Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2022 | |
Document Information [Line Items] | |
Document Type | S-1 |
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 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | |||
Cash | $ 49,000 | $ 510,000 | $ 2,807,000 |
Other receivables | 0 | 58,000 | 0 |
Inventory | 0 | 55,000 | |
Prepaid expenses | 36,000 | 33,000 | 45,000 |
Capitalized Merger Costs | 1,005,000 | 0 | |
Total current assets | 1,090,000 | 601,000 | 2,907,000 |
Other assets | 2,000 | 2,000 | 2,000 |
Total assets | 1,092,000 | 603,000 | 2,909,000 |
Current liabilities | |||
Accounts payable | 1,291,000 | 85,000 | 382,000 |
Accrued expenses | 836,000 | 186,000 | 678,000 |
Current portion of notes payable — Government loans | 0 | 20,000 | |
LMFA note payable | 350,000 | 0 | |
Convertible notes - related party, net of discount | 413,000 | 2,378,000 | 0 |
Derivative liability | 0 | 471,000 | 0 |
Total current liabilities | 2,890,000 | 3,120,000 | 1,080,000 |
Long-term liabilities | |||
Notes payable - Government loans | 63,000 | 63,000 | 63,000 |
Convertible notes - related party, net of discount, net of current portion | 4,047,000 | 181,000 | 0 |
Derivative liability | 0 | 55,000 | 0 |
Total long-term liabilities | 4,110,000 | 299,000 | 63,000 |
Total liabilities | 7,000,000 | 3,419,000 | 1,143,000 |
Commitments and contingencies (see Note 9) | |||
Convertible preferred stock | 73,349,000 | 73,349,000 | 73,349,000 |
Stockholders' deficit | |||
Common stock, value | 0 | 0 | 0 |
Additional paid-in capital | 853,000 | 147,000 | 133,000 |
Accumulated deficit | (80,110,000) | (76,312,000) | (71,716,000) |
Total stockholders' deficit | (79,257,000) | (76,165,000) | (71,583,000) |
Total liabilities, convertible preferred stock and stockholders' deficit | 1,092,000 | 603,000 | 2,909,000 |
LMF ACQUISITION OPPORTUNITIES, INC. | |||
Current assets | |||
Cash | 116,840 | 51,567 | 38,388 |
Prepaid insurance and other fees | 41,361 | 286,237 | 0 |
Cash and marketable securities held in trust | 107,048,750 | 105,581,820 | |
Prepaid expenses | 132,875 | 14,817 | 0 |
Total current assets | 107,339,826 | 105,934,441 | |
Deferred offering costs | 3,622,500 | 3,622,500 | 230,820 |
Cash and marketable securities held in trust | 105,581,820 | 0 | |
Total assets | 107,339,826 | 105,934,441 | 269,208 |
Current liabilities | |||
Accrued expenses | 1,866,028 | 376,702 | 123,031 |
Notes and advances payable - related parties | 2,768,405 | 0 | |
Deferred underwriting commissions in connection with the initial public offering | 3,622,500 | 3,622,500 | 0 |
Warrant liability | 1,129,378 | 6,930,740 | 0 |
Convertible notes - related party, net of discount | 0 | 126,413 | |
Total current liabilities | 376,702,000 | 249,444,000 | |
Total current liabilities | 9,386,311 | 10,929,942 | |
Long-term liabilities | |||
Total liabilities | 9,386,311 | 10,929,942 | 249,444 |
Commitments and contingencies (see Note 9) | |||
Class A common stock subject to possible redemption 10,350,000 shares at redemption value of $10.20 per share | 105,570,000 | 0 | |
Stockholders' deficit | |||
Preferred Stock, Value | 0 | 0 | 0 |
Additional paid-in capital | 0 | 0 | 24,785 |
Accumulated deficit | (8,895,504) | (10,565,770) | (5,236) |
Total stockholders' deficit | (8,895,235) | (10,565,501) | 19,764 |
Total liabilities, convertible preferred stock and stockholders' deficit | 107,339,826 | 105,934,441 | 269,208 |
Common Stock Subject To Mandatory Redemption [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||
Long-term liabilities | |||
Class A common stock subject to possible redemption 10,350,000 shares at redemption value of $10.20 per share | 106,848,750 | 105,570,000 | |
Class A Common Stock [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||
Stockholders' deficit | |||
Common stock, value | 10 | 10 | 0 |
Class B Common Stock [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||
Stockholders' deficit | |||
Common stock, value | 259 | 259 | 215 |
Series B preferred stock [Member] | |||
Long-term liabilities | |||
Convertible preferred stock | 7,821,000 | 5,421,000 | 5,270,000 |
Series A-1 preferred stock [Member] | |||
Long-term liabilities | |||
Convertible preferred stock | 19,451,000 | 19,451,000 | 19,451,000 |
Series A-2 preferred stock [Member] | |||
Long-term liabilities | |||
Convertible preferred stock | $ 46,077,000 | $ 48,477,000 | $ 48,628,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 12,000,000 | 3,531,504 | 3,531,504 |
Common stock, shares issued | 0 | 0 | 0 |
Common stock, shares outstanding | 0 | 0 | 0 |
LMF ACQUISITION OPPORTUNITIES, INC. | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common Stock Subject To Mandatory Redemption [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||
Temporary equity, shares outstanding | 0 | ||
Class A Common Stock [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 10,350,000 | 0 | |
Common stock, shares outstanding | 103,500,000 | ||
Common stock, shares issued | 10,350,000 | 10,350,000 | |
Common stock, shares issued | 103,500 | 103,500 | |
Common stock, shares outstanding | 103,500 | 103,500 | |
Class A Common Stock [Member] | Common Stock Subject To Mandatory Redemption [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||
Temporary equity, shares outstanding | 10,350,000 | 10,350,000 | 10,350,000 |
Temporary equity, par value | $ 10.32 | $ 10.2 | $ 10.2 |
Class B Common Stock [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Common stock, shares issued | 2,587,500 | 2,587,500 | 2,156,250 |
Common stock, shares outstanding | 2,587,500 | 2,587,500 | 2,156,250 |
Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 3,702,505 | 2,965,505 | 2,965,505 |
Series A-1 preferred stock [Member] | |||
Temporary equity, shares outstanding | 1,576,154 | 1,576,154 | |
Preferred stock, shares authorized | 1,601,060 | 1,601,060 | 1,601,060 |
Preferred stock, shares issued | 1,576,154 | 1,576,154 | 1,576,154 |
Preferred stock, shares outstanding | 1,576,154 | 1,576,154 | 1,576,154 |
Preferred stock, liquidation preference, value | $ 77,799 | $ 77,799 | $ 77,799 |
Series A-2 preferred stock [Member] | |||
Temporary equity, shares outstanding | 772,285 | 784,511 | |
Preferred stock, shares authorized | 900,495 | 900,495 | 900,495 |
Preferred stock, shares issued | 577,791 | 772,285 | 784,511 |
Preferred stock, shares outstanding | 577,791 | 772,285 | 784,511 |
Preferred stock, liquidation preference, value | $ 7,130 | $ 9,530 | $ 9,681 |
Series B preferred stock [Member] | |||
Temporary equity, shares outstanding | 633,697 | 439,203 | 426,977 |
Preferred stock, shares authorized | 700,950 | 453,950 | 453,950 |
Preferred stock, shares issued | 633,697 | 439,203 | 426,977 |
Preferred stock, shares outstanding | 633,697 | 439,203 | 426,977 |
Preferred stock, liquidation preference, value | $ 7,821 | $ 5,421 | $ 5,270 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses | |||||||
Research and Development Expense | $ 727,000 | $ 985,000 | $ 1,678,000 | $ 2,267,000 | $ 2,766,000 | $ 4,025,000 | |
General and administrative | 1,042,000 | 170,000 | 2,215,000 | 1,138,000 | 1,683,000 | 2,428,000 | |
Total operating expenses | 1,769,000 | 1,155,000 | 3,893,000 | 3,405,000 | 4,449,000 | 6,453,000 | |
Loss from operations | (1,769,000) | (1,155,000) | (3,893,000) | (3,405,000) | (4,449,000) | (6,453,000) | |
Other income (expense) | |||||||
Interest expense | (123,000) | (54,000) | (483,000) | (65,000) | (212,000) | (3,308,000) | |
Other income | 1,000 | 0 | 1,000 | 91,000 | 91,000 | 84,000 | |
Change in fair value of derivative liability | 0 | 0 | 578,000 | 0 | (27,000) | 0 | |
Gain on sale of assets and liabilities held for sale | 0 | 71,000 | |||||
Loss on disposal of other assets | 0 | (6,000) | |||||
