Warrants | Note 9. Warrants Warrants Issued in FY 2024 July 2024 Warrants As discussed in Note 7, as part of the Q3 2024 SPA, the Company issued on July 11, 2024 the following warrants to purchase the Company's common stock to certain institutional investors and the placement agent: • July 2024 Investor Warrants - warrants to purchase 947,868 shares of the Company's common stock with an exercise price of $ 10.55 , expiring July 10, 2029 . • July 2024 PA Warrants - warrants to purchase 66,351 shares of the Company's common stock, with an exercise price of $ 13.1875 , expiring July 10, 2029 . Investor E (January 2024) Warrants As discussed in Note 7, as part of the Q1 2024 SPA, the Company issued on January 26, 2024 the following warrants to purchase the Company's common stock to Investor E: • Pre-Funded Warrants - warrants to purchase 181,449 shares of common stock with an exercise price of $ 0.0001 . The Pre-Funded Warrants had no expiration date and were exercisable commencing on the date of issuance and at any time until all of the Pre-Funded Warrants are exercised in full. The Pre-Funded Warrants were exercised in full during the quarter ended March 31, 2024 • Series A and Series B Common Warrants - in a concurrent private placement, Series A Common Warrants to purchase 433,631 shares of Common Stock and Series B Common Warrants to purchase 216,816 shares of common stock each with an exercise price of $ 20.76 . • PA Warrants – in a concurrent private placement, PA Warrants to purchase 21,682 shares of common stock with an exercise price of $ 22.83 per share. Investor E Warrants became exercisable on June 4, 2024 , the effective date of stockholder approval for the issuance of the shares of common stock issuable upon exercise of the Investor E Warrants. The Series A Common Warrants will expire on June 4, 2029 , and the Series B Common Warrants will expire on June 4, 2025 . Maxim Group LLC ("Maxim") acted as the placement agent in connection with the transactions pursuant to the Placement Agency Agreement, dated January 26, 2024, by and between the Company and Maxim. On January 30, 2024, Maxim received warrants to purchase 21,682 shares of common stock covering a number of shares equal to 5 % of the total number of shares of common stock sold in the Transactions. The PA Warrants became exercisable six months after the closing and will expire on January 30, 2029 . The PA Warrants are exercisable at a price equal to 110.0 % of the offering price in connection with the placement. In accordance with ASC 815-40, Derivatives and Hedging-Contracts in Entity’s own Equity , the Company determined the Investor E and PA Warrants meet the conditions for equity classification and should be included on the consolidated balance sheet as a component of stockholders' equity (deficit). Investor D Warrants The Company, in conjunction with additional borrowing of convertible debt related to the Second Amendment to the Investor D SPA on January 12, 2024 and January 24, 2024, issued warrants to purchase up to 131,927 and 395,781 shares of common stock, respectively, with an exercise price of $ 0.56 per share, and additional warrants to purchase up to 131,927 and 395,781 shares of common stock, respectively, with an exercise price of $ 0.56 per share. All remaining Investor D Warrants issued in connection with the Investor D SPA were exchanged for an approximately $ 0.5 million short-term note payable on June 28, 2024, eliminating all remaining Investor D Warrants issued in connection with the Investor D SPA as of June 30, 2024 (see Note 5). The Investor D Warrants issued in January 2024 in connection with the Investor D SPA were determined to be liability classified. The initial 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. Subsequent changes in fair value were recognized through earnings at each reporting period end-date or settlement date. The Company had the following warrants outstanding at September 30, 2024, and December 31, 2023: As of As of Liability Classified Warrants Investor D Warrants — 254,732 Private Placement Warrants 229,520 229,520 PIPE Investor Warrants 20,000 20,000 Subtotal 249,520 504,252 Equity Classified Warrants Investor E (January 2024) Warrants 650,446 — July 2024 Warrants 1,014,219 — Placement Agent Warrants 21,682 — Public Stockholder Warrants 422,000 422,000 Legacy Warrants 1,957 1,957 Subtotal 2,110,304 423,957 Grand Total 2,359,824 928,209 The following tables provides the weighted-average strike price and time to maturity for each warrant tranche as of September 30, 2024, and December 31, 2023: As of September 30, 2024 Warrant Share Equivalents Weighted-Average Strike Price Weighted-Average Time to Maturity Liability Classified Warrants Private Placement Warrants 229,520 $ 287.50 3.32 PIPE Investor Warrants 20,000 $ 287.50 3.32 Equity Classified Warrants Investor E (January 2024) Warrants 650,446 $ 20.76 4.03 July 2024 Warrants (*) 1,014,219 $ 10.72 4.78 Placement Agent Warrants 21,682 $ 22.75 4.75 Public Stockholder Warrants 422,000 $ 287.50 3.32 Legacy SeaStar Inc. Warrants 1,957 $ 250.00 1.88 As of December 31, 2023 Warrant Share Equivalents Weighted-Average Strike Price Weighted-Average Time to Expiration Liability Classified Warrants Investor D Warrants 254,732 $ 12.50 4.65 Private Placement Warrants 229,520 $ 287.50 3.82 PIPE Investor Warrants 20,000 $ 287.50 3.82 Equity Classified Warrants Public Stockholder Warrants 422,000 $ 287.50 3.82 Legacy SeaStar Inc. Warrants 1,957 $ 250.00 2.38 (*) - The July 2024 Warrants comprise both the July 2024 Investor Warrants and the July 2024 PA Warrants. Accordingly, the reported exercise price is the weighted-average exercise price. Below is the warrant activity for the nine-months ended September 30, 2024: Investor D Warrants Investor E (January 2024) Warrants July 2024 Warrants Placement Agent Warrants Private Placement Warrants PIPE Investor Warrants Public Stockholders' Warrants Legacy Warrants Outstanding as of December 31, 2023 254,732 — — — 229,520 20,000 422,000 1,957 Issuance 42,217 831,895 1,014,219 21,682 — — — — Exercised ( 170,625 ) ( 181,449 ) — — — — — — Forfeited / cancelled — — — — — — — — Exchanged for Investor D Note ( 126,324 ) — — — — — — — Outstanding as of September 30, 2024 - 650,446 1,014,219 21,682 229,520 20,000 422,000 1,957 During the three months ended September 30, 2024, the Company incurred a gain of approximately $ 0.2 million from the mark-to-market adjustment for all remaining liability classified warrants. During the nine months ended September 30, 2024, the Company incurred (i) a $ 1.6 million loss from exercises of certain Investor D Warrants, (ii) a gain of $ 1.3 million from the exchange of all remaining Investor D Warrants in June 2024 for an approximately $ 0.5 million short-term Investor D Note which was paid in full during the three-months ended September 30, 2024. and (iii) a loss of approximately $ 0.5 million from the periodic mark-to-market adjustments for all liability classified warrants over that period. |