SeaStar Medical Holding Corp 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 100 ) 74 Consolidated Balance Sheets as of December 31, 2025 and 2024 75 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 76 Consolidated Statements of Changes in Stockholders’ Equity / (Deficit) for the Years Ended December 31, 2025 and 2024 77 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 78 Notes to Consolidated Financial Statements 79 73 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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, 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. Substantial Doubt About the Company ’ s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring operating losses and negative cash flows from operating activities since inception and expects to continue incurring operating losses and negative cash flows in the future. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our 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. /s/ WithumSmith+Brown, PC We have served as the Company’s auditor since 2023. East Brunswick, New Jersey March 25, 2026 PCAOB ID No. 100 74 Table of Contents SeaStar Medical Holding Corporation Consolidated Balance Sheets (in thousands, except for share and per-share amounts) December 31, 2025 December 31, 2024 ASSETS Current assets Cash $ 11,980 $ 1,819 Accounts receivable, net of allowance for credit losses of $ 3 and $ 0 , respectively 237 112 Inventory 66 — Prepaid expenses 1,297 1,835 Total current assets 13,580 3,766 Other assets 578 892 Total assets $ 14,158 $ 4,658 LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT) Current liabilities Accounts payable $ 948 $ 3,046 Accrued expenses 2,268 3,188 Notes payable, net of deferred financing costs 525 574 Liability classified warrants 1 33 Total current liabilities 3,742 6,841 Total liabilities 3,742 6,841 Commitments and contingencies (Note 11) 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; 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 4 2 Additional paid-in capital 162,126 137,379 Accumulated 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. 75 Table of Contents SeaStar Medical Holding Corporation Consolidated Statements of Operations (in thousands, except for share and per-share amounts) Year Ended December 31, 2025 2024 Net revenue $ 1,234 $ 135 Cost of goods sold 53 — Gross profit 1,181 135 Operating expenses Research and development 7,518 9,105 General and administrative 5,838 8,872 Total operating expenses 13,356 17,977 Loss from operations ( 12,175 ) ( 17,842 ) Other income (expense) Interest income 325 101 Interest expense ( 31 ) ( 244 ) Other financing costs ( 298 ) — Change in fair value of convertible notes — ( 6,145 ) Change in fair value of warrants liability 32 ( 697 ) Total other income (expense), net 28 ( 6,985 ) Loss before provision for income taxes ( 12,147 ) ( 24,827 ) Provision for income taxes 3 3 Net loss $ ( 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. 76 Table of Contents SeaStar Medical Holding Corporation Consolidated Statements of Changes in Stockholders’ Equity/(Deficit) (in thousands, except for share and per-share amounts) For the Year Ended December 31, 2025 and 2024 Common Shares Shares Amount Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity/(Deficit) Balance, December 31, 2023 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 1,314 — — — — Issuance of shares - stock issued for employee bonuses 1,033 — 73 — 73 Stock-based compensation — — 814 — 814 Net loss — — — ( 24,830 ) ( 24,830 ) Balance, December 31, 2024 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 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 Net loss — — ( 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. 77 Table of Contents SeaStar Medical Holding Corporation Consolidated Statements of Cash Flows (in thousands, except for shares and per-share amounts) Year Ended December 31, 2025 2024 Cash flows from operating activities Net loss $ ( 12,150 ) $ ( 24,830 ) Adjustments to reconcile net loss to net cash used in operating activities Amortization of deferred financing costs 18 102 Change in fair value of convertible notes (issued, converted and outstanding) — 6,145 Change in fair value of liability classified warrants (exercised and outstanding) ( 32 ) 697 Shares issued for the standby equity purchase agreement commitment fee 298 — Stock-based compensation 624 887 Change in operating assets and liabilities Accounts receivables, net ( 125 ) ( 112 ) Inventory ( 66 ) — Prepaid expenses 538 297 Other assets 314 313 Accounts payable ( 2,098 ) ( 1,281 ) Accrued expenses ( 920 ) 1,875 Other liabilities — ( 100 ) Net cash used in operating activities ( 13,599 ) ( 16,007 ) Cash flows from financing activities Proceeds from issuance of convertible notes — 979 Payment of convertible notes — ( 700 ) Proceeds from issuance of shares, net of offering costs 16,126 17,441 Proceeds from exercise of warrants 1,815 853 Proceeds from pre-funded warrants 5,886 3,766 Proceeds from issuance of notes payable 767 713 Payment of notes payable ( 834 ) ( 5,402 ) Net cash provided by financing activities 23,760 17,650 Net increase in cash 10,161 1,643 Cash, beginning of year 1,819 176 Cash, end of year $ 11,980 $ 1,819 Supplemental disclosure of cash flow information Cash paid for interest $ — $ 553 Cash paid for income taxes $ 3 $ 3 Exercise of liability classified warrants $ — $ 3,106 Shares issued from conversion of convertible notes $ — $ 10,210 Offering cost incurred but not paid $ — $ 45 Board compensation settled in shares of common stock in lieu of cash $ — $ 210 Issuance of convertible note warrants $ — $ 586 The accompanying notes are an integral part of these consolidated financial statements. 