Gain on early extinguishment of convertible notes | 0 | 6,345,000 | |||||
Total other income (expense) | (122,000) | (54,000) | 96,000 | 26,000 | (148,000) | 3,186,000 | |
Loss before income tax provision (benefit) | (1,891,000) | (1,209,000) | (3,797,000) | (3,379,000) | (4,597,000) | (3,267,000) | |
Income tax provision (benefit) | 1,000 | (2,000) | 1,000 | (1,000) | (1,000) | 9,000 | |
Net income (loss) | $ (1,892,000) | $ (1,207,000) | $ (3,798,000) | $ (3,378,000) | $ (4,596,000) | $ (3,276,000) | |
Net income (loss) per share: | |||||||
Weighted Average Number of Shares Outstanding, Basic | 0 | 0 | 0 | 0 | 0 | 0 | |
Weighted Average Number of Shares Outstanding, Diluted | 0 | 0 | 0 | 0 | 0 | 0 | |
Earnings Per Share, Basic | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Earnings Per Share, Diluted | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
LMF ACQUISITION OPPORTUNITIES, INC. | |||||||
Operating expenses | |||||||
General and administrative | $ 5,236 | $ 270,265 | $ 411,398 | $ 830,707 | $ 747,073 | $ 1,122,443 | |
Merger costs | 1,391,601 | 0 | 2,453,569 | 0 | |||
Loss from operations | (5,236) | (1,661,866) | (411,398) | (3,284,276) | (747,073) | (1,122,443) | |
Other income (expense) | |||||||
Change in fair value of derivative liability | 0 | 680,522 | 644,720 | 5,801,362 | 702,400 | 1,185,940 | |
Investment income earned on marketable securities held in Trust Account | 0 | 361,717 | 2,661 | 431,930 | 4,415 | 11,820 | |
Net income (loss) | $ (5,236) | $ (619,627) | $ 235,983 | $ 2,949,016 | $ (40,258) | $ 75,317 | |
Class A Common Stock [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||||||
Net income (loss) per share: | |||||||
Weighted Average Number of Shares Outstanding, Basic | 0 | 10,453,500 | 10,453,500 | 10,453,500 | 9,381,347 | 9,651,587 | |
Weighted Average Number of Shares Outstanding, Diluted | 0 | 10,453,500 | 10,453,500 | 10,453,500 | 9,381,347 | 9,651,587 | |
Earnings Per Share, Basic | $ 0 | $ (0.05) | $ 0.02 | $ 0.23 | $ 0 | $ 0.02 | |
Earnings Per Share, Diluted | $ 0 | $ (0.05) | $ 0.02 | $ 0.23 | $ 0 | $ 0.02 | |
Class B Common Stock [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||||||
Net income (loss) per share: | |||||||
Weighted Average Number of Shares Outstanding, Basic | 2,156,250 | 2,587,500 | 2,587,500 | 2,587,500 | 2,543,269 | 2,554,418 | |
Weighted Average Number of Shares Outstanding, Diluted | 2,156,250 | 2,587,500 | 2,587,500 | 2,587,500 | 2,543,269 | 2,554,418 | |
Earnings Per Share, Basic | $ 0 | $ (0.05) | $ 0.02 | $ 0.23 | $ 0 | $ 0.02 | |
Earnings Per Share, Diluted | $ 0 | $ (0.05) | $ 0.02 | $ 0.23 | $ 0 | $ 0.02 |
Condensed Statements of Changes
Condensed Statements of Changes in Convertible Preferred Stock and Stockholders' Deficit - USD ($) | Total | LMF ACQUISITION OPPORTUNITIES, INC. | Series B Preferred Stock [Member] | Series A-1 preferred stock [Member] | Series A Two Preferred Stock [Member] | Convertible Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] Class A Common Stock [Member] LMF ACQUISITION OPPORTUNITIES, INC. | Common Stock [Member] Class B Common Stock [Member] LMF ACQUISITION OPPORTUNITIES, INC. | Additional Paid In Capital [Member] | Additional Paid In Capital [Member] LMF ACQUISITION OPPORTUNITIES, INC. | Retained Earnings [Member] | Retained Earnings [Member] LMF ACQUISITION OPPORTUNITIES, INC. |
Beginning Balance at Dec. 31, 2019 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
Beginning Balances (in shares) at Dec. 31, 2019 | 0 | 0 | 0 | ||||||||||
Beginning Balance at Dec. 31, 2019 | $ (19,679,000) | $ 78,000 | $ 48,683,000 | $ (68,440,000) | |||||||||
Beginning Balances (in shares) at Dec. 31, 2019 | 784,551 | ||||||||||||
Conversion of common stock into preferred stock, Shares | 784,511 | ||||||||||||
Conversion of common stock into preferred stock | $ 48,628,000 | 48,628,000 | |||||||||||
Conversion of convertible notes into preferred stock, Shares | 19,785 | 1,576,154 | |||||||||||
Conversion of convertible notes into preferred stock | $ 245,000 | $ 19,451,000 | 19,696,000 | ||||||||||
Issuance of stock, Shares | 407,192 | ||||||||||||
Issuance of stock | $ 5,025,000 | 5,025,000 | |||||||||||
Conversion of common stock into preferred stock, Shares | (784,551) | ||||||||||||
Conversion of common stock into preferred stock, Value | (48,628,000) | $ (78,000) | (48,550,000) | ||||||||||
Net income (loss) | (3,276,000) | (3,276,000) | |||||||||||
Ending Balance at Dec. 31, 2020 | (71,583,000) | $ 19,764 | $ 0 | $ 0 | $ 215 | 133,000 | $ 24,785 | (71,716,000) | $ (5,236) | ||||
Ending Balances (in shares) at Dec. 31, 2020 | 0 | 0 | 2,156,250 | ||||||||||
Ending Balance at Dec. 31, 2020 | $ 5,270,000 | $ 19,451,000 | $ 48,628,000 | 73,349,000 | |||||||||
Ending Balances (in shares) at Dec. 31, 2020 | 426,977 | 1,576,154 | 784,511 | ||||||||||
Stock-based compensation | 3,000 | 3,000 | |||||||||||
Class A Units issued for cash | 103,500,000 | $ 1,035 | 103,498,965 | ||||||||||
Class A Units issued for cash, Shares | 10,350,000 | ||||||||||||
Representative shares issued | $ 10 | (10) | |||||||||||
Representative shares issued, shares | 103,500 | ||||||||||||
Class A Units subject to possible redemption | (105,570,000) | $ (1,035) | (105,568,965) | ||||||||||
Class A Units subject to possible redemption, shares | (10,350,000) | ||||||||||||
Underwriter fee & offering costs | (6,211,902) | (6,211,902) | |||||||||||
Private placement warrants issued for cash | 5,738,000 | 5,738,000 | |||||||||||
Class B shares issued to Sponsor | $ 44 | (44) | |||||||||||
Class B shares issued to Sponsor, Shares | 431,250 | ||||||||||||
Warrants classified as liabilities | (8,116,680) | (8,116,680) | |||||||||||
Reclass APIC to retained earnings | 10,635,851 | (10,635,851) | |||||||||||
Net income (loss) | (1,065,000) | 1,706,457 | (1,065,000) | 1,706,457 | |||||||||
Ending Balance at Mar. 31, 2021 | (72,645,000) | (8,934,361) | $ 0 | $ 10 | $ 259 | 136,000 | (72,781,000) | (8,934,630) | |||||
Ending Balances (in shares) at Mar. 31, 2021 | 0 | 103,500 | 2,587,500 | ||||||||||
Ending Balance at Mar. 31, 2021 | $ 5,270,000 | $ 19,451,000 | $ 48,628,000 | 73,349,000 | |||||||||
Ending Balances (in shares) at Mar. 31, 2021 | 426,977 | 1,576,154 | 784,511 | ||||||||||
Beginning Balance at Dec. 31, 2020 | $ 5,270,000 | $ 19,451,000 | $ 48,628,000 | 73,349,000 | |||||||||
Beginning Balances (in shares) at Dec. 31, 2020 | 426,977 | 1,576,154 | 784,511 | ||||||||||
Beginning Balance at Dec. 31, 2020 | (71,583,000) | 19,764 | $ 0 | $ 0 | $ 215 | 133,000 | 24,785 | (71,716,000) | (5,236) | ||||
Beginning Balances (in shares) at Dec. 31, 2020 | 0 | 0 | 2,156,250 | ||||||||||
Net income (loss) | (3,378,000) | ||||||||||||
Ending Balance at Sep. 30, 2021 | (74,952,000) | (10,681,076) | $ 0 | $ 10 | $ 259 | 142,000 | (75,094,000) | (10,681,345) | |||||
Ending Balances (in shares) at Sep. 30, 2021 | 0 | 103,500 | 2,587,500 | ||||||||||
Ending Balance at Sep. 30, 2021 | $ 5,270,000 | $ 19,451,000 | $ 48,628,000 | 73,349,000 | |||||||||
Ending Balances (in shares) at Sep. 30, 2021 | 426,977 | 1,576,154 | 784,511 | ||||||||||
Beginning Balance at Dec. 31, 2020 | $ 5,270,000 | $ 19,451,000 | $ 48,628,000 | 73,349,000 | |||||||||
Beginning Balances (in shares) at Dec. 31, 2020 | 426,977 | 1,576,154 | 784,511 | ||||||||||
Beginning Balance at Dec. 31, 2020 | (71,583,000) | 19,764 | $ 0 | $ 0 | $ 215 | 133,000 | 24,785 | (71,716,000) | (5,236) | ||||
Beginning Balances (in shares) at Dec. 31, 2020 | 0 | 0 | 2,156,250 | ||||||||||
Conversion of Series A-2 Preferred stock to Series B Preferred stock, Shares | 12,226 | (12,226) | |||||||||||
Conversion of Series A-2 Preferred stock to Series B Preferred stock | $ 151,000 | $ (151,000) | |||||||||||
Stock-based compensation | 14,000 | 14,000 | |||||||||||
