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 December 31, 2023 and December 31, 2022 are as follows: Cost Cost of Shares Sold Gross Unrealized Gain (Loss) Fair Value Marketable equity securities, December 31, 2023 $ 743,906 $ ( 739,616 ) $ 13,570 $ 17,860 Marketable equity securities, December 31, 2022 $ 2,976,933 $ ( 2,915,813 ) $ ( 56,830 ) $ 4,290 During the year ended December 31, 2023 and 2022, the Company sold nil shares and 8,759,094 shares, respectively, of Borqs shares for approximately nil and $ 2.3 million, respectively. The Company realized a net loss of $ 0 thousand and $ 350 thousand related to the sale of marketable securities for the years ended December 31, 2023 and 2022, respectively. The net loss is included within "Realized gain (loss) on securities" within our consolidated statements of operations. Short-term Investments – convertible debt securities 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 sold 4,895,894 of Borqs shares during the first quarter of 2022 which resulted in a realized loss of $ 395 thousand which is reflected in ‘ Realized gain (loss) on securities ’ in the Consolidated Statements of Operations for the year ended December 31, 2022. The remaining principal amount of the Notes plus accrued interest through the date of conversion ($ 965,096 ) was converted into common shares of Borqs at a conversion price of $ 0.25 per share or 3,863,200 shares. A gain of approximately $ 288 thousand was recognized on the conversion of the convertible debt to common shares and is included within “Realized gain on convertible debt securities” in the Consolidated Statements of Operations for the year ended December 31, 2022. Subsequent to the conversion, the 3,863,200 shares were sold which resulted in a realized gain of $ 45 thousand which is included within "Realized gain on securities" in the Consolidated Statements of Operations for the year ended December 31, 2022. December 31, 2023 December 31, 2022 Convertible note $ - $ - End of period $ - $ - December 31, 2023 December 31, 2022 Beginning of year $ - $ 539,351 Accrued interest income on convertible debt security - 17,753 Convertible debt and interest converted into marketable shares - ( 844,882 ) Realized gain on conversion into marketable shares - 287,778 End of period $ - $ - Notes receivable from Seastar Medical Holding Corporation. LMFAO and SeaStar Medical On February 1, 2022, LMAO issued an unsecured promissory note to LMFAO Sponsor LLC ("Sponsor"), 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 September 30, 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 September 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, effective 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 pr omissory note with an aggregate principal amount of $ 2,785,000 (the “Amended Sponsor Note”). As of December 31, 2023, there was $ 1,127 thousand of principal and $ 13 thousand of accrued interest and as of December 31, 2022, there was $ 2,785 thousand of principal and $ 35 thousand of accrued interest on the Amended Sponsor Note included in Short-term investments – "Note 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 reduce the interest rate to 7 % per annum and the maturity date of the loan to October 30, 2023 ("amended LMFA Note"). During the year ended December 31, 2022, $ 700 thousand was loaned to Seastar Medical under the Credit Agreement. During the year ended December 31, 2023, repayments of approximately $ 529 thousand of principal was received from Seastar and approximately $ 125 thousand was loaned to Seastar Medical under the Credit Agreement. A s of December 31, 2023 there was $ 296 thousand of principal and $ 3 thousand of accrued interest in Long-term investments – "Notes receivable from Seastar Medical Holding Corporation" and as of December 31, 2022 there was $ 700 thousand of principal and $ 19 thousand of accrued interest on the amended LMFA Note in Short-term investments – "Notes receivable from Seastar Medical Holding Corporation." on 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). During 2023 the Company entered into a series of amendments to the Notes which extended the maturity date of the Notes to June 10, 2025 as part of agreements that allowed Seastar Medical to incur certain debt to accelerate the partial repayment of the Notes. Due to the extension of the maturity date, the Notes were included in long-term investments – “Notes receivable from Seastar Medical Holding Corporation” as of December 31, 2023 on the consolidated balance sheets. 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 December 31, 2023 and 2022 there was nil and $ 268 thousand of the advance included in "Notes receivable from Seastar Medical Holding Corporation" on the consolidated balance sheets. As of December 31, 2023 and 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. December 31, 2023 December 31, 2022 Notes receivable from Seastar Medical Holding Corporation $ 1,440,498 $ 3,807,749 End of period $ 1,440,498 $ 3,807,749 December 31, 2023 December 31, 2022 Beginning of year $ 3,807,749 $ - Investment in Seastar Medical Holding Corporation notes receivable 125,000 3,753,090 Repayment of Seastar Medical Holding Corporation notes receivable ( 2,651,943 ) - Accrued interest income 159,692 54,659 End of period $ 1,440,498 $ 3,807,749 Long-term investments 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 agreed to lend Symbiont an aggregate principal amount of up to $ 3.0 million, of which $ 2.0 million was drawn. 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. 