78 Table of Contents SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements Note 1. Description of Business Organization and description of busines s SeaStar Medical Holding Corporation, a Delaware corporation, and its wholly owned subsidiary, SeaStar Medical, Inc. (the “Predecessor”), are collectively referred to as the “Company”. The Predecessor was incorporated as a Delaware corporation in June 2007, and it is headquartered in Denver, Colorado. The Company is a commercial stage business and also focused on product development. The Company is principally engaged in the research, development, and commercialization of a platform medical device technology designed to modulate inflammation in various patient populations. The initial target of this technology is for the treatment of acute kidney injuries 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. Following the consummation of the Business Combination, LMF was renamed to “SeaStar Medical Holding Corporation”. Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). On June 7, 2024, the Company effected a 1 -for- 25 reverse-stock split (the “2024 Reverse Stock Split”) of its issued and outstanding shares of common stock, par value $ 0.0001 (the “common stock”). 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. 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 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 As of December 31, 2025 , the Company has an accumulated deficit of approximately $ 151.7 million and cash of approximately $ 12.0 million. The Company does not believe that its cash on hand will be sufficient to enable it to fund its operations, including clinical trial expenses and capital expenditure requirements for at least 12 months from the issuance of these consolidated financial statements. The Company believes that these conditions raise substantial doubt about its ability to continue as a going concern. The Company’s need for additional capital will depend in part on the scope and costs of its development activities. To date, 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 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 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. 79 Table of Contents SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements Risks and uncertainties The Company is subject to risks common to early-stage companies in the medical technology industry including, but not limited to, new medical and technological innovations, dependence on key personnel, protection of proprietary technology, and product liability. There can be no assurance that the Company’s products or services will be accepted in the marketplace, nor can there be any assurance that any future products or services can be developed or deployed at an acceptable cost and with appropriate performance characteristics, or that such products or services will be successfully marketed, if at all. These factors could have a materially adverse effect on the Company’s future financial results, financial position and cash flows. Note 2. Summary of Significant Accounting Policies Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the period. Significant estimates 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. Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2025 and 2024 . Concentrations of credit risk Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. Periodically, the Company may maintain deposits in financial institutions in excess of government insured limits. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. 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. The Company initially estimates credit losses based on a portfolio-wide method using an aging schedule at the end of each reporting period. Any customer specific collections subsequent to the reporting period are then adjusted accordingly. As of December 31, 2025 and 2024, the Company had a current expected credit loss reserve of $ 3 thousand and $ 0 , respectively. Income taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates expected to apply to taxable income in the periods in which such differences are expected to reverse. A valuation allowance is provided when the realization of net deferred tax assets is not deemed more likely than not. 80 Table of Contents SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements The Company complies with the provisions of Accounting Standards Codification (“ASC”) 740, Income Taxes , which provides a comprehensive model for the recognition, measurement, and disclosure in consolidated financial statements of uncertain income tax positions that a company has taken or expects to take on a tax return. Under this guidance, a company can recognize the benefit of an income tax position only if it is more likely than not (greater than 50% ) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position; otherwise, no benefit can be recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Additionally, the Company accrues interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. Interest and penalties are classified as income