Class A Units issued for cash | 103,500,000 | $ 1,035 | 103,498,965 | ||||||||||
Class A Units issued for cash, Shares | 10,350,000 | ||||||||||||
Representative shares issued | 0 | $ 10 | (10) | ||||||||||
Representative shares issued, shares | 103,500 | ||||||||||||
Class A Units subject to possible redemption | (105,570,000) | $ (1,035) | (105,568,965) | ||||||||||
Class A Units subject to possible redemption, shares | (10,350,000) | ||||||||||||
Underwriter fee & offering costs | (6,211,902) | (6,211,902) | |||||||||||
Private placement warrants issued for cash | 5,738,000 | 5,738,000 | |||||||||||
Class B shares issued to Sponsor | $ 44 | (44) | |||||||||||
Class B shares issued to Sponsor, Shares | 431,250 | ||||||||||||
Warrants classified as liabilities | (8,116,680) | (8,116,680) | |||||||||||
Reclass APIC to retained earnings | 10,635,851 | (10,635,851) | |||||||||||
Net income (loss) | (4,596,000) | 75,317 | (4,596,000) | 75,317 | |||||||||
Ending Balance at Dec. 31, 2021 | (76,165,000) | (10,565,501) | $ 0 | $ 10 | $ 259 | 147,000 | 0 | (76,312,000) | (10,565,770) | ||||
Ending Balances (in shares) at Dec. 31, 2021 | 0 | 103,500 | 2,587,500 | ||||||||||
Ending Balance at Dec. 31, 2021 | $ 5,421,000 | $ 19,451,000 | $ 48,477,000 | 73,349,000 | |||||||||
Ending Balances (in shares) at Dec. 31, 2021 | 439,203 | 1,576,154 | 772,285 | ||||||||||
Beginning Balance at Mar. 31, 2021 | $ 5,270,000 | $ 19,451,000 | $ 48,628,000 | 73,349,000 | |||||||||
Beginning Balances (in shares) at Mar. 31, 2021 | 426,977 | 1,576,154 | 784,511 | ||||||||||
Beginning Balance at Mar. 31, 2021 | (72,645,000) | (8,934,361) | $ 0 | $ 10 | $ 259 | 136,000 | (72,781,000) | (8,934,630) | |||||
Beginning Balances (in shares) at Mar. 31, 2021 | 0 | 103,500 | 2,587,500 | ||||||||||
Stock-based compensation | 3,000 | 3,000 | |||||||||||
Net income (loss) | (1,106,000) | (1,982,698) | (1,106,000) | (1,982,698) | |||||||||
Ending Balance at Jun. 30, 2021 | (73,748,000) | (10,917,059) | $ 0 | $ 10 | $ 259 | 139,000 | 0 | (73,887,000) | (10,917,328) | ||||
Ending Balances (in shares) at Jun. 30, 2021 | 0 | 103,500 | 2,587,500 | ||||||||||
Ending Balance at Jun. 30, 2021 | $ 5,270,000 | $ 19,451,000 | $ 48,628,000 | 73,349,000 | |||||||||
Ending Balances (in shares) at Jun. 30, 2021 | 426,977 | 1,576,154 | 784,511 | ||||||||||
Stock-based compensation | 3,000 | 3,000 | |||||||||||
Net income (loss) | (1,207,000) | 235,983 | (1,207,000) | 235,983 | |||||||||
Ending Balance at Sep. 30, 2021 | (74,952,000) | (10,681,076) | $ 0 | $ 10 | $ 259 | 142,000 | (75,094,000) | (10,681,345) | |||||
Ending Balances (in shares) at Sep. 30, 2021 | 0 | 103,500 | 2,587,500 | ||||||||||
Ending Balance at Sep. 30, 2021 | $ 5,270,000 | $ 19,451,000 | $ 48,628,000 | 73,349,000 | |||||||||
Ending Balances (in shares) at Sep. 30, 2021 | 426,977 | 1,576,154 | 784,511 | ||||||||||
Beginning Balance at Dec. 31, 2021 | $ 5,421,000 | $ 19,451,000 | $ 48,477,000 | 73,349,000 | |||||||||
Beginning Balances (in shares) at Dec. 31, 2021 | 439,203 | 1,576,154 | 772,285 | ||||||||||
Beginning Balance at Dec. 31, 2021 | (76,165,000) | (10,565,501) | $ 0 | $ 10 | $ 259 | 147,000 | 0 | (76,312,000) | (10,565,770) | ||||
Beginning Balances (in shares) at Dec. 31, 2021 | 0 | 103,500 | 2,587,500 | ||||||||||
Conversion of Series A-2 Preferred stock to Series B Preferred stock, Shares | 194,494 | (194,494) | |||||||||||
Conversion of Series A-2 Preferred stock to Series B Preferred stock | $ 2,400,000 | $ (2,400,000) | |||||||||||
Stock-based compensation | 4,000 | 4,000 | |||||||||||
Net income (loss) | (1,004,000) | 3,386,081 | (1,004,000) | 3,386,081 | |||||||||
Ending Balance at Mar. 31, 2022 | (77,165,000) | (7,179,420) | $ 0 | $ 10 | $ 259 | 151,000 | (77,316,000) | (7,179,689) | |||||
Ending Balances (in shares) at Mar. 31, 2022 | 0 | 103,500 | 2,587,500 | ||||||||||
Ending Balance at Mar. 31, 2022 | $ 7,821,000 | $ 19,451,000 | $ 46,077,000 | 73,349,000 | |||||||||
Ending Balances (in shares) at Mar. 31, 2022 | 633,697 | 1,576,154 | 577,791 | ||||||||||
Beginning Balance at Dec. 31, 2021 | $ 5,421,000 | $ 19,451,000 | $ 48,477,000 | 73,349,000 | |||||||||
Beginning Balances (in shares) at Dec. 31, 2021 | 439,203 | 1,576,154 | 772,285 | ||||||||||
Beginning Balance at Dec. 31, 2021 | (76,165,000) | (10,565,501) | $ 0 | $ 10 | $ 259 | 147,000 | 0 | (76,312,000) | (10,565,770) | ||||
Beginning Balances (in shares) at Dec. 31, 2021 | 0 | 103,500 | 2,587,500 | ||||||||||
Net income (loss) | (3,798,000) | ||||||||||||
Ending Balance at Sep. 30, 2022 | (79,257,000) | (8,895,235) | $ 0 | $ 10 | $ 259 | 853,000 | 0 | (80,110,000) | (8,895,504) | ||||
Ending Balances (in shares) at Sep. 30, 2022 | 0 | 103,500 | 2,587,500 | ||||||||||
Ending Balance at Sep. 30, 2022 | $ 7,821,000 | $ 19,451,000 | $ 46,077,000 | 73,349,000 | |||||||||
Ending Balances (in shares) at Sep. 30, 2022 | 633,697 | 1,576,154 | 577,791 | ||||||||||
Beginning Balance at Mar. 31, 2022 | $ 7,821,000 | $ 19,451,000 | $ 46,077,000 | 73,349,000 | |||||||||
Beginning Balances (in shares) at Mar. 31, 2022 | 633,697 | 1,576,154 | 577,791 | ||||||||||
Beginning Balance at Mar. 31, 2022 | (77,165,000) | (7,179,420) | $ 0 | $ 10 | $ 259 | 151,000 | (77,316,000) | (7,179,689) | |||||
Beginning Balances (in shares) at Mar. 31, 2022 | 0 | 103,500 | 2,587,500 | ||||||||||
Stock-based compensation | 345,000 | 345,000 | |||||||||||
Net income (loss) | (902,000) | 182,562 | (902,000) | 182,562 | |||||||||
Ending Balance at Jun. 30, 2022 | (77,722,000) | (6,996,858) | $ 0 | $ 10 | $ 259 | 496,000 | 0 | (78,218,000) | (6,997,127) | ||||
Ending Balances (in shares) at Jun. 30, 2022 | 0 | 103,500 | 2,587,500 | ||||||||||
Ending Balance at Jun. 30, 2022 | $ 7,821,000 | $ 19,451,000 | $ 46,077,000 | 73,349,000 | |||||||||
Ending Balances (in shares) at Jun. 30, 2022 | 633,697 | 1,576,154 | 577,791 | ||||||||||
Stock-based compensation | 357,000 | 357,000 | |||||||||||
Remeasurement of Class A common stock | (1,278,750) | (1,278,750) | |||||||||||
Net income (loss) | (1,892,000) | (619,627) | (1,892,000) | (619,627) | |||||||||
Ending Balance at Sep. 30, 2022 | $ (79,257,000) | $ (8,895,235) | $ 0 | $ 10 | $ 259 | $ 853,000 | $ 0 | $ (80,110,000) | $ (8,895,504) | ||||
Ending Balances (in shares) at Sep. 30, 2022 | 0 | 103,500 | 2,587,500 | ||||||||||
Ending Balance at Sep. 30, 2022 | $ 7,821,000 | $ 19,451,000 | $ 46,077,000 | $ 73,349,000 | |||||||||
Ending Balances (in shares) at Sep. 30, 2022 | 633,697 | 1,576,154 | 577,791 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 2 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||||
Net income (loss) | $ (3,798,000) | $ (3,378,000) | $ (4,596,000) | $ (3,276,000) | |
Adjustments to reconcile net loss to net cash used in operating activities | |||||
Amortization of discount on secured convertible notes | 234,000 | 42,000 | 140,000 | 1,454,000 | |
Amortization of deferred financing costs | 0 | 239,000 | |||
Accrued interest added to principal of convertible notes | 0 | 1,615,000 | |||
Non-cash accrued interest related to convertible notes | 249,000 | 2,000 | 72,000 | 0 | |
Change in fair value of derivative liability | (578,000) | 0 | 27,000 | 0 | |
Gain on convertible note extinguishment | 0 | (6,345,000) | |||
PPP loan forgiveness | (91,000) | (84,000) | |||
Gain on sale of assets and liabilities held for sale | 0 | (71,000) | |||
Loss on disposal of other assets | 0 | 6,000 | |||
Stock-based compensation | 706,000 | 9,000 | 14,000 | 0 | |
Changes in operating assets and liabilities | |||||
Inventory | 0 | 55,000 | 55,000 | 137,000 | |
Prepaid costs/expenses | (3,000) | (7,000) | 12,000 | 129,000 | |
Capitalized merger costs | (1,005,000) | 0 | |||
Accounts payable | 1,206,000 | (160,000) | (297,000) | 225,000 | |