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. On January 13, 2023 Symbiont entered into a stipulation agreement with LMF confirming their intent and ability to pay all amounts owed to LMFA under the previously filed motion, in addition to interest and legal fees accrued through the payoff date of January 24, 2023. There was approximately $ 0.3 million of cash collected since December 2022 into a Symbiont bank account which would provide the funds necessary to partially repay the amounts owed to the Company in full. We anticipated acquiring substantially all of the assets of Symbiont for $ 2.4 million. A $ 1.1 million loss allowance was recorded against the Symbiont debt security which was included within "Credit loss on debt securities" in the consolidated statements of operation for the year ended December 31, 2023. The $ 1.1 million loss allowance was subsequently reversed upon the purchase of the Symbiont assets for total consideration of $ 2.8 million, which approximates the fair value of such assets. As of December 31, 2021 due to the original terms for repayment of the Symbiont debt security, the amounts due from Symbiont were classified as Short-term investments - debt securities. As of a result of the bankruptcy filing of Symbiont, there is uncertainty around the expected duration of legal proceedings and timing of repayment of amounts due to the Company, therefore the Symbiont debt security was reclassified to "Long-term investments - debt security" as of December 31, 2022. As of December 31, 2023 and December 31, 2022, there was nil and $ 347 thousand of accrued interest on the Symbiont security and nil and $ 55 of accrued reimbursement of legal fees incurred by the Company included in "Long-term investments - debt security" and "Short-term investments – debt security", respectively. As part of the $ 2.0 million loan to Symbiont in December 2021, the Company received 700,000 warrants. Each warrant was immediately exercisable at a purchase price of $ 3.0642 per share of Common Stock, subject to adjustment in certain circumstances, with an expiration of December 1, 2026 . The Company determined the warrants had a nominal value at inception and thereafter due to lack of marketability and subsequent bankruptcy. The Symbiont debt security consisted of the following: December 31, 2023 December 31, 2022 Symbiont.IO Note Receivable $ - $ 1,350,000 End of period $ - $ 1,350,000 December 31, 2023 December 31, 2022 Beginning of year $ 1,350,000 $ 2,027,178 Accrued interest income on debt securities - 320,000 Reclassification to intangible assets (Note 3) ( 2,402,542 ) - Accrued recovery of legal fees - 55,364 Allowance for losses on debt security - ( 1,052,542 ) Reversal of allowance for losses on debt security 1,052,542 - End of period $ - $ 1,350,000 SeaStar Medical Holding Corporation - Warrants In connection with LMF Acquisition Opportunities Inc (“LMAO”) initial public offering in January 2021, the Company’s affiliate LMFA Sponsor LLC ("Sponsor") purchased an aggregate 5,738,000 private placement warrants from LMAO (“Private Placement Warrants”) at a price of $ 1.00 per whole warrant. Each Private Placement Warrant is exercisable for one share of LMAO’s Class A common stock at a price of $ 11.50 per share, and as such meets the definition of a derivative as outlined within ASC 815, Derivatives and Hedging. On October 28, 2022, the LMAO Business Combination was consummated and these warrants were assumed by SeaStar Medical. The warrants are recorded at fair value and are classified as long term investments in "Long-term investments - equity securities" on the consolidated balance sheets. 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’s public warrants for lack of marketability. Prior to the consummation of the LMAO Business Combination, the fair value determination of the private placement warrants also included specific adjustments related to the risk of forfeiture if a business combination did not occur. Subsequent changes in fair value will be recorded in the income statement during the period of the change. As of December 31, 2023 and 2022, our re-measurement of the fair value of the private placement warrants resulted in an unrealized loss of approximately $ 0.3 million and $ 1.5 million, respectively. The unrealized loss is included within "Unrealized gain on investment and equity securities" within the consolidated statements of operations. Long-term investments for the SMHC (formerly LMAO) warrants consist of the following: December 31, 2023 December 31, 2022 Seastar Medical Holding Corporation (formerly LMAO) warrants $ 156,992 $ 464,778 End of period $ 156,992 $ 464,778 December 31, 2023 December 31, 2022 Beginning of year $ 464,778 $ 1,973,413 Unrealized loss on equity securities ( 307,786 ) ( 1,508,635 ) End of period $ 156,992 $ 464,778 SeaStar Medical Holding Corporation - 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 December 31, 2023, Sponsor holds 2,587,500 shares, or approximately 5.4 % 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 4 %. Our investment in SMHC (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 SMHC (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 SMHC is based upon the observable trading price of SMHC's Class A common stock. As part of the merger, Sponsor agreed that it will not transfer its shares of SMHC 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. The Company evaluated the impact of the LMAO Business Combination and determined that our investment in SeaStar Medical continues to meet the criteria for the equity method of accounting, for which we have elected the fair value option. We remeasure our retained interest in SeaStar Medical's common stock at fair value and include any resulting adjustments as part of our gain or loss on investments. The fair value of our retained interest in SeaStar Medical's common stock is classified as Level 1 in the fair value hierarchy as the fair value is based upon the observable trading price of ICU common stock. The trading price of ICU common stock as of December 31, 2023 and 2022 was $ 0.44 a nd $ 4.10 per share, respectively. Subsequent changes in fair value will be recorded in the income statement during the period of change. As of December 31, 2023 and 2022, our re-measurement of the fair value of ICU (formerly LMAO) common stock resulted in an unrealized loss of approximately $ 9.5 million and unrealized gain of approximately $ 5.9 million, respectively. The unrealized gain is included within "Unrealized gain (loss) on investment and equity securities" within the consolidated statements of operations. December 31, 2023 December 31, 2022 Seastar Medical Holding Corporation common stock $ 1,145,486 $ 10,608,750 End of period $ 1,145,486 $ 10,608,750 December 31, 2023 December 31, 2022 Beginning of year $ 10,608,750 $ 4,676,130 Unrealized gain (loss) on equity investment ( 9,463,264 ) 5,932,620 End of period $ 1,145,486 $ 10,608,750 The net unrealized gain (loss) on securities from the Company’s investment in SMHC's (formerly LMAO) common stock and warrants totaled ($ 9.8 ) million and $ 4.4 million for the years ended December 31, 2023 and 2022, respectively. |