Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Registrant Name | SEASTAR MEDICAL HOLDING CORPORATION | |
Entity Central Index Key | 0001831868 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39927 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3681132 | |
Entity Address, Address Line One | 3513 Brighton Blvd., | |
Entity Address, Address Line Two | Suite 410 | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80216 | |
City Area Code | 844 | |
Local Phone Number | 427-8100 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 13,446,613 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | ICU | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share | |
Trading Symbol | ICUCW | |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 725 | $ 47 |
Other receivables | 0 | 12 |
Prepaid expenses | 2,659 | 2,977 |
Total current assets | 3,384 | 3,036 |
Forward option-prepaid forward contracts, net | 0 | 1,729 |
Other assets | 2 | 2 |
Total assets | 3,386 | 4,767 |
Current liabilities | ||
Accounts payable | 3,022 | 1,927 |
Accrued expenses | 1,531 | 2,245 |
Contingent upfront payment for license agreement | 100 | |
Notes payable | 493 | 1,178 |
Convertible note | 2,390 | 0 |
Warrants liability | 500 | 0 |
Total current liabilities | 8,036 | 5,350 |
Forward option-prepaid forward contracts, net | 489 | 0 |
Notes payable, net of deferred financing costs | 5,745 | 7,652 |
Total liabilities | 14,270 | 13,002 |
Commitments and contingencies (see Note 10) | ||
Stockholders' deficit | ||
Common stock - $0.0001 par value per share; 100,000,000 shares authorized;13,296,516 and 12,699,668 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 1 | 1 |
Additional paid-in capital | 93,702 | 91,089 |
Accumulated deficit | (104,587) | (99,325) |
Total stockholders' deficit | (10,884) | (8,235) |
Total liabilities and stockholders' deficit | $ 3,386 | $ 4,767 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 13,296,516 | 12,699,668 |
Common stock, shares outstanding | 13,296,516 | 12,699,668 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Operating expenses | |||
Research and development | $ 1,784 | $ 355 | |
General and administrative | 2,797 | 457 | |
Total operating expenses | 4,581 | 812 | |
Loss from operations | (4,581) | (812) | |
Other income (expense), net | |||
Interest expense | (433) | (169) | |
Change in fair value of convertible note | 100 | 0 | |
Change in fair value of notes payable | 0 | (23) | |
Change in fair value of forward option-prepaid forward contracts | (1,654) | 0 | |
Gain on sale of recycled shares | 1,306 | 0 | |
Total other expense, net | (681) | (192) | |
Loss before income tax provision (benefit) | (5,262) | (1,004) | |
Income tax provision (benefit) | 0 | 0 | |
Net loss | $ (5,262) | $ (1,004) | |
Net loss per share: | |||
Net loss per share of common stock, basic | $ (0.40) | $ (0.14) | |
Diluted net loss per share | $ (0.40) | $ (0.14) | |
Weighted-average shares outstanding - basic | [1] | 13,025,852 | 7,238,767 |
Weighted-average shares outstanding - diluted | [1] | 13,025,852 | 7,238,767 |
[1] Retrospectively restated to give effect to the reverse recapitalization |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] | |
Beginning Balance at Dec. 31, 2021 | $ (2,816) | $ 1 | $ 73,495 | $ (76,312) | |
Beginning Balances (in shares) at Dec. 31, 2021 | [1] | 7,238,767 | |||
Stock-based compensation | 4 | 4 | |||
Net loss | (1,004) | (1,004) | |||
Ending Balance at Mar. 31, 2022 | (3,816) | $ 1 | 73,499 | (77,316) | |
Ending Balances (in shares) at Mar. 31, 2022 | [1] | 7,238,767 | |||
Beginning Balance at Dec. 31, 2022 | (8,235) | $ 1 | 91,089 | (99,325) | |
Beginning Balances (in shares) at Dec. 31, 2022 | [1] | 12,699,668 | |||
Issuance of shares - equity line of credit, Shares | [1] | 378,006 | |||
Issuance of shares - equity line of credit | 1,108 | 1,108 | |||
Issuance of shares - commitment fee for equity line, Shares | [1] | 218,842 | |||
Issuance of shares - commitment fee for equity line | 1,000 | 1,000 | |||
Stock-based compensation | 505 | 505 | |||
Net loss | (5,262) | (5,262) | |||
Ending Balance at Mar. 31, 2023 | $ (10,884) | $ 1 | $ 93,702 | $ (104,587) | |
Ending Balances (in shares) at Mar. 31, 2023 | [1] | 13,296,516 | |||
[1] Retroactively restated to give effect to the reverse recapitalization |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (5,262) | $ (1,004) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization of discount on notes payable | 0 | 109 |
Amortization of deferred financing costs | 4 | 0 |
Non-cash accrued interest related to notes payable | 0 | 61 |
Non-cash conversion of accrued expenses into notes payable | 0 | 96 |
Non-cash fair value of discount on issuance of notes payable | 0 | (52) |
Non-cash fair value of derivative liability on issuance of notes payable | 0 | 52 |
Change in fair value of notes payable | 0 | 23 |
Change in fair value of convertible note | (100) | 0 |
Change in fair value of forward option - prepaid forward contracts | 1,654 | 0 |
Gain on sale of recycled shares | (1,306) | 0 |
Stock-based compensation | 505 | 4 |
Changes in operating assets and liabilities | ||
Other receivables | 12 | 0 |
Prepaid expenses | 318 | (185) |
Accounts payable | 1,095 | 114 |
Accrued expenses | 786 | 195 |
Net cash used in operating activities | (2,294) | (587) |
Cash flows from financing activities | ||
Proceeds from issuance of convertible note | 3,000 | 0 |
Payment of convertible note | (10) | 0 |
Proceeds from issuance of shares | 1,108 | 0 |
Payment of commitment fee - equity line of credit | (500) | 0 |
Proceeds from sale of recycled shares | 1,870 | 0 |
Proceeds from notes payable | 100 | 284 |
Payment of notes payable | (2,596) | 0 |
Net cash provided by financing activities | 2,972 | 284 |
Net increase (decrease) in cash | 678 | (303) |
Cash, beginning of period | 47 | 510 |
Cash, end of period | 725 | 207 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 508 | 0 |
Supplemental disclosure of noncash financing activities | ||
