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Item 8. Financial Statements and Supplementary Data

2026-03-25 compared with 2025-03-27 · 406 added, 558 removed, 526 unchanged (65% of the section changed)

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Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended December 31, 2024 and 202 3

Consolidated Statements of Changes in Stockholders’ Equity / (Deficit) for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

To the Board of Directors and Shareholders of

SeaStar Medical Holding Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of SeaStar Medical Holding Corporation (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of SeaStar Medical Holding Corporation (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits 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.

Our audits 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 audits provide a reasonable basis for our opinion.

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Consolidated Balance Sheets

As of December 31, 2024 and 2023

(in thousands, except for share and per-share amounts)

December 31, 2025

December 31, 2024

Current assets

Accounts receivable

$ 11,980 $ 1,819

Accounts receivable, net of allowance for credit losses of $ 3 and $ 0 , respectively

Prepaid expenses

Total current assets

LIABILITIES AND STOCKHOLDERS̕ DEFICIT

$ 14,158 $ 4,658

LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT)

Current liabilities

Accounts payable

$ 948 $ 3,046

Accrued expenses

Contract liabilities

Notes payable, net of deferred financing costs

Convertible notes, current portion

Liability classified warrants

Total current liabilities

Notes payable, net of deferred financing costs

Convertible notes, net of current portion

Total liabilities

Commitments and contingencies (Note 11)

Stockholders̕ deficit

Preferred stock - $ 0.0001 par value, 10,000,000 shares authorized at December 31, 2024 and 2023;

no shares issued and outstanding at December 31, 2024 and 2023.

Stockholders’ equity/(deficit)

Preferred stock - $ 0.0001 par value, 10,000,000 shares authorized at December 31, 2025 and December 31, 2024;

no shares issued and outstanding at December 31, 2025 and December 31, 2024

Common stock - $ 0.0001 par value per share;

500,000,000 shares authorized at December 31, 2024 and 2023;

5,977,246 and 2,016,045 shares issued and outstanding at December 31, 2024 and 2023, respectively

450,000,000 and 500,000,000 shares authorized at December 31, 2025 and December 31, 2024, respectively;

3,844,613 and 650,639 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

162,126 137,379

Accumulated deficit

Total stockholders̕ deficit

Total liabilities and stockholders̕ deficit

( 151,714 ) ( 139,564 )

Total stockholders’ equity/(deficit)

10,416 ( 2,183 )

Total liabilities and stockholders’ equity/(deficit)

$ 14,158 $ 4,658

The accompanying notes are an integral part of these consolidated financial statements.

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Consolidated Statements of Operations

For the Years Ended December 31, 2024 and 2023

(in thousands, except for share and per-share amounts)

Year Ended December 31,

$ 1,234 $ 135

Cost of goods sold

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Total operating expenses

13,356 17,977

Loss from operations

( 12,175 ) ( 17,842 )

Other income (expense)

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Interest expense

( 31 ) ( 244 )

Other financing costs

Change in fair value of convertible notes

Change in fair value of warrants liability

Change in the fair value of the forward purchase agreement derivative liability

Loss on extinguishment of convertible notes

Total other income (expense), net

Loss before provision for income taxes

( 12,147 ) ( 24,827 )

Provision for income taxes

$ ( 12,150 ) $ ( 24,830 )

Net loss per share of common stock, basic and diluted

$ ( 5.86 ) $ ( 66.33 )

Weighted-average shares outstanding, basic and diluted

2,073,087 374,356

The accompanying notes are an integral part of these consolidated financial statements.

SeaStar Medical Holding Corporation

Consolidated Statements of Changes in Stockholders’ Deficit

For the Years Ended December 31, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Equity/(Deficit)

(in thousands, except for share and per-share amounts)

Stockholders̕ Deficit

For the Year Ended December 31, 2025 and 2024

Common Shares

Stockholders'

Paid-In Capital

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders’ Equity/(Deficit)

Balance, December 31, 2023

Issuance of shares - equity line of credit

Issuance of shares - commitment fee for equity line of credit

254,520 $ 1 $ 100,863 $ ( 114,734 ) $ ( 13,870 )

Issuance of shares - conversion of convertible notes

60,077 — 10,215 — 10,215

Issuance of shares - exercise of warrants

35,208 — 3,960 — 3,960

Issuance of shares - equity offering (including pre-funded warrants), net of issuance costs

297,475 1 21,244 — 21,245

Issuance of shares - stock issued for Board compensation in lieu of cash

1,012 — 210 — 210

Issuance of shares - vesting of RSUs

Issuance of shares - prepaid forward contracts

Forward purchase agreement derivative liability

1,314 — — — —

Issuance of shares - stock issued for employee bonuses

1,033 — 73 — 73

Stock-based compensation

— — 814 — 814

— — — ( 24,830 ) ( 24,830 )

Balance, December 31, 2024

Issuance of shares - conversion of convertible notes

650,639 $ 2 $ 137,379 $ ( 139,564 ) $ ( 2,183 )

Balance, December 31, 2024

650,639 $ 2 $ 137,379 $ ( 139,564 ) $ ( 2,183 )

Issuance of shares - equity offering (including pre-funded warrants), net of issuance costs

2,527,225 2 21,968 — 21,970

Issuance of shares - exercise of warrants

Issuance of shares - equity offerings, net of issuance costs

Issuance of shares - stock issued for Board compensation in-lieu of cash

Issuance of shares - vesting of RSUs

Issuance of shares - stock issued for employee bonuses

627,103 — 1,815 — 1,815

Issuance of shares - standby equity purchase agreement issuances

8,000 — 42 — 42

Issuance of shares - standby equity purchase agreement commitment fee

23,641 — 298 — 298

Issuance of shares - vesting of restricted stock units

8,005 — — — —

Stock-based compensation

— — 624 — 624

— — ( 12,150 ) ( 12,150 )

Balance, December 31, 2025

3,844,613 $ 4 $ 162,126 $ ( 151,714 ) $ 10,416

The accompanying notes are an integral part of these consolidated financial statements.

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Consolidated Statements of Cash Flows

For the Years Ended December 31, 2024 and 2023

(in thousands, except for shares and per-share amounts)

Year Ended December 31,

Cash flows from operating activities

$ ( 12,150 ) $ ( 24,830 )

Adjustments to reconcile net loss to net cash used in operating activities

Amortization of deferred financing costs

Change in fair value of convertible notes

Change in fair value of forward purchase agreement derivative liability

Change in fair value of convertible notes (issued, converted and outstanding)

Change in fair value of liability classified warrants (exercised and outstanding)

Shares issued for the standby equity purchase agreement commitment fee

Stock-based compensation

Loss on extinguishment of convertible notes

Change in operating assets and liabilities

Account receivable

Other receivables

Accounts receivables, net

( 125 ) ( 112 )

Prepaid expenses

Accounts payable

( 2,098 ) ( 1,281 )

Accrued expenses

( 920 ) 1,875

Other liabilities

Net cash used in operating activities

( 13,599 ) ( 16,007 )

Cash flows from financing activities

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Payment of convertible notes

Proceeds from issuance of shares, net of offering costs

16,126 17,441

Proceeds from exercise of warrants

Proceeds from pre-funded warrants

Proceeds from issuance of notes payable

Payment of notes payable

Proceeds from issuance of shares, net of offering costs

Proceeds from exercise of convertible note warrants

Proceeds from issuance of pre-funded warrants

Proceeds from exercise of additional warrants

Payment of commitment fee - equity line of credit

Proceeds from sale of recycled shares

( 834 ) ( 5,402 )

Net cash provided by financing activities

23,760 17,650

Net increase in cash

Cash, beginning of period

Cash, end of period

The accompanying notes are an integral part of these consolidated financial statements.

SeaStar Medical Holding Corporation

Consolidated Statements of Cash Flows, cont’d

For the Years Ended December 31, 2024 and 2023

(in thousands, except for shares and per-share amounts)

Cash, beginning of year

Cash, end of year

$ 11,980 $ 1,819

Supplemental disclosure of cash flow information

Cash paid for income taxes

Cash paid for interest

Supplemental disclosure of noncash financing activities

Cash paid for income taxes

Exercise of liability classified warrants

Shares issued as payment of convertible notes

Shares issued to settle forward option-prepaid forward contracts

Shares issued from conversion of convertible notes

Offering cost incurred but not paid

Board compensation settled in shares of common stock in lieu of cash

Offering costs incurred but not paid

Issuance of convertible note warrants

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Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

D e scription of Business

Description of Business

Organization and description of busines s

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The initial target of this technology is for the treatment of acute kidney injuries in pediatric patients.

On October 28, 2022, LMF Merger Sub, Inc., a wholly owned subsidiary of LMF Acquisition Opportunities, Inc., (“LMF”), merged with and into the Predecessor (the “Business Combination”), with the Predecessor surviving the Business Combination as a wholly owned subsidiary of LMF.

On October 28, 2022, LMF Merger Sub, Inc., a wholly owned subsidiary of LMF Acquisition Opportunities, Inc.

(“LMF”), 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”.

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Following the effect of the 2024 Reverse Stock Split, each 25 shares of the Company’s common stock that were issued and outstanding automatically converted into one outstanding share of common stock.

All stock options and warrants of the Company outstanding immediately prior to the Reverse Stock-Split were proportionally adjusted except for the Listed Warrants and the private placement warrants that were issued as part of the SPAC transaction that closed on October 28, 2022, which total 16,788,000 outstanding warrants in the aggregate (the “Unadjusted Warrants”).

On January 5, 2026, the Company elected a 1 -for- 10 reverse-stock split (the “2026 Reverse Stock Split,” together with the 2024 Reverse Stock Split, the “Reverse Stock Splits”) of its issued and outstanding shares of common stock, par value $ 0.0001 (the “common stock”).

Following the effect of the 2026 Reverse Stock Split, each 10 shares of the Company’s common stock that were issued and outstanding automatically converted into one outstanding share of common stock.

Combined, this had the effect of a 1 -for- 250 reverse stock split.

All stock options and warrants of the Company outstanding immediately prior to each of the Reverse Stock Splits were proportionally adjusted except for the Listed Warrants and the private placement warrants that were issued as part of the SPAC transaction that closed on October 28, 2022, which total 16,788,000 outstanding warrants in the aggregate (the “Unadjusted Warrants”).

