth companies can take advantage of an extended transition period for complying with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (1) no longer an emerging growth company or (2) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. Net loss per share attributable to common stockholders The Company’s basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. The dilutive effect of these potential common shares is reflected in diluted earnings per share by application of the treasury stock method. See Note 17 for disclosures on exclusion of certain instruments which would be anti-dilutive in circumstances where the Company is reporting a net loss for that earnings period. Basic and diluted net loss per share attributable to common stockholders is presented inconformity with the two-class method required for participating securities as certain outstanding warrants are considered participating securities. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders. As the Company has reported a net loss for the period presented, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders for this period. Recently issued accounting standards not yet adopted In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09 Income Taxes (Topic 740) Improvements to Income Tax Disclosures . ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures. The amendments in this update are effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted. Recently adopted accounting standards In March 2022, the FASB issued ASU 2022-02, Financial Instruments—Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures . ASU 2022-02 provides resources to monitor and assist stakeholders with the implementation of ASU 2016-13, Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments . The amendments in this update were adopted by the Company on January 1, 2023 . There was no impact on the consolidated financial statements as a result of the adoption of ASU 2022-02. Note 3. Restatement of Previously Issued Consolidated Financial Statements As previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on March 27, 2024, certain of the Company’s previously filed interim unaudited and annual audited consolidated financial statements should no longer be relied upon and a restatement is required for these previously issued consolidated financial statements. The Company has restated herein its consolidated financial statements as of and for the year ended December 31, 2022. In addition, the Company has restated its unaudited quarterly financial statements for the first three quarters of the year ended December 31, 2023 as presented in Note 19, Restatement of Unaudited Quarterly Results. We have also restated related amounts within the accompanying footnotes to the consolidated financial statements 95 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 to conform to the corrected amounts in the consolidated financial statements. In addition to those items previously disclosed as requiring the Company to restate certain previously filed financial statements, the Company also made certain immaterial reclassifications for presentation purposes related to legal fees previously classified in research and development on the Company's statement of operations. The following financial statements provide a reconciliation from the originally "as reported" financial information to the now "as restated" financial information included in Note 3 as of and for the year ended December 31, 2022. Reconciliation of the Original and Restated Balance Sheet as of December 31, 2022 Year-ended December 31, 2022 (in thousands) As Previously Reported Restatement Impacts As Restated Ref. ASSETS Current assets Cash $ 47 $ — $ 47 Other receivables 12 — 12 Prepaid expenses 2,977 ( 1,517 ) 1,460 5 Total current assets 3,036 ( 1,517 ) 1,519 Forward option-prepaid forward contracts, net 1,729 ( 1,729 ) - 1 Other assets 2 1,517 1,519 5 Total assets $ 4,767 $ ( 1,729 ) $ 3,038 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable $ 1,927 $ — $ 1,927 Accrued expenses 2,245 — 2,245 Notes payable, net of deferred financing costs 1,178 — 1,178 Forward purchase agreement derivative liability — 10,211 10,211 2 Liability classified warrants — 587 587 3 Total current liabilities 5,350 10,798 16,148 Notes payable, net of deferred financing costs 7,652 — 7,652 Total liabilities 13,002 10,798 23,800 Commitments and contingencies (see Note 14) Stockholders' deficit Common stock - $ 0.0001 par value per share 1 — 1 Additional paid-in capital 91,089 ( 23,350 ) 67,739 1,3 Accumulated deficit ( 99,325 ) 10,823 ( 88,502 ) 4 Total stockholders' deficit ( 8,235 ) ( 12,527 ) ( 20,762 ) Total liabilities and stockholders' deficit $ 4,767 $ ( 1,729 ) $ 3,038 1. Impact from the derecognition of the asset portions of the previously recognized prepaid forward purchase agreements which, after further analysis, were determined by the Company to be an equity-type subscription receivable. 2. The the i mpact from the recognition of certain embedded features related to the prepaid forward purchase agreement. The embedded features are comprised of (i) a forward purchase agreement to purchase remaining unsold shares of the Company's stock for $ 10.37 per share, and (ii) certain additional settlement features that require the Company to pay an addition $ 2.50 per remaining unsold shares or additional cash consideration in the event the Company's common stock is delisted. 3. Recognition of liability classified warrants that were previously classified as components of equity. 96 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 4. Cumulative and current year impacts of corrections of errors to the consolidated statement of operations. 5. Reclassification of certain prepaid insurance contracts with terms in excess of one year from the balance sheet date, that were previously classified as current. Reconciliation of the Original and Restated Statement of Operations for the Year Ended December 31, 2022 Year-ended December 31, 2022 (in thousands) As Previously Reported Restatement Adjustments As Restated Ref. Operating expenses Research and development $ 2,819 $( 316 ) $ 2,503 1 General and administrative 6,600 316 6,916 1 Origination cost of prepaid forward contracts 2,190 — 2,190 Total operating expenses 11,609 — 11,609 Loss from operations ( 11,609 ) — ( 11,609 ) Other income (expense) Interest expense ( 630 ) — ( 630 ) Change in fair value of liability classified warrants — 10,863 10,863 3 Change in fair value of notes payable derivative liability ( 602 ) — ( 602 ) Change in fair value of forward purchase agreement derivative liability ( 10,170 ) ( 41 ) ( 10,211 ) 2 Gain (loss) on sale of recycled shares ( 1 ) 1 — 4 Total other income (expense), net ( 11,403 ) 10,823 ( 580 ) Loss before provision for income taxes ( 23,012 ) 10,823 ( 12,189 ) Provision for income taxes 1 — 1 Net loss $( 23,013 ) $ 10,823 $( 12,190 ) Net loss per share of common stock, basic and diluted $( 2.80 ) $ 1.32 $( 1.48 ) Weighted-average shares outstanding, basic and diluted (1) 8,211,256 8,211,256 8,211,256 (1) Retroactively restated to give effect to the reverse recapitalization 1. Presentation reclassification of legal expenses previously classified as research and development expense, reclassified to general and administrative expense. 2. Recognition of certain embedded features related to the prepaid forward purchase agreement, including (i) a forward purchase agreement to purchase remaining unsold shares of the Company's stock for $ 10.37 per share, and (ii) certain additional settlement features that require the Company to pay an addition $ 2.50 per remaining unsold shares or additional cash consideration in the event the Company's common stock is delisted. 3. Unrealized gain for the decline in fair value of liability classified warrants for the immediate post-Merger period to December 31, 2022, which were previously classified as a component of equity. 4. Elimination of gains or losses on sales of Recycled shares that were originally connected to the asset component of the prepaid forward purchase agreements that were determined to be more akin to an equity classified "subscription receivable." Reconciliation of the Original and Restated Statement of Cash Flows for the Year Ended December 31, 2022 97 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 Year-Ended December 31, 2022 (in thousands) As Previously Reported Restatement adjustments As Restated Ref. Cash flows from operating activities Net loss $ ( 23,013 ) $ 10,823 $ ( 12,190 ) 1 Adjustments to reconcile net loss to net cash used in operating activities Amortization of discount on notes payable 242 — 242 Non-cash accrued interest related to convertible notes 341 — 341 Change in fair value of notes payable derivative liability 602 — 602 Change in fair value of forward purchase agreement settlement derivative liability 10,170 41 10,211 3 Change in fair value of warrants liability — ( 10,863 ) ( 10,863 ) 2 (Gain) loss on sale of recycled shares 1 ( 1 ) — 4 Stock-based compensation 1,311 — 1,311 Changes in operating assets and liabilities Other receivables 4 — 4 Prepaid expenses ( 1,073 ) — ( 1,073 ) Accounts payable 1,548 — 1,548 Accrued expenses 2,073 — 2,073 Net cash used in operating activities ( 7,794 ) — ( 7,794 ) Cash flows from financing activities Proceeds from issuance of convertible notes 1,681 — 1,681 Proceeds from recapitalization 9,961 — 9,961 Payment of recapitalization transaction costs ( 1,211 ) — ( 1,211 ) Proceeds from PIPE Investors 7,000 — 7,000 Payment for forward contracts ( 11,940 ) — ( 11,940 ) Proceeds from sale of recycled shares 40 — 40 Proceeds from notes payable 1,878 — 1,878 Payment of notes payable ( 15 ) — ( 15 ) Payment of Government loans ( 63 ) — ( 63 ) Net cash provided by financing activities 7,331 — 7,331 Net decrease in cash ( 463 ) — ( 463 ) Cash, beginning of 2023 510 — 510 Cash, end of 2023 $ 47 $ — $ 47 As Previously Reported Restatement adjustments As Restated Ref. Supplemental disclosure of cash flow information Cash paid for income taxes 1 - 1 Cash paid for interest 6 - 6 Supplemental disclosure of noncash financing activities Value of derivative liability on issuance of convertible notes 52 - 52 Non-cash conversion of accrued expenses into convertible notes 96 - 96 Conversion of notes payable to common stock 5,989 - 5,989 Recapitalization transaction costs in accounts payable 294 - 294 Recapitalization transaction costs in notes payable 2,209 - 2,209 Shares issued as payment of convertible notes - - - Shares issued to settle forward option-prepaid forward contracts - - - Issuance of convertible note warrants - - - 1. Accumulated effects of adjustments due to the restatement to the consolidated statement of operations for the year ended December 31, 2022. 98 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 2. As a result of the recognition of formerly equity classified warrants as liabilities at the October 28, 2022, merger date, the decline in fair value of those warrants to December 31, 2022, was not previously recognized in earnings. 3. Result of the derecognition of the asset components to the prepaid forward purchase agreement, which, upon reassessment, determined to be a subscription receivable, and therefore, classified as a component of equity. However, certain embedded features related to the prepaid forward purchase agreement, including (i) a forward purchase agreement to purchase remaining unsold shares of the Company's stock for $ 10.37 per share, and (ii) certain additional settlement features that require the Company to pay an addition $ 2.50 per remaining unsold shares or additional cash consideration in the event the Company's common stock is delisted. 4. Elimination of gains or losses on sales of recycled shares that were originally connected to the asset component of the prepaid forward purchase agreements. 99 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 Reconciliation of the changes in Original and Restated Statement of Stockholders' Deficit for the Year Ended December 31, 2022 Stockholders' Deficit Common Shares Additional Accumulated Stockholders' (amounts in thousands, except per share amounts) Ref. Shares (1) Amount Paid-In Capital Deficit Deficit As Previously Reported Balance - January 1, 2022 7,238,767 $ 1 $ 73,495 $( 76,312 ) $( 2,816 ) Reverse recapitalization on October 28, 2022 4,162,040 — 3,294 — 3,294 Conversion of notes payable to common shares 598,861 — 5,989 — 5,989 PIPE financing 700,000 — 7,000 — 7,000 Stock-based compensation — — 1,311 — 1,311 Net loss — — — ( 23,013 ) ( 23,013 ) Balance - December 31, 2022 (as previously reported) 12,699,668 1 91,089 ( 99,325 ) ( 8,235 ) Restatement Impacts Balance - January 1, 2022 — — — — — PIPE financing, net of liability classified PIPE warrants 1 — — ( 1,256 ) — ( 1,256 ) Issuance of liability classified warrants 1 — — ( 10,194 ) — ( 10,194 ) Forward purchase agreement prepayment 2 — — ( 11,900 ) — ( 11,900 ) Net loss 3 — — — 10,823 10,823 December 31, 2022 (restatement impacts) — — ( 23,350 ) 10,823 ( 12,527 ) As Restated Balance - January 1, 2022 7,238,767 $ 1 73,495 ( 76,312 ) ( 2,816 ) Reverse recapitalization on October 28, 2022 4,162,040 — 3,294 — 3,294 Conversion of notes payable to common shares 598,861 — 5,989 — 5,989 PIPE financing, net of liability classified PIPE warrants 700,000 — 5,744 — 5,744 Issuance of liability classified warrants — — ( 10,194 ) — ( 10,194 ) Prepaid forward purchase agreement — — ( 11,900 ) — ( 11,900 ) Stock-based compensation — — 1,311 — 1,311 Net loss — — — ( 12,190 ) ( 12,190 ) Balance - December 31, 2022 (as restated) $ 12,699,668 $ 1 $ 67,739 $( 88,502 ) $( 20,762 ) 1. Impact from the recognition of previously equity classified warrants as liability classified, requiring the issuance date fair value to be reclassified from equity to a liability. 2. Derecognition of the asset related forward purchase agreement, which, after further consideration should have been accounted for as a subscription receivable. 3. Accumulated impact of the above adjustment to the consolidated statement of operations. 100 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 Note 4. Business Combination and Recapitalization On October 28, 2022, LMF, the Sponsor, consummated a series of transactions that resulted in the combination of LMF Merger Sub, Inc. and the Predecessor pursuant to an Agreement and Plan of Merger, as described in Note 1. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, LMF was treated as the acquired company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, the Predecessor's stockholders have the majority of the voting power of the combined entity, the Predecessor comprised all of the ongoing operations of the combined entity, the Predecessor comprised a majority of the governing body of the combined entity, and the Predecessor’s senior management comprised all of the senior management of the combined entity. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of the Predecessor issuing shares for the net assets of LMF, accompanied by a recapitalization. Since this is considered a recapitalization for accounting purposes, the net assets of LMF were not remeasured at fair value but were stated at historical cost and there was no goodwill or intangibles recognized. Operations prior to the Business Combination are those of the Predecessor. The aggregate consideration to the stockholders of the Predecessor at the closing of the Business Combination was approximately $ 85.4 million, which consisted of shares of the Company's Class A common stock, par value $ 0.0001 per share, valued at $ 10.00 per share, resulting in the issuance of 8,540,552 shares. Upon the Closing, each of the Predecessor’s outstanding convertible notes, in the amount of approximately $ 4.6 million and related accrued interest totaling approximately $ 0.3 million, less approximately $ 0.2 million in unamortized discounts converted into 598,861 shares of the Company's Class A common stock valued at $ 10.00 per share. The excess fair value of shares transferred for convertible note conversion of approximately $ 1.2 million is recorded in the consolidated statement of operations for the year ended December 31, 2022. Also, upon the Closing, 633,697 shares of Series B Preferred stock, 1,576,154 shares of Series A-1 Preferred stock, and 577,791 shares of Series A-2 Preferred stock of the Predecessor converted into 7,238,767 shares of SeaStar Medical Holding Corporation Class A common stock. The Predecessor’s 57,942 outstanding warrants were assumed by LMF and converted into 69,714 warrants to purchase SeaStar Medical Holding Corporation Class A common stock. The Predecessor’s 271,280 outstanding options were assumed by LMF and converted into 326,399 options to purchase SeaStar Medical Holding Corporation Class A common stock. The Predecessor’s 255,000 outstanding restricted stock unit awards were assumed by LMF and converted into 306,811 SeaStar Medical Holding Corporation restricted stock units. The increase in the number of stock-based awards was accounted for as a modification (see Note 13). As part of the Business Combination, approximately $ 92.1 million was paid to redeem Class A shares from LMF existing shareholders. 4,162,040 Class A shares remained unredeemed at the time of the Business Combination. LMF had 10,350,000 public warrants and 5,738,000 private placement warrants at the time of the Business Combination. The public warrants and the private placement warrants are classified as equity. The Company received net cash consideration of approximately $ 10.0 million and net liabilities of LMF of approximately $ 14.4 million. The net liabilities of LMF were as follows (in thousands): Other receivables $ 16 Prepaid expenses 1,871 Accrued expenses ( 82 ) Public warrants liability ( 1,241 ) Private placement warrants liability ( 10,194 ) LMFAO note payable ( 2,785 ) Maxim note payable ( 1,973 ) $ ( 14,388 ) The table below summarizes the shares of Class A common stock issued immediately after the Closing as well as the 101 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 impact of the transaction on the consolidated statement of changes in stockholders' deficit as of October 28, 2022. Common Shares Additional ($ in thousands) Shares Amount Paid-In Capital SPAC financing 4,162,040 $ — $ ( 921 ) Public warrants liability reclassified to equity — — 1,241 Transaction costs — — ( 3,714 ) Reverse recapitalization on October 28, 2022 4,162,040 $ — $ ( 3,394 ) Note 5. Forward Purchase Agreements In October 2022, LMF, the Sponsor entered into a Forward Purchase Agreements ("FPAs") with Vellar Opportunity Fund SPV LLC – Series 4 and HB Strategies LLC (“FPA Sellers"), whereby, prior to the Business Combination, the FPA Sellers purchased 1,151,400 LMF Class A Shares from redeeming holders (the “Recycled Shares”), and an additional 200,000 LMF Class A Shares constituting share consideration, each at an average price per share of $ 10.37 . Pursuant to the FPA, the FPA Sellers waived their redemption rights under the governing documents of LMF Merger Sub, Inc. in connection with the Business Combination. At the Closing, LMF paid to Vellar, out of funds held in the LMF trust account, aggregate amounts of approximately $ 14.4 million, an amount equal to 1,173,400 LMF Class A Shares ("Recycled Shares"), multiplied by $ 10.37 , the redemption price, approximately $ 2.1 million for the purpose of repayment of the FPA Sellers having purchased 200,000 shares from third parties in the open market, and reimbursement of legal expenses and a commission fee in the amount of approximately $ 0.2 million. The FPA Sellers could, at their discretion, sell Recycled Shares ("Terminated Shares"). The Company was entitled to proceeds from such sales of Terminated Shares equal to the number of Terminated Shares multiplied by the reset price (the "Reset Price"). The Reset Price was initially the per-share redemption price, but was adjusted on a monthly basis to the lower of (a) the then-current Reset Price, (b) $ 10.00 and (c) the volume weighted-average price ("VWAP") price of the last ten trading days of the prior calendar month, but not lower than $ 5.00 ; provided, however, that if the Company offered and sold Class A common stock, or then outstanding or future issued securities were exercised or converted, at a price lower than then then-current Reset Price, then the Reset Price would be modified to equal such reduced price. In the event that the VWAP Price was less than $ 3.00 per share for 20 trading days during any 30 trading-day-period, then the FPA Sellers could accelerate the maturity date ("Maturity Date"), which otherwise would have been the third anniversary of the Closing. Upon the occurrence of the Maturity Date, the Company was obligated to pay to the FPA Sellers an amount equal to the number of unsold Recycled Shares, multiplied by $ 2.50 (the "Maturity Consideration"). The Maturity Consideration was payable by the Company in cash, or at the Company’s option, as equity, issued in Class A common stock, with a per share issue price based on the average daily VWAP Price over 30 scheduled trading days. FPA Sellers would then deliver to the Company the number of unsold Recycled Shares. During the year ended December 31, 2022, 3,995 recycled shares were sold by FPA Sellers. There were 1,147,405 recycled shares remaining at December 31, 2022. During the year ended December 31, 2023, 374,005 recycled shares were sold by FPA Sellers. The Company received approximately $ 1.9 million for the shares sold and recognized a gain of approximately $ 1.3 million on the sale. Losses on remeasurement of approximately $ 1.7 million were recorded in change in fair value of forward option-prepaid forward contracts on the consolidated statement of operations for the year ended December 31, 2023. The FPAs were determined the have the following features: • A host loan to two shareholders consisting of a subscription receivable on the Company's own common stock. • Forward purchase agreement to purchase any unsold shares of the Company's stock at the maturity date for $ 10.37 per share. Some of all of the subscription receivable could be applied to settle this obligation. 102 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 • Embedded settlement features to be settled in cash or the Company's common stock depending on the cause and timing of the settlement (the "Settlement Features"). In accordance with ASC 815, Derivatives and Hedging , the Company had determined that the forward option within the Forward Purchase Agreement, coupled with certain settlement feeatures were embedded features that required bifurcation and recognition as a liability. The Company performed fair value measurements for the FPA Derivative Liabilities as of the Merger date, recognizing a liability of approximately $ 5.2 million. The derivative liability is being remeasured at each reporting date, with an additional $ 5.0 million recognized at December 31, 2022, as a result of the decline in the Company's stock price. During the twelve-months ended December 31, 2023, the Company recognized an additional $ 2.3 million of losses related to the further decline in the Company's stock price. In March 2023, the price of the Company stock was below $ 3.00 for more than 20 trading days and the FPA Sellers at their discretion had the ability to specify the maturity dates for the FPAs. During the year ended December 31, 2023, the FPA Sellers specified the maturity dates and the FPAs matured and were settled by transferring (i) 1,096,972 shares to the FPA Sellers and (ii) all remaining 773,400 unsold Recycled Shares. U pon the final settlement of the forward purchase agreement, the Company recognized an approximately $ 1.0 million gain as the ultimate amount to settle the repurchase of the Company's shares of common stock underlying this purchase agreement was reduced by the counterparties to the agreements. Approximately $ 11.5 million was reclassed to equity as a result of the settlement of the forward purchase agreements. Note 6. Accrued Expenses Accrued expenses consisted of the following amounts as of December 31, 2023 and 2022: ($ in thousands) December 31, 2023 December 31, 2022 Accrued bonus $ 501 $ 450 Accrued director compensation 427 61 Accrued research and development 507 — Accrued legal 43 — Accrued interest 19 112 Accrued commitment fee, equity line of credit - 1,500 Other 26 122 Total accrued expenses $ 1,523 $ 2,245 Note 7. Equity Line of Credit In August 2022, the Predecessor, LMAO, and Tumim Stone Capital LLC ("Tumim") entered into an equity line financing arrangement through a Common Stock Purchase Agreement ("Purchase Agreement") providing the right to sell Tumim up to $ 100 million worth of shares of common stock. The Purchase Agreement is subject to certain limitations and conditions and provided for a $ 2.5 million commitment fee payable to Tumim. The Company paid $ 1.0 million of the commitment fee in cash on the closing date of the Business Combination. The Company has recorded an accrued expense for the remaining $ 1.5 million of the commitment fee as of December 31, 2022, of which $ 1.0 million was paid in 218,842 shares of common stock and $ 0.5 million was paid in cash during the year ended December 31, 2023. The $ 2.5 million commitment fee was recorded in general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2022. During the year ended December 31, 2023, the Company sold 6,500,000 shares of common stock to Tumim for proceeds of approximately $ 4.7 million as part of the Purchase Agreement. As of December 31, 2023, approximately $ 95.3 103 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 million was available to draw. However, in February 2024, the Company and Tumim agreed to terminate the Purchase Agreement (see Note 15). Note 8. Notes Payable Notes payable consisted of the following as of December 31: ($ in thousands) December 31, 2023 December 31, 2022 LMFA notes payable $ 296 $ 968 LMFAO note payable 1,128 2,785 Maxim note payable 2,771 4,167 Insurance financing 565 910 Unamortized deferred financing costs ( 52 ) — 4,708 8,830 Less current portion ( 565 ) ( 1,178 ) $ 4,143 $ 7,652 Future maturities of principal repayment of the notes payable as of December 31, 2023 are as follows: ($ in thousands) 2024 $ 565 2025 4,143 $ 4,708 On March 15, 2023, the Company amended its LMFA notes payable, LMFAO note payable, and Maxim note payable, extending their maturity dates to June 15, 2024 . Additionally, the noteholders agreed to waive their right to receive mandatory prepayments for proceeds received from the first closing of the convertible note financings discussed in Note 9, but designated a mandatory prepayment amount to be paid upon the second closing of the convertible note financings. On May 12, 2023, another amendment was executed whereby the mandatory prepayment amount related to the second closing of the convertible note financings was waived. In consideration for such extensions, the Company agreed to pay the noteholders an aggregate amount of $ 0.1 million in cash upon receipt of proceeds from the issuance of the note at the second closing under the Securities Purchase Agreement ("SPA") (see Note 9). The $ 0.1 million consideration for the modification was capitalized as a deferred financing cost. The Company amortized $ 48 of the deferred financing cost during the year ended December 31, 2023. On August 7 and December 11, 2023, the Company entered into certain amendments and waivers for the LMFA notes payable, LMFAO note payable, and Maxim note payable. The lenders waved their rights to receive any mandatory prepayments for proceeds received by the Company from the convertible note financings and agreed to extend the maturity dates to 91 days after the last maturity date applicable to any of the notes issued pursuant to the amended SPA (see Note 9). In relation to the amendment to the Maxim note payable on December 11, 2023, the Company agreed to make a loan payment of $ 0.1 million and $ 0.1 million for placement and other past due fees. Senior Secured LMFA Notes Payable On September 9, 2022, the Predecessor entered into a Credit Agreement (“LMFA Note”) with LM Funding America, Inc. (“LMFA”) whereby LMFA agreed to make advances to the Predecessor of up to $ 0.7 million for general corporate purposes at an interest rate of 15 % per annum. All advances made to the Predecessor under the LMFA Note and accrued interest were due and payable to LMFA on the maturity date. The maturity date of the loan was the earlier of (a) October 25, 2022, (b) the consummation of the Business Combination, and (c) the termination of the Merger agreement. On October 28, 2022, SeaStar Medical Holding Corporation and LMFA entered into the First Amendment to Credit Agreement, dated September 9, 2022, between LMFA and the Predecessor whereby (i) the maturity date of the loan under the LMFA Note was extended to October 30, 2023 ; (ii) the Company is required to use 5.0 % of the gross cash proceeds received