Issuance of convertible note warrants | $ 500 | $ 0 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Note 1. D e scription of Business Organization and description of business SeaStar Medical, Inc. was incorporated as a Delaware corporation in June 2007, and it is headquartered in Denver, Colorado. 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 primary target of this technology is for the treatment of acute kidney injuries. SeaStar Medical, Inc. is in the pre-revenue stage focused on product development. On October 28, 2022, LMF Merger Sub, Inc., a wholly owned subsidiary of LMF Acquisition Opportunities, Inc., (“LMAO”) merged with and into SeaStar Medical, Inc. (the "Business Combination"), with SeaStar Medical, Inc. surviving the Business Combination as a wholly owned subsidiary of LMAO. Following the consummation of the Business Combination, LMAO was renamed to "SeaStar Medical Holding Corporation" ("the Company", "we", "SeaStar Medical"). Basis of presentation The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC") for interim reporting. As permitted under those rules and regulations, certain notes or other financial information normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The interim unaudited consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal, recurring adjustments that are necessary to present fairly the Company’s results for the interim periods presented. The results from operations for the three months ended March 31, 2023, are not necessarily indicative of the results to be expected for the year ended December 31, 2023, or for any future annual or interim period. The accompanying interim unaudited consolidated financial statements should be read in conjunction with the annual consolidated financial statements and the related notes for the year ended December 31, 2022. There have been no material changes in our significant accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2022. The interim unaudited consolidated financial statements include the consolidated accounts of the Company's wholly owned subsidiary, SeaStar Medical, Inc. All significant intercompany transactions have been eliminated in consolidation. Segment information The Company operates in one operating segment and, accordingly, no segment disclosures have been presented herein. Liquidity and Going Concern As of March 31, 2023, the Company has an accumulated deficit of $ 104,587 and cash of $ 725 . We do not believe that will be sufficient to enable us to fund our operations, including clinical trial expenses and capital expenditure requirements for at least 12 months from the issuance of these unaudited consolidated financial statements. We believe that these conditions raise substantial doubt about our ability to continue as a going concern. Our need for additional capital will depend in part on the scope and costs of our development activities. To date, we have not generated any revenue from the sales of commercialized products. Our ability to generate product revenue will depend on the successful development and eventual commercialization of our product. Until such time, if ever, we expect to finance our operations through the sale of equity or debt, borrowing under credit facilities, or through potential collaborations, other strategic transactions or government and other grants. Adequate capital may not be available to us when needed or on acceptable terms. If we are unable to raise capital, we could be forced to delay, reduce, suspend, or cease our research and development programs or any future commercialization efforts, which would have a negative impact on our business, prospects, operating results and financial condition. The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. Risks and uncertainties The Company is subject to risks common to early-stage companies in the medical technology industry including, but not limited to, new medical and technological innovations, regulatory approval requirement, lack of funding and capital resources, 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Use of Estimates The preparation of the unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the period. Significant estimates include the valuation of the forward option on prepaid forward contracts, derivative liability, warrants, provision for income taxes, convertible debt measured at fair value, and the amount of stock-based compensation expense. Although actual results could differ from those estimates, such estimates are developed based on the best information available to management and management's best judgments at the time. 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. The Company has not experienced any losses on deposits since inception. Fair value option of accounting Generally, when financial instruments are first acquired and are not required to be recorded at fair value, ASC 825, Financial Instruments (“ASC 825”), 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 concluded that its convertible notes (see Note 7) were eligible for the FVO and accordingly elected the FVO for those debt instruments. This election was made because of operational efficiencies in valuing and reporting for these debt instruments at fair value in their entirety at each reporting date. The convertible notes contain certain embedded derivatives that otherwise would require bifurcation and separate accounting at fair value. The convertible notes, inclusive of their respective accrued interest at the stated interest rates (collectively referred to as the “FVO debt instruments”) were initially recorded at fair value as liabilities on the consolidated balance sheets and subsequently re-measured at fair value at the end of each reporting period presented within the consolidated financial statements. The changes in fair value of the FVO debt instruments are recorded in changes in fair value of convertible notes, included as a component of other income (expense), net, in the consolidated statements of operations. Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Inputs used to measure fair value are classified into the following hierarchy: Level 1 – quoted prices in active markets for identical assets and liabilities. Level 2 – other significant observable inputs (including quoted prices for similar assets and liabilities, interest rate, credit risk, etc.). Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of assets and liabilities). The fair value of the forward option on prepaid forward contracts, convertible notes, and the warrants liability, are classified as Level 3 in the fair value hierarchy. 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 three months ended March 31, 2023 and 2022 (in thousands): Forward Option- Prepaid Notes Payable Level 3 Rollforward Forward Contracts Convertible Notes (1) Warrants Liability Derivative Liability Balance January 1, 2022 $ — $ — $ — $ ( 526 ) Additions — — — ( 52 ) Changes in fair value — — — ( 23 ) Balance March 31, 2022 $ — $ — $ — $ ( 601 ) Balance January 1, 2023 $ 1,729 $ — $ — $ — Additions — 2,500 500 — Sale of recycled shares ( 564 ) — — — Principal payments — ( 10 ) — — Changes in fair value ( 1,654 ) ( 100 ) — — Balance March 31, 2023 $ ( 489 ) $ 2,390 $ 500 $ — (1) Elected the fair value option of accounting as discussed in Note 2. The convertible notes are recorded as liabilities and are recorded at fair value based on Level 3 measurements. The estimated fair values of the convertible notes are each determined based on the aggregated, probability-weighted average of the outcomes of certain possible scenarios. The combined value of the probability-weighted average of those outcomes is then discounted back to each reporting period in which the convertible notes are outstanding, in each case, based on a risk-adjusted discount rate estimated based on the implied interest rate using the changes in observed interest rates of corporate rate debt that the Company believes is appropriate for those probability-adjusted cash flows. The estimated fair value of prepaid expenses, accounts payable and accrued expenses approximate their fair value because of the short-term nature of these instruments. 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. |