The Unadjusted Warrants each retained an $ 11.50 exercise price and require the exercise of 250 warrants to purchase one share of common stock.

Unless otherwise indicated, all other share and per share amounts in this annual report reflect the effect of the Reverse-Stock Split.

The par value of the Company’s common stock remained unchanged at $ 0.0001 per share and the number of authorized shares of common stock remained the same after the Reverse-Stock Split.

Unless otherwise indicated, all other share and per share amounts in this annual report reflect the effect of the Reverse Stock Splits.

The par value of the Company’s common stock remained unchanged at $ 0.0001 per share and the number of authorized shares of common stock remained the same after each of the Reverse Stock Splits.

Liquidity and going concern

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The Company’s need for additional capital will depend in part on the scope and costs of its development activities.

To date, the Company has generated very little revenue from the sales of it's commercialized product, QUELIMMUNE.

To date, the Company has generated approximately $ 1.2 million in revenue from the sales of QUELIMMUNE.

Its ability to generate meaningful product revenue will depend on the successful launch of QUELIMMUNE and development and eventual commercialization of the adult SCD.

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.

Until such time, if ever, it expects to finance its operations through the sale of equity or debt securities, 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

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.

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

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

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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 (i) valuation of the liability classified warrants, (ii) prepaid forward purchase agreement derivative liability, (iii) provision for income taxes, (iv) convertible debt measured at fair value, (v) unbilled clinical trial costs, (vi) and stock-based compensation expense.

Significant estimates for the year ended December 31, 2025, include the (i) valuation of the liability classified warrants, (ii) unbilled clinical trial costs, and (iii) 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.

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Accounts Receivable

The Company recognizes accounts receivables from sales to customers at the time revenue is recognized and a customer invoice is created.

The need for a credit loss allowance is evaluated each reporting period based on the Company’s assessment of the credit worthiness of its customers or any other potential circumstances that could result in a credit loss.

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Any customer specific collections subsequent to the reporting period are then adjusted accordingly.

All outstanding accounts receivable customer balances at December 31, 2024 were fully paid subsequent to December 31, 2024.

Accordingly, there is no reserve for a credit loss allowance provided as of December 31, 2024.

As of December 31, 2025 and 2024, the Company had a current expected credit loss reserve of $ 3 thousand and $ 0 , respectively.

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

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.

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

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.

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and the application of U.S.

For those that are liability classified, the Company recognized changes in the fair value of each financial instruments as a “non-operating income / (expense)” component of the Statement of Operations and an adjustment to operating cash flows within the Statement of Cash Flows each reporting period.

The issuance of each derivative instrument is reported as a proceed in the financing section to the Statement of Cash Flows, while the ultimate settlement of each derivative instrument could be reported either as an adjustment to operating cash flows, paydown within financing cash flows, or a non-cash transaction depending on the settlement.

For those that are liability classified, the Company recognized changes in the fair value of each financial instruments as a “non-operating income / (expense)” component of the consolidated statement of operations and an adjustment to operating cash flows within the consolidated statement of cash flows each reporting period.

The issuance of each derivative instrument is reported as a proceed in the financing section to the consolidated statement of cash flows, while the ultimate settlement of each derivative instrument could be reported either as an adjustment to operating cash flows, paydown within financing cash flows, or a non-cash transaction depending on the settlement.

Fair value option of accounting

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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 8) were eligible for the FVO and accordingly elected the FVO for those debt instruments.

Based on the eligibility assessment discussed above, the Company historically concluded that its previously held convertible notes 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.

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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 until they were settled in 2024.

The changes in fair value of the FVO debt instruments are recorded

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.

The Company did not have any convertible notes outstanding during the year ended December 31, 2025.

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

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

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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.

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.

Investor D Convertible Notes.

The convertible notes were recorded as liabilities and were recorded at fair value based on Level 3 measurements until they were fully settled in 2024.

The estimated fair values of the convertible notes were 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 was then discounted back to each reporting period in which the convertible notes were 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 was appropriate for those probability-adjusted cash flows.

The change in fair value of the Investor D Convertible Notes each reporting period was recorded to the change in fair value of convertible notes in the consolidated statement of operations.

Liability Classified Warrants.

The Company has entered into or assumed various financial instruments, in the form of warrant agreements, that require classification as liabilities.

This classification requires that the Company measure the warrants at each fair value reporting period.

This classification requires that the Company measure the warrants at each fair value at the end of each quarterly and annual reporting period.

The Company uses a Black-Scholes option pricing model to fair value the 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.

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The estimated fair value of cash, accounts receivables, prepaid expenses, accounts payable and accrued expenses approximate their fair value because of the short-term nature of these instruments.

Classification of Derivative Gains and Losses on the Statement of Cash Flows.

Changes in fair value related to the Company’s derivative financial instruments consisting of (i) liability classified warrants, (ii) convertible notes, and (iii) forward purchase agreements are classified in operating cash flows as adjustments to net income.

Classification of Derivative Gains and Losses on the Consolidated Statement of Cash Flows.

Changes in fair value related to the Company’s derivative financial instruments consisting of (i) liability classified warrants and (ii) convertible notes are classified in operating cash flows as adjustments to net income.

During the year ended December 31, 2025, the only activity related to liability classified warrants, as the Company fully settled all outstanding convertible notes during the year ended December 31, 2024.

Revenue Recognition

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(i) identify the contract with a customer;

(ii) identify

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

the performance obligations in the contract;

(ii) identify the performance obligations in the contract;

(iii) determine the transaction price, including variable consideration, if any;

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and (v) recognize revenue when (or as) performance obligations are satisfied.

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses whether the goods or services promised within each contract are distinct and, therefore, represent a separate performance obligation.

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The Company records any payments received from customers prior to the Company fulfilling its performance obligation(s) as contract obligations.

Amounts expected to be recognized as revenue within the one year following the balance sheet date are classified as current contract obligations.

Amounts not expected to be recognized as revenue within the one year following the balance sheet date are classified as contract obligations, net of current portion.

Amounts expected to be recognized as revenue within the one year following the consolidated balance sheet date are classified as current contract obligations.

Amounts not expected to be recognized as revenue within the one year following the consolidated balance sheet date are classified as contract obligations, net of current portion.

See Note 3 – Revenues and Contract Obligations for further details.

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The Company has sold and intends to continue to sell its products either through a combination of distributor(s) and/or directly to end-user qualified customers through the Company’s own internal commercial/sales resources.

The acting distributor during the year ended December 31, 2024 subsequently resold and was to continue to resell the products to present and future customers, until such time the Company terminated its agreement with the distributor (see Notes 3 and 13).

• Timing of Revenue Recognition – During the brief history (commenced July 2024) of selling pediatric SCDs, revenue has been recognized based on a freight-on-board destination ( “ FOB Destination”) requirement.

Timing of Revenue Recognition – During the brief history (commenced July 2024) of selling QUELIMMUNE, revenue has been recognized based on a freight-on-board destination (“FOB Destination”) requirement.

Chargebacks, Government Rebates and Discounts – During the brief history of selling pediatric SCDs commercially, the Company has not agreed to chargebacks, government rebates or discounts.

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Given the (i) overall rate of product shipped that is defective/damaged, (ii) overall volume of sales to individual end-user customers, (iii) expected supply in the customer channel, and (iv) expected usage by customers, the Company does not anticipate that there will be significant risk of product returns overall.

• Variable Consideration – based on the above and given the materiality of current sales (less than $ 0.1 million sold through the year ended December 31, 2024), the Company does not currently estimate a constraint on revenue recognized on product sales.

Variable Consideration – the Company does not currently estimate a constraint on revenue recognized on product sales.

Transaction Price – based on the above, as currently constructed, the Company’s transaction price is fixed, based on the agreed-upon price per each purchase order submitted by each customer.

Milestone or up-front payments unique to the distributor were disclosed in Note 3 (also see Note 13), and are not expected to be recognized as revenue, but were returned as a result of a settlement to cease the relationship with the distributor.

Milestone or up-front payments unique to the former distributor, disclosed in Note 3, were not recognized as revenue, but were returned as a result of a settlement to cease the relationship with the distributor.

Allocation of Consideration – each sale of a pediatric SCD is independent of any and all other sales.

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Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

The Company will continue to monitor all of the above as the Company continues to commercialize and increase its customer base, which could result with each distributor or end-user customer agreement resulting in its own unique terms and conditions, that will potentially impact the timing and amount of revenue recognition pursuant to U.S.

Cost of Goods Sold

Prior to July 2024, the Company only manufactured/assembled pediatric or adult SCDs for research oriented and/or clinical trial related activities.

Accordingly, as of and during the year ended December 31, 2024, all inventory on-hand or utilized had $ 0 carrying value, as it was expensed to research and development expense at the time of purchase.

Accordingly, for pediatric SCDs sold during the year ended December 31, 2024, the Company recognized no cost of goods sold, as there was no carrying value attributed to those units sold.

As the Company procures inventory in the future, the Company will place value on raw materials and component parts, as there is the potential that the raw materials could be used either for (i) commercial purposes ( QUELIMMUNE sales ) or (ii) research and development purposes ( adult SCDs used in ongoing clinical trials ).

Prior to July 2024, the Company manufactured/assembled QUELIMMUNE and adult SCDs only for research oriented and/or clinical trial related activities.

Inventory purchased prior to July 2024 was expensed as a period expense at the time of purchase as a research and development expense.

Accordingly, all QUELIMMUNE units sold prior to the three months ended June 30, 2025, had no recognized inventory value.

During the year ended December 31, 2025, the Company recognized approximately $ 53 thousand for cost of goods sold.

The Company purchases supplies for the production of QUELIMMUNE and adult SCDs, some of which is used in the production of both.

The Company's policy for the accounting for these three categories of inventory as follows:

• QUELIMUNE Specific Inventory – comprises raw materials used solely for the assembly of QUELIMMUNE inventory.

It will be recognized to inventory as either raw materials, work-in-process, or finished goods depending on the stage of assembly.

It will be charged to cost of goods sold upon shipment to a customer.

• Commingled Inventory – comprises raw materials that are used both for the assembly of QUELIMMUNE or adult SCDs.