from any future debt and equity financing to pay outstanding balance of LMFA Note, provided that such repayment 104 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 is not required for the first $ 0.5 million of cash proceeds; (iii) the interest rate of the LMFA Note is reduced from 15 % to 7 % per annum; and (iv) the default interest rate is reduced from 18 % to 15 %. The LMFA Note contains customary representations and warranties, affirmative and negative covenants, and events of default. The balance due was approximately $ 0.3 million and $ 0.7 million as of December 31, 2023 and 2022, respectively. The Company recorded interest expense of $ 33 thousand and $ 19 thousand for the years ended December 31, 2023 and 2022, respectively. In addition, on October 28, 2022, the parties entered into a security agreement, pursuant to which SeaStar Medical Holding Corporation granted LMFA a security interest in substantially all of the assets and property of the Company, subject to certain exceptions, as collateral under the amended LMFA Note. In addition, the Company entered into a guaranty, dated October 28, 2022, whereby SeaStar Medical Holding Corporation unconditionally guarantees and promises to pay to LMFA the outstanding principal amount under the LMFA Note. On November 2, 2022, the Company entered into an additional promissory note in the amount of approximately $ 0.3 million with LMFA. The promissory note was noninterest bearing and was due on demand at any time on or after March 31, 2023. The note was paid in full in January 2023. Senior Secured LMFAO Note Payable On October 28, 2022, the Company entered into a consolidated amended and restated promissory note with LMFAO Sponsor, LLC, LMAO’s sponsor and the sole holder of founding shares (the “Sponsor”) as the lender, for an aggregate principal amount of $ 2.8 million (the “LMFAO Note”) to amend and restate in its entirety (i) the promissory note, dated July 29, 2022, for $ 1.0 million in aggregate principal amount issued by LMAO to the Sponsor and (ii) the Amended and Restated Promissory Note, dated July 28, 2022, for $ 1.8 million in aggregate principal amount, issued by LMAO to the Sponsor (collectively, the “Original Notes”). The LMFAO Note amended the Original Notes to (i) extend maturity dates of the Original Notes to October 30, 2023 ; (ii) permit outstanding amount due under the LMFAO Note to be prepaid without premium or penalty; and (iii) require the Company to use 20.0 % of the gross cash proceeds received from any future debt and equity financing to pay outstanding balance of LMFAO Note, provided that such repayment is not required for the first $ 500 of cash proceeds. The LMFAO Note carries an interest rate of 7 % per annum and contains customary representations and warranties and affirmative and negative covenants. The LMFAO Note is subject to events of default, which may result in the LMFAO Note becoming immediately due and payable, with interest of 15.0 % per annum. In addition, on October 28, 2022, the parties entered into a security agreement whereby the Company granted the Sponsor a security interest in substantially all of the assets and property of the Company, subject to certain exceptions, as collateral to secure the Company’s obligations under the LMFAO Note. The balance due was $ 1.1 million and $ 2.8 million as of December 31, 2023 and 2022, respectively. The Company recorded interest expense of $ 127 thousand and $ 35 thousand for the years ended December 31, 2023 and 2022, respectively. Unsecured Maxim Note Payable Pursuant to an engagement letter between the Company and Maxim dated October 28, 2022, the Company was required to pay Maxim, as its financial advisor, an amount equal to $ 4.2 million in cash as professional fees ($ 2.0 million assumed from LMAO and $ 2.2 million related to professional fees of the Company). Upon the Closing, the parties agreed that such amount would be paid in the form of a promissory note. Accordingly, on October 28, 2022, the Company entered into a promissory note with Maxim as the lender, for an aggregate principal amount of $ 4.2 million (the “Maxim Note”). The Maxim Note had a maturity date of October 30, 2023 and outstanding amounts may be prepaid without premium or penalty. If the Company receives any cash proceeds from a debt or equity financing transaction prior to the maturity date, then the Company is required to prepay the indebtedness equal to 25.0 % of the gross amount of the cash proceeds, provided that such repayment obligation shall not apply to the first $ 0.5 million of the cash proceeds received by the Company. Interest on the Maxim Note is due at 7.0 % per annum. The Maxim Note contains customary representations and warranties, and affirmative and negative covenants. The Maxim Note is subject to events of default, which may result in the Maxim Note becoming immediately due and payable, with interest of 15.0 % per annum. The balance of the Maxim Note was $ 2.8 million and $ 4.2 million as of December 31, 2023 and 2022, respectively. The Company recorded interest expense of $ 12 thousand and $ 249 thousand for the years ended December 31, 2023 and 2022, respectively. 105 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 Insurance Financing In October 2022, the Company entered into a financing agreement with a lender to finance a portion of the annual premium of an insurance policy in the amount of $ 0.9 million. Interest on the financing agreement is due at 7.35 % per annum. The balance due was $ 0.9 million as of December 31, 2022. The October 2022 financing agreement was paid in full during the year ended December 31, 2023. In October 2023, the Company entered into a financing arrangement with a lender to finance a portion of the annual premium of an insurance policy in the amount of $ 0.7 million. Interest on the financing agreement is due at 9.55 % per annum. The balance due was $ 0.6 million as of December 31, 2023. Eight monthly installments of principal and interest will be made during the year ended December 31, 2024. The Company recorded interest expense of $ 30 thousand and $ 7 thousand for the years ended December 31, 2023 and 2022, respectively, for insurance financing. Related Party Notes The Company from time to time has entered into short-term financings LMFA to provide short-term liquidity needs. A total of three notes were entered into during the fiscal year ended December 31, 2023, ranging from $ 25 thousand to $ 0.1 million, with a total borrowing of $ 225 thousand during the fiscal year. All notes had annualized interest of 7.00 % and were paid off within 30 days of each borrowing. There were no related party notes outstanding at December 31, 2023. 106 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 Note 9. Convertible Notes Senior Unsecured Convertible Notes Issued In 2023 Investor D Unsecured Convertible Notes On March 15, 2023, the Company entered into a Securities Purchase Agreement ("SPA") with an institutional investor ("Investor D") (the "Investor D SPA"), whereby the Company agreed to issue a series of four senior unsecured convertible notes (collectively, the "Investor D Convertible Notes") with principal proceeds totaling up to $ 9.8 million and warrants to purchase shares of the Company’s common stock. On March 15, 2023, the Company issued the first senior unsecured convertible note (the "First Investor D Note") in the amount of approximately $ 3.3 million, convertible into 1,207,729 shares of common stock at an initial conversion price of $ 2.70 . The First Investor D Note was issued at an 8.0 % discount, bears interest at 7.0 % per annum, matures on June 15, 2024 , and requires monthly installments of principal and interest. In addition, the Company issued warrants to purchase 328,352 shares of common stock (the "First Investor D Warrants"). The First Investor D Warrants have an initial exercise price of $ 2.97 per share of common stock, expire in five years from their issuance date, and contain a cashless exercise provision. On May 12, 2023, the Company issued a second senior unsecured convertible note (the "Second Investor D Note") in the amount of approximately $ 2.2 million, convertible into 805,153 shares of common stock at an initial conversion price of $ 2.70 . The Second Investor D Note was issued at an 8.0 % discount, bears interest at 7.0 % per annum, matures on August 12, 2024 , and requires monthly installments of principal and interest. In addition, the Company issued warrants to purchase 218,901 shares of common stock (the "Second Investor D Warrants"). The Second Investor D Warrants have an initial exercise price of $ 2.97 per share of common stock, expire five years from their issuance date, and contain a cashless exercise provision. First Amendment to the Investor D SPA On August 7, 2023, the Company entered into an amendment to the Investor D SPA , whereby the provisions of the third closing are amended (the "First Amended Investor D SPA"). Investor D shall have the discretion to purchase additional shares of the Company's stock in an aggregate principal amount of $ 2.0 million (the "Third Investor D Note"). The Third Investor D Note consisted of four tranches which closed on August 7, 2023 , August 30, 2023 , September 26, 2023 , and November 27, 2023 . Each tranche of the Third Investor D Note was issued at an 8.0 % discount, bear interest at 7.0 % per annum and require monthly installments of principal and interest. Each tranche of the Third Investor D Note is convertible into 2,717,144 shares of common stock at an initial conversion price of $ 0.20 , in a principal amount of $ 0.5 million, and includes a warrant to purchase up to 738,791 shares of common stock with an exercise price of $ 0.20 per share (the "Third Investor D Warrants"). The Third Investor D Notes mature on November 6, 2024 , November 29, 2024 , December 25, 2024 , and February 26, 2025 , respectively. Also on August 7, 2023, the Company entered into a side letter with Investor D (the “Letter Agreement”), pursuant to which the Company agreed to adjust the conversion price of the First and Second Investor D Notes to the lowest of (i) $ 0.20 , (ii) the closing sale price of common stock on the trading day immediately preceding the date of the conversion, and (iii) the average closing sale price of common stock for the five consecutive trading days immediately preceding the date of the conversion (the "Amended First Investor D Note" and the "Amended Second Investor D Note"). The Company also agreed to issue a convertible note warrant to purchase up to 4,765,620 shares of common stock with an exercise price of $ 0.20 per share of common stock (the "Investor D Letter Agreement Warrants"). The Company concluded that the August 7, 2023, amendment should be accounted for as an extinguishment of the First and Second Investor D Notes. The Company derecognized the First and Second Investor D Notes with principal amounts of approximately $ 1.9 million and $ 0.6 million, respectively, and recorded fair value amounts of approximately $ 1.6 million and $ 1.3 million, respectively. The Company then recognized the Amended First and Second Investor D Notes at fair value based on the amended terms at approximately $ 3.5 million and $ 2.7 million, respectively, and recorded a loss on extinguishment for the difference between the fair value with the amended terms and the fair value of the original terms on August 7, 2023, of approximately $ 3.3 million. The Company recorded the convertible note warrants issued with the Letter 107 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 Agreement as a liability measured at fair value at inception with subsequent changes in fair value recorded in earnings. The initial fair value of the convertible note warrants issued with the Letter Agreement of approximately $ 1.6 million was also recorded as loss on extinguishment. The Second Amendment to the Investor D SPA On December 11, 2023, the Company entered into the Second Amendment to the Investor D SPA (the "Second Investor D SPA") which increased the maximum amount of additional funding from approximately $ 2.0 million to approximately $ 4.0 million. In addition, the Company closed on a fourth convertible note (the "Fourth Investor D Note") in a principal amount of approximately $ 1.1 million, which is convertible into shares of common stock at a conversion price of $ 0.56 per share, beginning on the earlier of June 11, 2024 (or earlier upon mutual written agreement of the Company and the purchaser), or the date of an event of default, as defined in the Fourth Investor D Note, with a maturity date of March 11, 2025 . The Company also issued two warrants each to purchase up to 527,708 shares of common stock with an exercise price of $ 0.56 per share. Payments for Principal and Interest and Conversions of Investor D Notes During FY 2023 During the year ended December 31, 2023, the Company made cash payments of principal and interest of approximately $ 0.2 million and $ 21 thousand, r espectively, on the combination of the First Investor D and Amended First Investor D Notes. The Company also made additional principal and interest payments, which included accelerated payments through equity conversions. Investor D elected to convert the conversion amount (as defined in the Amended First Investor D Note into shares of common stock of the Company. The Company converted principal and interest into 12,420,783 shares of common stock with a fair value of approximately $ 7.0 million. The Amended First Investor D Note was fully satisfied as of December 31, 2023. During the year ended December 31, 2023, the Company made cash payments of principal and interest o f $ 21 thousand and $ 3 thousand, respectively, on the Second Investor D Note. The Company also made additional principal and interest payments, which included accelerated payments through equity conversions. Investor D elected to convert the conversion amount as defined in the Amended Second Investor D Note into shares of common stock of the Company. The Company converted principal and interest int o 10,426,962 shares of common stock with a fair value of approximately $ 3.4 million. The note was fully satisfied as of December 31, 2023. The Company did no t make any payments on the first, second, third, or fourth tranches of the Third Investor D Note or Fourth Investor D Note during the year ended December 31, 2023. For the purposes of defining the collection of the various agreements and instruments by and between Investor D and the Company: • The Investor D SPA, First Amended Investor D SPA, and Second Amended Investor D SPA are referred to as the "Original and Amended Investor D SPA". • All Investor D Notes issued and/or amended under the Original and Amended Investor D SPA are collectively referred to as the "Investor D Convertible Notes". • All warrants issued under the Original and Amended SPA or Letter Agreement are collectively referred to as the "Investor D Convertible Note Warrants". Accounting for the Investor D Convertible Notes and Investor D Convertible Note Warrants The Company concluded that for each Investor D Convertible Note issuance, which included two legally detachable and separately exercisable freestanding financial instruments, (i) the Investor D Convertible Notes and(ii) the Investor D Convertible Note Warrants. The Company concluded that the Investor D Convertible Note Warrants should be recorded as a liability (see Note 9). The Company determined the Investor D Convertible Notes are liability instruments under ASC 480, Distinguishing Liabilities from Equity . The Investor D Convertible Notes were then evaluated in accordance with the requirements of ASC 825, and it was concluded that the Company was not precluded from electing the FVO for the Investor D Convertible Notes. As such, the Investor D Convertible Notes are carried at fair value in the consolidated balance sheets. 