tax expense in the consolidated financial statements. Use of Derivative Instruments The Company’s derivative instruments historically have consisted of financial instruments that arose as part of the Company’s ongoing efforts to raise capital to fund the Company’s operations. It is likely that ongoing efforts to raise capital in the future will result in additional derivative instruments to be issued as part of those efforts. The Company has not nor does it intend to utilize derivative instruments for risk management (i.e. hedging) or investing activities. These derivative instruments have taken the form of warrants, convertible debt, and other financing arrangements such as a prepaid forward purchase option. The classification of these financial instruments as either a component of liabilities or equity is specific to the terms within each financial instrument agreement. and the application of U.S. GAAP. 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 Generally, when financial instruments are first acquired that are not required to be recorded at fair value per U.S. GAAP, ASC 825, Financial Instruments allows an entity to elect the fair value option (“FVO”). The FVO may be elected on an instrument-by-instrument basis only at the time of acquisition and once elected is irrevocable. The FVO allows an entity to account for the entire financial instrument at fair value with subsequent changes in fair value recognized in earnings through the consolidated statements of operations at each reporting date. A financial instrument is generally eligible for the FVO if, amongst other factors, no part of the financial instrument is classified in stockholders’ equity. Based on the eligibility assessment discussed above, the Company 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. The convertible notes contained certain embedded derivatives that otherwise would require bifurcation and separate accounting at fair value. The convertible notes, inclusive of their respective accrued interest at the stated interest rates (collectively referred to as the “FVO debt instruments”) were initially recorded at fair value as liabilities on the consolidated balance sheets and subsequently re-measured at fair value at the end of each reporting period presented within the consolidated financial statements until they were settled in 2024. 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. 81 Table of Contents SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements Fair value of financial instruments The following provides a summary of those assets or liabilities for which the Company is required to measure at fair value either on a recurring basis, the valuation techniques and summary of inputs used to arrive at the measure of fair value. Changes in fair value of these assets or liabilities are recognized as a component of net income in the consolidated statements of operations. Changes in fair value of these assets or liabilities are considered unrealized gains or losses and therefore are classified as non-cash adjustments to reconcile net income to operating cash flows. Significant increases (decreases) in unobservable inputs used in fair value measurements could, in isolation, potentially result in a significantly lower or higher valuation for those assets or liabilities requiring recurring fair value measurements at each reporting date. 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 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. The risk-free interest rate is the U.S. Treasury rate at the date of issuance, and the time to maturity is based on the contractual life at the date of issuance, which is five years. The change in fair value of the liability classified warrants each reporting period is recorded to the change in fair value of warrants liability in the consolidated statements of operations. Operating Current Assets and Current Liabilities. 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 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 Overall Under ASC Topic 606, the Company recognizes revenue when a customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of Topic 606, the Company evaluates the following criteria: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) performance obligations are satisfied. 82 Table of Contents 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. Goods and services that are determined not to be distinct are combined with other promised goods and services until a distinct combined performance obligation is identified. The Company then allocates the transaction price to each performance obligation and recognizes the associated revenue when (or as) each performance obligation is satisfied. The estimate of the transaction price for each contract includes all variable consideration to which the Company expects to be entitled, subject to the constraint on variable consideration. The Company constrains revenue by giving consideration to factors that could otherwise lead to a probable reversal of revenue. Variable consideration is not constrained if the potential reversal of cumulative revenue recognized at the contract level is not significant. 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 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. Product Sales Revenue 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 Note 3 ). • 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. • Returns – Returns are specific to each order, but generally the Company allows for returns of any damaged or non-conforming product within 30 days of receipt of product. 