If used in the assembly of QUELIMMUNE, it will continue to be included in inventory as either work-in-process or finished goods depending on the stage of assembly and charged to cost of goods sold upon shipment to a customer.

• Adult SCD Specific Inventory – comprises raw materials used solely for the assembly of adult SCDs primarily to fulfill the demands of the NEUTRALIZE-AKI study.

These supplies will be charged to research and development expense upon acquisition, until such time, that it is probable that these supplies could be assembled into adult SCD kits to be sold commercially.

Stock-based compensation

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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.

Funded Research & Development Expense

During the year ended December 31, 2025, the Company entered into an agreement to provide contract research services to an outside party, which involves a study of the Company's selective cytopheretic device relating to patients with severe, chronic heart failure.

The Company is able to bill the outside party for a certain portion of the costs incurred to provide these services.

The Company will own and is able to benefit from the knowledge gained from the results of this study.

Accordingly, the Company will account for any funds paid by the outside party to the Company as a reimbursed expense, in accordance with ASC 730 - 20 as a funded research and development arrangement.

Accordingly, any amounts incurred and billed will offset the Company's operating expenses categorized as research and development expense on the Company’s condensed consolidated statement of operations for the year ended December 31, 2025.

The reimbursed expenses for the year ended December 31, 2025, totaled approximately $ 0.4 million.

No funded research and development agreement existed in 2024.

Emerging growth company status

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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.

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

Net loss per share attributable to common stockholders

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The dilutive effect of these potential common shares is reflected in diluted earnings per share by application of the treasury stock method.

See Note 16 for disclosures

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

on exclusion of certain instruments which would be anti-dilutive in circumstances where the Company is reporting a net loss for that earnings period.

See Note 14 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 in conformity with the two -class method required for participating securities as certain outstanding warrants are considered participating securities.

1 unchanged sentence

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.

As the Company has reported a net loss for the periods presented, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders for these periods.

The significant increase in common stock outstanding is expected to impact the year-over-year comparability of the Company’s net loss per share calculations.

Recently adopted accounting standards

Accounting Standards Update 2023-07 - In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 – Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The guidance is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

See Note 17 - Segment Reporting.

The Company adopted this as of December 31, 2024 , resulting in a dedicated segment reporting footnote with the requisite disclosures (see Note 17 - Segment Reporting ).

Accounting Standards Update 2023 - 09 — In December 2023, the 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 was permitted, but the Company elected not to early adopt and adopted for the year ended December 31, 2025.

ASU 2023 - 09 requires the Company to consistently categorize and provide greater disaggregation of information in the rate reconciliation it must further disaggregate income taxes paid.

However, as the Company is currently generating net operating losses, pays no federal and limited state taxes and does not operate in foreign jurisdictions, this does not have a significant impact to the Company's income tax disclosures (see Note 13 ).

Recently issued accounting standards not yet adopted

4 unchanged sentences

The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements and disclosures.

Accounting Standards Update 2023-09 — In December 2023, the 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.

The Company is currently assessing the impact of this guidance on its consolidated financial statements and disclosures.

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

Revenues and Contract Obligations

13 unchanged sentences

Due to the termination of the Distribution Agreement and related Settlement Agreement, the Company did not recognize any revenue from the Up-Front Payment or the Regulatory Milestone Payment as it refunded the payments to Nuwellis as part of the Settlement Agreement.

Since the termination of the Distribution Agreement, the Company developed its own commercial operations and sold approximately $ 0.1 million of pediatric SCDs to an end-user customer during the year ended December 31, 2024.

Since the termination of the Distribution Agreement, the Company developed its own commercial operations and sold approximately $ 1.2 million and $ 0.1 million to end-user customers during the years ended December 31, 2025 and 2024, respectively.

The following table summarizes the changes in the Company’s contract liability balance for the years ended December 31, 2025 and 2024 :

Year Ended December 31,

($ in thousands)

5 unchanged sentences

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

The Company had no contract assets at the beginning or end of the fiscal years ended December 31, 2025 and 2024 .

7 unchanged sentences

December 31, 2024

Increase in trade account receivable, gross

$ 112 $ — $ 112

Changes in accounts receivable

128 ( 3 ) 125

December 31, 2025

$ 240 $ ( 3 ) $ 237

Accrued Expenses

1 unchanged sentence

($ in thousands)

December 31, 2025

December 31, 2024

Accrued research and development

$ 1,525 $ 1,023

Accrued bonus

Accrued director compensation

Accrued research and development

Total accrued expenses

Forward Purchase Agreements

In October 2022, LMF, entered into Forward Purchase Agreements (“FPAs”) with (i) Vellar Opportunity Fund SPV LLC – Series 4 and (ii) HB Strategies LLC (collectively the “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 FPAs, 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”) 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”).

$ 2,268 $ 3,188

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

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, an additional 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 statements of operations for the year ended December 31, 2023.

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 features were embedded features that required bifurcation and recognition as a liability.

The liability was remeasured at each reporting date until the liability was extinguished in 2023.

The Company recognized a loss of $ 2.3 million during the year ended December 31, 2023, from the remeasurement of the liability.

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 and (ii) all remaining 773,400 unsold Recycled Shares to the FPA Sellers.

Upon the final settlement of the FPA, the Company recognized a gain of approximately $ 1.0 million as the ultimate amount to settle the repurchase of the Company’s shares of common stock underlying the FPAs 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 during the year ended December 31, 2023.

Notes Payable

Notes payable consisted of the following:

Notes payable consisted of the following as of December 31, 2025 and 2024, respectively:

($ in thousands)

LMFA notes payable

LMFAO note payable

Maxim note payable

December 31, 2025

December 31, 2024

Insurance financing

Unamortized deferred financing costs

Less current portion

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 8, 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 10).

The $ 0.1 million consideration for the modification was capitalized as a deferred financing cost.

The Company amortized $ 52 thousand and $ 48 thousand of the deferred financing cost during the years ended December 31, 2024 and 2023, respectively.

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

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

dates to 91 days after the last maturity date applicable to any of the notes issued pursuant to the amended SPA.

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.

As of December 31, 2024, the Company had fully extinguished all notes payable to LMFA, LMFAO and Maxim for $ 5.4 million of cash.

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 originally 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 was 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 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 contained customary representations and warranties, affirmative and negative covenants, and events of default.

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 originally due on demand at any time on or after March 31, 2023.

The Company paid the LMFA notes in full during the year ended December 31, 2024.

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 carried an interest rate of 7 % per annum and contained customary representations and warranties and affirmative and negative covenants.

The LMFAO Note was subject to events of default, which could have resulted 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 Company paid this note in full during the year ended December 31, 2024.

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”).

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

Maxim Note had a maturity date of October 30, 2023 and outstanding amounts may be prepaid without premium or penalty.

If the Company received any cash proceeds from a debt or equity financing transaction prior to the maturity date, then the Company was 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 was due at 7.0 % per annum.

The Maxim Note contained customary representations and warranties, and affirmative and negative covenants.

The Maxim Note was subject to events of default, which could have resulted in the Maxim Note becoming immediately due and payable, with interest of 15.0 % per annum.

As a result of the Reverse Stock-Split, the Maxim Note balance became due within 90 days of the June 2024 Reverse Stock-Split event.

The Maxim Note was paid in full during the year ended December 31, 2024.

( 525 ) ( 574 )

Non-current portion

Insurance Financing

1 unchanged sentence

Interest on the financing agreement was 7.940 % per annum.

The October 2024 financing agreement is to be paid in 10 monthly installments, with an outstanding balance of approximately $ 0.6 million at December 31, 2024.

The October 2025 financing agreement is to be paid in 10 monthly installments, with the final installment set for August 2026.

In October 2024, 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 was 8.440 % per annum.

The October 2023 financing agreement had an outstanding balance of approximately $ 0.6 million as of December 31, 2023, and was paid in full during the year ended December 31, 2024.

Related Party Notes

The Company from time to time has entered into short-term financings with LMFA to provide short-term liquidity needs.

A total of three notes were entered into during the 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, 2024 and 2023.

Investor D Note

On June 28, 2024, the Company and Investor D agreed to exchange all of the remaining outstanding warrants held by Investor D, which were issued in connection with Investor D's convertible debt issued between March 2023 and January 2024, into a short-term note of approximately $ 0.5 million.

The interest rate on the loan was 7.0 % per annum and the note was paid in full during the year ending December 31, 2024.

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

Convertible Notes

Convertible notes payable activity for the year ended December 31, 2024, consisted of the following:

($ in thousands)

3rd Investor D Note

4th Investor D Note

5th Investor D Note

6th Investor D Note

Balance as of December 31, 2023

Issuance (Face Value)

Fair value of detachable warrants at issuance

(Gain)/loss on conversion

Conversion to common stock

(Gain)/loss on reporting period remeasurement

Balance as of December 31, 2024

Investor D Unsecured Convertible Notes

On March 15, 2023, the Company entered into a Securities Purchase Agreement (the “Investor D SPA”) with an institutional investor (“Investor D”), whereby the Company agreed to issue a series of four senior unsecured convertible notes (collectively, the “Investor D Convertible Notes”) during the year ended December 31, 2023 with principal proceeds totaling up to $ 9.8 million and warrants to purchase shares of the Company’s common stock.

On March 15, 2023, t he Company issued the first senior unsecured convertible note (the “First Investor D Note”) in the amount of approximately $ 3.3 million, convertible into 48,309 shares of common stock at an initial conversion price of $ 67.50 .

The First Investor D Note was issued at an 8.0 % discount, bore interest at 7.0 % per annum, matured on June 15, 2024 , and required monthly installments of principal and interest.

In addition, the Company issued warrants to purchase 13,134 shares of common stock (the “First Investor D Warrants”).

The First Investor D Warrants have an initial exercise price of $ 74.25 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 32,206 shares of common stock at an initial conversion price of $ 67.50 .

The Second Investor D Note was issued at an 8.0 % discount, bore interest at 7.0 % per annum, matured on August 12, 2024 , and required monthly installments of principal and interest.

In addition, the Company issued warrants to purchase 8,756 shares of common stock (the “Second Investor D Warrants”).

The Second Investor D Warrants have an initial exercise price of $ 74.25 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, bore interest at 7.0 % per annum and required monthly installments of principal and interest.