108 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 The Investor D Convertible Notes are measured at fair value each reporting date with changes in fair value recognized in the consolidated statements of operations, unless the change is concluded to be related to the changes in the Company’s credit rating, in which case the change will be recognized as a component of accumulated other comprehensive income in the consolidated balance sheets. Future maturities of principal repayment of the Investor D Convertible Notes as of December 31, 2023 are as follows: ($ in thousands) 2024 $ 2,719 2025 435 $ 3,154 Pre-Merger Convertible Notes The following provides disclosure on certain convertible notes that existed prior to the Business Combination (the "Pre-Merger Convertible Notes"). As a result of the Business Combination, all outstanding principal and accrued interest was converted into shares of the Company's common stock, and no obligations related to the Pre-Merger Notes remained immediately after the Business Combination. Accordingly, there were no notes outstanding at December 31, 2023 and 2022. Accounting for the Pre-Merger Notes All Pre-Merger Convertible Notes had conversion features which required separate recognition and measurement. At each issuance, the fair value of the conversion features was separated from the convertible notes and reported as a derivative liability as discussed in Note 2. The convertible debt was recorded at amortized cost, net of the discount due to the fair value of the conversion feature that was bifurcated and recognized separately. The related discount was amortized over the term of each individual issuance. Amortization of the debt discounts related to the Pre-Merger Convertible Notes were amortized to interest expense over the life of the convertible notes using the effective interest method. Amortization of the debt discounts for the year ended December 31, 2022 was approximately $ 0.2 million. There was no interest amortization during the fiscal year ended December 31, 2023, as the Pre-Merger Convertible Notes no longer existed after the Business Combination. Investor A Convertible Notes The Company had issued convertible note agreements to a large employee pension plan (the "Investor A Notes") in the following amounts (in thousands) over a period from June 2021 to April 2022: Issue Maturity Date Amount Date June 2021 $ 300 December 2022 September 2021 840 December 2024 October 2021 240 December 2024 November 2021 240 December 2024 March 2022 120 March 2024 April 2022 480 April 2025 April 2022 120 April 2025 $ 2,340 Interest on the unpaid balances accrued at the rate of 8 % per year. Investor B Convertible Notes 109 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 The Company had issued convertible note agreements to a large employee pension plan (the "Investor B Notes") in the following amounts (in thousands) over a period from June 2021 to April 2022: Issue Maturity Date Amount Date June 2021 $ 200 December 2022 September 2021 560 December 2024 October 2021 160 December 2024 November 2021 160 December 2024 March 2022 80 March 2024 April 2022 320 April 2025 April 2022 80 April 2025 $ 1,560 Interest on the unpaid balances accrued at the rate of 8 % per year. Investor C Convertible Notes During the years ended December 31, 2023 and 2022, the Company converted unpaid invoices in the amounts of approximately $ 0.1 million and $ 0.1 million, respectively, into convertible note agreements with a vendor. Interest on the unpaid balances accrued at the rate of 8 % per year. Group Investor Convertible Notes During the years ended December 31, 2023 and 2022, the Company issued convertible notes to investors for approximately $ 0.4 million and $ 0.1 million, respectively (collectively, the “Group Investor Notes”). Interest on the unpaid balances accrued at the rate of 8 % per year. Note 10. Government Loans Pre-Merger Government Loans In June 2020, the Predecessor received a loan in the amount of approximately $ 0.1 million from the U.S. Small Business Administration ("SBA") under the Economic Injury Disaster Loan assistance program established as part of the Coronavirus Aid, Relief, and Economic Security Act. The loan called for monthly payments in the amount of approximately $ 3 thousand until maturity in May 2050 . The loan accrued interest at 3.75 %. On October 17, 2022, the Company prepaid the full balance to the SBA in the amount of approximately $ 0.1 million principal and $ 6 thousand accrued interest. Interest expense was $ 2 thousand for the year ended December 31, 2022. Note 11. Warrants The Company has the following warrants outstanding at December 31, 2023 and 2022: 110 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 2023 2022 Liability Classified Warrants Investor D Warrants 6,368,289 — Private Placement Warrants 5,738,000 5,738,000 PIPE Investor Warrants 500,000 700,000 Subtotal 12,606,289 6,438,000 Equity Classified Warrants Public Stockholders' Warrants 10,550,000 10,350,000 Legacy Warrants 48,914 69,714 Subtotal 10,598,914 10,419,714 Grand Total 23,205,203 16,857,714 The following tables provides the weighted-average strike price and time to maturity for each warrant tranche as of December 31, 2023 and 2022: December 31, 2023 Warrant Share Equivalents Weighted-Average Strike Price Weighted-Average Time to Maturity Liability Classified Warrants Investor D Warrants 6,368,289 0.50 4.65 Private Placement Warrants 5,738,000 11.50 3.82 PIPE Investor Warrants 500,000 11.50 3.82 Equity Classified Warrants Public Stockholders' Warrants 10,550,000 $ 11.50 3.82 Legacy SeaStar Inc. Warrants 48,914 $ 10.00 2.38 December 31, 2022 Warrant Share Equivalents Weighted-Average Strike Price Weighted-Average Time to Maturity Liability Classified Warrants Private Placement Warrants 5,738,000 11.50 4.82 PIPE Investor Warrants 700,000 11.50 4.82 Equity Classified Warrants Public Stockholders' Warrants 10,350,000 $ 11.50 4.82 Legacy SeaStar Inc. Warrants 69,714 $ 10.00 3.38 Warrants Issued in FY 2023 Investor D Warrants As disclosed in Note 9, the following summarizes warrants issued in connection with the Original and Amended Investor D SPA during the fiscal year ended December 31, 2023: • On March 15, 2023, as part of the issuance of the First Investor D Note, 328,352 convertible note warrants were issued with an exercise price of $ 2.97 per share. • On May 12, 2023, as part of the issuance of the Second Investor D Note, 218,901 convertible note warrants were issued with an exercise price of $ 2.97 per share. 111 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 • On August 7, 2023, as part of the Letter Agreement, 4,765,620 convertible note warrants were issued with an exercise price of $ 0.20 per share (the "Letter Agreement Warrants"). Also on August 7, 2023, as part of the issuance of the first tranche of the Third Investor D Note, 738,791 Convertible Note Warrants were issued with an exercise price of $ 0.20 per share. • On August 30, 2023, as part of the issuance of the second tranche of the Third Investor D Note, 738,791 convertible note warrants were issued with an exercise price of $ 0.20 per share. • On September 26, 2023, as part of the issuance of the third tranche of the Third Investor D Note, 738,791 convertible note warrants were issued with an exercise price of $ 0.20 per share. • On November 27, 2023, as part of the issuance of the fourth tranche of the Third Investor D Note, 738,791 convertible note warrants were issued with an exercise price of $ 0.20 per share. • On December 11, 2023, in connection with the Second Amended Investor D SPA, and as a result the Fourth Investor D Note, the Company issued two warrants, each to purchase up to 527,708 shares of common stock with an exercise price of $ 0.56 per share. • The convertible note warrants expire five years from their issuance date and contain cashless exercise provisions. The Company does not have the ability to redeem the convertible note warrants. The convertible note warrants expire five years from their issuance date and contain cashless exercise provisions. The Company does not have the ability to redeem the convertible note warrants. The convertible note warrants were collectively valued at approximately $ 2.9 million at issuance. Since January 2024, 4,265,620 warrants from the Letter Agreement Warrants were converted into shares at an exercise price of $ 0.20 . See Note 18 for disclosure on certain Investor D Warrant transactions after the year ended December 31, 2023. In accordance with ASC 815-40, Derivatives and Hedging-Contracts in Entity’s own Equity , the Company determined the convertible note warrants do not meet the conditions for equity classification, due to potential cash settlement under the exchange cap provision of the Original and Amended Investor D SPA, and should be carried on the consolidated balance sheets as a liability measured at fair value, with subsequent changes in fair value recorded in the consolidated statements of operations as change in fair value of warrants liability. The fair value of the convertible note warrants was determined using a Black-Scholes option pricing model, which considers variables such as estimated volatility, time to maturity, and the risk-free interest rate. The risk-free interest rate is the U.S. Treasury rate at the date of issuance, and the time to maturity is based on the contractual life at the date of issuance, which is five years . Warrants Issued Prior to FY 2023 Legacy SeaStar Inc. Warrants Prior to the Business Combination, the Predecessor had outstanding warrants to purchase shares of the Predecessor’s preferred stock which had been issued in conjunction with various debt financings. Upon effectiveness of the Business Combination, 57,942 outstanding warrants were converted into 69,714 warrants to purchase common stock of SeaStar Medical Holding Corporation (“Legacy SeaStar Inc. Warrants”) at their previous exercise prices. As of December 31, 2023 and 2022, there were 69,714 Legacy SeaStar Inc. Warrants outstanding, which are classified as a equity within stockholders' deficit. Public Stockholders' Warrants As part of LMAO’s initial public offering, under the Warrant Agreement dated as of January 25, 2021 and, prior to the effectiveness of the Business Combination, LMAO issued 10,350,000 warrants each of which entitled the holder to purchase one share of common stock at an exercise price of $ 11.50 per share (“Public Stockholders’ Warrants”). Upon the effectiveness of the Business Combination, the outstanding Public Stockholders' Warrants automatically converted into warrants to purchase common stock of the Company. The Company has reviewed the terms of the warrants and determined that the Public Stockholders' Warrants are required to be classified as equity within stockholders' deficit. The Company has the ability to redeem outstanding Public Shareholders' Warrants at any time after they become 112 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 exercisable and prior to their expiration, at a price of $ 0.01 per warrant, provided that the last reported sales price of our common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits , stock dividends, reorganizations, and the like) for any 20 trading days within a 30 day trading-day period. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, LMAO completed the private sale of 5,738,000 million warrants each of which entitled the holder to purchase one share of common stock at an exercise price of $ 11.50 per share, to LMF’s sponsor (“Private Placement Warrants”). Upon the effectiveness of the Business Combination, the outstanding Private Placement Warrants automatically converted into warrants of SeaStar Medical Holding Corporation (see Notes 1, 3 and 19) . The fair value of the private placement warrants on October 28, 2022, in the amount of approximately $ 8.0 million was recorded as a “liability classified warrant” and a reduction to “Additional paid-in capital” on the consolidated balance sheets. The Company does not have the ability to redeem the Private Placement Warrants. The Private Placement Warrants were valued at approximately $ 8.0 million at t he date of the Business Combination date. As of December 31, 2023 and 2022, there were 10,350,000 Public Shareholders' Warrants outstanding and 5,738,000 Private placement Warrants outstanding. 