Accrued expenses and other current liabilities | 497,000 | (582,000) | (450,000) | 395,000 | |
Other assets | 0 | 4,000 | |||
Net cash used in operating activities | (2,492,000) | (4,019,000) | (5,114,000) | (5,572,000) | |
Cash flows from financing activities | |||||
Proceeds from issuance of convertible notes | 1,681,000 | 1,900,000 | 2,746,000 | 0 | |
Proceeds from issuance of Series B Preferred stock | 0 | 5,025,000 | |||
Repayment to settle convertible notes | 0 | (300,000) | |||
Proceeds from PPP loan | 91,000 | 104,000 | |||
Repayment of PPP loan | 0 | (20,000) | (20,000) | 0 | |
Proceeds from SBA loan | 0 | 63,000 | |||
Proceeds from borrowings on LMFA note payable | 350,000 | 0 | |||
Net cash provided by financing activities | 2,031,000 | 1,880,000 | 2,817,000 | 4,892,000 | |
Net decrease in cash | (461,000) | (2,139,000) | (2,297,000) | (680,000) | |
Cash, beginning of period | 510,000 | 2,807,000 | 2,807,000 | 3,487,000 | |
Cash, end of period | $ 2,807,000 | 49,000 | 668,000 | 510,000 | 2,807,000 |
Supplemental disclosure of cash flow information | |||||
Cash paid for income taxes | 0 | 1,000 | 0 | 1,000 | |
Cash paid for interest | 0 | 1,000 | 0 | 1,000 | |
Supplemental disclosure of noncash flow information | |||||
Fair value of derivative liability and discount on issuance of convertible notes | 499,000 | 0 | |||
Conversion of accrued expenses into convertible notes | 114,000 | 0 | |||
Other receivables of cash in transit for convertible notes | 58,000 | 0 | |||
Assets and liabilities held for sale exchanged for prepaid research and development | 0 | 110,000 | |||
Value of derivative liability on issuance of convertible notes | 52,000 | 444,000 | |||
Non-cash conversion of accrued expenses into convertible notes | 96,000 | 0 | |||
LMF ACQUISITION OPPORTUNITIES, INC. | |||||
Cash flows from operating activities | |||||
Net income (loss) | (5,236) | 2,949,016 | (40,258) | 75,317 | |
Adjustments to reconcile net loss to net cash used in operating activities | |||||
Formation costs paid by related parties | (107,789) | (126,413) | |||
Interest earned on marketable securities in trust | (431,930) | (11,820) | |||
Change in fair value of derivative liability | 0 | (5,801,362) | (702,400) | (1,185,940) | |
Changes in operating assets and liabilities | |||||
Accrued expenses | 1,489,326 | 154,275 | 253,671 | ||
Prepaid costs/expenses | 126,818 | 342,091 | (301,054) | ||
Net cash used in operating activities | (113,025) | (1,668,132) | (372,705) | (1,169,826) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Investment in Trust account | (1,035,000) | (105,578,132) | (105,570,000) | ||
Net cash used in investing activities | (1,035,000) | (105,578,132) | (105,570,000) | ||
Cash flows from financing activities | |||||
Insurance financing payments | (753,994) | ||||
Proceeds from issuance of private placement warrants | 5,738,000 | 5,738,000 | |||
Proceeds from issuance of units | 103,500,000 | ||||
Issue costs from issuance of units | (2,405,717) | ||||
Proceeds from notes and advances payable - related party | 2,818,205 | ||||
Repayment from notes and advances payable — related party | (49,800) | (151,413) | |||
Proceeds from notes - related party | 126,413 | 25,000 | |||
Proceeds from issuance of IPO units, net of offering costs | 101,141,418 | ||||
Proceeds from sale of stock to related party | 25,000 | ||||
Net cash provided by financing activities | 151,413 | 2,768,405 | 106,078,289 | 106,753,005 | |
Net decrease in cash | 38,388 | 65,273 | 127,452 | 13,179 | |
Cash, beginning of period | 51,567 | 38,388 | 38,388 | ||
Cash, end of period | $ 38,388 | 116,840 | 165,840 | 51,567 | 38,388 |
Supplemental disclosure of cash flow information | |||||
Reclassification of warrants to liability | 8,116,680 | 8,116,680 | |||
Deferred underwriting commissions in connection with the initial public offering | 3,806,185 | 3,622,500 | |||
Initial Classification of Class A shares subject to redemption | 105,570,000 | ||||
Representative Class A shares issued to Maxim | 10 | ||||
Class B dividend stock issued to Sponsor | 44 | ||||
Remeasurement of Class A common stock subject to redemption | 1,278,750 | 0 | |||
Series B Preferred Stock [Member] | |||||
Supplemental disclosure of noncash flow information | |||||
Conversion of Series | $ 2,400,000 | $ 0 | 151,000 | 0 | |
Series A-2 Preferred Stock [Member] | |||||
Supplemental disclosure of noncash flow information | |||||
Conversion of Series | 0 | 48,628,000 | |||
Series A-1 Preferred Stock [Member] | |||||
Supplemental disclosure of noncash flow information | |||||
Conversion of convertible notes | $ 0 | $ 19,696,000 |
Description of Business
Description of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Description of Organization and Business Operations | 1. DESCRIPTION OF BUSINESS Organization and description of business SeaStar Medical, Inc. (“the Company”, “we”, “SeaStar Medical”) 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. The Company is in the pre-revenue On April 21, 2022, LMF Acquisition Opportunities, Inc., (“LMAO”) entered into an Agreement and Plan of Merger with LMF Merger Sub, Inc., a wholly owned subsidiary of LMAO, and the Company (Merger). Upon completion of the Merger, LMF Merger Sub Inc., will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of LMAO (See also Note 12). Basis of presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. 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 condensed financial statements have been prepared on the same basis as the annual 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 and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any future annual or interim period. The accompanying interim unaudited condensed financial statements should be read in conjunction with the annual financial statements and the related notes thereto for the year ended December 31, 2021. Liquidity and Going Concern As of September 30, 2022, the Company has an accumulated deficit of $80,110 and cash of $49. 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 financial statements. We believe that this raises substantial doubt about our ability to continue as a going concern. Liquidity and Going Concern (continued) 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 significant 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 the Company after the Merger, when needed or on acceptable terms (See also Note 12). 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 interim 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, dependence on key personnel, 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. In March 2020, the World Health Organization declared the novel coronavirus disease (“COVID- 19”) outbreak a pandemic. The Company cannot at this time predict the specific extent, duration, or full impact that the COVID-19 COVID-19 | 1. DESCRIPTION OF BUSINESS Organization and description of business SeaStar Medical, Inc. (“the Company”) 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. The Company is in the pre-revenue Liquidity and Going Concern Management evaluated its future business activities and requirements under ASC Subtopic 205-40, Presentation of Financial Statements — Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The financial statements do not reflect any adjustments relating to the recoverability and reclassification of assets and liabilities that might be necessary if the Company is unable to continue as a going concern. Risks and uncertainties The Company is subject to risks common to early-stage Risks and uncertainties (continued) In March 2020, the World Health Organization declared the novel coronavirus disease (“COVID-19”) COVID-19 COVID-19 pandemic |
Lmf Acquisition Opportunities Inc [Member] | ||
