Investments | Note 7. Investments 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 become due in February 2023, have an annual interest rate of 8%, are convertible into ordinary shares of Borqs at a 10% discount from the market price, and have 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 As of June 30, 2021 the Company considered the fair value of the Borqs convertible note to be equal to the fair value of the stock on June 30, 2021 or $1.45 per share times the number of shares that it could be converted into based on a conversion price of $0.972 or 5,233,475 shares with an aggregate fair value of $7,588,538. As of June 30, 2021, the re-measurement resulted in an unrealized gain of $2,501,600 which is included within “Unrealized gain on convertible debt security” in the consolidated statements of operations for the Three and Six Months ended June 30, 2021. During the year ended December 31, 2021, the Company converted $4,100,000 of the outstanding principal under the Notes plus accrued interest of $131,760 into 5,960,829 shares of Borqs. The Company sold 1,064,935 shares in the year ending December 31, 2021 and classified the remaining shares as marketable securities. The remaining shares were sold during the first quarter of 2022 which resulted in a realized loss of $ 395 thousa nd which is reflected in ‘Realized gain on securities’ in the consolidated statements of operations within the Si x M onths ended June 30, 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 $ per share or 3,863,200 shares. A gain of $ 287,778 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 statement s of operations for the Three and S ix M onths ended June 30, 2022. Subsequent to the conversion, the 3,863,200 shares were sold which resulted in a realized gain of $ 45 thousand which is include d withi n ‘Realized gain on securities’ in the consolidated statements of operations for the Three and S ix M onths ended June 30, 2022 . Short-term investments in convertible debt securities consist of the following: June 30, 2022 December 31, 2021 June 30, 2021 Convertible note $ - $ 539,351 $ 7,588,538 End of period $ - $ 539,351 $ 7,588,538 June 30, 2022 June 30, 2021 Beginning of year $ 539,351 $ - Investment in convertible debt security - 5,000,000 Accrued interest income on debt security 17,753 86,938 Unrealized gain on convertible debt security - 2,501,600 Convertible debt and interest converted into marketable shares (844,882 ) Realized gain on conversion into marketable shares 287,778 End of period $ - $ 7,588,538 In December 2020, the Company entered into a Loan Agreement (the “Investor Loan Agreement”) with a private investor (“Investor”) pursuant to which the Investor agreed to provide consulting services and make one or more non-recourse loans to the Company in a principal amount of up to the purchase price of the Borqs loan receivables purchased by the Company. The Investor Loan Agreement does not provide a fixed rate of interest, and the Company and Investor agreed to split the net proceeds from the Company sales of the settlement shares, with the Company receiving one-third of the net proceeds after a return of Investor’s principal and the Investor receiving return of principal plus two-thirds of the net proceeds thereafter. As part of that transaction in which funding began in January 2021 and in which transactions occurred during the Six Months ended June 30, 2021, the Company recognized a $5.7 million gain on the Borqs loan receivables loan transaction in which we acquired $18.2 million of Borqs debt for $15.5 million and converted the debt into Borqs common stock and subsequently sold such shares for $32.6 million, provided $11.3 million to the Investor and realized a $5.7 million gain. That transaction was completed by June 30, 2021. Note Receivable – related party 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. On July 28, 2022 (effective as of June 30, 2022), the aggregate principal limit was increased to $1,750,000. The loan is 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. As of June 30, 2022, LMAO had drawn down $910,000 under the promissory note with LMFAO Sponsor LLC to pay for offering expenses. Short-term investments – debt securities Short-term investments held to maturity in debt securities consist of the following: 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 