2022 PIPE Investor Warrants On October 28, 2022, the Company entered into a Private Investment in Public Equity (“PIPE”) Agreement, pursuant to which the PIPE investors purchased an aggregate of 700,000 shares of common stock at $ 10.00 per share and received 700,000 PIPE Investor Warrants ("PIPE Investor Warrants"), which entitled the holder to purchase one share of common stock of SeaStar Medical Holding Corporation for $ 11.50 per share, for an aggregate purchase price of approximately $ 7.0 million. The PIPE Warrants were initially valued at approximately $ 1.0 million at the Merger date. As of both December 31, 2023 and 2022, there were 700,000 PIPE Investor Warrants outstanding. Originally, the Company reviewed the terms of the PIPE Warrants and concluded that they should be classified as a component of the Company's stockholders' deficit at December 31, 2022. However, through additional analysis during the 2023 fiscal year, the Company reviewed the terms of the PIPE Warrants and determined that the PIPE Warrants require liability classification due to certain features that preclude equity classification pursuant to ASC 815, Derivatives (see Notes 1, 3 and 19) . Note 12. Convertible Preferred Stock, Common Stock and Preferred Stock During the year ended December 31, 2022, the Predecessor converted 194,494 shares of Series A-2 Preferred stock to Series B Preferred stock. Immediately prior to the Business Combination, the Predecessor converted 633,697 shares of Series B Preferred stock, 1,576,154 shares of Series A-1 Preferred stock and 577,791 shares of Series A-2 Preferred stock to 7,238,767 shares of common stock. Also, during the year ended December 31, 2022, the Predecessor converted Convertible Notes with a principal amount of $ 4,636 , a discount amount of $ 168 and accrued interest of $ 341 to 598,861 shares of common stock. Subsequent to the Business Combination, the Company is authorized to issue 110,000,000 shares, consisting of (a) 100,000,000 shares of common stock and (b) 10,000,000 shares of preferred stock (the “Preferred Stock”). Common stock The charter of the Company (the "Charter") provides the following with respect to the rights, powers, preferences, and privileges of the common stock. Voting power Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of 113 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 preferred stock, the holders of common stock possess all voting power for the election of the Company’s directors and all other matters requiring stockholder action. Holders of common stock are entitled to one voter per share on matters to be voted on by stockholders. The Charter does not provide for cumulative voting rights. Dividends Subject to the rights, if any, of the holders of any outstanding shares of preferred stock, under the Charter, holders of common stock will be entitled to receive such dividends, if any, as may be declared from time to time by the Board of Directors in its discretion out of funds legally available therefor. Liquidation, dissolution and winding-up In the event of the Company’s voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, the holders of the common stock will be entitled to receive an equal amount per share of all of the Company’s assets of whatever kind available for distribution to stockholders after the rights of the holders of the Preferred Stock have been satisfied and after payment or provision for payment of the Company’s debts. Preemptive or other rights There are no preemptive rights or sinking fund provisions applicable to the shares of the Company’s common stock. Preferred stock The Charter provides that shares of preferred stock may be issued from time to time in one or more series. The Board of Directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional, or other special rights and any qualifications, limitations, and restrictions thereof, applicable to the shares of each series. The Company has no preferred stock outstanding at December 31, 2023 or 2022. Note 13. Stock-Based Compensation Awards Equity incentive plan - summary 2020 Omnibus Incentive Plan The Company's Board of Directors adopted, and the shareholders approved the Predecessor's 2022 Omnibus Incentive Plan (the "Equity Incentive Plan") to provide long-term incentive for its employees and non-employee service providers. As of December 31, 2023 and 2022, 1,850,000 and 1,270,000 shares, respectively, were reserved for the issuance of stock options, RSUs, and stock awards to employees and non-employee service providers for the purchase of the Company’s common stock. The vesting of stock options is stated in each individual grant agreement, which is generally either one or four years . Options granted expire 10 years after the date of grant. There were no shares available for future grant as of December 31, 2023. 2019 Stock Incentive Plan The Company’s Board of Directors adopted the the Predecessor’s 2019 Stock Incentive Plan (the "Stock Incentive Plan") on February 25, 2019, to provide long-term incentive for its employees and non-employee service providers. Upon the Closing, the Stock Incentive Plan was terminated, and no further awards were granted under such plan. 114 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 However, the outstanding awards under the Stock Incentive Plan were assumed and continued in connection with the Business Combination under the provisions of the 2019 Stock Incentive Plan. Each Predecessor Option to purchase shares of the Predecessor common stock or the Predecessor Preferred Stock (“Predecessor Option”) that was outstanding and unexercised immediately prior to the Business Combination converted into an option to purchase common stock, par value $ 0.0001 per share, of SeaStar Medical Holding Corporation in accordance with its terms. The increase in the number of stock options was accounted for as a modification. The incremental fair value from the stock option modification increased stock-based compensation expense by approximately $ 0.1 million for the year ended December 31, 2022, and increased unrecognized stock-based compensation cost by approximately $ 0.2 million as of December 31, 2022. Equity incentive plan - stock options The vesting of stock options is stated in each individual grant agreement, which is generally four years . Options granted expire 10 years after the date of grant. Option activity for the years ended December 31, 2023 and 2022, is as follows: 2022 Omnibus Incentive Plan - Options Weighted Weighted Average Average Total Remaining Exercise Intrinsic Contractual ($ in thousands) Options Price Value Life (Years) Outstanding as of December 31, 2021 — $ — Outstanding as of December 31, 2022 — $ — $ — — Granted 351,029 $ 1.84 Outstanding as of December 31, 2023 351,029 $ 1.84 $ — 9.26 Options exercisable as of December 31, 2023 351,029 $ 1.84 $ — 9.26 2019 Stock Incentive Plan Weighted Weighted Average Average Total Remaining Exercise Intrinsic Contractual ($ in thousands) Options Price Value Life (Years) Outstanding as of December 31, 2021 287,382 $ 2.65 Forfeited prior to merger conversion ( 83,928 ) $ 4.63 Additional options issued in merger conversion 41,338 $ 1.84 Outstanding as of December 31, 2022 244,792 $ 1.84 $ 751,851 7.65 Outstanding as of December 31, 2023 244,792 $ — $ — 6.65 Options exercisable as of December 31, 2023 201,317 $ — $ — 6.64 115 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 The Company recognized approximately $ 0.5 million and approximately $ 0.1 million in stock-based compensation expense in connection with options granted under the Equity Incentive Plan for the years ended December 31, 2023 and 2022. As of December 31, 2023, there was unrecognized stock-based compensation cost of approximately $ 0.2 million, which is expected to be recognized over a term of two years . The Company granted 351,029 options during the year ended December 31, 2023. For options granted during the year ended December 31, 2023, the weighted-average grant date fair value was $ 1.20 per share. No options were granted during the year ended December 31, 2022, other than the additional options issued in the Business Combination. Stock-based compensation expense for options included in the consolidated statements of operations is as follows: ($ in thousands) 2023 2022 Research and development $ 160 $ 7 General and administrative 292 141 Total $ 452 $ 148 Equity incentive plan - restricted stock units In April 2022, the Board of Directors granted employees and members of the board restricted stock units ("RSUs"), under which the holders have the right to receive an aggregate of 255,000 shares of common stock. The majority of the RSUs granted vest 50 % on the first anniversary of the grant date, with the remaining 50 % of the awards vesting monthly over a 12 -to- 24 month period following the first anniversary of the grant date . At grant date, the fair market value of an RSU was $ 8.00 per share. Each of the Predecessor RSU that was outstanding immediately prior to the Business Combination converted into an RSU to receive common stock, par value $ 0.0001 per share, of SeaStar Medical Holding Corporation in accordance with its terms. The increase in the number of RSUs was accounted for as a modification. The incremental fair value from the modification increased stock-based compensation expense increased by approximately $ 0.1 million for the year ended December 31, 2022, and increased unrecognized stock-based compensation cost by approximately $ 0.4 million as of December 31, 2022. During the year ended December 31, 2023, the Company granted 234,019 RSUs that vest one year from the grant date. At grant date, the weighted-average grant date fair value was $ 1.47 per share. RSU activity for the years ended December 31, 2023 and 2022, was as follows: 2022 Omnibus Incentive Plan - RSUs Restricted Stock Units Intrinsic Value Outstanding as of December 31, 2021 — Outstanding as of December 31, 2022 — $ — Granted 234,019 Outstanding as of December 31, 2023 234,019 $ $ 103,600 116 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 2019 Stock Incentive Plan - RSUs Restricted Stock Units Intrinsic Value Outstanding as of December 31, 2021 — Granted 255,000 Forfeited prior to merger conversion ( 7,000 ) Additional RSUs issued in merger conversion 50,389 Outstanding as of December 31, 2022 298,389 $ 1,223,395 Vested ( 205,947 ) Outstanding as of December 31, 2023 92,442 $ 40,924 The Company recognized approximately $ 1.1 million and $ 1.2 million in stock-based compensation expense in connection with the RSUs for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, there was unrecognized stock-based compensation cost of approximately $ 0.6 million, which is expected to be recognized over a term of 1.2 years. For RSUs granted during the years ended December 31, 2023 and 2022, the weighted-average grant date fair value was $ 1.47 and $ 8.00 per share, respectively. The weighted-average fair value of the additional RSUs issued in the Business Combination conversion was $ 10.00 per share. During the year ended December 31, 2023, the Company issued 205,947 shares of common stock for vested RSUs. No RSUs vested during the year ended December 31, 2022. Stock-based compensation expense for RSUs included in the consolidated statements of operations is as follows: ($ in thousands) 2023 2022 Research and development $ 199 $ 89 General and administrative 868 1,074 Total $ 1,067 $ 1,163 Equity incentive plan - stock awards D uring the year ended December 31, 2023, as part of the Company's efforts to conserve cash, the Company issued 1,090,947 fully vested stock awards in lieu of cash to cover a portion of certain employees' regular compensation due to them. The fair value was based on the price of the Company's stock at the date of grant of approximately $ 0.4 million. Stock-based compensation expense for the stock awards included in the consolidated statements of operations is as follows: ($ in thousands) 2023 2022 Research and development $ 124 $ — General and administrative 287 — Total $ 411 $ — Note 14. Commitments and Contingencies 117 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 License and distribution agreement On December 27, 2022, the Company entered into a license and distribution agreement (“License Agreement”) with a distributor, appointing the distributor as the exclusive distributor to promote, advertise, market, distribute and sell the Selective Cytopheretic Device (“SCD”) in the United States. The Company received an upfront payment of $ 0.1 million on January 3, 2023. If the Company does not receive written authorization to market the SCD, prior to the first anniversary of the effective date, the Company will repay the $ 0.1 million. The Company shall also receive milestone payments in the amounts of approximately $ 0.5 million and $ 0.4 million for obtaining FDA approval and for selling the first sixty units to any third parties. The term of the agreement is three years . The license agreement was amended in December 2023, removing the potential to require refund of the $ 0.1 million up-front payment by licensee to the Company, while extending certain milestone payment owed to the Company upon certain regulatory achievements. Lease agreements The Company is part of a membership agreement for shared office space and can cancel at any time. Rent expense was approximately $ 32 thousand for the years ended December 31, 2023 and 2022. Litigation Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. In connection with the Business Combination, LMAO proposed, for stockholder approval, various amendments to its Amended and Restated Certificate of Incorporation, which included among other things a proposal to increase the authorized shares of common stock. A purported stockholder sent a Stockholder Litigation Demand letter (the “Demand”) to the Board of Directors of LMAO alleging that the Delaware General Corporation Law required a separate class vote of the Class A common stockholders to increase the authorized shares of common stock. Following receipt of the Demand, the Company canceled and withdrew the proposal to increase the authorized shares of common stock. The stockholder’s counsel thereafter demanded that the Company pay counsel fees for the purported benefit conferred upon the Company’s shareholders by causing the Company to withdraw the allegedly invalid proposal to increase the authorized shares of common stock. The Company paid approximately $ 0.2 million fo r a legal settlement during the year ended December 31, 2023. Note 15. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Inputs used to measure fair value are classified into the following hierarchy: Level 1 – quoted prices in active markets for identical assets and liabilities. Level 2 – other significant observable inputs (including quoted prices for similar assets and liabilities, interest rate, credit risk, etc.). Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of assets and liabilities). The fair value of the forward option on prepaid forward contracts, convertible notes, and the warrants liability is classified as Level 3 in the fair value hierarchy. Fair Value Measurement Hierarchy 118 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 The following table presents the Company's financial assets and/or liabilities that were accounted for at fair value on a recurring basis as of December 31, 2023 and 2022, by level withing the fair value hierarchy. There were no non-recurring fair value measurements, as the Company does not have any long-lived assets, including fixed assets, intangible assets or goodwill which can require non-recurring measurements for impairment. Fair Value Measurements at December 31, 2023 Fair Value at December 31, 2023 (Level 1) (Level 2) (Level 3) Liabilities: Convertible notes 4,179 — — 4,179 Liability classified warrants 2,307 — — 2,307 $ 6,486 — — $ 6,486 Fair Value Measurements at December 31, 2022 Fair Value at December 31, 2022 (Level 1) (Level 2) (Level 3) Liabilities: Forward purchase agreement derivative liability 10,211 — — — — 10,211 Liability classified warrants 587 — — — 587 Total $ 10,798 — — $ 10,798 Summary of Level 3 Input Changes The following table presents the changes in the forward option-prepaid forward contracts, convertible notes measured at fair value, warrants liability, and the notes derivative liability for the years ended December 31, 2023 and 2022 (in thousands): Forward Purchase Agreement Notes Payable Derivative Liability Classified Level 3 Rollforward Liability Convertible Notes Warrants Derivative Liability Balance January 1, 2022 $ — $ — $ — $ ( 526 ) Additions — — 11,450 ( 52 ) Changes in fair value 10,211 — ( 10,863 ) ( 602 ) Reclassified to additional paid-in capital — — — 1,180 Balance December 31, 2022 10,211 — 587 — Additions — 4,855 3,325 — Payments — ( 400 ) — — Shares issued as payments ( 11,519 ) ( 10,411 ) — — Changes in fair value 1,308 5,380 ( 545 ) — Warrant expense — 4,949 — — Warrants exercised — — ( 1,060 ) — Shares issued as maturity consideration — — — — Balance December 31, 2023 $ — $ 4,373 $ 2,307 $ — Level 3 Inputs For assets or liabilities for which the Company is required to remeasure the fair value on a recurring basis at each reporting date, generally the Company is required to disclose certain quantitative data related to the inputs used at the most 119 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 recent reporting period date. However, for those assets or liabilities for which the Company has elected to take the FVO in accordance with ASC 825, Financial Instruments , then such quantitative disclosures are not required. Liability Classified Warrants Significant assumptions used in valuing warrants which require liability classification were as follows as of December 31, 2023, December 31, 2022, and October 28, 2022 (the Merger date). The liability classified warrants as of December 31, 2023, include three classes of warrants, and therefore, the range of assumptions used has been provided. Prior to the 2023 fiscal years, only the Private Placement and PIPE warrants were outstanding, with each having terms such that the valuation assumptions identical. December 31, 2023 Minimum Maximum Expected volatility 85.00 % 90.00 % Equivalent term 4.04 4.65 Risk-free rate 3.84 % 3.90 % Dividend yield 0.00 % 0.00 % Stock price $ 0.44 $ 0.44 Strike price $ 0.50 $ 11.50 December 31, 2022 Expected volatility 25.00 % Equivalent term 4.86 Risk-free rate 4.00 % Dividend yield 0.00 % Stock price $ 4.37 Strike price $ 11.50 Due to the impact of the Company's decision that certain of its warrants should be liability classified, and the impact that such a change in conclusion has on the Company's financial statements, the Company has provided the valuation assumptions as of the Merger date when the liability classified warrants were originally measured and recognized. October 28, 2022 Expected volatility 25.00 % Equivalent term 4.94 Risk-free rate 4.20 % Liquidity discount (*) 1.00 % Dividend yield 0.00 % Stock price $ 8.90 Strike price $ 11.50 (*) - The liquidity discount was necessary for the initial valuation of the Private and Pipe warrants due to a 30 day trading restriction immediately post-Merger. Forward Purchase Agreement 120 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 Significant assumptions used in valuing the Forward Purchase Agreement were as follows for the year ended December 31, 2022. The Forward Purchase Agreement was terminated during the fiscal year ended December 31, 2023, and no longer existed as of December 31, 2023. December 31, 2022 Expected volatility 80.00 % Equivalent term 2.83 Risk-free rate 4.25 % Note 16. Income Taxes The Company recorded approximately $ 4 thousand and $ 1 thousand of current income tax expense for the years ended December 31, 2023 and 2022, respectively. The effective income tax rate of the Company’s provision for income taxes differed from the federal statutory rate as follows: Year Ended December 31, ($ in thousands) 2023 2022 Federal tax at statutory rate 21.00 % 21.00 % State income tax 3.26 % 4.41 % R&D tax credit 0.65 % 0.00 % Meals and entertainment 0.00 % - 0.02 % Stock compensation expense - 0.26 % - 0.20 % Interest on convertible notes - 0.87 % - 1.07 % Unrealized gains and losses, net, for liability classified derivatives - 6.11 % 0.10 % Change in fair value of convertible notes and related warrants - 3.93 % 0.00 % Adjustment to prior period federal deferred tax assets 4.55 % 0.00 % Non-deductible expenses - 0.02 % 0.00 % Other 0.00 % 0.56 % Change in valuation allowance - 18.27 % - 24.78 % Total effective income tax rate 0.00 % 0.00 % 121 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 Significant components of deferred tax assets for federal and state income taxes were as follows: December 31, December 31, ($ in thousands) 2023 2022 Deferred tax assets: Net operating losses $ 21,911 $ 18,627 Finance charges and origination fees 602 1,028 Accrued compensation 232 130 Stock-based compensation 83 311 Section 174 research and development capitalization 1,642 434 Capitalized start-up fees 231 — Tax credits 903 715 Total deferred tax assets 25,604 21,245 Valuation allowance ( 25,604 ) ( 21,245 ) Net deferred tax assets $ — $ — In accordance with U.S. GAAP, a valuation allowance should be provided if it is more likely than not that some or all of the Company’s deferred tax assets will not be realized. The Company’s ability to realize the benefit of its deferred tax assets will depend on the generation of future taxable income. Due to the uncertainty of future profitable operations and taxable income, the Company has recorded a full valuation allowance against its net deferred tax assets. For the years ended December 31, 2023 and 2022, the net increase in the valuation allowance was approximately $ 4.8 million and $ 5.6 million, respectively. As of December 31, 2023 and 2022, the Company had federal net operating loss carryforwards of approximately $ 106.5 million and $ 82.3 million, respectively, of which approximately $ 53.7 million of federal net operating loss carryforwards post 2017 will be carried forward indefinitely. The remaining $ 52.8 million of federal net operating loss carryforwards begin expiring in 2027 . The Company also had approximately $ 47.7 million of state (Colorado, California, and Florida) net operating loss carryforwards, which will begin expiring in 2039 . The Company has not used any net operating loss carryforwards to date. The Company had federal energy credit carryforwards of approximately $ 0.6 million as of December 31, 2023 and 2022, which will expire starting in 2027 if not utilized. The Company has federal research and development credit carryforwards of approximately $ 0.3 million and $ 0.1 million as of December 31, 2023 and 2022, respectively, which will expire starting in 2042 if not utilized. Pursuant to Internal Revenue Code ("IRC") Sections 382 and 383, the Company's ability to use net operating loss ("NOL") and research tax credit carryforwards to offset future taxable income may be limited if the Company experiences a cumulative change in ownership of more than 50 % within a three-year testing period. The Company has not completed an ownership change analysis pursuant to IRC Section 382. If ownership changes within the meaning of IRC Section 382 are identified as having occurred, the amount of NOL and research tax credit carryforwards available to offset future taxable income and income tax liabilities in future years may be significantly restricted or eliminated. Further, deferred tax assets associated with such NOLs, and research tax credits could be significantly reduced upon realization of an ownership change within the meaning of IRC Section 382. The Company files U.S. federal and state tax returns with varying statutes of limitations. Due to net operating loss and credit carryforwards, the 2019 to 2023 tax years remain subject to examination by the U.S. federal and some state authorities. The actual amount of any taxes due could vary significantly depending on the ultimate timing and nature of any settlement. Uncertain Tax Benefits The Company uses the “more likely than not” criterion for recognizing the income tax benefit of uncertain income tax positions and establishing measurement criteria for income tax benefits. The Company had no uncertain tax benefits as of December 31, 2023 and 2022. The Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months as of December 31, 2023. 122 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 Note 17. Net Loss Per Share Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, including vested restricted stock units for which common shares have not yet been issued, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, the warrants, common stock options, and unvested restricted stock units are considered to be potentially dilutive securities. As the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for all periods. The following weighted-average outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive: 2023 2022 Public Stockholders' warrants 10,350,000 10,350,000 Private Placement warrants 5,738,000 5,738,000 PIPE Investor warrants 700,000 700,000 Convertible Note warrants 2,662,334 — Predecessor Warrants 69,714 69,714 Options to purchase common stock 504,457 244,792 Unvested restricted stock units 256,525 298,389 Total 20,281,030 17,400,895 Net loss per share is calculated using the shares in connection with the Business Combination and related transactions, assuming the shares were outstanding since January 1, 2022. As the Business Combination and related transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted-average shares outstanding for basic and diluted net loss per share assumes that the shares issued in connection with the Business Combination have been outstanding for the entire period presented. The calculation of weighted-average shares outstanding for basic and diluted net loss per share for the year ended December 31, 2022 has been retroactively restated to give effect to the Business Combination. 2023 2022 Net loss $ ( 26,232 ) $ ( 12,190 ) Weighted-average shares outstanding - basic and diluted 21,670,330 8,211,256 Basic and diluted net loss per share $ ( 1.21 ) $ ( 1.48 ) Note 18. Subsequent Events Investor D Convertible Notes and Warrant Activity During the subsequent months after December 31, 2023 and up to the date of the filing of this Form 10-K, the following transactions occurred between the Company and Investor D: • In January 2024, the Company made principal and interest payments on a portion of the Third Investor D Note, which included accelerated payments, through equity conversions. Investor D elected to convert the conversion amount (as defined by the Investor D Convertible Notes) into shares of common stock of the Company. The 123 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 Company converted approximately $ 0.9 million principal and accrued interest into approximately 2.4 million shares of common stock. • On January 24, 2024, Investor D exercised 765,620 warrants from the Investor D Letter Agreement Warrants at an exercise price of $ 0.20 per warrant, for proceeds of approximately $ 0.2 million. • In February 2024, Investor D exercised 2,500,000 warrants from the Letter Agreement Warrants at an exercise price of $ 0.20 per warrant for proceeds of approximately $ 0.7 million. • The Company completed Additional Closings related to the Second Amendment to the Investor D SPA on January 12, 2024 and January 24, 2024, issuing notes in principal amounts of $ 0.3 million and $ 0.8 million, respectively (the "Fifth Investor D Note" and "Sixth Investor D Note", collectively called the "2024 Investor D Notes"). The 2024 Investor D Notes mature on April 12, 2025 and April 24, 2025 , respectively. The 2024 Investor D Notes have an initial conversion price of $ 0.56 per share and are convertible into shares of common stock beginning on the earlier of June 11, 2024 (or earlier upon mutual written agreement of the Company and the purchaser), or the date of an event of default, as defined in the note. The Company also issued warrants to purchase up to 131,927 and 395,781 shares of common stock, respectively, with an exercise price of $ 0.56 per share, and an additional warrants to purchase up to 131,927 and 395,781 shares of common stock, respectively, with an exercise price of $ 0.56 per share. • In February 2024, the Company made principal and interest payments on the entire unpaid principal and accrued interest to both the 2024 Investor D Notes. which included accelerated payments, through equity conversions. Investor D elected to convert the conversion amount (as defined by the Investor D Convertible Notes) into shares of common stock of the Company. The Company converted approximately $ 1.5 million in principal and accrued interest into approximately 3.6 million shares of common stock. • As a result of the Investor E 2024 Offering in January 30, 2024 (see below), certain of the Investor D Warrants with strike prices above $ 0.8302 , which was the offering price for the January 30, 2024 Investor E Offering, were lowered to $ 0.8302 due to certain down-round terms included in the Investor D Warrants. Investor E 2024 Offering On January 30, 2024, the Company offered 6,304,545 shares of common stock and pre-funded warrants to purchase 4,536,216 shares of common stock directly to a single institutional investor through a prospectus supplement. The per share offering price of the shares is $ 0.8302 and the offering price per pre-funded warrant is $ 0.8301 . In a concurrent private placement, the Company also offered the institutional investor series A common warrants to purchase an aggregate of up to 10,840,761 shares of common stock and series B common