Forward Purchase Agreements
Forward Purchase Agreements | 3 Months Ended |
Mar. 31, 2023 | |
Prepaid Forward Purchase Agreements [Abstract] | |
Forward Purchase Agreements | Note 3. Forward Purchase Agreements During the three months ended March 31, 2023, 374,005 recycled shares were sold by Forward Purchase Agreement Sellers ("FPA Sellers"). The Company received $ 1,870 for the shares sold and recognized a gain of $ 1,306 on the sale. There were 773,400 recycled shares remaining on March 31, 2023. A loss on remeasurement of $ 1,654 was recorded in Change in fair value of forward option on the unaudited consolidated statements of operations. On March 31, 2023, the value of the forward option within the Forward Purchase Agreements ("FPA") was a liability of $ 489 and was recorded as Forward option-prepaid forward contracts on the unaudited consolidated balance shee ts on March 31, 2023. In March 2023, a Volume Weighted Average Price ("VWAP") trigger event occurred, and the FPAs could mature on the date specified by the FPA Sellers at the FPA Sellers’ discretion. The FPA Sellers have not specified the Maturity Date of the Forward Purchase Agreements as of the issuance of these unaudited consolidated financial statements. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | Note 4. Accrued Expenses Accrued expenses consisted of the following: ($ in thousands) March 31, December 31, Accrued commitment fee, equity line of credit $ — $ 1,500 Accrued bonus 621 450 Accrued research and development 212 18 Accrued settlement 200 — Accrued director remuneration 157 61 Accrued legal 137 80 Accrued extension consideration to notes payable 100 — Accrued interest 33 112 Accrued other 71 24 Total accrued expenses $ 1,531 $ 2,245 |
Equity Line of Credit
Equity Line of Credit | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Equity Line of Credit | Note 5. Equity Line of Credit The Company paid previously accrued commitment fees of $ 1,500 during the three months ended March 31, 2023, of which $ 1,000 was paid in 218,842 shares of common stock and $ 500 was paid in cash. During the three months ended March 31, 2023, the Company sold 378,006 shares of common stock to Tumim Stone Capital LLC for proceeds of $ 1,108 as part of the equity line financing arrangement. As of March 31, 2023, $ 98,892 was available to draw. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2023 | |
Notes Payable [Abstract] | |
Notes Payable | Note 6. Notes Payable Notes payable consisted of the following: ($ in thousands) March 31, December 31, LMFA notes payable $ 443 $ 968 LMFAO note payable 1,758 2,785 Maxim note payable 3,640 4,167 Insurance financing 493 910 Unamortized deferred financing costs ( 96 ) — 6,238 8,830 Less current portion ( 493 ) ( 1,178 ) $ 5,745 $ 7,652 Future maturities of principal repayment of the notes payable as of March 31, 2023 are as follows: ($ in thousands) Years ended December 31: 2023 (remaining) $ 493 2024 5,841 $ 6,334 On March 15, 2023, the Company amended its LMFA notes, LMFAO note, and Maxim note, extending their maturity dates to June 15, 2024 . In consideration for such extension, the Company agreed to pay the noteholders an aggregate amount of $ 100 in cash upon receipt of proceeds from the issuance of the note at the second closing under the securities purchase agreement (see Note 7). The $ 100 consideration for the modification was capitalized as deferred financing costs. The Company amortized $ 4 of the deferred financing costs during the three months ended March 31, 2023. LMFA Notes Payable During the three months ended March 31, 2023, the maturity date was extended to June 15, 2024 . The balance due was $ 443 and $ 968 as of March 31, 2023 and December 31, 2022, respectively. The balance at December 31, 2022 consisted of a $ 700 interest bearing note and a $ 268 noninterest bearing note. The Company recorded interest expense of $ 12 for the three months ended March 31, 2023 on the interest bearing note. The noninterest bearing note was paid in full in January 2023. On March 13, 2023, the Company entered into a $ 100 promissory note with LMFA with an interest rate of 7.0 % per annum. The promissory note was payable on demand at any time after April 13, 2023, and had no prepayment penalty. The Company repaid the loan on March 24, 2023 . LMFAO Note Payable During the three months ended March 31, 2023, the maturity date was extended to June 15, 2024 . The mandatory repayment provisions of the LMFAO note were waived for the first senior unsecured convertible note drawn on March 15, 2023 (Note 7) but are not waived for subsequent draws. The balance due was $ 1,758 and $ 2,785 on March 31, 2023 and December 31, 2022, respectively. The Company recorded interest expense of $ 43 for the three months ended March 31, 2023. Maxim Note Payable During the three months ended March 31, 2023, the maturity date was extended to June 15, 2024 . The mandatory repayment provisions of the Maxim note were waived for the first senior unsecured convertible note drawn on March 15, 2023 (Note 7) but are not waived for subsequent draws. The balance of the Maxim note was $ 3,640 and $ 4,167 as of March 31, 2023 and December 31, 2022, respectively. The Company recorded interest expense of $ 67 for the three months ended March 31, 2023. Insurance Financing The balance due was $ 493 and $ 910 on March 31, 2023 and December 31, 2022, respectively. As of March 31, 2023, five monthly installments of $ 101 , consisting of principal and interest remain . The Company recorded interest expense of $ 11 for the three months ended March 31, 2023. Notes Payable Amortization of the debt discounts related to the Dow, Union Carbide, IBT and investor notes for the three months ended March 31, 2022 was $ 109 . |
Convertible Notes