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 – 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 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. The entire transaction price for each pediatric SCD is allocated to the sale of that pediatric SCD. 83 Table of Contents SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements 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. GAAP. Cost of Goods Sold 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 In accordance with ASC Topic 718, Compensation – Stock Compensation , the Company recognizes compensation expense for all stock-based awards issued to employees based on the estimated grant-date fair value, which is recognized as expense on a graded vesting approach over the requisite service period. The Company has elected to recognize forfeitures as they occur. The fair value of stock options is determined using the Black-Scholes option-pricing model. The determination of fair value for stock options on the date of grant using an option-pricing model requires management to make certain assumptions including implied volatility, expected term, risk-free interest rate and expected dividends ( $nil ) in addition to the Company’s common stock valuation. The determination of fair value of restricted stock units is valued based on the value of the Company’s common stock on the grant date. Research and development expenses Expenditures made for research and development are charged to expense as incurred. External costs consist primarily of payments for laboratory supplies purchased in connection with the Company’s discovery and preclinical activities, and process development and clinical development activities. Internal costs consist primarily of employee-related costs, consultants fees and costs related to compliance with regulatory requirements. 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 The Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can take advantage of an extended transition period for complying with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is ( 1 ) no longer an emerging growth company or ( 2 ) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. 84 Table of Contents SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements Net loss per share attributable to common stockholders The Company’s basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. The dilutive effect of these potential common shares is reflected in diluted earnings per share by application of the treasury stock method. See Note 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. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders. As the Company has reported a net loss for the 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 - 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 Accounting Standards Update 2024 - 03 — In November 2024, the FASB issued ASU 2024 - 03 - Income Statement - Reporting Comprehensive Income – Expense Disaggregation (Subtopic 220 - 40 ): Disaggregation of Income Statement Expenses . ASU 2024 - 03 requires the disclosure of additional information related to certain costs and expenses, including amounts of inventory purchases, employee compensation, and depreciation and amortization included in each income statement line item. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements and disclosures. 85 Table of Contents SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements Note 3. Revenues and Contract Obligations In December 2022, the Company entered into a License and Distribution Agreement (the “Distribution Agreement”) with Nuwellis, Inc. (“Nuwellis”) granting exclusive distribution rights of the Company’s pediatric SCD within the United States of America. Under the terms of the Distribution Agreement, Nuwellis would pay the Company consideration comprising both (i) a per unit sales price for each unit shipped and (ii) a royalty for all units sold to customers. In addition, Nuwellis also agreed to pay (i) a $ 100 thousand upfront payment at contract inception (the “Up-front Payment”), and (ii) two contingent milestones payments consisting of (a) $ 450 thousand payment upon meeting the regulatory milestone of receiving HDE approval from the FDA (the “Regulatory Milestone Payment”), and (b) $ 300 thousand payment upon meeting a sales-based milestone (the “Sales Based Milestone Payment”). The Company had the following performance obligations within the Distribution Agreement: (i) a material right to Nuwellis consisting of an exclusive option for Nuwellis to purchase additional pediatric SCDs during the term of the Distribution Agreement for a discounted price, (ii) to provide training to Nuwellis personnel and medical professionals at end-user customers of Nuwellis and (iii) upon each receipt of a valid Nuwellis purchase order, delivery of pediatric SCDs. The transaction price for the Nuwellis material right and training is comprised of the Upfront Payment, the Regulatory Milestone Payment and the Sales Based Milestone Payment. The transaction price for each pediatric SCD device sold was the actual price for each device and the estimated royalties to be received. Prior to the Company’s termination of the Distribution Agreement discussed