Description of Organization and Business Operations | NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS LMF Acquisition Opportunities, Inc. (now known as SeaStar Medical Holding Corporation) (the “Company” or “LMAO”) was incorporated in Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. Business Combination On April 21, 2022, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with LMF Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”), and SeaStar Medical, Inc., a Delaware corporation (“Old SeaStar Medical”). On October 28, 2022 (the “Closing Date”), LMAO consummated the merger transaction contemplated by the Merger Agreement, whereby Merger Sub merged with and into Old SeaStar Medical, with Old SeaStar Medical surviving the merger in accordance with the Delaware General Corporation Law as a wholly owned subsidiary of the Company (the “Merger” and, collectively with the other transactions described in the Merger Agreement and the related ancillary agreements, the “Business Combination”). Upon the closing of the Merger, the registrant changed its name from LMF Acquisition Opportunities, Inc. to SeaStar Medical Holding Corporation. The aggregate consideration payable to the stockholders of Old SeaStar Medical at the closing of the Business Combination (the “Closing”) was $85,408,328, which consisted of an aggregate equity value of Old SeaStar Medical of $85,000,000, minus deductions for indebtedness of Old SeaStar Medical and Old SeaStar Medical transaction expenses in excess of $800,000, plus the aggregate exercise price of (1) Old SeaStar Medical warrants issued and outstanding immediately prior to the Closing and (2) Old SeaStar Medical options issued and outstanding immediately prior to the Closing, less the value of the shares of Common Stock (as defined below) underlying the assumed equity (the “Closing Merger Consideration”). The Closing Merger Consideration was payable solely in shares of LMAO common stock, par value $0.0001 per share (“Common Stock”), valued at $10.00 per share, resulting in the issuance of 7,837,628 shares of common stock, par value $0.0001 per share, of Common Stock to holders of stock of Old SeaStar Medical immediately prior to the Closing. At the Closing, shares of class B common stock, par value $0.001 per share, of LMAO (“Class B Common Stock”) automatically converted into shares of class A common stock, par value $0.0001 per share, of LMAO (“Class A Common Stock”) on a one-to-one basis, and pursuant to the charter of LMAO after the Business Combination, Class A Common Stock and Class B Common Stock was reclassified as Common Stock. At the Closing, each of Old SeaStar Medical’s issued and outstanding convertible notes automatically converted into shares of Old SeaStar Medical common stock (the “Note Conversion”). Immediately prior to the effectiveness of the Business Combination, each share of Old SeaStar Medical’s issued and outstanding preferred stock automatically converted into shares of Old SeaStar Medical common stock (the “Preferred Conversion”) and those Old SeaStar Medical warrants that would be exercised or exchanged in connection with the Business Combination pursuant to the terms thereof were exercised for shares of Old SeaStar Medical common stock. At Closing, the (i) Old SeaStar Medical warrants that would not be exercised or exchanged in connection with the Business Combination were assumed by LMAO and converted into warrants to purchase Common Stock, (ii) outstanding options for shares of Old SeaStar Medical common stock under Old SeaStar Medical’s equity plan were assumed by LMAO and converted into options to purchase Common Stock, and (iii) issued and outstanding restricted stock unit awards under Old SeaStar Medical’s current equity plan were assumed by LMAO and converted into LMAO restricted stock units. In connection with the Business Combination, holders of 8,878,960 shares of Common Stock exercised their right to redeem their shares after giving effect to any redemption reversals requested by stockholders to reverse their election to have their shares redeemed. Prepaid Forward Agreements On October 17 and October 2 6 PIPE Financing In connection with the Common Stock Purchase Agreement and Letter Agreement On August 23, 2022, LMAO entered into an equity line financing arrangement through a Common Stock Purchase Agreement (the “Common Stock Purchase Agreement”) with Tumim Stone Capital LLC (“Tumim”), pursuant to which, after the Closing Date, subject to the conditions set forth in the Common Stock Purchase Agreement, LMAO has the right to sell to Tumim up to $100,000,000 worth of shares of Common Stock, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement (the “Common Stock Investment”). The Common Stock Purchase Agreement provides for a commitment fee (the “Commitment Fee”) in the amount of $2.5 million payable to Tumim, and such Commitment Fee shall be paid in shares of the Common Stock based on the weighted average trading price of the Common Stock prior to the filing of a registration statement pursuant to the registration rights agreement (the “Commitment Shares”). On October 2 8 Amendment to Credit Agreement with LM Funding America, Inc. (“LMFA”) and Amended Promissory Note On October 28, 2022, Old SeaStar Medical and LMFA entered into the First Amendment to Credit Agreement, dated September 9, 2022 between LMFA and Old SeaStar Medical (the “First Amendment to Credit Agreement”), pursuant to which the parties amended the Credit Agreement and entered into an Amended and Restated Promissory Note (the “LMFA Note”) to (i) extend the maturity date of the loan under the Credit Agreement to October 30, 2023; (ii) permit the LMFA Note be prepaid without premium or penalty; (iii) require the Company to use 5.0% of the gross cash proceeds received by the Company LMFAO Sponsor LLC (“Sponsor”) Promissory Note On October 28, 2022, the Company entered into a Consolidated Amended and Restated Promissory Note with Sponsor as the lender, for an aggregate principal amount of $2,785,000 (the “Sponsor Note”) to amend and restate in its entirety (i) the Promissory Note, dated July 29, 2022, for $1,035,000 in aggregate principal amount issued by LMAO to the Sponsor and (ii) the Amended and Restated Promissory Note, dated July 28, 2022, for $1,750,000 in aggregate principal amount, issued by LMAO to the Sponsor (collectively, the “Original Notes”). The Sponsor Note amended and consolidated the Original Notes to: (i) extend maturity dates of the Original Notes to October 30, 2023; (ii) permit outstanding amounts due under the Sponsor Notes to be prepaid without premium or penalty; and (iii) require the Company to use 5.0% of the gross cash proceeds received from any future debt and equity financing to pay outstanding balance of Sponsor Note, provided that such repayment is not required for the first $500,000 of cash proceeds. The Sponsor Note carries an interest rate of 7% per annum and contains customary representations and warranties and affirmative and negative covenants. The Sponsor Note is also subject to customary events of default, the occurrence of which may result in the Sponsor Promissory Note then outstanding becoming immediately due and payable, with interest being increased to 15.0% per annum. In addition, on October 28, 2022, the parties entered into a Security Agreement (the “Sponsor Security Agreement”), pursuant to which the Company and Old SeaStar Medical granted Sponsor a security interest in substantially all of the assets and property of the Company and Old SeaStar Medical, subject to certain exceptions, as collateral to secure the Company’s obligations under the Sponsor Note. In addition, Old SeaStar Medical entered into a Guaranty, dated October 28, 2022 (the “Sponsor Guaranty”), pursuant