million. The outstanding principal amount under the note will bear interest at a rate of 16% per annum. The outstanding principal, plus any accrued and unpaid interest, becomes due and payable on December 1, 2022. The Symbiont note is secured by a first priority perfected security interest in the assets of Symbiont. Concurrently with the execution of the Symbiont note, the Company and Symbiont entered into a First Refusal and Purchase Option Agreement, dated December 1, 2021 (the “ROFR Agreement”), to provide the Company with certain rights relating to the potential purchase of the capital stock or assets of Symbiont. Pursuant to the terms of the ROFR Agreement, in the event that Symbiont expects to accept a third-party offer that would result in a sale of Symbiont, then the Company will have the first right and option to purchase, upon the same terms and conditions as the third-party offer, the assets or capital stock of Symbiont, subject to certain terms and exclusions as described in the ROFR Agreement. The Company’s rights under the ROFR Agreement are assignable to third parties. The ROFR Agreement will expire on December 1, 2022 . Upon the occurrence of any e vent of d efault, the Company may, under its sole and absolute discretion, elect to convert the total outstanding principal and accrued but unpaid interest into shares of common stock of Symbiont at a conversion price per share equal to $ 3.0642 (subject to adjustment for any stock splits, reverse stock splits and similar changes in the capital stock of Symbiont). As of June 30, 2022 and December 31, 2021, there was $ 185,863 and $ 27,178 of accrued interest included in Short-term investments – debt securities. As part of a $2 million loan to Symbiont in December 2021, the Company received 700,000 warrants. 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 at inception and as of June 30, 2022 due to lack of marketability. June 30, 2022 December 31, 2021 June 30, 2021 Symbiont.IO Note Receivable $ 2,185,863 $ 2,027,178 $ - End of period $ 2,185,863 $ 2,027,178 $ - June 30, 2022 June 30, 2021 Beginning of year $ 2,027,178 $ - Accrued interest income on debt security 158,685 - Unrealized loss - - End of period $ 2,185,863 $ - 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 June 30, 2022 and December 31, 2021 are as follows: Cost Cost of Shares Sold Gross Unrealized Gain (Loss) Fair Value Marketable equity securities, June 30, 2022 $ 2,976,933 $ (2,915,813 ) $ (23,900 ) $ 37,220 Marketable equity securities, December 31, 2021 4,766,349 $ (1,246,708 ) (1,387,590 ) 2,132,051 During the Three and Six Months ended June 30, 2022, the Company sold 3,863,200 and 8,759,094 shares, respectively, of Borqs shares for approximately $890 thousand and $2,318 thousand, respectively. The Company realized a net gain (loss) of $45 thousand and ($350) thousand for the Three and Six Months ended June 30, 2022, respectively. The net gain (loss) is included within "Realized gain (loss) on securities" within our consolidated statements of operations. Long-term Investments In connection with LMF Acquisition Opportunities Inc (“LMAO”) Derivatives and Hedging. forfeiture should no business combination occur. Subsequent changes in fair value will be recorded in the income statement during the period of the change. As of June 30, 2022 and 2021 , our re-measurement resulted in an unrealized loss of approximately $ 433,000 and $ Three and Six Months ended June 30, 2022 and approximately $ 506,000 unrealized gain and $ unrealized loss for the Three and Six Months e nded June 30, 2021. The unrealized loss is included within "Unrealized gain (loss) on investment and equity securities" within our consolidated statement s of operation s . Long-term investments as of consist of the following: June 30, 2022 December 31, 2021 June 30, 2021 LMF Acquisition Opportunities Inc. warrants $ 516,420 $ 1,973,413 $ 2,295,200 End of period $ 516,420 $ 1,973,413 $ 2,295,200 June 30, 2022 June 30, 2021 Beginning of year $ 1,973,413 $ - Investments in affiliate - 5,738,000 Unrealized loss on investment in affiliate (1,456,993 ) (3,442,800 ) End of period $ 516,420 $ 2,295,200 Investment in Unconsolidated Affiliates LMF Acquisition Opportunities Inc. The Company is the sponsor of LMF Acquisition Opportunities, Inc. (“LMAO”), a special purpose acquisition