warrants to purchase an aggregate of up to 5,420,381 shares of common stock, each at an exercise price of $ 0.8302 per share. The warrants will be immediately exercisable. The series A common warrants expire after 5 years and the series B common warrants expire after 1 year. Both series A and B warrants require shareholder approval to issue. Termination of the Equity Line of Credit Purchase Agreement On February 15, 2024, the Company and Tumim agreed by mutual consent and pursuant to its terms to terminate the Purchase Agreement, whereby Tumim had committed to purchasing up to $ 100 million of the Company's common stock, effective immediately. FDA Approval for Humanitarian Device Exemption On February 22, 2024, the Company issued a press release announcing that the U.S. Food and Drug Administration granted to the Company a Humanitarian Device Exemption Approval Order to the Selective Cytopheretic Device Pediatric for use in children weighing 10 kilograms or more with acute kidney injury and sepsis or with a septic condition on continuous kidney replacement therapy in the hospital intensive care unit. Appointment of Chief Financial Officer 124 SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements December 31, 2023 and 2022 As previously disclosed on a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on January 10, 2024, the Company announced that, the Board of Directors (the “Board”) of the Company appointed David Green, age 61, as the Company’s Chief Financial Officer, effective as of January 10, 2024. Nasdaq Notice of Compliance - Market Value Rule On February 26, 2024, the Company received notification from the Nasdaq Listing Qualifications staff that the Company had regained compliance with the market value of listed securities requirement in Nasdaq Listing Rule 5550(b)(2) (the "Market Value Rule"). Nasdaq Notice of Temporary Exception - Minimum Bid Price Rule As previously disclosed on a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on March 6, 2024, that the Company received a letter from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market, LLC (“Nasdaq”) granting the Company a temporary exception until June 24, 2024, subject to certain milestones, to regain compliance with the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule ”) by evidencing a closing bid price of $ 1.00 or more per share for a minimum of ten consecutive trading sessions. In response to such deficiency letters, the Company timely submitted a hearing request before the Nasdaq Hearings Panel, and also provided the Nasdaq Hearings Panel with a plan to regain compliance, which plan included conducting a reverse stock split of the Company’s Common Stock if necessary, no later than June 7, 2024, to regain compliance with the Minimum Bid Price Rule. The Company intends to monitor the closing bid price of its Common Stock and consider available options if its Common Stock does not trade at a level likely to result in the Company’s regaining compliance with the Minimum Bid Price Rule by June 24, 2024. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Rule or that the Company will otherwise be or remain in compliance with the other applicable Nasdaq listing standards. Paydown of the Senior Secured LMFAO Note Payable In January 2024, the Company paid down, in full, the entire approximately $ 1.1 million of principal and accrued and unpaid interest owed on the senior secured LMFAO note payable. No further obligations, terms or features otherwise remain outstanding and this note payable no longer exists. 125 19. Restatement of Quarterly Unaudited Results The financial results data, presented on a quarterly basis for the following interim periods: (i) three months ending March 31, 2023, (ii) three- and six-months ended June 30, 2023, and (iii) three- and nine-months ended September 30, 2023, are unaudited. This data has been prepared in accordance with US GAAP for interim financial information and, in the opinion of the Company, reflect all adjustments necessary for a fair statement of the results of operations for the periods presented. See Note 3, Restatement of Previously Issued Consolidated Financial Statements , for further information. The year-ended December 31, 2023, was not subject to restatement, and is presented in Part 1 of Item 8. Financial Statements. Consolidated Statements of Operations by Quarter The following represents the Company's consolidated statements of operations by quarter for the interim periods of fiscal year 2023 (in thousands): 2023 Three Months Ended September 30, 2023 June 30, 2023 March 31, 2023 Operating expenses Research and development $ 1,087 $ 1,981 $ 1,730 General and administrative 1,855 1,769 2,851 Total operating expenses 2,942 3,750 4,581 Loss from operations ( 2,942 ) ( 3,750 ) ( 4,581 ) Other income (expense), net Interest expense ( 224 ) ( 225 ) ( 433 ) Change in fair value of convertible notes ( 291 ) ( 100 ) 100 Change in fair value of forward purchase agreement derivative liability — 910 ( 2,218 ) Change in fair value of liability classified warrants 1,025 723 36 Loss on extinguishment of convertible notes ( 4,949 ) — — Other income 149 — — Total other income (expense), net ( 4,290 ) 1,308 ( 2,515 ) Loss before provision for income taxes ( 7,232 ) ( 2,442 ) ( 7,096 ) Provision for income taxes — 5 — Net loss $ ( 7,232 ) $ ( 2,447 ) $ ( 7,096 ) Net loss per share of common stock, basic and diluted $ ( 0.36 ) $ ( 0.16 ) $ ( 0.54 ) Weighted-average shares outstanding, basic and diluted (1) 20,048,473 14,932,866 13,025,852 (1) Retrospectively restated to give effect to the reverse recapitalization Consolidated Balance Sheets for Quarters Ended March 31, 2023, June 30, 2023, and September 30, 2023 The following tables present a reconciliation of the Company's consolidated balance sheets as previously reported to the restated amounts as of March 31, 2023, June 30, 2023, and September 30, 2023. 126 March, 31 2023 As Previously Reported Restatement Impacts As Restated Ref. ASSETS Current assets Cash $ 725 $ — $ 725 Other receivables — — — Prepaid expenses 2,659 ( 1,178 ) 1,481 1,6 Total current assets 3,384 ( 1,178 ) 2,206 Other assets 2 1,439 1,441 6 Total assets $ 3,386 $ 261 $ 3,647 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable $ 3,022 $ — $ 3,022 Accrued expenses 1,531 261 1,792 1 Contingent upfront payment for license agreement 100 — 100 Notes payable, net of deferred financing costs 493 — 493 Convertible notes, current portion 2,390 — 2,390 Forward purchase agreement derivative liability — 12,429 12,429 3 Liability classified warrants 500 551 1,051 2 Total current liabilities 8,036 13,241 21,277 Notes payable, net of deferred financing costs 5,745 - 5,745 Forward option-prepaid forward contracts, net 489 ( 489 ) - 3 Total liabilities 14,270 12,752 27,022 Commitments and contingencies (see Note 13) Stockholders' deficit Common stock - $ 0.0001 par value per share; 1 — 1 Additional paid-in capital 93,702 ( 21,480 ) 72,222 4 Accumulated deficit ( 104,587 ) 8,989 ( 95,598 ) 5 Total stockholders' deficit ( 10,884 ) ( 12,491 ) ( 23,375 ) Total liabilities and stockholders' deficit $ 3,386 $ 261 $ 3,647 127 June, 30 2023 As Previously Reported Restatement Impacts As Restated Ref ASSETS Current assets Cash $ 13 $ — $ 13 Other receivables — — — Prepaid expenses 2,319 ( 1,099 ) 1,220 1,6 Total current assets 2,332 ( 1,099 ) 1,233 Forward option-prepaid forward contracts, net — — — Other assets 2 1,360 1,362 6 Total assets $ 2,334 $ 261 $ 2,595 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable $ 4,355 $ — $ 4,355 Accrued expenses 1,095 261 1,356 1 Contingent upfront payment for license agreement 100 — 100 Notes payable, net of deferred financing costs 5,907 — 5,907 Convertible notes, current portion 2,230 — 2,230 Liability classified warrants 95 308 403 2 Total current liabilities 13,782 569 14,351 Total liabilities 13,782 569 14,351 Commitments and contingencies (see Note 13) Stockholders' deficit Common stock - $ 0.0001 par value per share; 2 — 2 Additional paid-in capital 96,806 ( 10,519 ) 86,287 4 Accumulated deficit ( 108,256 ) 10,211 ( 98,045 ) 5 Total stockholders' deficit ( 11,448 ) ( 308 ) ( 11,756 ) Total liabilities and stockholders' deficit $ 2,334 $ 261 $ 2,595 128 September, 30 2023 As Previously Reported Restatement Impacts As Restated Ref ASSETS Current assets Cash $ 73 $ — $ 73 Other receivables — — — Prepaid expenses 2,172 ( 1,020 ) 1,152 1,6 Total current assets 2,245 ( 1,020 ) 1,225 Other assets 2 1,281 1,283 6 Total assets $ 2,247 $ 261 $ 2,508 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable $ 5,042 $ — $ 5,042 Accrued expenses 1,481 267 1,748 1 Contingent upfront payment for license agreement 100 — 100 Convertible notes, current portion 4,405 — 4,405 Liability classified warrants 1,400 108 1,508 2 Total current liabilities 12,428 375 12,803 Notes payable, net of deferred financing costs 5,722 - 5,722 Total liabilities 18,150 375 18,525 Commitments and contingencies (see Note 13) Stockholders' deficit Common stock - $ 0.0001 par value per share; 3 — 3 Additional paid-in capital 99,776 ( 10,519 ) 89,257 4 Accumulated deficit ( 115,682 ) 10,405 ( 105,277 ) 5 Total stockholders' deficit ( 15,903 ) ( 114 ) ( 16,017 ) Total liabilities and stockholders' deficit $ 2,247 $ 261 $ 2,508 Tickmark explanations for the reconciliation of the original to the restated quarterly balance sheets for 2023: 1. Accrual for certain unpaid demand deposits relating to a clinical trial services agreement not recognized at March 31, 2023, June 30, 2023, or September 30, 2023. 2. Recognition of the fair value of certain warrants which were originally classified as equity at the October 28, 2022, Merger, but which upon further consideration were determined to be liability classified. 3. Impacting the balance sheet at March 31, 2023, only, this is comprised of the following: (i) recognition of the stand-alone fair prepaid forward purchase agreement derivative liability related to certain settlement features, which originally were netted with an note receivable asset that was later to be determined to be a subscription receivable. However, certain embedded features related to the prepaid forward purchase agreement, including (i) a forward purchase agreement to purchase remaining unsold shares of the Company's stock for $ 10.37 per share, and (ii) certain additional settlement features that require the Company to pay an addition $ 2.50 per remaining unsold shares or additional cash consideration in the event the Company's common stock is delisted. 129 4. Impact from accumulative combination of (i) derecognition of the asset portion of the prepaid forward purchase agreement into equity, offset by (ii) recognition as a liability certain warrants of the Company that were initially classified into equity for all periods since October 28, 2022. 5. Accumulative impact to the Company's accumulated deficit as a result of all of the above adjustments since October 28, 2022 through to each reporting period balance sheet date. 6. Reclass of certain prepaid insurance contracts with terms in excess of one year from the balance sheet date. Consolidated Statements of Operations for the Three Months Ended March 31, 2023, Three-and Six-Months Ended June 30, 2023, and Three- and Nine-Months Ended September 30, 2023 The following tables present a reconciliation of the Company's consolidated statements of operations as previously reported to the restated amounts for the following periods: • Three-months ended March 30, 2023 • Three- and six-months ended June 30, 2023 • Three- and nine-months ended September 30, 2023 Three Months Ended March 31, 2023 As Previously Reported Restatement Impacts As Restated Ref Operating expenses Research and development $ 1,784 $ ( 54 ) $ 1,730 1 General and administrative 2,797 54 2,851 1 Total operating expenses 4,581 — 4,581 Loss from operations ( 4,581 ) — ( 4,581 ) Other income (expense), net Interest expense ( 433 ) — ( 433 ) Change in fair value of convertible notes 100 — 100 Change in fair value of forward purchase agreement derivative liability ( 1,654 ) ( 564 ) ( 2,218 ) 2 Change in fair value of liability classified warrants — 36 36 3 Gain (loss) on sale of recycled shares 1,306 ( 1,306 ) - 4 Total other income (expense), net ( 681 ) ( 1,834 ) ( 2,515 ) Loss before provision for income taxes ( 5,262 ) ( 1,834 ) ( 7,096 ) Provision for income taxes — — — Net loss $ ( 5,262 ) $ ( 1,834 ) $ ( 7,096 ) Net loss per share of common stock, basic and diluted $ ( 0.40 ) $ ( 0.14 ) $ ( 0.54 ) Weighted-average shares outstanding, basic and diluted (1) 13,025,852 13,025,852 13,025,852 (1) Retrospectively restated to give effect to the reverse recapitalization 130 Three Months Ended June 30, 2023 As Previously Reported Restatement Impacts As Restated Ref Operating expenses Research and development $ 2,007 $ ( 26 ) $ 1,981 1 General and administrative 1,743 26 1,769 1 Total operating expenses 3,750 — 3,750 Loss from operations ( 3,750 ) — ( 3,750 ) Other income (expense), net Interest expense ( 225 ) — ( 225 ) Change in fair value of convertible notes ( 100 ) — ( 100 ) Change in fair value of forward purchase agreement derivative liability ( 69 ) 979 910 2 Change in fair value of liability classified warrants 480 243 723 3 Total other income (expense), net 86 1,222 1,308 Loss before provision for income taxes ( 3,664 ) 1,222 ( 2,442 ) Provision for income taxes 5 — 5 Net loss $ ( 3,669 ) $ 1,222 $ ( 2,447 ) Net loss per share of common stock, basic and diluted $ ( 0.25 ) $ 0.08 $ ( 0.16 ) Weighted-average shares outstanding, basic and diluted (1) 14,932,866 14,932,866 14,932,866 (1) Retrospectively restated to give effect to the reverse recapitalization 131 Six Months Ended June 30, 2023 As Previously Reported Restatement Impacts As Restated Ref Operating expenses Research and development $ 3,791 $ ( 80 ) $ 3,711 1 General and administrative 4,540 80 4,620 1 Total operating expenses 8,331 — 8,331 Loss from operations ( 8,331 ) — ( 8,331 ) Other income (expense), net Interest expense ( 658 ) — ( 658 ) Change in fair value of forward purchase agreement derivative liability ( 1,723 ) 415 ( 1,308 ) 2 Change in fair value of liability classified warrants 480 279 759 3 Gain (loss) on sale of recycled shares 1,306 ( 1,306 ) — 4 Total other income (expense), net ( 595 ) ( 612 ) ( 1,207 ) Loss before provision for income taxes ( 8,926 ) ( 612 ) ( 9,538 ) Provision for income taxes 5 - 5 Net loss $ ( 8,931 ) $ ( 612 ) $ ( 9,543 ) Net loss per share of common stock, basic