Convertible Notes | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Note 7. Convertible Notes 3i Notes On March 15, 2023, the Company entered into a securities purchase agreement with 3i LP ("3i") a related party institutional investor, whereby the Company has the ability to issue a series of four senior unsecured convertible notes (collectively the "Convertible Notes"), with principal amounts totaling up to $ 9,000 , and warrants to purchase shares of the Company’s common stock. On March 15, 2023, the Company issued a note (the "First Convertible Note"), convertible into 1,207,729 shares of common stock at an initial conversion price of $ 2.70 , in a principal amount of $ 3,261 , and a warrant to purchase up to 328,352 shares of common stock. The First Convertible Note was issued at an 8.0 % discount, bears interest at 7.0 % per annum, matures on June 15, 2024 , and requires monthly installments of principal and interest. The Company concluded that the transaction includes two legally detachable and separately exercisable freestanding financial instruments: the Convertible Notes and the warrants. The Company concluded that the warrants should be recorded as a liability (see Note 8). The Company determined the Convertible Notes are liability instruments under ASC 480, Distinguishing Liabilities from Equity . The 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 Convertible Notes. As such, the Convertible Notes are carried at fair value in the consolidated balance sheets. The Convertible Notes are measured at fair value each reporting date with changes in fair value recognized in the consolidated statements of operations, unless the change is concluded to be related to the changes in the Company’s credit rating, in which case the change will be recognized as a component of accumulated other comprehensive income in the consolidated balance sheets. There is a difference of $ 861 between the fair value of the First Convertible Note of $ 2,390 and the unpaid principal balance of $ 3,251 at March 31, 2023. Future maturities of principal repayment of the First Convertible Note as of March 31, 2023 are as follows: ($ in thousands) Years ended December 31: 2023 (remaining) $ 1,947 2024 1,304 $ 3,251 The fair value of the First Convertible Note is recorded in current liabilities on the consolidated balance sheets as the anticipated cash settlements during the twelve-month period following March 31, 2023, exceeds the recorded fair value of the First Convertible Note. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 8. Warrants On March 15, 2023, as part of the issuance of the First Convertible Note (see Note 7) 328,352 warrants (“Convertible Note Warrants”) were issued with an exercise price of $ 2.97 per share. The Convertible Note Warrants expire five years from their issuance date and contain cashless exercise provisions. The Company does not have the ability to redeem the Convertible Note Warrants. The Convertible Note Warrants were valued at $ 500 at issuance. In accordance with ASC 815-40, Derivatives and Hedging-Contracts in and Entity’s own Equity , the Company has determined that the Convertible Note Warrants do not meet the conditions for equity classification, due to potential cash settlement under the exchange cap provision of the securities purchase agreement, and should be carried on the consolidated balance sheets as a liability measured at fair value, with subsequent changes in fair value recorded in the consolidated statements of operations as change in fair value of warrants liability. The fair value of the Convertible Note Warrants was determined using a Black-Scholes option pricing model, which considers variables such as estimated volatility, time to maturity, and the risk-free interest rate. The risk-free interest rate is the U.S. Treasury rate at the date of issuance, and the time to maturity is based on the contractual life at the date of issuance, which is five years . The Company has the following warrants outstanding: March 31, December 31, 2023 2022 Public Stockholders' Warrants 10,350,000 10,350,000 Private Placement Warrants 5,738,000 5,738,000 PIPE Investor Warrants 700,000 700,000 Convertible Note Warrants 328,352 — SeaStar Warrants 69,714 69,714 17,186,066 16,857,714 |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Common Stock | Note 9. Common Stock The following represents stock-based compensation expense in the company’s unaudited consolidated statements of operations for the three months ended March 31: ($ in thousands) 2023 2022 Research and development $ 39 $ — General and administrative 466 4 Total $ 505 $ 4 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10. Commitments and Contingencies License and distribution agreement On December 27, 2022, the Company entered into a license and distribution agreement with a distributor, appointing the distributor as the exclusive distributor to promote, advertise, market, distribute and sell the Selective Cytopheretic Device (“SCD”) in the United States. The Company received an upfront payment of $ 100 on January 3, 2023. If the Company does not receive written authorization to market the SCD, prior to the first anniversary of the effective date, the Company will repay the $ 100 . The Company has recorded the $ 100 upfront payment as a liability in the consolidated balance sheets as of March 31, 2023. The Company shall also receive milestone payments in the amounts of $ 450 and $ 350 for obtaining approval from the Food and Drug Administration ("FDA") and for selling the first sixty units to any third parties. The term of the agreement is three years . Lease agreements The Company is part of a membership agreement for shared office space and can cancel at any time. Rent expense was $ 8 for the three months ended March 31, 2023 and 2022. Litigation Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company recorded $ 200 for a legal settlement in accrued expenses as of March 31, 2023. The settlement will be paid in four installments of $ 50 in May 2023, July 2023, September 2023, and November 2023. The Company was not subject to any other material legal proceedings during the three months ended March 31, 2023, and no material legal proceedings are currently pending or threatened. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. Income Taxes 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. The Company believes its tax filing position and deductions related to tax periods subject to examination will be sustained under audit and, therefore, has no reserve for uncertain tax positions. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 12. 