Investments | Note 5. Investments Marketable Securities Our marketable equity securities are publicly traded stocks measured at fair value using quoted prices for identical assets in active markets and classified as Level 1 within the fair value hierarchy. Marketable equity securities as of March 31, 2023 and December 31, 2022 are as follows: Cost Cost of Shares Sold Gross Unrealized Gain (Loss) Fair Value Marketable equity securities, March 31, 2023 $ 4,290 $ - $ 5,790 $ 10,080 Marketable equity securities, December 31, 2022 $ 2,976,933 $ ( 2,915,813 ) $ ( 56,830 ) $ 4,290 The Company sold 4,895,894 shares of Borqs for approximately $ 1.4 million and realized a loss of approximately $ 395 thousand during the Three Months ended March 31, 2022. Short-term Investments – convertible debt securities Short-term investments consist of a convertible debt investment. The Company entered into an agreement with BORQS Technologies Inc. (“Borqs”) (Nasdaq: BRQS) in February 2021 under which the Company agreed to purchase Senior Secured Convertible Promissory Notes (“Notes”) of Borqs up to an aggregate principal amount of $ 5 million. The Company’s purchase of the Notes was a part of a larger transaction in which an aggregate of $ 20 million in Notes were sold by Borqs in a private transaction to several institutional and individual investors, including the Company. The Notes became due in February 2023 , had an annual interest rate of 8 %, were convertible into ordinary shares of Borqs at a 10 % discount from the market price, and had 90 % warrant coverage (with the warrants exercisable at 110 % of the conversion price). The Company received 2,922,078 warrants which had a nominal value on the grant date. One-third of the Notes ($ 1,666,667 ) were funded by the Company at the execution of definitive agreements for the transaction, and two-thirds of the Notes ($ 3,333,333 ) were purchased and funded upon the satisfaction of certain conditions, including effectiveness of a registration statement that was deemed effective on May 3, 2021. The Company completed this funding on May 6, 2021. The Company sold 4,895,894 shares during the Three Months ended March 31, 2022 which resulted in a realized loss of $ 395 thousand which was reflected in Marketable Securities. The remaining principal amount of the Notes plus accrued interest ($ 965,096 ) were convertible into common shares of Borqs at a conversion price of $ 0.25 per share or 3,863,200 shares. As of March 31, 2022, the re-measurement resulted in an unrealized gain of approximately $ 288,320 and is included within “Unrealized gain on convertible debt security” in the consolidated statements of operations. Short-term investments in convertible debt securities consist of the following: March 31, 2023 December 31, 2022 March 31, 2022 Convertible note $ - $ - $ 845,424 End of period $ - $ - $ 845,424 March 31, 2023 March 31, 2022 Beginning of year $ - $ 539,351 Investment in convertible debt security - - Accrued interest income on convertible debt security - 17,753 Convertible debt and interest converted into marketable shares - - Unrealized gain on convertible debt security - 288,320 End of period $ - $ 845,424 Long-term Investments Long-term investments held to maturity in debt securities consist of the following: Note receivable - LMFAO and SeaStar Medical On February 1, 2022, LMAO issued an unsecured promissory note to LMFAO Sponsor LLC, pursuant to which LMAO may borrow up to an aggregate principal amount of $ 500,000 to be used for a portion of LMAO’s expenses. As of March 31, 2022, LMAO had drawn down $310,000 under the promissory note with LMFAO Sponsor LLC to pay for offering expenses. On July 28, 2022 (effective as of June 30, 2022), the aggregate principal limit was increased to $ 1,750,000 . The loan was non-interest bearing, unsecured and due at the earlier of the 24-month anniversary of LMAO’s initial public offering or the closing of its initial business combination. On April 21, 2022, LMAO entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among LMAO, LMF Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of LMAO (“Merger Sub”), and SeaStar Medical, Inc., a Delaware corporation (“SeaStar Medical”). On July 29, 2022, LMAO issued a press release announcing that its board of directors elected to extend the date by which LMAO has to consummate a business combination from July 29, 2022 to October 29, 2022 (the “Extension”), as permitted under LMAO’s Amended and Restated Certificate of Incorporation. In connection with the Extension, LMFAO Sponsor deposited an aggregate of $ 1,035,000 (representing $ 0.10 per public share of LMAO) into LMAO’s trust account on July 29, 2022. This deposit was made in respect of a non-interest bearing loan to LMAO (the “Extension Loan”). On October 28, 2022, LMAO through the Sponsor, consummated the previously announced business combination transaction (the “LMAO Business Combination”) contemplated by the Merger Agreement. Pursuant to the Merger Agreement, upon the closing of the LMAO Business Combination, SeaStar Medical was merged with and into Merger Sub, with SeaStar Medical continuing as the surviving entity in the merger as a wholly-owned subsidiary of LMAO and with LMAO subsequently changing its name in connection with the merger to