to which Old SeaStar Medical unconditionally guarantees and promises to pay to Sponsor the outstanding principal amount under the LMFA Note. Maxim Group LLC (“Maxim”) Promissory Note Pursuant to an engagement letter between Old SeaStar Medical and Maxim dated October 28, 2022, Old SeaStar Medical or the Company following the consummation of the Business Combination, was required to pay Maxim, as its financial advisor and/or placement agent, an amount equal to $4,182,353 in cash as professional fees. Upon the closing of the Business Combination, the parties agreed that $4,182,353 of such amount would be paid in the form of a promissory note. Accordingly, on October 28, 2022, the Company entered into a Promissory Note with Maxim as the lender, for an aggregate principal amount of $4,182,353 (the “Maxim Note”). The Maxim Note has a maturity date of October 30, 2023 and outstanding amount may be prepaid without premium or penalty. If the Company receives any cash proceeds from a debt or equity financing transaction prior to the maturity date, then the Company is required to prepay the indebtedness equal to 25.0% of the gross amount of the cash proceeds, provided that such repayment obligation shall not apply to the first $500,000 of the cash proceeds received by the Company. Interest on the Maxim Note is due at 7.0% per annum. The Maxim Note contains customary representations and warranties, and affirmative and negative covenants. The Maxim Note is also subject to customary events of default, the occurrence of which may result in the Maxim Promissory Note then outstanding becoming immediately due and payable, with interest being increased to 15.0% per annum. Intercreditor Agreement On October 28, 2022, Maxim, LMFA, Sponsor (collectively, the “Creditors”), SeaStar Medical and the Company entered into an Intercreditor Agreement (the “Intercreditor Agreement”) in order to set forth their relative rights under the LMFA Note, Sponsor Note and Maxim Note, including the payments of amounts by the Company upon an event of default under such notes. Pursuant to the Intercreditor Agreement, each Creditor agrees and acknowledges that LMFA and Sponsor have been granted liens on the collateral as set forth in the applicable LMFA Security Agreement and Sponsor Security Agreement. Each Creditor also agrees and acknowledges that Maxim’s indebtedness under the Maxim Promissory Note is unsecured. Prior to the Business Combination As of September 30, 2022, the Company had not yet commenced any operations. All activity for the period from October 28, 2020 (inception) through September 30, 2022 relates to the Company’s formation, the initial public offering (“IPO”), which is described below, and the search for and due diligence on a potential target for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is LMFAO Sponsor, LLC, a Delaware limited liability company (“Sponsor”). The registration statement for the Company’s IPO was declared effective on January 25, 2021 (the “IPO Effective Date”). On January 28, 2021, the Company consummated the IPO 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, which is described in Note 5. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,738,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to LMFAO Sponsor LLC, a Florida limited liability company (the “Sponsor”), generating gross proceeds of $5,738,000, which is described in Note 6. Transaction costs for the IPO amounted to $6,211,902 consisting of $2,070,000 of underwriting discount, $3,622,500 of deferred underwriting fee, the fair value of the shares issued to the underwriters of $1,000 deemed as underwriters’ compensation, and $518,402 of other offering costs. In addition, $974,009 of cash was held outside of the Trust Account (as defined below) as of the date of the IPO and became available for working capital purposes at such time. Following the closing of the IPO on January 28, 2021, an amount of $105,570,000 ($10.20 Rule 2a-7 Going Concern Consideration Prior to the Business Combination, the Company incurred significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management previously determined that if the Company was unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of the IPO, the requirement that the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. While the company has agreements under the above-described PIPE Investment, Prepaid Forward Agreements, and equity line under the Common Stock Purchase Agreement in place to generate sufficient capital to fund operations over the next 12 months, the uncertainty related to market conditions may hinder the companies ability to raise capital. The accompanying financial statement has been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. | Note 1 — Description of Organization and Business Operations LMF Acquisition Opportunities, Inc. (the “Company”) was incorporated in Delaware in October 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company has selected December 31 as its fiscal year end. As of December 31, 2021, the Company had not yet commenced any operations. All activity for the period from October 28, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s IPO was declared effective on January 25, 2021 (the “Effective Date”). On January 28, 2021, the Company consummated the IPO 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, which is described in Note 2. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,738,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to LMFAO Sponsor LLC, a Florida limited liability company (the “Sponsor”), generating gross proceeds of $5,738,000, which is described in Note 4. Transaction costs for the IPO amounted to $6,211,902 consisting of $2,070,000 of underwriting discount, $3,622,500 of deferred underwriting fee, the fair value of the shares issued to the underwriters of $1,000 deemed as underwriters’ compensation, and $518,402 of other offering costs. In addition, $974,009 of cash was held outside of the Trust Account (as defined below) as of the date of the IPO and became available for working capital purposes at such time. Following the closing of the IPO on January 28, 2021, an amount of $105,570,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the period. Significant estimates include the valuation of derivative liabilities and the amount of share-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 significant concentration of credit risk consist primarily of cash. Periodically, the Company may maintain deposits in financial institutions in excess of government insured limits. We believe that we are not exposed to significant credit risk as our deposits are held at financial institutions that management believes to be of high credit quality. The Company has not experienced any losses on deposits since inception. Fair value disclosures 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 derivative liabilities are classified as Level 3 in the fair value hierarchy. Fair value disclosures (continued) The following table presents the changes in the derivative liability for the nine months ended September 30, 2022 and 2021: Level 3 Rollforward Derivative Balance December 31, 2021 $ 526 Additions 52 Changes in fair value (578 ) Balance September 30, 2022 $ — Balance December 31, 2020 $ — Additions 444 Changes in fair value — Balance September 30, 2021 $ 444 Derivative liabilities in the amounts of $4, $0, $35 and $13, were recorded on January 31, 2022, February 28, 2022, March 16, 2022 and March 31, 2022, respectively, for the issuance of convertible notes along with a corresponding debt discount (see Note 6). The derivative liabilities are remeasured each reporting period using a probability-weighted model and assumption related to the conversion price and timing of conversion. The put option liability was valued based on the calculated returns as a result of the various discounts included in the Company’s convertible notes and the related probability assessments of the various settlement scenarios. 