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, 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 restricted stock units are considered to be potentially dilutive securities. As the Company has reported net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for all periods. The following weighted-average outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive: Three Months Ended March 31: 2023 2022 Public Stockholders' warrants 10,350,000 — Private Placement warrants 5,738,000 — PIPE Investor warrants 700,000 — Convertible Note warrants 328,352 SeaStar warrants 69,714 69,714 Options to purchase common stock 244,792 332,544 Restricted stock units 298,389 — Total 17,729,247 402,258 Net loss per share is calculated using the shares in connection with the Business Combination and related transactions, assuming the shares were outstanding since January 1, 2022. As the Business Combination and related transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issued in connection with the Business Combination have been outstanding for the entire period presented. The calculation of weighted average shares outstanding for basic and diluted net loss per share for the three months ended March 31, 2022 has been retroactively restated to give effect to the Business Combination. Three Months Ended March 31: 2023 2022 Net loss $ ( 5,262 ) $ ( 1,004 ) Weighted average shares outstanding - basic and diluted 13,025,852 7,238,767 Basic and diluted net loss per share $ ( 0.40 ) $ ( 0.14 ) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13. Subsequent Events On April 3, 2023, the Company made the first principal payment of $ 217 and interest payment of $ 19 on the First Convertible Note. In May 2 023, the Company made three principal and interest payments on the First Convertible Note. In accordance with and pursuant to the First Convertible Note, 3i elected to convert the conversion amount (as defined in the First Convertible Note) into shares of common stock of the Company. Principal of $ 140 and interest of $ 10 was converted into 123,104 shares of common stock. On May 12, 2023, the Company issued the second unsecured convertible note (the “Second Convertible Note”) under the securities purchase agreement (see Note 7). The Second Convertible Note is convertible into 805,153 shares of common stock at an initial conversion price of $ 2.70 , in a principal amount of $ 2,174 , and a warrant to purchase up to 218,901 shares of common stock. The Second Convertible Note was issued at an 8.0 % discount, bears interest at 7.0 % per annum, matures on August 12, 2024 , and requires monthly installments of principal and interest. The warrants have an initial exercise price of $ 2.97 per share of common stock, expire five years from their issuance date, and contain cashless exercise provisions. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Basis of presentation | Basis of presentation The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC") for interim reporting. As permitted under those rules and regulations, certain notes or other financial information normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The interim unaudited consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal, recurring adjustments that are necessary to present fairly the Company’s results for the interim periods presented. The results from operations for the three months ended March 31, 2023, are not necessarily indicative of the results to be expected for the year ended December 31, 2023, or for any future annual or interim period. The accompanying interim unaudited consolidated financial statements should be read in conjunction with the annual consolidated financial statements and the related notes for the year ended December 31, 2022. There have been no material changes in our significant accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2022. The interim unaudited consolidated financial statements include the consolidated accounts of the Company's wholly owned subsidiary, SeaStar Medical, Inc. All significant intercompany transactions have been eliminated in consolidation. |
Segment information | Segment information The Company operates in one operating segment and, accordingly, no segment disclosures have been presented herein. |
Use of Estimates | Use of Estimates The preparation of the unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the period. Significant estimates include the valuation of the forward option on prepaid forward contracts, derivative liability, warrants, provision for income taxes, convertible debt measured at fair value, and the amount of stock-based compensation expense. Although actual results could differ from those estimates, such estimates are developed based on the best information available to management and management's best judgments at the time. |
Concentrations of credit risk | 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. The Company has not experienced any losses on deposits since inception. |
Fair Value Option of Accounting | Fair value option of accounting Generally, when financial instruments are first acquired and are not required to be recorded at fair value, ASC 825, Financial Instruments (“ASC 825”), 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 concluded that its convertible notes (see Note 7) were eligible for the FVO and accordingly elected the FVO for those debt instruments. This election was made because of operational efficiencies in valuing and reporting for these debt instruments at fair value in their entirety at each reporting date. The convertible notes contain certain embedded derivatives that otherwise would require bifurcation and separate accounting at fair value. The convertible notes, inclusive of their respective accrued interest at the stated interest rates (collectively referred to as the “FVO debt instruments”) were initially recorded at fair value as liabilities on the consolidated balance sheets and subsequently re-measured at fair value at the end of each reporting period presented within the consolidated financial statements. The changes in fair value of the FVO debt instruments are recorded in changes in fair value of convertible notes, included as a component of other income (expense), net, in the consolidated statements of operations. |