below, the Company received full consideration for the Up-front Payment and the Regulatory Milestone Payment for a total of $ 550 thousand, which had been recorded as contract liabilities and was to be recognized over the remaining term of the Distribution Agreement. However, the Company and Nuwellis entered into a confidential settlement agreement on October 20, 2024 ( the “Settlement Agreement”), in connection with the Company’s termination of the Distribution Agreement on August 18, 2024. Under the Settlement Agreement the Company agreed to refund Nuwellis the entire $ 550 thousand comprising of the Upfront Payment and Regulatory Milestone plus an additional $ 350 thousand for a total of $ 900 thousand, of which the $ 350 thousand was charged to general and administrative expense. The amounts were paid to Nuwellis in three installments during the quarter ended December 31, 2024. As a result, the Company (i) was precluded from recognizing revenue of approximately $ 0.1 million for product shipments to Nuwellis during the year ended December 31, 2024, ( ii) was precluded from recognizing any revenues related to contract liabilities arising the Upfront Payment and Regulatory Milestone through December 31, 2024, ( see below), and (iii) does not anticipate there will be any future shipments of pediatric SCDs to Nuwellis going forward. 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 $ 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) 2025 2024 Contract liabilities, beginning of period $ — $ 100 Consideration received — 450 Consideration refunded — ( 550 ) Contract liabilities, end of period $ — $ — 86 Table of Contents SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements The Company had no contract assets at the beginning or end of the fiscal years ended December 31, 2025 and 2024 . The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies. Note 4. Trade Accounts Receivable The table below presents the opening and closing balances of accounts receivable, on a gross and net basis, with the total change in expected credit losses: ($ in thousands) Accounts Receivable, Gross Expected Credit Losses Accounts Receivable, Net December 31, 2024 $ 112 $ — $ 112 Changes in accounts receivable 128 ( 3 ) 125 December 31, 2025 $ 240 $ ( 3 ) $ 237 Note 5. Accrued Expenses Accrued expenses consisted of the following amounts as of December 31, 2025 and 2024 : ($ in thousands) December 31, 2025 December 31, 2024 Accrued research and development $ 1,525 $ 1,023 Accrued bonus 150 1,391 Accrued director compensation 70 391 Other 523 383 Total accrued expenses $ 2,268 $ 3,188 87 Table of Contents SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements Note 6. Notes Payable Notes payable consisted of the following as of December 31, 2025 and 2024, respectively: ($ in thousands) December 31, 2025 December 31, 2024 Insurance financing $ 525 $ 574 Less current portion ( 525 ) ( 574 ) Non-current portion $ — $ — Insurance Financing In October 2025,  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 7.940 % per annum. 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 2024 financing agreement was to be paid in 10 monthly installments, but was paid in full in June 2025. Note 7. 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). 88 Table of Contents SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements 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). 89 Table of Contents SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements 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. 90 Table of Contents SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements 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. 91 Table of Contents SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements Note 8. Warrants The Company has the following warrants outstanding at December 31, 2025 and 2024 : December 31, 2025 December 31, 2024 Liability Classified Warrants Private Placement Warrants 22,952 22,952 PIPE Investor Warrants 2,000 2,000 Subtotal 24,952 24,952 Equity Classified Warrants August 2025 Warrants 530,779 — July 2025 Warrants 560,944 — June 2025 Warrants 994,616 — February 2025 Warrants 377,648 — July 2024 Warrants 101,422 101,422 January 2024 Warrants 67,213 67,213 Public Stockholders’ Warrants 42,200 42,200 Legacy Warrants 150 196 Subtotal 2,674,972 211,031 Grand Total 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 : December 31, 2025 Warrant Share Equivalents Weighted-Average Strike Price 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 August 2025 Warrants 530,779 $ 7.85 4.61 July 2025 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. Warrants 150 $ 2,500.00 1.17 December 31, 2024 Warrant Share Equivalents Weighted-Average Strike Price Weighted-Average Time to Expiration Liability Classified Warrants Private Placement Warrants 22,952 $ 2,875.00 2.82 PIPE Investor Warrants 2,000 $ 2,875.00 2.82 Equity Classified Warrants July 2024 Warrants 101,422 $ 107.20 4.53 January 2024 Warrants 67,213 $ 208.27 3.01 Public Stockholders’ Warrants 42,200 $ 2,875.00 2.82 Legacy SeaStar Inc. Warrants 196 $ 2,500.00 1.38 92 Table of Contents SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements 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 June 2025 Warrants February 2025 Warrants Legacy Warrants Outstanding as of December 31, 2024 — — — — 196 Issuance 530,779 601,067 1,395,693 659,289 — Exercised — ( 40,123 ) ( 401,077 ) ( 281,641 ) — Forfeited / cancelled — — — — ( 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. Note 9. 