Each tranche of the Third Investor D Note was conver tible into 108,686 shares of common stock at an initial conversion price of $ 5.00 , in a p rincipal amount of $ 0.5 million, and includes a warrant to purchase up to 29,552 shares of common stock with an exercise price of $ 5.00 per share.

The Third Investor D Notes had maturity dates of November 6, 2024 , November 29, 2024 , December 25, 2024 , and February 26, 2025 .

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 Inv estor D Notes to the lowest of (i) $ 5.00 ,

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

(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 190,625 shares of common stock with an exercise price of $ 5.00 per share of common stock .

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 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 which increased the maximum amount of additional funding from approximately $ 2.0 million to app roximately $ 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 $ 14.00 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 21,108 shares of common stock with an exercise price of $ 14.00 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, respectively, 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 496,831 s hares 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 of $ 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 i nto 417,078 s hares 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”.

The October 2024 financing agreement was to be paid in 10 monthly installments, but was paid in full in June 2025.

Equity Transactions

August 2025 Offering

On August 1, 2025, the Company closed on a registered direct offering with certain institutional investors (the “August 2025 Offering”), pursuant to which the Company sold and issued to the Purchasers, (i) 496,055 shares of the Company’s common stock par value $ 0.0001 per share and (ii) in a concurrent private placement, warrants to purchase up to an aggregate of 496,055 shares of Common Stock (the “August 2025 Common Warrants”) at an exercise price of $ 7.62 per share.

The combined offering price for each share of common stock and accompanying August 2025 Common Warrant was $ 8.87 .

The August 2025 Common Warrants are exercisable upon issuance and will expire on August 12, 2030.

The Company received aggregate gross proceeds from the August 2025 Offering of approximately $ 4.4 million before deducting fees of approximately $ 0.5 million in offering costs comprised of a cash fee of 7.00 %, a management fee of 1.00 %, legal fees and other fees.

Also in connection with the August 2025 Offering, the Company agreed to issue to the placement agent or its designees warrants (the “August 2025 Placement Agent Warrants”) to purchase up to an aggregate of 34,724 shares of common stock.

The August 2025 Placement Agent Warrants have an exercise price of $ 11.08 per share (which represents 125 % of the offering price per share of common stock and accompanying August 2025 Common Warrant), are exercisable upon issuance and will expire on July 31, 2030.

The August 2025 Common Warrants and August 2025 Placement Agent Warrants collectively herein are referred to as the “August 2025 Warrants”.

No August 2025 Warrants have been exercised and all August 2025 Warrants remain outstanding as of December 31, 2025.

In accordance with ASC 815 - 40, Derivatives and Hedging-Contracts in Entity ’ s own Equity , the Company determined that all of the August 2025 Warrants issued in connection with the August 2025 Offering met the conditions for equity classification and were included as a component of stockholders’ equity/(deficit).

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

• 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”.

Investor D Unsecured Convertible Notes Issued in 2024

The Company completed additional closings related to the Second Amendment to the Investor D Securities Purchase Agreement on January 12, 2024, and January 24, 2024, issuing notes in principal amounts of $ 0.3 million and $ 0.8 million, respectively, each at 7.00 % per annum (collectively the “2024 Investor D Notes”).

The 2024 Investor D Notes were to mature on April 12, 2025 and April 24, 2025 , respectively.

The 2024 Investor D Notes had an initial conversion price of $ 350.00 per share and were convertible into shares of the Company’s 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.

The Company also issued warrants to purchase up to 5,278 and 15,382 shares of common stock, respectively, with an exercise price of $ 14.00 per share, and additional warrants to purchase up to 5,278 and 15,382 shares of common stock, respectively, with an exercise price of $ 350.00 per sha re.

On January 30, 2024, the institutional investor agreed to waive its Optional Redemption Rights and any event of default that may arise thereunder with respect to this offering and suspend the Optional Redemption Rights for a period of sixty ( 60 ) days following the closing of this offering (the “Suspension Period”), and the Company granted the institutional investor a right to redeem all or a portion of the then outstanding Conversion Amount within three (3) trading days after the Suspension Period at an amount equal to 200 % of the Conversion Amount.

During the quarter-ended March 31, 2024, the institutional investor converted approximately $ 3.3 million (face value) of the outstanding convertible notes into approximately $ 9.5 million of the Company’s common stock.

As of March 31, 2024, the Company still owed the institutional investor approximately $ 1.0 million (face value) in convertible notes, with a fair value of approximately $ 1.1 million, which as disclosed below, was ultimately either converted or redeemed by June 30, 2024.

The Company incurred a loss of approximately $ 5.8 million as a result of the following:

(i) $ 4.7 million loss on conversion into equity as a result of the difference between the fair value of the convertible notes being converted and the equity being delivered, (ii) $ 0.7 million loss on issuance of the Investor D convertible notes issued during the quarter ended March 31, 2024, as a result of the combination of the fair value of detachable warrants issued in conjunction to the Investor D Notes issues during the quarter ended March 31, 2024, and the excess fair value over the proceeds received for the Investor D convertible notes issues during the quarter ended March 31, 2024, and (iii) $ 0.4 million loss on the change in fair value of those Investor D convertible notes that were still outstanding as of March 31, 2024.

Investor D April 2024 Side Letter

On April 1, 2024, the Company and Investor D entered into a side letter agreement (the “April 2024 Side Letter”) whereby each party agreed to suspend certain rights of Investor D for a 60-day period, extending those rights from March 30, 2024, to May 30, 2024.

Those rights included a 10-day notice period for any subsequent financing and rights to review terms of such financing arrangements.

Finally, Investor D waived its rights and notice of default in the event of such financings.

In addition, if at the end of the suspension period of May 30, 2024 the convertible notes were still outstanding, Investor D had the right to require the Company to redeem all or a portion of any outstanding Investor D convertible notes at 200 % of the conversion amount (the “Make-Whole Amount”).

On June 5, 2024, Investor D and the Company completed the following two transactions, eliminating the remaining outstanding convertible debt:

• Investor D converted approximately $ 0.6 million of outstanding principal and $ 0.7 million of accrued interest and Make-Whole Amount , into 92,858 shares of the Company’s common stock, resulting in a loss of approximately $ 0.4 million, and

July 2025 Offering

On July 11, 2025, the Company closed on a registered direct offering with certain institutional investors (the “July 2025 Offering”), pursuant to which the Company sold and issued to the Purchasers, (i) 484,124 shares of the Company’s common stock par value $ 0.0001 per share and pre-funded warrants to purchase up to 40,124 shares of common stock (the “July 2025 Pre-Funded Warrants”) at an exercise price of $ 0.01 per share (the July 2025 Pre-Funded Warrants were fully exercised concurrent with the July 2025 Offering), and (ii) in a concurrent private placement, warrants to purchase up to an aggregate of 524,247 shares of common stock (the “July 2025 Common Warrants”) at an exercise price of $ 6.378 per share.

The combined offering price for each share of common stock and accompanying July 2025 Common Warrant was $ 7.63 .

The July 2025 Common Warrants are exercisable upon issuance and will expire on August 12, 2030.

The Company received aggregate gross proceeds from the July 2025 Offering of approximately $ 4.0 million before deducting fees paid of $ 0.4 million in offering costs comprised of a cash fee of 7.00 %, a management fee of 1.00 %, legal fees and other fees.

Also in connection with the July 2025 Offering, the Company agreed to issue to the placement agent or its designees warrants (the “July 2025 Placement Agent Warrants”) to purchase up to an aggregate of 36,698 shares of common stock.

The July 2025 Placement Agent Warrants have an exercise price of $ 9.538 per share (which represents 125 % of the offering price per share of common stock and accompanying July 2025 Common Warrant), are exercisable upon issuance and will expire on July 10, 2030.

The July 2025 Common Warrants and July 2025 Placement Agent Warrants collectively herein are referred to as the “July 2025 Warrants”.

No July 2025 Warrants have been exercised and all July 2025 Warrants remain outstanding as of December 31, 2025.

In accordance with ASC 815 - 40, Derivatives and Hedging-Contracts in Entity ’ s own Equity , the Company determined that all of the warrants issued in connection with the July 2025 Offering met the conditions for equity classification and were included as a component of stockholders’ equity/(deficit)

June 2025 Offering

In June 2025, the Company did a best efforts public offering (the “June 2025 Offering”) pursuant to which the Company issued an aggregate of (i) 493,539 shares of the Company's common stock, (ii) 121,847 pre-funded warrants to purchase up to 121,847 shares of common stock (the “June 2025 Pre-Funded Warrants”) with an exercise price of $ 0.001 , (iii) 615,385 Series A warrants to purchase up to 615,385 shares of common stock with an exercise price of $ 6.50 (the “June 20205 Series A Warrants”), and (iv) 615,385 Series B warrants to purchase up to 615,385 shares of common stock at an exercise price of $ 6.50 (the “June 2025 Series B Warrants”).

All 121,847 June 2025 Pre-Funded Warrants were exercised as of December 31, 2025.

The Company received aggregate gross proceeds from the June 2025 Offering of approximately $ 4.0 million, before deducting approximately $ 0.5 million in offering costs comprised of cash fee of 7.00 %, a management fee of 1.00 %, legal fees and other fees.

Also in connection with the June 2025 Offering, the Company agreed to issue to the placement agent or its designees warrants (the “June 2025 Placement Agent Warrants”) to purchase up to an aggregate of 43,077 shares of common stock.

The June 2025 Placement Agent Warrants have an exercise price of $ 8.13 per share (which represents 125 % of the offering price per share of common stock and accompanying June 2025 Series A and Series B Warrants), are exercisable upon issuance and will expire on June 20, 2030.

No June 2025 Placement Warrants have been exercised and all June 2025 Placement Warrants remain outstanding as of December 31, 2025.

The June 2025 Series A Warrants and June 2025 Series B Warrants were immediately exercisable with the June 2025 Series A warrants expiring on June 23, 2030 and the June 2025 Series B Warrants expiring on December 23, 2026.

During the year ended December 31, 2025, 40,770 and 238,462 Series A June 2025 Warrants and Series B June 2025 Warrants have been exercised, respectively and 574,616 and 376,924 Series A June 2025 Warrants and Series B June 2025 Warrants remain outstanding, respectively, as of December 31, 2025.