and diluted $ ( 0.64 ) $ ( 0.04 ) $ ( 0.68 ) Weighted-average shares outstanding, basic and diluted (1) 13,984,625 13,984,625 13,984,625 (1) Retrospectively restated to give effect to the reverse recapitalization 132 Three Months Ended September 30, 2023 As Previously Reported Restatement Impacts As Restated Ref Operating expenses Research and development $ 1,107 $ ( 20 ) $ 1,087 1 General and administrative 1,829 26 1,855 1 Total operating expenses 2,936 6 2,942 Loss from operations ( 2,936 ) ( 6 ) ( 2,942 ) Other income (expense), net Interest expense ( 224 ) — ( 224 ) Change in fair value of convertible notes ( 291 ) — ( 291 ) Change in fair value of liability classified warrants 825 200 1,025 4 Loss on extinguishment of convertible notes ( 4,949 ) — ( 4,949 ) Other income 149 — 149 Total other income (expense), net ( 4,490 ) 200 ( 4,290 ) Loss before provision for income taxes ( 7,426 ) 194 ( 7,232 ) Provision for income taxes — — — Net loss $ ( 7,426 ) $ 194 $ ( 7,232 ) Net loss per share of common stock, basic and diluted $ ( 0.37 ) $ 0.01 $ ( 0.36 ) Weighted-average shares outstanding, basic and diluted (1) 20,048,473 20,048,473 20,048,473 133 Nine Months Ended September 30, 2023 As Previously Reported Restatement Impacts As Restated Ref Operating expenses Research and development $ 4,898 $ ( 100 ) $ 4,798 1 General and administrative 6,369 106 6,475 1 Total operating expenses 11,267 6 11,273 Loss from operations ( 11,267 ) ( 6 ) ( 11,273 ) Other income (expense), net Interest expense ( 882 ) - ( 882 ) Change in fair value of convertible notes ( 291 ) - ( 291 ) Change in fair value of forward option-prepaid forward contracts ( 1,723 ) 415 ( 1,308 ) 2 Change in fair value of warrants liability 1,305 479 1,784 3 Loss on extinguishment of convertible notes ( 4,949 ) — ( 4,949 ) Gain (loss) on sale of recycled shares 1,306 ( 1,306 ) - 4 Other income 149 — 149 Total other income (expense), net ( 5,085 ) ( 412 ) ( 5,497 ) Loss before provision for income taxes ( 16,352 ) ( 418 ) ( 16,770 ) Provision for income taxes 5 — 5 Net loss $ ( 16,357 ) $ ( 418 ) $ ( 16,775 ) Net loss per share of common stock, basic and diluted $ ( 1.02 ) $ ( 0.03 ) $ ( 1.05 ) Weighted-average shares outstanding, basic and diluted (1) 16,028,118 16,028,118 16,028,118 (1) Retrospectively restated to give effect to the reverse recapitalization Tickmark Explanations for the reconciliation from the original to the restatement quarterly statements of operations for interim periods previously reported in the fiscal year 2023. 1. Presentation reclass of legal fees previously presented as components of research and development into general and administrative to conform with US GAAP. 2. Result of the derecognition of the asset components to the prepaid forward purchase agreement, which was originally accounted for akin to a note receivable. However, upon further analysis, the nature of the receivable was more akin to a subscription receivable, and accordingly, recognized to equity at the October 28, 2022, Merger date. Result of the decline in fair value of the prepaid forward purchase option derivative liability. Certain embedded features related to the prepaid forward purchase agreement, including (i) a forward purchase agreement to purchase remaining unsold shares of the Company's stock for $ 10.37 per share, and (ii) certain additional settlement features that require the Company to pay an addition $ 2.50 per remaining unsold shares or additional cash consideration in the event the Company's common stock is delisted. 3. Result of the decline in the warrants derivative liability for the Company's Private Placement Warrants and PIPE Warrants (see Footnote 11), that were originally classified as components of equity. However, once it was determined that these warrants required liability classification, the warrants were required to be remeasured at each reporting period date, and the changes in fair value recognized as a component of earnings. 134 4. Related to the determination that the asset portion of the prepaid forward purchase agreement was more akin to a subscription receivable for an issuer's own equity, any proceeds from the sale of the Recycled Shares under the prepaid forward purchase agreement can not result in any gain or loss. Any proceeds received by the Company for the sale of these shares should be accounted for akin to the accounting for any sale of the Company's shares in an offering or other issuance, with the proceeds merely recognized to additional paid-in-capital. Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023, Six-Months Ended June 30, 2023, and Nine-Months Ended September 30, 2023 The following tables present a reconciliation of the Company's consolidated statements of cash flows as previously reported to the restated amounts for the following periods: • Three-months ended March 30, 2023 • Six-months ended June 30, 2023 • Nine-months ended September 30, 2023 No adjustments to supplemental cash flow information was impacted by these adjustments, and accordingly, were omitted to reduce complexity of this disclosure 135 Three Months Ended March 31, 2023 As Previously Reported Restatement Impacts As Restated Ref Cash flows from operating activities Net loss $ ( 5,262 ) $ ( 1,834 ) $ ( 7,096 ) 1 Adjustments to reconcile net loss to net cash used in operating activities Amortization of deferred financing costs 4 — 4 Change in the fair value of the forward purchase agreement derivative liability 1,654 564 2,218 2 Change in fair value of liability classified warrants — ( 36 ) ( 36 ) 3 Change in fair value of convertible notes ( 100 ) — ( 100 ) (Gain) loss on sale of recycled shares ( 1,306 ) 1,306 — 4 Stock-based compensation 505 — 505 Changes in operating assets and liabilities Other receivables 12 — 12 Prepaid expenses and other 318 — 318 Accounts payable 1,095 — 1,095 Accrued expenses 786 — 786 Net cash used in operating activities ( 2,294 ) — ( 2,294 ) Cash flows from financing activities Proceeds from issuance of convertible notes 3,000 — 3,000 Payment of convertible notes ( 10 ) — ( 10 ) Proceeds from issuance of shares 1,108 — 1,108 Payment of commitment fee - equity line of credit ( 500 ) — ( 500 ) Proceeds from sale of recycled shares 1,870 — 1,870 Proceeds from notes payable 100 — 100 Payment of notes payable ( 2,596 ) — ( 2,596 ) Net cash provided by financing activities 2,972 — 2,972 Net increase (decrease) in cash 678 — 678 Cash, beginning of period 47 — 47 Cash, end of period $ 725 $ — $ 725 136 Six Months Ended June 30, 2023 As Previously Reported Restatement Impacts As Restated Ref Cash flows from operating activities Net loss $ ( 8,931 ) $ ( 612 ) $ ( 9,543 ) 1 Adjustments to reconcile net loss to net cash used in operating activities Amortization of deferred financing costs 23 — 23 Change in the fair value of the forward purchase agreement derivative liability 1,723 ( 415 ) 1,308 2 Change in fair value of liability classified warrants ( 480 ) ( 279 ) ( 759 ) 3 (Gain) loss on sale of recycled shares ( 1,306 ) 1,306 — 4 Stock-based compensation 1,060 — 1,060 Changes in operating assets and liabilities Other receivables 12 — 12 Prepaid expenses and other 658 — 658 Accounts payable 2,428 — 2,428 Accrued expenses 350 — 350 Net cash used in operating activities ( 4,463 ) — ( 4,463 ) Cash flows from financing activities Proceeds from issuance of convertible notes 5,000 — 5,000 Payment of convertible notes ( 258 ) — ( 258 ) Proceeds from issuance of shares 1,163 — 1,163 Payment of commitment fee - equity line of credit ( 500 ) — ( 500 ) Proceeds from sale of recycled shares 1,870 — 1,870 Proceeds from notes payable 100 — 100 Payment of notes payable ( 2,946 ) — ( 2,946 ) Net cash provided by financing activities 4,429 — 4,429 Net increase (decrease) in cash ( 34 ) — ( 34 ) Cash, beginning of period 47 — 47 Cash, end of period $ 13 $ — $ 13 137 Nine Months Ended September 30, 2023 As Previously Reported Restatement Impacts As Restated Ref Cash flows from operating activities Net loss $ ( 16,357 ) $ ( 418 ) $ ( 16,775 ) 1 Adjustments to reconcile net loss to net cash used in operating activities Amortization of deferred financing costs 37 — 37 Change in fair value of convertible notes 291 — 291 Change in the fair value of the forward purchase agreement derivative liability 1,723 ( 415 ) 1,308 2 Change in fair value of liability classified warrants ( 1,305 ) ( 479 ) ( 1,784 ) 3 (Gain) loss on sale of recycled shares ( 1,306 ) 1,306 — 4 Loss on extinguishment of convertible notes 4,949 — 4,949 Stock-based compensation 1,544 — 1,544 Changes in operating assets and liabilities Other receivables 12 — 12 Prepaid expenses and other 805 — 805 Accounts payable 3,115 — 3,115 Accrued expenses 692 6 698 5 Net cash used in operating activities ( 5,800 ) — ( 5,800 ) Cash flows from financing activities Proceeds from issuance of convertible notes 6,500 — 6,500 Payment of convertible notes ( 282 ) — ( 282 ) Proceeds from issuance of shares 1,283 — 1,283 Payment of commitment fee - equity line of credit ( 500 ) — ( 500 ) Proceeds from sale of recycled shares 1,870 — 1,870 Proceeds from notes payable 100 — 100 Payment of notes payable ( 3,145 ) — ( 3,145 ) Net cash provided by financing activities 5,826 - 5,826 Net increase (decrease) in cash $ 26 $ — $ 26 Cash, beginning of period $ 47 $ — $ 47 Cash, end of period $ 73 $ — $ 73 Tickmark explanations for the reconciliation of the original to the restated quarterly balance sheets for 2023: 1. Cumulative impact to the Company's Statement of Operations as a result of all of the adjustments which impacted the Statement of Operations Net Loss for each Statement of Cash Flows Presented. 2. Result of the (i) derecognition of the asset portion of the prepaid forward purchase agreement, which after further consideration, was determined to be a subscription receivable on the Company's own common stock, and (ii) Result of the change in fair value of prepaid forward purchase agreement derivative liability related to settlement features embedded within the agreement for each cash period presented. Accordingly, the asset was derecognized, the original value at the Merger date classified as a component of equity. The prepaid forward purchase agreement was fully settled in June 2023. 3. Result of the decline in the warrants derivative liability for the Company's Private Placement Warrants and PIPE Warrants (see Footnote 11), that were originally classified as components of equity. However, once it was determined that these warrants required liability classification, the warrants were required to be remeasured at each reporting period date, and the changes in fair value recognized as a component of earnings. 138 4. Related to the determination that the asset portion of the prepaid forward purchase agreement was more akin to a subscription receivable for an issuer's own equity, any proceeds from the sale of the Recycled Shares under the prepaid forward purchase agreement can not result in any gain or loss. Any proceeds received by the Company for the sale of these shares should be accounted for akin to the accounting for any sale of the Company's shares in an offering or other issuance, with the proceeds merely recognized to additional paid-in-capital. 5. To reflect certain unaccrued marketing fees as of September 30, 2023. Consolidated Statements of Changes in Stockholders' Deficit for the each of the three-months ended March 31, 2023, June 30, 2023, and September 30, 2023 The following tables present a reconciliation of the Company's consolidated statements of cash flows as previously reported to the restated amounts for the following periods: • Three-months ended March 30, 2023 • Three-months ended June 30, 2023 • Three-months ended September 30, 2023 139 Stockholders' Deficit Common Shares Additional Accumulated Stockholders' (amounts in thousands, except per share amounts) Ref Shares (1) Amount Paid-In Capital Deficit Deficit Balance - January 1, 2023 (As Restated) 12,699,668 $ 1 67,739 ( 88,502 ) ( 20,762 ) Issuance of shares - equity line of credit 378,006 — 1,108 — 1,108 Issuance of shares - commitment fee for equity line of credit 218,842 — 1,000 — 1,000 Issuance of shares - prepaid forward contracts (As Revised) 1,2 — — 1,870 — 1,870 Stock-based compensation — — 505 — 505 Net loss (As Revised) 4 — — — ( 7,096 ) ( 7,096 ) Balance - March 31, 2023 (As Restated) 13,296,516 $ 1 $ 72,222 $( 95,598 ) $( 23,375 ) Issuance of shares - equity line of credit 26,996 — 55 — 55 Issuance of shares - conversion of convertible notes 3,088,167 1 1,936 — 1,937 Issuance of shares - vesting of RSUs 153,405 — — — — Issuance of shares - prepaid forward contracts 1,096,972 — — — - Forward Purchase Agreement Derivative Liability 3 — — 11,519 — 11,519 Stock-based compensation 459,185 — 555 — 555 Net loss (As Revised) 4 — — — ( 2,447 ) ( 2,447 ) Balance - June 30, 2023 (As Restated) 18,121,241 $ 2 $ 86,287 $( 98,045 ) $( 11,756 ) Issuance of shares - equity line of credit 234,579 — 120 — 120 Issuance of shares - commitment fee for equity line of credit — — — — — Issuance of shares - conversion of convertible notes 8,432,517 1 2,410 — 2,411 Issuance of shares - exercise of warrants — — — — — Issuance of shares - vesting of RSUs 32,839 — — — — Issuance of shares - prepaid forward contracts — — — — — Stock-based compensation 379,914 — 440 — 440 Net loss (As Revised) 4 — — - ( 7,232 ) ( 7,232 ) Balance - September 30, 2023 (As Restated) 27,201,090 3 $ 89,257 $( 105,277 ) $( 16,017 ) Tickmark explanations for the reconciliation of the original to the restated quarterly statements of stockholders deficit are as follows: 1. Includes the reversal of the gain on sale of recycled shares, and classify proceeds as merely increase in additional paid-in-capital 140 2. Includes the reversal of the final derecognition of the prepaid forward purchase agreement asset, which was adjusted to reflect that the receivable component of the agreement reflected a subscription receivables on the Company's own equity. 3. Recognition of subscription receivable in the form of the prepaid forward purchase agreement. The prepayment is considered under US GAAP, to be effectively a loan to shareholders, while the related forward purchase agreement and any related obligations are accounted for separately 4. Cumulative impact to the Company's Statement of Operations as a result of all of the adjustments which impacted the Statement of Operations for each Statement of Cash Flows Presented. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure . None.