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 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. Common stock The charter of the Company (the “Charter”) provides the following with respect to the rights, powers, preferences, and privileges of the common stock. 93 Table of Contents SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements Voting power 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. Holders of common stock are entitled to one voter per share on matters to be voted on by stockholders. The Charter does not provide for cumulative voting rights. Dividends Subject to the rights, if any, of the holders of any outstanding shares of preferred stock, under the Charter, holders of common stock will be entitled to receive such dividends, if any, as may be declared from time to time by the Board of Directors in its discretion out of funds legally available therefor. Liquidation, dissolution and winding-up In the event of the Company’s voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, the holders of the common stock will be entitled to receive an equal amount per share of all of the Company’s assets of whatever kind available for distribution to stockholders after the rights of the holders of the Preferred Stock have been satisfied and after payment or provision for payment of the Company’s debts. Preemptive or other rights There are no preemptive rights or sinking fund provisions applicable to the shares of the Company’s common stock. Preferred stock The Charter provides that shares of preferred stock may be issued from time to time in one or more series. The Board of Directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional, or other special rights and any qualifications, limitations, and restrictions thereof, applicable to the shares of each series. The Company has no preferred stock outstanding at December 31, 2025 or 2024 . Note 10. Stock-Based Compensation Awards 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) 2025 2024 Research and development $ 91 $ 157 General and administrative 533 730 Total stock-based compensation $ 624 $ 887 Equity incentive plan - summary 2022 Omnibus Incentive Plan The Company’s Board of Directors adopted, and the shareholders approved the 2022 Omnibus Incentive Plan to provide long-term incentive for its employees and non-employee service providers. The vesting of stock options is stated in each individual grant agreement, which is generally either one or four years. Options granted expire 10 years after the date of grant. 94 Table of Contents SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements 2019 Stock Incentive Plan The Company’s Board of Directors adopted the 2019 Stock Incentive Plan on February 25, 2019, to provide long-term incentive for its employees and non-employee service providers. The Stock Incentive Plan was terminated on October 28, 2022, and no further awards were granted under such plan. Stock Options Option activity for the year ended December 31, 2025 , is as follows: 2022 Omnibus Incentive Plan - Options Options Weighted-Average Exercise Price Total Intrinsic Value Weighted-Average Remaining Contractual Life (Years) Outstanding at December 31, 2024 1,315 $ 460.00 $ — 8.2 Exercised — Issued — Forfeited / cancelled ( 192 ) 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 Options Weighted-Average Exercise Price Total Intrinsic Value Weighted-Average Remaining Contractual Life (Years) Outstanding at December 31, 2024 885 $ 443.00 $ — 5.5 Exercised — Issued — Forfeited / cancelled ( 196 ) Outstanding at December 31, 2025 689 $ 533 $ — 4.4 Vested and exercisable at December 31, 2025 689 $ 533 $ — 4.4 Restricted Stock Units A summary of the Company’s restricted stock unit (“RSU”) activity for the year ended December 31, 2025 , is as follows: 2022 Omnibus Incentive Plan - RSUs Number of RSU Weighted-Average Grant Date Fair Value (per share) Outstanding at December 31, 2024 21,950 $ 50.90 Granted 13,000 Vested ( 8,080 ) Forfeited / cancelled ( 1,000 ) Outstanding at December 31, 2025 25,870 $ 30.50 95 Table of Contents SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements 2019 Stock Incentive Plan - RSUs Number of RSU Weighted-Average Grant Date Fair Value (per share) Outstanding at December 31, 2024 75 $ 2,000.00 Granted — Vested ( 75 ) Forfeited / cancelled — Outstanding at December 31, 2025 — $ — Note 11. Commitments and Contingencies 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 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. Litigation 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 (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). The Class Action seeks to recover, among other remedies, compensatory damages. On March 4, 2025, the Plaintiff filed an amended complaint. 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. O’Hara. 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. Schlorff et. al., C.A. No. 1:24 -cv- 3444 in the United States District Court for the District of Colorado (the “Derivative Action”). The factual allegations of the Derivative Action are substantially similar to the Class Action. 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. 96 Table of Contents SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements Note 12. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Inputs used to measure fair value are classified into the following hierarchy: Level 1 – quoted prices in active markets for identical assets and liabilities. Level 2 – other significant observable inputs (including quoted prices for similar assets and liabilities, 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). The fair value of the forward option on prepaid forward contracts, convertible notes, and the warrants liability is classified as Level 3 in the fair value hierarchy. Fair Value Measurement Hierarchy The following table presents the Company’s financial assets and/or liabilities that were accounted for at fair value on a recurring basis as of December 31, 2025 and 2024 , by level withing the fair value hierarchy. There were no non-recurring fair value measurements, as the Company does not have any long-lived assets, including fixed assets, intangible assets or goodwill which can require non-recurring measurements for impairment. Fair Value Measurements at December 31, 2025 (Level 1) (Level 2) (Level 3) Total Liabilities: Liability classified warrants $ — $ — $ 1 $ 1 $ — $ — $ 1 $ 1 Fair Value Measurements at December 31, 2024 (Level 1) (Level 2) (Level 3) Total Liabilities: Liability classified warrants $ — $ — $ 33 $ 33 Total $ — $ — $ 33 $ 33 Summary of Level 3 Input Changes 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 $ 33 Additions — Cash paid to settle — Shares issued upon conversion or exercise — Changes in fair value ( 32 ) Balance December 31, 2025 $ 1 Level 3 Inputs For assets or liabilities for which the Company is required to remeasure the fair value on a recurring basis at each reporting date, generally the Company is required to disclose certain quantitative data related to the inputs used at the most recent reporting period date. 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. 97 Table of Contents SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements Liability Classified Warrants Significant assumptions used in valuing warrants which require liability classification were as follows as of December 31, 2025 and 2024 : December 31, December 31, 2025 2024 Expected volatility 130.00 % 130.00 % Remaining term 1.825 2.825 Risk-free rate 3.48 % 4.27 % Dividend yield 0.00 % 0.00 % Stock price $ 2.40 $ 1.94 Strike price $ 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. Note 13. Income Taxes The Company recorded approximately $ 3 thousand and $ 3 of current income tax expense for the years ended December 31, 2025 and 2024 , respectively. 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 Amount Percent Federal tax at statutory rate $ ( 2,551 ) $ 21.00 % State Tax net of federal benefits 4 - 0.03 % R&D tax credit ( 275 ) 2.27 % Nontaxable or nondeductible items ( 3 ) 0.01 % Change in Valuation Allowance 2,740 - 22.44 % Other Adjustments 88 - 0.85 % Tax Expense $ 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 Amount Percentages Federal tax at statutory rate $ ( 5,214 ) $ 21.00 % State income tax 776 - 3.12 % R&D tax credit ( 197 ) 0.79 % Stock compensation expense 18 - 0.07 % Unrealized gains and losses, net, for liability classified warrants 146 - 0.59 % Unrealized gains and losses, net, for convertible debt 1,291 - 5.20 % Adjustment to prior period federal deferred tax assets 95 - 0.38 % Non-deductible expenses 6 - 0.03 % Other 172 - 0.68 % Change in valuation allowance 2,910 - 11.72 % Total effective income tax rate $ 3 $ 0.00 % 98 Table of Contents SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements Significant components of deferred tax assets for federal and state income taxes were as follows: December 31, December 31, 2025 2024 Deferred tax assets: Net operating losses $ 26,779 $ 23,936 Finance charges and origination fees — 133 Accrued compensation 141 314 Stock-based compensation 87 47 Section 174 research and development capitalization 2,099 2,771 Section 59(e) research and development capitalization 1,292 — Capitalized start-up fees 197 209 Tax credits 1,394 1,103 Total deferred tax assets 31,989 28,513 Valuation allowance ( 31,989 ) ( 28,513 ) Net deferred tax assets $ — $ — In accordance with U.S. GAAP, a valuation allowance should be provided if it is more likely than not that some or all of the Company’s deferred tax assets will not be realized. The Company’s ability to realize the benefit of its deferred tax assets will depend on the generation of future taxable income. Due to the uncertainty of future profitable operations and taxable income, the Company has recorded a full valuation allowance against its net deferred tax assets. For the years ended December 31, 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 $ 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. The Company has not claimed any federal or state Research Credit carryforwards pre- 2022. The Company believes that the Company has qualified research activities and qualified research expenses, but missed claiming the R&D credits in prior years. The tax provision reports no pre- 2022 R&D credit carryforwards, consistent with the tax return filings through 2021. The Company will record R&D credit deferred tax assets (and the related valuation allowance) if/when the Company amends prior year tax filings to claim R&D credits. The Company had federal energy credit carryforwards of approximately $ 0.6 million as of December 31, 2025 and 