Fair value measurements | Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Inputs used to measure fair value are classified into the following hierarchy: Level 1 – quoted prices in active markets for identical assets and liabilities. Level 2 – other significant observable inputs (including quoted prices for similar assets and liabilities, interest rate, credit risk, etc.). Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of assets and liabilities). The fair value of the forward option on prepaid forward contracts, convertible notes, and the warrants liability, are classified as Level 3 in the fair value hierarchy. 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 three months ended March 31, 2023 and 2022 (in thousands): Forward Option- Prepaid Notes Payable Level 3 Rollforward Forward Contracts Convertible Notes (1) Warrants Liability Derivative Liability Balance January 1, 2022 $ — $ — $ — $ ( 526 ) Additions — — — ( 52 ) Changes in fair value — — — ( 23 ) Balance March 31, 2022 $ — $ — $ — $ ( 601 ) Balance January 1, 2023 $ 1,729 $ — $ — $ — Additions — 2,500 500 — Sale of recycled shares ( 564 ) — — — Principal payments — ( 10 ) — — Changes in fair value ( 1,654 ) ( 100 ) — — Balance March 31, 2023 $ ( 489 ) $ 2,390 $ 500 $ — (1) Elected the fair value option of accounting as discussed in Note 2. The convertible notes are recorded as liabilities and are recorded at fair value based on Level 3 measurements. The estimated fair values of the convertible notes are each determined based on the aggregated, probability-weighted average of the outcomes of certain possible scenarios. The combined value of the probability-weighted average of those outcomes is then discounted back to each reporting period in which the convertible notes are outstanding, in each case, based on a risk-adjusted discount rate estimated based on the implied interest rate using the changes in observed interest rates of corporate rate debt that the Company believes is appropriate for those probability-adjusted cash flows. The estimated fair value of prepaid expenses, accounts payable and accrued expenses approximate their fair value because of the short-term nature of these instruments. |
Emerging growth company status | 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Changes in Forward Option and Convertible Notes Derivative Liability | Forward Option- Prepaid Notes Payable Level 3 Rollforward Forward Contracts Convertible Notes (1) Warrants Liability Derivative Liability Balance January 1, 2022 $ — $ — $ — $ ( 526 ) Additions — — — ( 52 ) Changes in fair value — — — ( 23 ) Balance March 31, 2022 $ — $ — $ — $ ( 601 ) Balance January 1, 2023 $ 1,729 $ — $ — $ — Additions — 2,500 500 — Sale of recycled shares ( 564 ) — — — Principal payments — ( 10 ) — — Changes in fair value ( 1,654 ) ( 100 ) — — Balance March 31, 2023 $ ( 489 ) $ 2,390 $ 500 $ — (1) Elected the fair value option of accounting as discussed in Note 2. The convertible notes are recorded as liabilities and are recorded at fair value based on Level 3 measurements. The estimated fair values of the convertible notes are each determined based on the aggregated, probability-weighted average of the outcomes of certain possible scenarios. The combined value of the probability-weighted average of those outcomes is then discounted back to each reporting period in which the convertible notes are outstanding, in each case, based on a risk-adjusted discount rate estimated based on the implied interest rate using the changes in observed interest rates of corporate rate debt that the Company believes is appropriate for those probability-adjusted cash flows. |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Liabilities, Current [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consisted of the following: ($ in thousands) March 31, December 31, Accrued commitment fee, equity line of credit $ — $ 1,500 Accrued bonus 621 450 Accrued research and development 212 18 Accrued settlement 200 — Accrued director remuneration 157 61 Accrued legal 137 80 Accrued extension consideration to notes payable 100 — Accrued interest 33 112 Accrued other 71 24 Total accrued expenses $ 1,531 $ 2,245 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Payable [Abstract] | |
Summary of Notes Payable | Notes payable consisted of the following: ($ in thousands) March 31, December 31, LMFA notes payable $ 443 $ 968 LMFAO note payable 1,758 2,785 Maxim note payable 3,640 4,167 Insurance financing 493 910 Unamortized deferred financing costs ( 96 ) — 6,238 8,830 Less current portion ( 493 ) ( 1,178 ) $ 5,745 $ 7,652 |
Schedule of Future Maturities of Principal Repayment of Convertible Notes | Future maturities of principal repayment of the notes payable as of March 31, 2023 are as follows: ($ in thousands) Years ended December 31: 2023 (remaining) $ 493 2024 5,841 $ 6,334 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Future Maturities of Principal Repayment of First Convertible Notes | Future maturities of principal repayment of the First Convertible Note as of March 31, 2023 are as follows: ($ in thousands) Years ended December 31: 2023 (remaining) $ 1,947 2024 1,304 $ 3,251 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrants Outstanding | The Company has the following warrants outstanding: March 31, December 31, 2023 2022 Public Stockholders' Warrants 10,350,000 10,350,000 Private Placement Warrants 5,738,000 5,738,000 PIPE Investor Warrants 700,000 700,000 Convertible Note Warrants 328,352 — SeaStar Warrants 69,714 69,714 17,186,066 16,857,714 |
Common Stock (Tables)
Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Based Compensation Expense | The following represents stock-based compensation expense in the company’s unaudited consolidated statements of operations for the three months ended March 31: ($ in thousands) 2023 2022 Research and development $ 39 $ — General and administrative 466 4 Total $ 505 $ 4 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Weighted-Average Outstanding Shares | The following weighted-average outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive: Three Months Ended March 31: 2023 2022 Public Stockholders' warrants 10,350,000 — Private Placement warrants 5,738,000 — PIPE Investor warrants 700,000 — Convertible Note warrants 328,352 SeaStar warrants 69,714 69,714 Options to purchase common stock 244,792 332,544 Restricted stock units 298,389 — Total 17,729,247 402,258 |
Summary of Weighted Average Shares Outstanding for Basic and Diluted Net Loss Per Share | As the Business Combination and related transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issued in connection with the Business Combination have been outstanding for the entire period presented. The calculation of weighted average shares outstanding for basic and diluted net loss per share for the three months ended March 31, 2022 has been retroactively restated to give effect to the Business Combination. Three Months Ended March 31: 2023 2022 Net loss $ ( 5,262 ) $ ( 1,004 ) Weighted average shares outstanding - basic and diluted 13,025,852 7,238,767 Basic and diluted net loss per share $ ( 0.40 ) $ ( 0.14 ) |
Description of Business - Addit
Description of Business - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 104,587 | $ 99,325 |
Cash | $ 725 | $ 47 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Changes in Forward Option and Convertible Notes Derivative Liability (Detail) - Level 3 [Member] - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Forward Option On Prepaid Forward Contracts [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance | $ 1,729 | $ 0 | |