In accordance with ASC 815 - 40, Derivatives and Hedging-Contracts in Entity ’ s own Equity , the Company determined that all the different warrants issued or amended in connection with the June 2025 Offering met the conditions for equity classification and were included as a component of stockholders’ equity/(deficit).

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

• The Company paid the remaining $ 0.7 million of outstanding convertible debt and Make-Whole Amount.

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 10).

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.

The Investor D Convertible Notes were measured at fair value each reporting date until they were satisfied with changes in fair value recognized in the consolidated statements of operations, unless the change was concluded to be related to the changes in the Company’s credit rating, in which case the change would have been recognized as a component of accumulated other comprehensive income in the consolidated balance sheets.

As the fair value option under ASC 825 was elected, the Company does not recognize interest expense, but instead the change in fair value at each reporting period is impacted by either the accrual or payment of interest.

Equity Transactions

January 2024 Offering

On January 26, 2024, the Company entered into a Securities Purchase Agreement with a single institutional investor, pursuant to which the Company issued to the investor (the “Q1 2024 SPA”), (i) in a registered direct offering, 252,182 shares of the Company’s common stock, par value $ 0.0001 per share, and pre-funded warrants to purchase 181,449 shares of Common Stock (the “Pre-Funded Warrants”) with an exercise price of $ 0.0001 per share, and (ii) in a concurrent private placement, series A warrants to purchase 433,631 shares of common stock (the “Series A Common Warrants”) and series B warrants to purchase 216,816 shares of common stock each with an exercise price of $ 20.76 (the "Series B Common Warrants" and together with the Series A Common Warrants, the “Investor E Warrants”).

Such registered direct offering and concurrent private placement are referred to herein as the “January 2024 Offering".

The January 2024 Offering was priced at-the-market consistent with the rules of the Nasdaq Stock Market.

The Company received aggregate gross proceeds from the January 2024 Offering of approximately $ 9.0 million, before deducting fees to the Maxim Group LLC and other offering expenses payable by the Company.

The Investor E Warrants became exercisable on June 4, 2024 , the effective date of stockholder approval for the issuance of the shares of common stock issuable upon exercise of the Investor E Warrants (the “Stockholder Approval Date”).

The Series A Common Warrants will expire on the fifth anniversary of the Stockholder Approval Date and the Series B Common Warrants will expire on the twelve-month anniversary of the Stockholder Approval Date.

The Pre-Funded Warrants will not expire and were exercisable commencing on January 26, 2024.

All Pre-Funded Warrants were exercised during the quarter ended March 31, 2024.

The Company paid approximately $ 0.7 million in fees to Maxim Group LLC and issued 21,682 warrants (the “PA Warrants”) to purchase shares of the Company’s common stock, with a fair value of approximately $ 0.3 million at issuance.

The exercise price of these warrants is $ 22.83 per share and the warrants become exercisable on July 30, 2024 , expiring five years after the closing date.

July 2024 Offering

On July 10, 2024, the Company entered into a securities purchase agreement (the “Q3 2024 SPA”) with certain institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market consistent with the rules of the Nasdaq Stock Market:

(i) 947,868 shares of the Company’s common stock, $ 0.0001 par value per share and (ii) Common Stock purchase warrants to purchase up to 947,868 shares of Common Stock (the “July 2024 Investor Warrants”) in a concurrent private placement (together the “July 2024 Offering”).

The July 2024 Investor Warrants were immediately exercisable, expire five years following the issuance date and have an exercise price of $ 10.55 per share.

The Company agreed to register the shares of Common Stock underlying the Common Warrants within 30 days of

February 2025 Offering

In January 2025, the Company entered into a Securities Purchase Agreement with an institutional investor, pursuant to which the Company issued on February 3, 2025, to the investor, (i) in a registered direct offering, 71,300 shares of the Company’s common stock, and pre-funded warrants to purchase 281,642 shares of common stock (the “February 2025 Pre-Funded Warrants”) with an exercise price of $ 0.001 per share, and (ii) in a concurrent private placement, warrants (the "February 2025 Common Warrants") to purchase 352,942 shares of common stock with an exercise price of $ 17.00 (the “February 2025 Offering”).

The Company received aggregate gross proceeds from the February 2025 Offering of approximately $ 6.0 million, before deducting approximately $ 0.5 million of fees and other estimated offering expenses payable by the Company.

The February 2025 Pre-Funded Warrants did not have a set expiration and were exercisable upon issuance and at any time until all of the February 2025 Pre-Funded Warrants were exercised in full.

During the year ended December 31, 2025, a total of 281,642 February 2025 Pre-Funded Warrants were exercised, and no February 2025 Pre-Funded Warrants remain outstanding.

The February 2025 Common Warrants became exercisable on March 28, 2025, the effective date of stockholder approval for the issuance of the shares of common stock issuable upon exercise of the warrants and expire on March 28, 2030.

Prior to their exercise, the February 2025 Pre-Funded Warrants had dividend participation rights, and any unexercised pre-funded warrants are included in the Company's weighted-average shares outstanding for calculation of the Company's net loss per share.

In connection with the February 2025 Offering, the Company amended the exercise price of the January 2024 Series A and January 2024 Series B Common Warrants (collectively the “January 2024 Warrants”), issued in a previous financing transaction with the same institutional investor in January 2024, to $ 17.00 from the original exercise price of $ 207.60 .

Furthermore, the expiration date of all 65,046 January 2024 Warrants was extended to January 30, 2029, upon stockholder approval on March 28, 2025.

No January 2024 Warrants have been exercised and all January 2024 Warrants remain outstanding as of December 31, 2025.

The Company issued 24,706 warrants to its placement agent (the "February 2025 PA Warrants") to purchase shares of the Company's common stock at an exercise price of $ 21.25 .

The February 2025 PA Warrants were exercisable upon issuance and expire on January 30, 2029.

The February 2025 PA Warrants and February 2025 Common Warrants are herein defined as the "February 2025 Warrants".

No February 2025 Warrants have been exercised and all February 2025 Warrants remain outstanding as of December 31, 2025.

In accordance with ASC 815 - 40, Derivatives and Hedging-Contracts in Entity ’ s own Equity , the Company determined that all the different warrants issued or amended in connection with the February 2025 Offering met the conditions for equity classification and were included as a component of stockholders’ equity/(deficit).

At-The-Market Offering

On August 20, 2024, the Company entered into an At-The-Market Offering Agreement (the “ATM Agreement”) with Wainwright as sales agent, to sell shares of its common stock, from time to time, through an “at the market offering” program under which Wainwright will act as sales agent.

The sales, if any, of the Company’s Common Stock made under the ATM Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the Nasdaq Capital Market or on any other existing trading market for the Company’s common stock (the “ATM”).

Through December 31, 2025, the Company has raised approximately $ 10.4 million, net of offering costs of $ 0.4 million utilizing the ATM since inception in August 2024, issuing approximately 1.1 million shares of the Company’s Common Stock.

During the year ended December 31, 2025, the Company raised approximately $ 5.9 million, net of offering costs of $ 0.2 million, issuing approximately 0.9 million shares of the Company's common stock.

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

the date of the Purchase Agreement.

The combined purchase price of each share of Common Stock and July 2024 Investor Warrant is $ 10.55 .

The gross proceeds to the Company from the Offering were approximately $ 10.0 million, before deducting placement agent fees and other offering expenses payable by the Company.

On May 17, 2024, the Company entered into an engagement letter with H.C.

Wainwright & Co., LLC (“Wainwright”), pursuant to which Wainwright agreed to serve as the exclusive placement agent for the Company, on a reasonable best-efforts basis, in connection with the offering.

The Company paid Wainwright an aggregate cash fee equal to (i) 6.4 % and 1 % management fee of the gross proceeds of the July 2024 Offering and (ii) for certain expenses incurred by Wainwright totaling approximately $ 0.8 million.

Additionally, the Company has agreed to issue to Wainwright or its designees as compensation, warrants to purchase up to 66,351 shares of Common Stock, equal to 7.0 % of the aggregate number of Shares placed in the Offering (the “July 2024 PA Warrants”, which combined with the July 2024 Investor Warrants are herein referred to as the “July 2024 Warrants”).

The Placement Agent Warrants have a term of five years from the commencement of sales under the Offering and an exercise price of $ 13.1875 per share of Common Stock (equal to 125 % of the offering price).

August 2024 At-The-Market Offering

The sales of the Company’s Common Stock made under the ATM Agreement to be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the Nasdaq Capital Market or on any other existing trading market for the Company’s common stock (the “ATM”).

Through December 31, 2024, the Company raised approximat ely $ 0.1 million utilizing the ATM, issuing 12,218 shares of the Company’s Common Stock.

Tumim 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, of which $ 1.5 million was paid in cash in 2022 and 2023 and $ 1.0 million was paid by issuing 8,730 shares of common stock to Tumim in 2023.

During the year ended December 31, 2023, the Company sold 260,000 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 million was available to be drawn.

In February 2024, the Company and Tumim agreed to terminate the Purchase Agreement.

Standby Equity Purchase Agreement

On April 25, 2025, the Company entered into a standby equity purchase agreement (“Common Stock Purchase Agreement”) and related registration rights agreement (the “Registration Rights Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), collectively the “SEPA”.

Pursuant to the Common Stock Purchase Agreement, the Company has the right, but not the obligation, to direct Lincoln Park to purchase up to $ 15.0 million in aggregate gross purchase price of newly issued shares of Common Stock, subject to certain limitations and conditions as described below (the “SEPA Program”) at a purchase price equal to 97 % of the lesser of (i) the lowest sale price of the common stock on the purchase date or (ii) average of the three lowest closing sale prices of the common stock over the last ten business days prior to the purchase date.

The Company controls the timing and amount of any sales to Lincoln Park, which depend on a variety of factors including, among other things, market conditions, the trading price of the Company’s common stock, and determinations by the Company as to appropriate sources of funding for its business and operations.

However, Lincoln Park’s obligation to purchase shares is subject to certain conditions, including the daily trading volume of the Company’s stock.