SeaStar Medical Holding Corporation (“SMHC”). In connection with the closing of the LMAO Business Combination, on October 28, 2022, Sponsor and SMHC amended, restated, and consolidated (i) the original Promissory Note, dated July 29, 2022, issued by LMAO to Sponsor in the principal amount of $ 1,035,000 and (ii) the original Amended and Restated Promissory Note, effecti ve June 30, 2022, issued by LMAO to Sponsor in the principal amount of $ 1,750,000 (collectively, the “Original Sponsor Notes”), by entering into one consolidated amended and restated promissory note with an aggregate principal amount of $ 2,785,000 (the “Amended Sponsor Note”). During the Three Months ended March 31, 2023, approximately $ 1,104 thousand of repayments were received from Seastar for the Amended Sponsor Note. As of March 31, 2023 and December 31, 2022, there was $ 1,681 thousand and $ 2,785 thousand of principal, respectively and $ 79 thousand and $ 35 thousand of accrued interest, respectively, on the Amended Sponsor Note included in "Notes receivable from Seastar Medical Holding Corporation" on the consolidated balance sheets. On September 9, 2022, the Company entered into a Credit Agreement with SeaStar Medical pursuant to which the Company agreed to make advances to SeaStar Medical of up to $ 700,000 for general corporate purposes at an interest rate equal to 15 % per annum. All advances made to SeaStar Medical under the Credit Agreement ("Original LMFA Note) and accrued interest were due and payable to LMFA on the maturity date. The agreement was modified on October 28, 2022 to r educe the interest rate to 7 % per annum and the maturity date of the loan to October 30, 2023 ("amended LMFA Note"). As of Dec ember 31, 2022, SeaStar Medical had borrowed $ 700,000 under the amended LMFA Note. During the Three Months ended March 31, 2023, approximately $ 273 thousand of repayments were received from Seastar for the Amended LMFA Note. As of March 31, 2023 and December 31, 2022, there was $ 427 thousand and $ 700 thousand of principal, respectively, and $ 30 thousand and $ 19 thousand of accrued interest, respectively, on the amended LMFA Note in "Notes receivable from Seastar Medical Holding Corporation" included in the consolidated balance sheets. The Amended Sponsor Note and the Amended LMFA Note (collectively, the “Notes”) extended the maturity date of the Original Sponsor Notes and Original LMFA Note, respectively, from the closing date of the Business Combination to October 30, 2023 , subject to mandatory prepayments equal to a specified percentage of funds raised by SMHC prior to maturity. The Notes both bear interest at a per annum rate equal to seven percent ( 7 %), simple interest, and pursuant to Security Agreements entered into by the parties (the “Security Agreements”), are secured by all of the assets of SMHC and SeaStar Medical (excluding certain intellectual property rights). On March 15, 2023, the Company extended the due date of the notes to June 15, 2024 as part of an agreement to allow SeaStar Medical to incur certain debt to accelerate the partial repayment of part of this loan. On November 2, 2022 the Company advanced $ 268 thousand to SeaStar Medical for working capital needs, which was repaid on January 18, 2023. As of March 31, 2023 and December 31, 2022 there was nil and $ 268 thousand of the advance included in "Notes receivable from Seastar Medical Holding Corporation (formerly LMAO)" on the consolidated balance sheets. As of March 31, 2023 and December 31, 2022 there was also approximately nil and $ 12 thousand in amounts payable from the Company to Seastar Medical included in "Due to related parties" on the consolidated balance sheets. March 31, 2023 December 31, 2022 March 31, 2022 Notes receivable from Seastar Medical Holding Corporation (formerly LMAO) $ 2,216,649 $ 3,807,749 $ 310,000 End of period $ 2,216,649 $ 3,807,749 $ 310,000 March 31, 2023 March 31, 2022 Beginning of year $ 3,807,749 $ - Investment (repayment) in Seastar Medical Holding Corporation notes receivable (formerly LMAO) ( 1,644,834 ) 310,000 Accrued interest income 53,734 - End of period $ 2,216,649 $ 310,000 Symbiont.IO The Company entered into a secured promissory note and loan agreement with Symbiont.IO, Inc. (“Symbiont”) on December 1, 2021 under which the Company loaned Symbiont an aggregate principal amount of $ 2 million. The outstanding principal amount under the note bears interest at a rate of 16 % per annum. The outstanding principal, plus any accrued and unpaid interest, became due and payable on December 1, 2022 but has not been paid to date. The Symbiont note is secured by a first priority perfected security interest in the assets of Symbiont. Symbiont filed for bankruptcy on December 1, 2022. Symbiont agreed to assign a Chief Restructuring Officer on April 18, 2023 to facilitate the sale of all of its assets. On May 2, 2023, we entered a credit bid of approximately $ 2.6 million to acquire substantially all of the assets of Symbiont for $ 2.6 million in a sale under Section 363 of the Bankruptcy Code. A $ 1.1 million loss allowance was recorded against the Symbiont debt security for the year ended December 31, 2022. As of March 31, 2023 and December 31, 2022, there was $ 347 thousand of accrued interest on the Symbiont security