Additions | $ 0 | $ 0 | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | |
Sale of recycled shares | $ (564) | ||
Principal payments | $ 0 | ||
Changes in fair value | (1,654) | 0 | |
Balance | (489) | 0 | |
Convertible Notes [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance | [1] | 0 | 0 |
Additions | [1] | 2,500 | 0 |
Sale of recycled shares | [1] | 0 | |
Principal payments | [1] | 10 | |
Changes in fair value | [1] | (100) | 0 |
Balance | [1] | 2,390 | 0 |
Warrants Liability [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance | 0 | 0 | |
Additions | 500 | 0 | |
Sale of recycled shares | 0 | ||
Principal payments | 0 | ||
Changes in fair value | 0 | 0 | |
Balance | 500 | 0 | |
Notes Payable Derivative Liability [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Principal payments | 0 | ||
Balance | 0 | (526) | |
Additions | 0 | (52) | |
Sale of recycled shares | 0 | ||
Changes in fair value | 0 | (23) | |
Balance | $ 0 | $ (601) | |
[1] Elected the fair value option of accounting as discussed in Note 2. |
Forward Purchase Agreements - A
Forward Purchase Agreements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds from sale of recycled shares | $ 1,870 | $ 0 | |
Change in fair value of forward option | 1,654 | $ 0 | |
Forward option-prepaid forward contracts, net | $ 489 | $ 0 | |
Forward Purchase Agreements [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Sale of recycled shares | 374,005 | ||
Proceeds from sale of recycled shares | $ 1,870 | ||
Proceeds from gain of recycled shares | $ 1,306 | ||
Remaining recycled shares | 773,400 | ||
Change in fair value of forward option | $ 1,654 | ||
Forward option-prepaid forward contracts, net | $ 489 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities, Current [Abstract] | ||
Accrued commitment fee, equity line of credit | $ 0 | $ 1,500 |
Accrued bonus | 621 | 450 |
Accrued research and development | 212 | 18 |
Accrued director remuneration | 157 | 61 |
Accrued settlement | 200 | |
Accrued legal | 137 | 80 |
Accrued extension consideration to notes payable holders | 100 | 0 |
Accrued interest | 33 | 112 |
Accrued other | 71 | 24 |
Total accrued expenses | $ 1,531 | $ 2,245 |
Equity Line of Credit - Additio
Equity Line of Credit - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | ||
Class of Stock [Line Items] | |||
Common stock, value | $ 1 | $ 1 | |
Equity line financing arrangement, value of shares sold | 1,108 | ||
Amount available to draw | 98,892 | ||
Cash [Member] | |||
Class of Stock [Line Items] | |||
Long-term purchase commitment, amount | 500 | ||
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Long-term purchase commitment, amount | $ 1,000 | ||
Commitment fee, equity line financing, shares issued | [1] | 218,842 | |
Equity line financing arrangement, shares sold | [1] | 378,006 | |
Accrued Expense [Member] | |||
Class of Stock [Line Items] | |||
Long-term purchase commitment, amount | $ 1,500 | ||
Tumim Stone Capital [Member] | |||
Class of Stock [Line Items] | |||
Equity line financing arrangement, shares sold | 378,006 | ||
Equity line financing arrangement, value of shares sold | $ 1,108 | ||
[1] Retroactively restated to give effect to the reverse recapitalization |
Notes Payable - Summary of Note
Notes Payable - Summary of Notes payable (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Notes Payable [Line Items] | ||
Unamortized deferred financing costs | $ (96) | |
Total Notes payable | 6,238 | $ 8,830 |
Less current portion | (493) | (1,178) |
Total | 5,745 | 7,652 |
LMFA Note Payable [Member] | ||
Notes Payable [Line Items] | ||
Notes payable, gross | 443 | 968 |
LMFAO Note Payable [Member] | ||
Notes Payable [Line Items] | ||
Notes payable, gross | 1,758 | 2,785 |
Maxim Note Payable [Member] | ||
Notes Payable [Line Items] | ||
Notes payable, gross | 3,640 | 4,167 |
Insurance Financing [Member] | ||
Notes Payable [Line Items] | ||
Notes payable, gross | $ 493 | $ 910 |
Notes Payable - Future Maturiti
Notes Payable - Future Maturities of Principal Repayment of Convertible Notes (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Notes Payable [Abstract] | |
2023 (remaining) | $ 493 |
2024 | 5,841 |
Total | $ 6,334 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 15, 2023 | |
Notes Payable [Line Items] | |||
Amortization of debt discounts | $ 0 | $ 109 | |
Lmfa Notes, Lmfao Note and Maxim Note [Member] | |||
Notes Payable [Line Items] | |||
Debt instrument extended maturity date | Jun. 15, 2024 | ||
Debt instrument, face amount | $ 100 | ||
Deferred financing costs | $ 100 | ||
Amortization of deferred financing costs | $ 4 |
Notes Payable - LMFA Note Payab
Notes Payable - LMFA Note Payable - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Mar. 13, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Notes Payable [Line Items] | ||||
Cash proceeds | $ 100,000 | $ 284,000 | ||
LMFA Note Payable [Member] | ||||
Notes Payable [Line Items] | ||||
Debt instrument, face amount | $ 100,000 | |||
Debt instrument, interest rate | 7% | |||
Notes payable, gross | 443,000 | $ 968,000 | ||
Interest expense | $ 12,000 | |||
Line of credit facility, expiration date | Jun. 15, 2024 | |||
Promissory note prepayment penalty | $ 0 | |||
Loan repaid date | Mar. 24, 2023 | |||
LMFA Note Payable [Member] | Interest Bearing Note [Member] | ||||
Notes Payable [Line Items] | ||||
Notes payable, gross | 700,000 | |||
LMFA Note Payable [Member] | Noninterest Bearing Note [Member] | ||||
Notes Payable [Line Items] | ||||
Notes payable, gross | $ 268,000 |
Notes Payable - LMFAO Note Paya
Notes Payable - LMFAO Note Payable - Additional Information (Details) - LMFAO Note Payable [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Notes Payable [Line Items] | ||
Debt instrument, maturity date | Jun. 15, 2024 | |
Notes payable, gross | $ 1,758 | $ 2,785 |
Interest expense | $ 43 |
Notes Payable - MAXIM Note Paya
Notes Payable - MAXIM Note Payable - Additional Information (Details) - Maxim Note [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Notes Payable LineItems | ||
Line of credit facility, expiration date | Jun. 15, 2024 | |
Notes payable, gross | $ 3,640 | $ 4,167 |
Interest expense | $ 67 |
Notes Payable - Insurance Finan
Notes Payable - Insurance Financing - Additional Information (Details) - Insurance Financing [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Notes Payable [Line Items] | ||
Payments of principal and interest | $ 101 | |
Frequency of principal and interest payments | monthly | |
Payment terms | five monthly installments of $101, consisting of principal and interest remain | |
Notes payable, gross | $ 493 | $ 910 |
Interest expense | $ 11 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 15, 2023 | Mar. 31, 2023 | |