In all instances, the Company may not sell shares of Common Stock under the Purchase Agreement if it would result in Lincoln Park and its affiliate beneficially owning more than 9.99 % of outstanding voting power or shares of the Common Stock at any one point in time.

As part of the SEPA, the Company agreed to pay Lincoln Park 23,641 shares of the Company’s common stock, valued at approximately $ 0.3 million on the date of issuance, April 25, 2025 ( the “Commitment Fee”).

The Company evaluated the contract that includes the right to require Lincoln Park to purchase shares of common stock in the future (“put right”) considering the guidance in ASC 815 - 40, Derivatives and Hedging — Contracts on an Entity ’ s Own Equity and concluded that it is an equity-linked contract that does not qualify for equity classification, and therefore requires fair value accounting.

The Company analyzed the terms of the freestanding put right and concluded that it has an immaterial value at the issuance date of April 25, 2025, and as of December 31, 2025.

Through December 31, 2025, the Company raised approximately $ 40 thousand and issued 8,000 shares of the Company's common stock.

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

The Company has the following warrants outstanding at December 31, 2025 and 2024 :

December 31, 2025

December 31, 2024

Liability Classified Warrants

Investor D Warrants

Private Placement Warrants

22,952 22,952

PIPE Investor Warrants

24,952 24,952

Equity Classified Warrants

Investor E Warrants

August 2025 Warrants

July 2025 Warrants

Placement Agent Warrants

June 2025 Warrants

February 2025 Warrants

July 2024 Warrants

101,422 101,422

January 2024 Warrants

67,213 67,213

Public Stockholders’ Warrants

42,200 42,200

Legacy Warrants

2,674,972 211,031

2,699,924 235,983

The following tables provides the weighted average strike price and time to maturity for each warrant tranche as of December 31, 2025 and 2024 :

2 unchanged sentences

Weighted-Average Strike Price

Weighted-Average Time to Maturity

Weighted-Average Time to Expiration

Liability Classified Warrants

Private Placement Warrants

22,952 $ 2,875.00 1.82

PIPE Investor Warrants

2,000 $ 2,875.00 1.82

Equity Classified Warrants

Investor E Warrants

August 2025 Warrants

530,779 $ 7.85 4.61

July 2025 Warrants

Placement Agent Warrants

560,944 $ 6.59 4.61

June 2025 Warrants

994,616 $ 6.57 3.15

February 2025 Warrants

377,648 $ 17.34 4.24

July 2024 Warrants

101,422 $ 107.23 3.53

January 2024 Warrants

67,213 $ 23.82 3.44

Public Stockholders’ Warrants

42,200 $ 2,875.00 2.33

Legacy SeaStar Inc.

150 $ 2,500.00 1.17

December 31, 2024

1 unchanged sentence

Weighted-Average Strike Price

Weighted-Average Time to Maturity

Weighted-Average Time to Expiration

Liability Classified Warrants

Investor D Warrants

Private Placement Warrants

22,952 $ 2,875.00 2.82

PIPE Investor Warrants

2,000 $ 2,875.00 2.82

Equity Classified Warrants

Public Stockholders' Warrants

Legacy SeaStar Inc.

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

July 2024 Warrants

As discussed in Note 8, as part of the Q3 2024 SPA, the Company issued the following warrants to purchase the Company’s common stock to certain institutional investors and the placement agent in July 2024:

• July 2024 Investor Warrants - warrants to purchase 947,868 shares of the Company’s common stock with an exercise price of $ 10.55 , expiring July 10, 2029 .

• July 2024 PA Warrants - warrants to purchase 66,351 shares of the Company’s common stock, with an exercise price of $ 13.1875 , expiring July 10, 2029 .

Investor E Warrants

As discussed in Note 8 as part of the Q1 2024 SPA, the Company issued the following warrants to purchase the Company’s common stock to Investor E in January 2024:

• Pre-Funded Warrants - warrants to purchase 181,449 shares of common stock with an exercise price of $ 0.0001 .

The Pre-Funded Warrants had no expiration date and were exercisable commencing on the date of issuance and at any time until all of the Pre-Funded Warrants are exercised in full.

The Pre-Funded Warrants were exercised in full during the quarter ended March 31, 2024.

• Series A and Series B Common Warrants - in a concurrent private placement, Series A Common Warrants to purchase 433,631 shares of Common Stock and Series B Common Warrants to purchase 216,816 shares of common stock each with an exercise price of $ 20.76 .

• PA Warrants – in a concurrent private placement, PA Warrants to purchase 21,682 shares of common stock with an exercise price of $ 22.83 per share.

Investor E Warrants became exercisable on June 4, 2024 , the effective date of stockholder approval for the issuance of the shares of common stock issuable upon exercise of the Investor E Warrants.

The Series A Common Warrants will expire on June 4, 2029 , and the Series B Common Warrants will expire on June 4, 2025 .

Maxim Group LLC (“Maxim”) acted as the placement agent in connection with the transactions pursuant to the Placement Agency Agreement, dated January 26, 2024, by and between the Company and Maxim.

On January 30, 2024, Maxim received warrants to purchase 21,682 shares of common stock covering a number of shares equal to 5 % of the total number of shares of common stock sold in the Transactions.

The PA Warrants became exercisable six months after the closing and will expire on January 30, 2029 .

The PA Warrants are exercisable at $ 22.83 per share.

In accordance with ASC 815-40, Derivatives and Hedging-Contracts in Entity’s own Equity , the Company determined the Investor E and July 2024 Warrants meet the conditions for equity classification and are included on the consolidated balance sheets as a component of stockholders’ equity (deficit).

Investor D Warrants

As disclosed in Note 8, the following summarizes warrants issued in connection with the Original and Amended Investor D SPA during the year ended December 31, 2023:

• On March 15, 20 23, as part of the issuance of the First Investor D Note, 13,134 warrants were issued with an exercise price of $ 74.25 per share.

• On May 12, 2023, as part of the issuance of the Second Investor D Note, 8,756 warrants were issued with an exercise price of $ 74.25 per share.

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

• On August 7, 2023, as part of the Letter Agreement, 19,061 warrants were issued with an exercise price of $ 5.00 per share.

Also on August 7, 2023, as part of the issuance of the first tranche of the Third Investor D Note, 29,552 Convertible Note Warrants were issued with an exercise price of $ 5.00 per s hare.

• On August 30, 2023, as part of the issuance of the second tranche of the Third Investor D Note, 29,552 warrants were issued with an exercise price o f $ 5.00 per share.

• On September 26, 2023, as part of the issuance of the third tranche of the Third Investor D Note, 29,552 warrants were issued with an exercise price of $ 5.00 per share.

• On November 27, 2023, as part of the issuance of the fourth tranche of the Third Investor D Note, 29,552 warrants were issued with an exercise price of $ 5.00 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 21,108 shares of common stock with an exercise price of $ 350.00 per share.

• The Company, in conjunction with additional borrowing of convertible debt related to the Second Amendment to the Investor D SPA on January 12, 2024 and January 24, 2024, issued warrants to purchase up to 5,277 and 15,831 shares of common stock, respectively, with an exercise price of $ 350.00 per share, and additional warrants to purchase up to 5,277 and 15,831 shares of common stock, respectively, with an exercise price of $ 350.00 per share.

The Investor D Warrants expired five years from their issuance date and contained cashless exercise provisions.

The Company did not have the ability to redeem the warrants.

In 2024, 17,025 of the Investor D Warrants were converted into shares at an exercise price of $ 5.00 .

All remaining Investor D Warrants issued in connection with the Investor D SPA were exchanged for a short-term note payable of approximately $ 0.5 million on June 28, 2024, eliminating all Investor D Warrants, and recognizing a gain of approximately $ 1.3 million.

The Investor D Warrants were determined to be liability classified.

The initial 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 was five years.

Subsequent changes in fair value were recognized through earnings at each reporting period end-date or settlement date.

Legacy SeaStar Inc.

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, 2,318 outstanding warrants were converted into 2,789 warrants to purchase common stock of SeaStar Medical Holding Corporation (“Legacy SeaStar Inc.

Warrants”) at their previous exercise prices.

101,422 $ 107.20 4.53

January 2024 Warrants

67,213 $ 208.27 3.01

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 414,000 warrants each of which entitled the holder to

42,200 $ 2,875.00 2.82

Legacy SeaStar Inc.

196 $ 2,500.00 1.38

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

purchase one share of common stock at an exercise price of $ 287.50 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 the ability to redeem outstanding Public Stockholders’ Warrants at any time after they become exercisable and prior to their expiration, at a price of $ 0.25 per warrant, provided that the last reported sales price of our common stock equals or exceeds $ 450.00 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 229,520 million warrants each of which entitled the holder to purchase one share of common stock at an exercise price of $ 287.50 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.

The Company does not have the ability to redeem the Private Placement Warrants.

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 28,000 shares of common stock at $ 250.00 per share and received 28,000 PIPE Investor Warrants (“PIPE Investor Warrants”), which entitled the holder to purchase one share of common stock of SeaStar Medical Holding Corporation for $ 287.50 per share, for an aggregate purchase price of approximately $ 7.0 million.

Below is the warrant activity for the year ended December 31, 2024:

Investor D Warrants

Investor E (January 2024) Warrants

Below is the warrant activity for the year ended December 31, 2025, for those warrants with activity during the year ended December 31, 2025.

August 2025 Warrants

July 2025 Warrants

Placement Agent Warrants

Private Placement Warrants

PIPE Investor Warrants

Public Stockholders' Warrants

June 2025 Warrants

February 2025 Warrants

Legacy Warrants

Outstanding as of December 31, 2024

530,779 601,067 1,395,693 659,289 —

— ( 40,123 ) ( 401,077 ) ( 281,641 ) —

Forfeited / cancelled

Exchanged for Investor D Note

— — — — ( 46 )

Outstanding as of December 31, 2025

530,779 560,944 994,616 377,648 150

During the year ended December 31, 2025, the Company recognized an unrealized gain of $ 32 thousand from the change in fair value of all remaining liability classified warrants.

Common Stock and Preferred Stock

As of December 31, 2025 , the Company is authorized to issue 460,000,000 shares, consisting of (a) 450,000,000 shares of common stock and (b) 10,000,000 shares of preferred stock (the “Preferred Stock”).