and $ 55 thousand of accrued reimbursement of legal fees incurred by the Company included in "Long-term investments - debt security". As part of the loan to Symbiont in December 2021, the Company received 700,000 warrants to purchase shares of Symbiont common stock. Each warrant is immediately exercisable at a purchase price of $ 3.0642 per share of common stock, subject to adjustment in certain circumstances, and will expire on December 1, 2026 . The Company determined the warrants to have a nominal value due to lack of marketability and Symbionts filing of bankruptcy in December 2022. March 31, 2023 December 31, 2022 March 31, 2022 Symbiont.IO Note Receivable $ 1,350,000 $ 1,350,000 $ 2,106,082 End of period $ 1,350,000 $ 1,350,000 $ 2,106,082 March 31, 2023 March 31, 2022 Beginning of year $ 1,350,000 $ 2,027,178 Accrued interest income on debt securities - 78,904 Accrued recovery of legal fees - - Allowance for losses on debt security - - End of period $ 1,350,000 $ 2,106,082 LMF Acquisition Opportunities Inc. and SeaStar Medical - Warrants Pursuant to the Merger Agreement, the 5,738,000 private placement warrants of LMAO held by Sponsor automatically converted into 5,738,000 warrants of SeaStar on a one-for-one basis at the time of the LMAO business combination and are subject to certain transfer restrictions (the "Private Placement Warrants"). The fair value of the Private Placement Warrants is classified as Level 3 in the fair value hierarchy as the calculation is dependent upon company specific adjustments to the observable trading price of SeaStar (formerly LMAO) public warrants for lack of marketability. Subsequent changes in fair value will be recorded in the income statement during the period of the change. During the Three Months ended March 31, 2023 and 2022, our re-measurement resulted in an unrealized loss of $ 26 thousand and $ 1.0 million, respectively and is included within "Unrealized gain (loss) on investment and equity securities" within our consolidated statements of operations. Long-term investments for the SeaStar (formerly LMAO) warrants consist of the following: March 31, 2023 December 31, 2022 March 31, 2022 Seastar Medical Holding Corporation (formerly LMAO) warrants $ 437,924 $ 464,778 $ 949,754 End of period $ 437,924 $ 464,778 $ 949,754 March 31, 2023 March 31, 2022 Beginning of year $ 464,778 $ 1,973,413 Investments in equity securities - - Unrealized loss on equity securities ( 26,854 ) ( 1,023,659 ) End of period $ 437,924 $ 949,754 LMF Acquisition Opportunities Inc. and SeaStar Medical - Common Stock Pursuant to the Merger Agreement, the 2,587,500 shares of Class B common stock of LMAO held by Sponsor automatically converted into 2,587,500 shares of LMAO’s Class A common stock on a one-for-one basis and the Class A Common Stock and Class B Common Stock of LMAO was reclassified as Common Stock of SMHC at the time of the LMAO business combination and are subject to certain transfer restrictions. As of March 31, 2023, Sponsor holds 2,587,500 shares, or approximately 20 % of the total common shares of SMHC, along with 5,738,000 private placement warrants. Taking into consideration the approximately 30 % minority interest in Sponsor, the percentage of ownership in the total common shares of SMHC that is attributable to the Company is approximately 14 %. Our investment in SeaStar (formerly LMAO) common stock qualifies for equity-method accounting, for which we have elected the fair value option which requires the Company to remeasure our retained interest in SeaStar (formerly LMAO) at fair value and include any resulting adjustments as part of a gain or loss on investment. Prior to the closing of the LMAO business combination, the calculation of fair value of our retained interest in LMAO included company-specific adjustments applied to the observable trading price of LMAO’s Class A common stock related risk of forfeiture should LMAO not consummate a business combination. Subsequent to the LMAO business combination, the fair value calculation related to our retained interest in SeaStar is based upon the observable trading price of Seastar's Class A common stock. As part of the merger, Sponsor agreed that it will not transfer its shares of Seastar common stock until the date that is the earlier of (1) the twelve month anniversary of the closing of the merger and (2) the last sale price of the Common Stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the close of the merger. As a result of the remeasurement of our retained interest in SeaStar (formerly LMAO), we recognized an unrealized loss on securities of $ 5,796 thousand and an unrealized gain on securities of $ 37 thousand for the Three Months ended March 31, 2023 and 2022, respectively, within our consolidated statements of operations. Long-term investments for the SeaStar (formerly LMAO) common stock consist of the following: March 31, 2023 December 31, 2022 March 31, 2022 Seastar Medical Holding Corporation common stock $ 4,812,750 $ 10,608,750 $ - Investment in unconsolidated affiliate - - 4,713,390 End of period $ 4,812,750 $ 10,608,750 $ 4,713,390 March 31, 2023 March 31, 2022 Beginning of year $ 10,608,750 $ 4,676,130 Unrealized gain (loss) on equity investment ( 5,796,000 ) 37,260 End of period $ 4,812,750 $ 4,713,390 |