3i Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 3,261 | |
Conversion of stock, shares converted | 328,352 | |
3i Notes [Member] | Common Stock [Member] | ||
Debt Instrument [Line Items] | ||
Conversion of stock, shares converted | 1,207,729,000 | |
Debt instrument convertible conversion price | $ 2.70 | |
Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Change in fair value of convertible note | $ 861 | |
Long term debt non current | 2,390 | |
First convertible notes | $ 3,251 | |
Senior Unsecured Convertible Notes [Member] | 3i Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 9,000 | |
Discount of senior unsecured convertible note issued | 8% | |
Interest rate of senior unsecured convertible note issued | 7% | |
Debt instrument, maturity date | Jun. 15, 2024 |
Convertible Notes - Future Matu
Convertible Notes - Future Maturities of Principal Repayment of First Convertible Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total | $ 5,745 | $ 7,652 |
Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
2023 (remaining) | 1,947 | |
2024 | 1,304 | |
Total | $ 3,251 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) | Mar. 31, 2023 | Mar. 15, 2023 | Dec. 31, 2022 |
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | $ 17,186,066 | $ 16,857,714 | |
Common stock, shares issued | 13,296,516 | 12,699,668 | |
Common stock, value | $ 1,000 | $ 1,000 | |
Warrant to purchase common stock, par value | $ 0.0001 | $ 0.0001 | |
SeaStar Medical Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | $ 69,714 | $ 69,714 | |
Public Stockholders Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 10,350,000 | 10,350,000 | |
Private Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 5,738,000 | 5,738,000 | |
PIPE Investor Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 700,000 | 700,000 | |
Convertible Note Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | $ 328,352 | $ 328,352 | $ 0 |
Class of warrant or right exercise price | $ 2.97 | ||
Warrants expire term | 5 years | ||
Issuance of convertible notes | $ 500,000 |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants Outstanding (Details) - USD ($) | Mar. 31, 2023 | Mar. 15, 2023 | Dec. 31, 2022 |
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | $ 17,186,066 | $ 16,857,714 | |
SeaStar Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 69,714 | 69,714 | |
Public Stockholders Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 10,350,000 | 10,350,000 | |
Private Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 5,738,000 | 5,738,000 | |
PIPE Investor Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 700,000 | 700,000 | |
Convertible Note Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | $ 328,352 | $ 328,352 | $ 0 |
Common Stock - Schedule of Stoc
Common Stock - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 505 | $ 4 |
Research and Development [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 39 | |
General and Administrative [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 466 | $ 4 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||
Jan. 03, 2023 | Dec. 27, 2022 | Nov. 30, 2023 | Sep. 30, 2023 | Jul. 31, 2023 | May 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Loss Contingencies [Line Items] | ||||||||
Legal settlement in accrued expenses | $ 200 | |||||||
Rent expense | 8 | $ 8 | ||||||
Upfront payment liability | $ 100 | |||||||
Scenario Forecast [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Litigation settlement expense | $ 50 | $ 50 | $ 50 | $ 50 | ||||
License and Distribution Agreement [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Proceeds from upfront payment | $ 100 | |||||||
Nonrefundable upfront payment | $ 100 | |||||||
Proceeds from milestone payment to be received | $ 450 | |||||||
Agreement term | 3 years | |||||||
F D A Approval [Member] | License and Distribution Agreement [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Proceeds from milestone payment to be received | $ 350 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Weighted-Average Outstanding Shares (Detail) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 17,729,247 | 402,258 |
Public Stockholders Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 10,350,000 | 0 |
Private Placement Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 5,738,000 | 0 |
PIPE Investor Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 700,000 | 0 |
Convertible Note Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 328,352 | |
SeaStar Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 69,714 | 69,714 |
Options to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 244,792 | 332,544 |
Restricted stock units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 298,389 | 0 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Earnings Per Share Basic And Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Earnings Per Share [Abstract] | |||
Net loss | $ (5,262) | $ (1,004) | |
Weighted-average shares outstanding - basic | [1] | 13,025,852 | 7,238,767 |
Basic net loss per share | $ (0.40) | $ (0.14) | |
Weighted-average shares outstanding - diluted | [1] | 13,025,852 | 7,238,767 |
Diluted net loss per share | $ (0.40) | $ (0.14) | |
[1] Retrospectively restated to give effect to the reverse recapitalization |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | May 15, 2023 | May 12, 2023 | Apr. 03, 2023 | Mar. 15, 2023 |
Convertible Note Warrants [Member] | ||||
Subsequent Event [Line Items] | ||||
Class of warrant or right exercise price | $ 2.97 | |||
Warrants expire term | 5 years | |||
Subsequent Event [Member] | Convertible Note Warrants [Member] | ||||
Subsequent Event [Line Items] | ||||
Class of warrant or right exercise price | $ 2.97 | |||
Warrants expire term | 5 years | |||
First Convertible Note [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Principal payment | $ 217 | |||
Interest payment | $ 19 | |||
Debt conversion, original debt amount | $ 140 | |||
Debt conversion, accrued interest, amount | $ 10 | |||
First Convertible Note [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt conversion, converted instrument, shares issued | 123,104 | |||
Second Convertible Note [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt conversion, original debt amount | $ 2,174 | |||
Conversion of stock, shares converted | 218,901 | |||
Discount of senior unsecured convertible note issued | 8% | |||
Interest rate of senior unsecured convertible note issued | 7% | |||
Debt instrument, maturity date | Aug. 12, 2024 | |||
Second Convertible Note [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt conversion, converted instrument, shares issued | 805,153 | |||
Debt instrument convertible conversion price | $ 2.70 |