On November 26, 2024, the Company’s shareholders voted at a Special Meeting to reduce the authorized shares of common stock to 450,000,000 .

On December 18, 2025, the Company’s shareholders voted at a Special Meeting to reduce the authorized shares of common stock to 425,000,000 .

The change became effective on January 5, 2026.

2 unchanged sentences

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of 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.

12 unchanged sentences

The following table sets forth the total stock-based compensation cost included in the Company’s consolidated statements of operations for the years ended December 31, 2025 and 2024 :

Year Ended December 31,

($ in thousands)

1 unchanged sentence

General and administrative

(*) - Includes approximately $ 72,000 in stock bonuses pursuant to the 2022 Omnibus Incentive Plan.

Total stock-based compensation

Equity incentive plan - summary

5 unchanged sentences

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

2019 Stock Incentive Plan

4 unchanged sentences

2022 Omnibus Incentive Plan - Options

($ in thousands)

Outstanding as of December 31, 2023

Weighted-Average Exercise Price

Total Intrinsic Value

Weighted-Average Remaining Contractual Life (Years)

Outstanding at December 31, 2024

Forfeited / cancelled

Outstanding as of December 31, 2024

Vested and exercisable as of December 31, 2024

Outstanding at December 31, 2025

1,123 $ 460.00 $ — 7.2

Vested and exercisable at December 31, 2025

1,123 $ 460.00 $ — 7.2

2019 Stock Incentive Plan - Options

($ in thousands)

Outstanding as of December 31, 2023

Weighted-Average Exercise Price

Total Intrinsic Value

Weighted-Average Remaining Contractual Life (Years)

Outstanding at December 31, 2024

Forfeited / cancelled

Outstanding as of December 31, 2024

Vested and exercisable as of December 31, 2024

Outstanding at December 31, 2025

689 $ 533 $ — 4.4

Vested and exercisable at December 31, 2025

689 $ 533 $ — 4.4

Restricted Stock Units

1 unchanged sentence

2022 Omnibus Incentive Plan - RSUs

Restricted Stock Units

Number of RSU

Weighted-Average Grant Date Fair Value (per share)

Outstanding as of December 31, 2023

Outstanding at December 31, 2024

21,950 $ 50.90

Forfeited / cancelled

Outstanding as of December 31, 2024

Outstanding at December 31, 2025

25,870 $ 30.50

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

2019 Stock Incentive Plan - RSUs

Restricted Stock Units

Number of RSU

Weighted-Average Grant Date Fair Value (per share)

Outstanding as of December 31, 2023

Outstanding at December 31, 2024

75 $ 2,000.00

Forfeited / cancelled

Outstanding as of December 31, 2024

Outstanding at December 31, 2025

Commitments and Contingencies

License and distribution agreement

On December 27, 2022, the Company entered into a license and distribution agreement (“the Distribution Agreement”) with Nuwellis, Inc., appointing Nuwellis as the exclusive distributor to promote, advertise, market, distribute and sell the SCD in the United States.

The Company received a potentially refundable upfront payment of $ 0.1 million on January 3, 2023.

The Company also received milestone payments in the amount of approximately $ 0.5 million for obtaining FDA approval .

The term of the Distribution Agreement was for three years .

The Distribution 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.

In May 2024, the Company provided notice to Nuwellis that Nuwellis had breached the Distribution Agreement and that the Distribution Agreement would terminate effective August 18, 2024.

Nuwellis disputed the validity of the termination and on October 20, 2024, the Company entered into a confidential settlement agreement and release with Nuwellis, pursuant to which the Company agreed to pay Nuwellis an aggregate of $ 900 thousand, payable in three installments through December 31, 2024.

The Company paid the first installment of $ 500 thousand on October 22, 2024, with the final payment of $ 0.2 million on December 31, 2024.

As of December 31, 2024, the Company had fulfilled all of its obligations to Nuwellis.

Lease agreements

The Company is part of a membership agreement for shared office space and can cancel at any time, consisting of office space and new to 2024, dedicated space for warehousing and assembly of SCDs.

Rent expense was approximately $ 43 thousand and $ 32 thousand for the years ended December 31, 2024 and 2023.

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.

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

On July 5, 2024, Forrest A K Wells (the “Plaintiff”), a purported stockholder of the Company, filed a putative class action complaint in the United States District Court for the State of Colorado, captioned Wells v.

The Company is part of a membership agreement for shared office space and can cancel at any time, consisting of office space and dedicated space for warehousing and assembly of SCDs.

Rent expense was approximately $ 75 thousand and $ 43 thousand for the years ended December 31, 2025 and 2024 , respectively.

On July 5, 2024, Forrest A K Wells, a purported stockholder of ours, filed a putative class action complaint in the United States District Court for the District of Colorado, captioned Wells v.

SeaStar Medical Holding Corporation, et al., Case No.

1:24-cv-0187 (D.

Colorado) (the “Class Action”).

The Class Action alleges that the Company, its Chief Executive Officer and former Chief Financial Officer made or caused to be made material misstatements or omissions regarding the Company’s business and operations, allegedly culminating in the Company’s restatement of its consolidated financial statements, disclosed in a Form 8-K and filed on March 27, 2024.

1:24 -cv- 0187 (the “Class Action”).

The Class Action alleges that the Company, our Chief Executive Officer, and former Chief Financial Officer made or caused to be made material misstatements or omissions regarding:

(a) the projected timing for obtaining FDA approval of our SCD;

and (b) our recognition of certain financial instruments, allegedly culminating in our restatement of our consolidated financial statements, disclosed in a Form 8 -K and filed on March 27, 2024.

The Class Action asserts claims pursuant to the Securities Exchange Act of 1934, including Section 10 (b), Rule 10b - 5 promulgated thereunder, and Section 20 (a).

1 unchanged sentence

On March 4, 2025, the Plaintiff filed an amended complaint.

The Company intends to vigorously defend the action.

On December 13, 2024, Jose Lazo, a purported stockholder of the “Company, filed a putative stockholder derivative action complaint captioned Lazo v.

The Defendants moved to dismiss the complaint.

The Defendants’ motion to dismiss the complaint was referred to United States District Court Magistrate Judge Timothy P.

On February 27, 2026, Magistrate Judge O’Hara issued a written report and recommendation to United States District Judge Regina M.

Rodriguez that the complaint be dismissed with leave to amend (“R&R”).

Lead Plaintiff filed an objection to the R&R on March 13, 2026, and Defendants are expected to respond on March 27, 2026.

The Company cannot predict whether the Magistrate Judge’s R&R will be adopted, modified or rejected by the District Court, or whether the Lead Plaintiff will amend the complaint.

On December 13, 2024, Jose Lazo, a purported stockholder of ours, filed a putative stockholder derivative action complaint captioned Lazo v.

1:24 -cv- 3444 in the United States District Court for the District of Colorado (the “Derivative Action”).

1 unchanged sentence

On January 30, 2025, upon joint motion of the parties, the Court stayed the Derivative Action pending the Court’s resolution of an anticipated motion to dismiss to be filed in the Class Action.

The Derivative Action alleges, among other things, that the Company's Chief Executive Officer, former Chief Financial Officer, and certain of the Company's current and former directors violated Section 14 (a) of the Exchange Act, breached fiduciary duties and were unjustly enriched by making or allowing to be made purportedly false and misleading statements regarding the Company's prospects for success in obtaining FDA approval for its SCD.

The Derivative Action further alleges that there were purported deficiencies in the Company's internal financial controls and procedures and improper accounting for classification of certain financial instruments leading to the restatement of its previously issued financial statements.

The Derivative Action also asserts claims under Section 10 (b) and 21D of the Exchange Act against the Company's Chief Executive Officer and former Chief Financial Officer.

Among other remedies, the Derivative Action seeks to recover damages and restitution on behalf of the Company and certain injunctive relief concerning the Company's corporate governance and internal controls.

Additional stockholders may file substantially similar complaints in the future.

The Company will not make separate disclosure of such complaints unless they are materially different than the Derivative Action.

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

Fair Value Measurements

2 unchanged sentences

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 2 – other significant observable inputs (including quoted prices for similar assets and liabilities, quoted prices for identical assets in inactive markets, 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).

3 unchanged sentences

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.

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

Fair Value Measurements at December 31, 2025

Fair Value at

December 31, 2024

Liability classified warrants

$ — $ — $ 1 $ 1

Fair Value Measurements at December 31, 2024

Fair Value at

December 31, 2023

Convertible notes

Liability classified warrants

$ — $ — $ 33 $ 33

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, 2024 and 2023 (in thousands):

Forward Purchase

Liability Classified

Level 3 Rollforward ($ in thousands)

Convertible Notes

Balance January 1, 2023

Shares issued as payments

Changes in fair value

Warrant expense

Warrants exercised

The following table presents the changes in the liability classified warrants for the years ended December 31, 2025 ( in thousands):

Level 3 Roll Forward

Liability Classified Warrants

Balance December 31, 2024

Shares issued as payments

Cash paid to settle

Shares issued upon conversion or exercise

Changes in fair value

Exchange for short-term note payable

Balance December 31, 2025

1 unchanged sentence

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 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

However, for those assets or liabilities for which the Company has elected to take the fair value option in accordance with ASC 825, Financial Instruments , then such quantitative disclosures are not required.

As of December 31, 2025, there were no assets or liabilities for which the Company elected to take the fair value option.

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

Liability Classified Warrants

Significant assumptions used in valuing warrants which require liability classification were as follows as of December 31, 2025 and 2024 :

Expected volatility

Equivalent term

130.00 % 130.00 %

Remaining term

Risk-free rate

3.48 % 4.27 %

Dividend yield

(&) - the only liability classified warrants that were outstanding as of December 31, 2024, were the Private and PIPE warrants.

0.00 % 0.00 %

$ 2.40 $ 1.94

$ 2,875.00 $ 287.50

The only liability classified warrants that were outstanding as of December 31, 2025 and 2024, were the Private and PIPE warrants.

These warrants are valued using the same inputs into a Black-Scholes standard option pricing model and therefore, there is no range of inputs.

The Company recorded approximately $ 3 thousand and $ 3 of current income tax expense for the years ended December 31, 2025 and 2024 , respectively.