company that completed an initial public offering in January 2021. Prior to LMAO’s initial public offering, LMFA Sponsor LLC (“Sponsor”), a 70% owned subsidiary of the Company, organized and initially capitalized LMAO by a $25,000 purchase of Class B shares par value $0.0001 per share, of LMAO. At the time of the initial public offering of LMAO, Sponsor purchased Private Placement Warrants that allow it to purchase 5,738,000 shares of Class A common stock at an exercise price of $11.50. The Class B shares and Private Placement Warrants were issued to and are held by Sponsor. The shares of Class B common stock of LMAO held by Sponsor will automatically convert into shares of LMAO’s Class A common stock on a one-for-one basis at the time of LMAO’s initial business combination and are subject to certain transfer restrictions. The registration statement for LMAO’s initial public offering (the “LMAO IPO”) was declared effective on January 25, 2021 and on January 28, 2021, LMAO consummated the LMAO IPO with the sale of 10,350,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $103,500,000. The Units trade on the NASDAQ Capital Market under the ticker symbol “LMAOU”. After the securities comprising the units began separate trading on March 18, 2021, the shares of Class A common stock and warrants were listed on NASDAQ under the symbols “LMAO” and “LMAOW,” respectively. As a result of the LMAO IPO, we ceased having a controlling financial interest in LMAO as of January 28, 2021 . The Company’s investment in LMAO is held through a 69.5% equity interest in Sponsor. The LMAO IPO closed on January 28, 2021 and proceeds from LMAO’s IPO totaled $103.5 million. If LMAO does not complete a business combination within 18 months from the closing of LMAO’s IPO, the proceeds from the sale of the Private Placement Warrants (after LMAO IPO transaction costs) will be used to fund the redemption of the shares sold in the LMAO IPO (subject to the requirements of applicable law), and the private warrants will expire without value. The Sponsor holds approximately 20% of the total common shares (Class A and Class B) in LMAO along with the 5,738,000 Private Placement Warrants. The Sponsor is managed by the Company. The Company has determined that as a result of the LMAO IPO, we ceased having a controlling financial interest in LMAO as of January 25, 2021. The Company, therefore, accounts for its interest in LMAO under the equity method of accounting. Additionally, as our retained investment in LMAO qualifies for equity-method accounting, we were required to remeasure our retained interest at fair value and include any resulting adjustments as part of a gain or loss recognized on deconsolidation. The fair value calculation related to our retained interest in LMAO is dependent upon company-specific adjustments applied to both the observable trading price of LMAO’s Class A common stock and the related risk of forfeiture should LMAO not consummate a business combination. On April 21, 2022, LMF Acquisition Opportunities, Inc. (“ LMAO As of June 30, 2022 due to the progression of the pending merger with SeaStar Medical, Inc. the Company recalculated the fair value of our interest in LMAO which included a reassessment of the risk of forfeiture. Based on the work performed, we concluded that the risk of forfeiture has decreased and the value of our retained interest has increased. As a result of the remeasurement of our retained interest in LMAO, we recognized an unrealized gain on securities of $12.7 million and $4.6 million for the Six Months ended June 30, 2022 and 2021, within "Unrealized gain (loss) on investment and equity securities" within our consolidated statements of operations. June 30, 2022 December 31, 2021 June 30, 2021 LMF Acquisition Opportunities Inc. common stock $ 17,362,125 $ 4,676,130 $ 4,615,583 End of period $ 17,362,125 $ 4,676,130 $ 4,615,583 June 30, 2022 June 30, 2021 Beginning of year $ 4,676,130 $ 25,000 Unrealized gain on investment in affiliate 12,685,995 4,590,583 End of period $ 17,362,125 $ 4,615,583 The net unrealized gain on securities from the Company’s investment in LMAO’s Class B shares and warrants totaled $12.2 million and $11.2 million, respectively for the Three and Six Months ended June 30, 2022 and $0.5 million and $1.1 million for the Three and Six Months ended June 30, 2021. |