2024 , which will expire starting in 2027 if not utilized. The Company has federal research and development credit carryforwards of approximately $ 0.7 million and $ 0.5 million as of December 31, 2025 and 2024 , respectively, which will expire starting in 2042 if not utilized. Pursuant to Internal Revenue Code (“IRC”) Sections 382 and 383, the Company’s ability to use net operating losses (“NOL”) and research tax credit carryforwards to offset future taxable income may be limited if the Company experiences a cumulative change in ownership of more than 50% within a three -year testing period. The Company has not completed an ownership change analysis pursuant to IRC Section 382. If ownership changes within the meaning of IRC Section 382 are identified as having occurred, the amount of NOL and research tax credit carryforwards available to offset future taxable income and income tax liabilities in future years may be significantly restricted or eliminated. Further, deferred tax assets associated with such NOLs, and research tax credits could be significantly reduced upon realization of an ownership change within the meaning of IRC Section 382. 99 Table of Contents SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements The Company files U.S. federal and state tax returns with varying statutes of limitations. Due to net operating loss and credit carryforwards, the 2019 to 2024 tax years remain subject to examination by the U.S. federal and some state authorities. The actual amount of any taxes due could vary significantly depending on the ultimate timing and nature of any settlement. Uncertain Tax Benefits The Company uses the “more likely than not” criterion for recognizing the income tax benefit of uncertain income tax positions and establishing measurement criteria for income tax benefits. 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 $ 944 Increase in prior year — Increase in current year 127 Balance as of December 31, 2025 $ 1,071 The Company has no accrued interest related to the uncertain tax benefits. The Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months as of December 31, 2025 . Note 14. Net Loss Per Share Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, including vested restricted stock units for which common shares have not yet been issued, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, the warrants, common stock options, and unvested restricted stock units are considered to be potentially dilutive securities. As the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for all periods. The following 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: As of December 31, 2025 2024 Liability classified warrants 24,952 24,952 Equity classified warrants 2,674,972 211,031 Employee based options to purchase common stock 1,812 22,653 Unvested employee based restricted stock units 25,870 40,068 Total 2,727,606 298,704 100 Table of Contents SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements 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, 2025 2024 Net loss $ ( 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 ) Note 15. Segment Reporting The Company is comprised of a single reportable segment, its Device Segment. This organizational structure aligns with how our Chief Operating Decision Maker (“CODM”), the Chief Executive Officer, manages the Company’s business, including resource allocation and performance assessment. The Company is focused entirely on the development, regulatory approval and commercialization of the Company’s adult and pediatric Selective Cytopheretic Devices (SCDs). The Company had a total of 17 employees at December 31, 2025 , and total assets of $ 14.2 and $ 4.7 million, as of December 31, 2025 and 2024 , respectively. For segment reporting purposes, the CODM uses operating profit/(loss) to evaluate segment performance and allocate resources. As a Company that only recently began limited commercial sales of QUELIMMUNE, the CODM is primarily focused on evaluating the overall spending for research and development activities needed to fund further development of the SCDs, and general and administrative activities incurred to support the research and development activities of the Company. Accounting policies associated with the Company’s sole segment are the same as those described in Note 1. All of the Company’s sales are located within the United States. As of the date of this report, the Company has obtained regulatory approval for commercial sales in the U.S. of QUELIMMUNE from the FDA. The Company does not have any inter-entity sales or transfers. The following table represents the Company’s sole segment’s operating results for the years ended December 31, 2025 and 2024 , respectively. Year Ended December 31, 2025 2024 Net Revenue $ 1,234 $ 135 Cost of goods sold 53 — Gross profit $ 1,181 $ 135 Operating expenses Research and development 7,518 9,105 General and administrative 5,838 8,872 Total operating expenses $ 13,356 $ 17,977 Loss from operations $ ( 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. Note 16. Subsequent Events 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. 101 Table of Contents SeaStar Medical Holding Corporation Notes to the Consolidated Financial Statements 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 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"). 102 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.