The effective income tax rate of the Company’s provision for income taxes differed from the federal statutory rate as follows:

The Company paid approximately $ 2 thousand to California, and less than $ 1 thousand each to North Carolina and New Jersey during the year ended December 31, 2025, comprised of statutory minimum taxes.

The table before provides the updated requirements of ASU 2023 - 09 for 2025 ( see Note 2.

Summary of Significant Accounting Policies – Recent accounting pronouncements for additional details on the adoption of ASU 2023 - 09.

The effective income tax rate of the Company’s provision for income taxes for the year ended December 31, 2025, differed from the federal statutory rate as follows (in thousands and percentages):

Year Ended December 31, 2025

($ in thousands)

Federal tax at statutory rate

$ ( 2,551 ) $ 21.00 %

State Tax net of federal benefits

R&D tax credit

( 275 ) 2.27 %

Nontaxable or nondeductible items

Change in Valuation Allowance

2,740 - 22.44 %

Other Adjustments

$ 3 $ - 0.03 %

As previously disclosed for the years ended December 31, 2024, prior to the adoption of ASU 2023 - 09, the effective income tax rate differs from the statutory federal income rate as follows:

Year Ended December 31, 2024

Federal tax at statutory rate

$ ( 5,214 ) $ 21.00 %

State income tax

R&D tax credit

( 197 ) 0.79 %

Stock compensation expense

Interest on convertible notes

Unrealized gains and losses, net, for liability classified warrants

Unrealized gains and losses, net, for convertible debt

Realized gains and losses, net, for extinguishment of convertible debt

1,291 - 5.20 %

Adjustment to prior period federal deferred tax assets

1 unchanged sentence

Change in valuation allowance

2,910 - 11.72 %

Total effective income tax rate

1 unchanged sentence

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

Significant components of deferred tax assets for federal and state income taxes were as follows:

($ in thousands)

Deferred tax assets:

Net operating losses

$ 26,779 $ 23,936

Finance charges and origination fees

2 unchanged sentences

Section 174 research and development capitalization

Section 59(e) research and development capitalization

Capitalized start-up fees

Total deferred tax assets

31,989 28,513

Valuation allowance

( 31,989 ) ( 28,513 )

Net deferred tax assets

3 unchanged sentences

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, 2024 and 2023, the net increase in the valuation allowance was approximately $ 2.8 m illion and $ 4.8 million, respectively.

For the years ended December 31, 2025 and 2024 , the net increase in the valuation allowance was approximately $ 3.5 million and $ 2.8 million, respectively.

As of December 31, 2025 and 2024 , the Company had federal net operating loss carryforwards of approximately $ 117.9 million and $ 108.4 million, respectively, of which approximately $ 65.0 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 has also generated approximately $ 8.9 million of net operating loss carryforwards in California in 2019 and carryforward for 20 years , $ 2.9 million of Florida net operating losses that carryforward indefinitely ;

$ 4.5 million of Illinois net operating loss carryforwards that carryforward for 20 years and $1 .3 million of net operating loss carryforwards in Virginia that carryforward indefinitely .

The Company has also generated approximately $ 11.4 million of net operating loss carryforwards in California carryforward for 20 years, first expiring in 2039, $ 4.0 million of Florida net operating losses that carryforward indefinitely;

$ 7.1 million of Illinois net operating loss carryforwards that carryforward for 20 years, first expiring in 2044 and $ 1.7 million of net operating loss carryforwards in Virginia that carryforward indefinitely.

The Company has not used any net operating loss carryforwards to date.

11 unchanged sentences

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

The Company files U.S.

5 unchanged sentences

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.

As of December 31, 2024, the Company has approximately $ 0.9 thousand of uncertain tax benefits, all of which are accounted for as contra deferred tax assets.

The following schedule provides the roll forward of the Company’s uncertain tax positions in 2024:

($ in thousands)

As of December 31, 2025 , the Company has approximately $ 1.1 million of uncertain tax benefits, all of which are accounted for as contra deferred tax assets.

The following schedule provides the roll forward of the Company’s uncertain tax positions during the year ended December 31, 2025:

Uncertain Tax Position

Balance as of December 31, 2024

Increase due to previously unrecognized tax benefits from prior years

Increase due to current year unrecognized tax benefits

Increase in prior year

Increase in current year

Balance as of December 31, 2025

The increase in the prior year uncertain tax position relates to Colorado net operating losses as it is more likely than not that the Colorado apportionment percentage was overstated in prior years.

The Company has no accrued interest related to the uncertain tax benefits.

6 unchanged sentences

The following 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:

Investor E (January 2024) warrants

July 2024 Warrants

Placement Agent warrants

Public Stockholders̕ warrants

Private Placement warrants

PIPE Investor warrants

Legacy warrants

Convertible Note warrants

Options to purchase common stock

Unvested restricted stock units

The following table presents the calculation of basic and diluted net loss per share (in thousands except share and per share information):

As of December 31,

Liability classified warrants

24,952 24,952

Equity classified warrants

2,674,972 211,031

Employee based options to purchase common stock

Unvested employee based restricted stock units

25,870 40,068

2,727,606 298,704

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

($ in thousands except share and per share amounts)

The following table presents the calculation of basic and diluted net loss per share (in thousands except share and per share information):

Year Ended December 31,

$ ( 12,150 ) $ ( 24,830 )

Weighted-average shares outstanding - basic and diluted

2,073,087 374,356

Basic and diluted net loss per share

$ ( 5.86 ) $ ( 66.33 )

Segment Reporting

12 unchanged sentences

Year Ended December 31,

$ 1,234 $ 135

Cost of goods sold

$ 1,181 $ 135

Operating expenses

2 unchanged sentences

Total operating expenses

$ 13,356 $ 17,977

Loss from operations

Non-operating expenses (*)

Net loss before taxes

(*) - Non-operating expenses consist of interest expense, interest income, and gains and losses from changes in the fair value of liability classified financial instruments such as warrants and convertible debt.

$ ( 12,175 ) $ ( 17,842 )

The above table excludes non-operating other income/expense, net, consisting of interest expense, interest income, and gains and losses from changes in the fair value of liability classified financial instruments such as liability classified warrants and convertible debt.

Subsequent Events

At-the-Market Offering

From January 2, 2025 through January 30, 2025, the Company raised approximately $ 0.9 million gross proceeds ($ 0.9 net of offering fees) from the sale of 483,755 shares of the Company’s common stock through its At-the-Market offering

From January 2, 2026, through March 13, 2026, the Company raised approximately $ 0.1 million in gross proceeds ($ 0.1 net of offering fees) from the sale of 18,880 shares of the Company’s common stock through its At-the-Market offering program.

Since the initial shelf-registration in August 2024, the Company has, as of the date of this filing, raised approximately $ 10.8 million in gross proceeds under the At-the-Market offering program, issuing approximately 10.7 million shares, for net proceeds of approximately $ 10.4 million.

SeaStar Medical Holding Corporation

Notes to the Consolidated Financial Statements

December 31, 2024 and 2023

As a result of the February 3, 2025 registered direct offering (see below), the Company cannot sell any shares under the At-the-Market offering program for a period of 60 days from the February 3, 2025.

Since the initial shelf-registration in August 2024, the Company has, as of the date of this filing, raised approximately $ 5.5 million gross proceeds under the At-the-Market offering program, issuing approximately 2.3 million shares, for net proceeds of approximately $ 5.3 million.

February 2025 Registered Direct Offering

On January 31, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”), pursuant to which the Company issued to the Purchaser, (i) in a registered direct offering, 713,000 shares of the Company’s common stock (the “Shares”), par value $ 0.0001 per share (“Common Stock”), and pre-funded warrants to purchase 2,816,412 shares of Common Stock with an exercise price of $ 0.001 per share, and (ii) in a concurrent private placement, warrants to purchase 3,529,412 shares of Common Stock (the “Common Warrants”) with an exercise price of $ 1.70 .

Such registered direct offering and concurrent private placement are referred to herein as the “February 2025 Transaction.” The offering was made without an underwriter or a placement agent and we are not paying underwriting discounts or commissions.

We were required to pay to H.C.

Wainwright & Co.

a cash fee equal to 7.0 % of the aggregate gross proceeds in this offering and issue Wainwright warrants to purchase 247,059 shares of Common Stock at an exercise price of $ 2.125 per share (the “Placement Agent Warrants’).

The Company received aggregate gross proceeds from the February 2025 Transaction of approximately $ 6.0 million, before deducting estimated offering expenses payable by the Company.

Standby Equity Purchase Agreement

From January 2, 2026, through March 13, 2026, the Company raised approximately $ 0.3 million in gross proceeds ($ 0.3 million net of offering fees) from the sale of 130,184 shares of the Company’s common stock through its standby equity purchase agreement facility.

Since the initial registration in May 2025, the Company has, as of the date of this filing, raised approximately $ 0.4 million in gross proceeds under the standby equity purchase agreement, issuing 138,184 shares, for net proceeds of approximately $ 0.3 million.

Nasdaq Decision Letter

As disclosed in a current report on Form 8-K on March 13, 2025 , on March 11, 2025, the Company received a decision letter (the “Letter”) from the Nasdaq Hearings Panel (the “Panel”), granting the Company’s request to continue its listing on The Nasdaq Stock Market (“Nasdaq”), subject to certain conditions.

The Panel’s decision provides the Company with an exception until June 22, 2025, to demonstrate compliance with Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”), which requires a Market Value of Listed Securities of at least $ 35 million.

The Panel reviewed the Company’s compliance plan, which includes the continuation of fund-raising efforts that began in 2024, and strategies for achieving long-term compliance with the MVLS Rule.

As part of the conditions outlined in the Panel’s decision, the Company is required to, on or before June 22, 2025:

• file a public disclosure describing the transactions undertaken to increase its equity and providing an indication of its equity following those transactions, and

• provide the Panel with an update on its fundraising plans and updated income projections for the next 12 months, with all underlying assumptions clearly stated.

The Company is taking steps to address the conditions outlined in the Letter and remains confident in its ability to meet all applicable requirements within the specified timeframes.

On January 20, 2026, the Company received a letter from Nasdaq confirming that the Company has regained compliance with the minimum bid price requirement of the Nasdaq Listing Rule 5550 (a)( 2 ) (the "Minimum Bid Price Rule").

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data