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. In accordance with the JOBS Act, the Company has delayed adoption of ASU 2020-06— Debt (Subtopic 470-20), 2019-12— Income Taxes (Topic 740), 2020-10— Codification Improvements. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). Segment information The Company operates in one operating segment and, accordingly, no segment disclosures have been presented herein. Use of estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the period. Significant estimates include the valuation of derivative liabilities, the amount of share-based Cash The Company maintains its cash in a commercial bank in the United States (U.S.) which is insured by the Federal Deposit Insurance Corporation up to $250,000. The Company considers all liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company does not have any cash equivalents at December 31, 2021 and 2020. Concentrations of credit risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash. Periodically, the Company may maintain deposits in financial institutions in excess of government insured limits. We believe that we are not exposed to significant credit risk as our deposits are held at financial institutions that management believes to be of high credit quality. The Company has not experienced any losses on deposits since inception. Inventory Inventory consists of finished goods, manufactured by a third party and is stated at the lower of cost (first-in, first-out) Income taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates expected to apply to taxable income in the periods in which such differences are expected to reverse. A valuation allowance is provided when the realization of net deferred tax assets is not deemed more likely than not. The Company complies with the provisions of Accounting Standards Codification 740, Income Taxes Fair value of financial instruments The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. The Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 820, Fair Value Measurements and Disclosures (ASC 820), establishes a hierarchy of inputs used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are those that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of financial instruments and is not a measure of the investment credit quality. The three levels of the fair value hierarchy are described below: 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). Recurring fair value measurements The financial liabilities that were measured and recorded at their estimated fair value on a recurring basis consisted of our derivative liabilities that were related to the conversion option of the secured convertible notes, which were accounted for as liabilities remeasured through our statement of operations. The fair value of the derivative liabilities were classified as Level 3 in the fair value hierarchy. The following table presents the changes in the derivative liability for the years ended December 31, 2021 and 2020 (in thousands): Level 3 Rollforward Derivative Balance December 31, 2019 $ 9,010 Recognized as part of the net gain on early extinguishment of convertible notes (9,010 ) Balance December 31, 2020 — Additions 499 Changes in fair value 27 Balance December 31, 2021 $ 526 Derivative liabilities in the amounts of $80,000, $364,000 and $55,000 were recorded on June 10, 2021, September 10, 2021 and December 31, 2021, respectively, for the issuance of convertible notes along with a corresponding debt discount (see Note 4). The derivative liabilities are remeasured each reporting period using a probability-weighted model and assumption related to the conversion price and timing of conversion. The put option liability was valued based on the calculated returns as a result of the various discounts included in the Company’s convertible notes and the related probability assessments of the various settlement scenarios. The change in the fair value of the derivative liabilities during the year ended December 31, 2021, was $27,000. A derivative liability was recorded in the balance sheet as of December 31, 2019 as a long-term liability (see Note 4). There was no change in the fair value of the derivative liability during the year ended December 31, 2020. The derivative liability was recognized as part of the net gain on early extinguishment of convertible notes during the year ended December 31, 2020, when the secured convertible notes were converted and settled. The estimated fair value of prepaid expenses, accounts payable and accrued expenses approximate their fair value because of the short-term Stock-based compensation In accordance with ASC Topic 718, Compensation — Stock Compensation Stock-based compensation (continued) Due to the absence of an active market for the Company’s common stock, the Company utilized methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation Research and development expenses Expenditures made for research and development are charged to expense as incurred. External costs consist primarily of payments for laboratory supplies purchased in connection with the company’s discovery and preclinical activities, and process development and clinical development activities. Internal costs consist primarily of employee-related costs, consultants fees and cost related to compliance with regulatory requirements. Nonrefundable advance payments for goods and services that will be used in future research and development activities are capitalized and recorded as expense in the period that the Company receives the good or when services are performed. The Company records expenses related to external research and development services based on actual services received and efforts expended pursuant to invoices and contracts with consultants that supply, conduct and manage preclinical studies and clinical trials on its behalf. 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. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recently issued accounting standards not yet adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC Topic 842) right-of-use |
Lmf Acquisition Opportunities Inc [Member] | ||
Summary of Significant Accounting Policies | NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The interim financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and September 30, 2021, respectively, are unaudited. In the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to provide a fair statement of the results for the interim periods. Operating results for the Three and Nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. The accompanying balance sheet as of December 31, 2021, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Cash and Marketable Securities Held in Trust Account At September 30, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury Securities Money Market Funds. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. The Company had $107,048,750 and $105,581,820 in investments held in the Trust Account as of September 30, 2022 and December 31, 2021, respectively. Class A Common Stock Subject to Possible Redemption The Company accounts for the Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as shareholders’ equity. The Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021 , respectively, shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts carrying value of redeemable shares of common stock to equal the redemption value at the end of the reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A common stock resulted in charges against additional paid-in On October 28, 2022, as a result of the Business Combination, the Class A Common Stock was reclassified as Common Stock of the Company. See Note 1. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 . As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The is re-assessed at ASC 825-10 “Financial The 10,350,000 warrants issued in connection with the IPO (the “Public Warrants”) and the 5,738,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, to re-measurement at as non-current liabilities Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed consolidated balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes”, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not In assessing realizable deferred tax assets, management assesses the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent that recovery is not likely or there is insufficient operating history, a valuation allowance is established. The Company adjusts the valuation allowance in the period management determines it is more likely than not that net deferred tax assets will or will not be realized. As of September 30, 2022, the Company determined that a valuation allowance should be established. As of September 30, 2022 and December 31, 2021, the Company did not recognize any assets or liabilities relative to uncertain tax positions. Interest or penalties, if any, will be recognized in income tax expense. Since there are no significant unrecognized tax benefits as a result of tax positions taken, there are no accrued penalties or interest. Tax positions are positions taken in a previously filed tax return or positions expected to be taken in a future tax return that are reflected in measuring current or deferred income tax assets and liabilities reported in the financial statements. The Company reflects tax benefits, only if it is more likely than not that the Company will be able to sustain the tax return position, based on its technical merits. If a tax benefit meets this criterion, it is measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized. Management does not believe that there are any uncertain tax positions at September 30, 2022 and December 31, 2021. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the period. The Company applies the two-class Private Placement Warrants for the three and nine month periods ended September 30, 2022 and 2021 as the exercise prices were greater than the average market price during the period (out-of-the-money Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Note 2 — Significant Accounting Policies Basis of Presentation Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and December 31, 2020. Cash and Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Securities Money Market Funds. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for the Class A Ordinary Shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A Ordinary Shares are classified as shareholders’ equity. The Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2021 and December 31, 2020, 10,350,000 and zero, respectively, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts carrying value of redeemable Ordinary Shares to equal the redemption value at the end of the reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A Ordinary Shares resulted in charges against additional paid-in Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of December 31, 2021 and 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 10,350,000 Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The is re-assessed at ASC 825-10 “Financial The 10,350,000 warrants issued in connection with the IPO (the “Public Warrants”) and the 5,768,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, to re-measurement at as non-current liabilities Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not In assessing realizable deferred tax assets, management assesses the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent that recovery is not likely or there is insufficient operating history, a valuation allowance is established. The Company adjusts the valuation allowance in the period management determines it is more likely than not that net deferred tax assets will or will not be realized. As of December 31, 2021, the Company determined that a valuation allowance should be established. As of December 31, 2021 and December 31, 2020, the Company did not recognize any assets or liabilities relative to uncertain tax positions. Interest or penalties, if any, will be recognized in income tax expense. Since there are no significant unrecognized tax benefits as a result of tax positions taken, there are no accrued penalties or interest. Tax positions are positions taken in a previously filed tax return or positions expected to be taken in a future tax return that are reflected in measuring current or deferred income tax assets and liabilities reported in the financial statements. The Company reflects tax benefits, only if it is more likely than not that the Company will be able to sustain the tax return position, based on its technical merits. If a tax benefit meets this criterion, it is measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized. Management does not believe that there are any uncertain tax positions at December 31, 2021 and December 31, 2020. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the period. The Company applies the two-class (out-of-the-money Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Government Money Market Fund He
Government Money Market Fund Held in Trust account | 9 Months Ended |
Sep. 30, 2022 | |
Lmf Acquisition Opportunities Inc [Member] | |
Government Money Market Fund Held in Trust account | NOTE 3. GOVERNMENT MONEY MARKET FUND HELD IN TRUST ACCOUNT As of September 30, 2022, substantially all of the assets totaling approximately $107,048,750 were held in a treasury money market fund. Management elects to measure the treasury money market fund at fair value in accordance with the guidance in ASC Topic 825 “Financial Instruments”. Any changes in fair value of the government securities are recognized in net income. Impairment of government securities is recognized in earnings when a decline in value has occurred that is deemed to be other than temporary, and the current fair value becomes the new cost basis for the securities. |
Capitalized Merger Costs
Capitalized Merger Costs | 9 Months Ended |
Sep. 30, 2022 | |
Capitalized Merger Costs [Abstract] | |
Capitalized Merger Costs | 3. CAPITALIZED MERGER COSTS Capitalized merger costs as of September 30, 2022 consisted entirely of specific incremental costs directly attributable to the Agreement and Plan of Merger which have been deferred in accordance Staff Accounting Bulletin (SAB) Topic 5.A. |
Accrued Expenses
Accrued Expenses | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accrued Liabilities, Current [Abstract] | ||
Accrued Expenses | 4. ACCRUED EXPENSES Accrued expenses consisted of the following amounts as of September 30, 2022 and December 31, 2021: September 30, December 31, Accrued interest $ 321 $ 72 Accrued director remuneration 185 — Accrued research and development 130 58 Accrued bonus 105 — Accrued merger costs 57 — Accrued other 24 29 Accrued legal 14 27 Total accrued expenses $ 836 $ 186 | 3. ACCRUED EXPENSES Accrued expenses consisted of the following amounts (in thousands) as of December 31, 2021 and 2020: 2021 2020 Accrued research and development $ 58 $ 485 Accrued bonus — 47 Accrued legal 27 40 Accrued interest 72 — Accrued other 29 106 Total accrued expenses $ 186 $ 678 |
LMFA Note Payable
LMFA Note Payable | 9 Months Ended |
Sep. 30, 2022 | |
Notes Payable [Abstract] | |
LMFA Note Payable | 5. LMFA Note Payable On September 9, 2022, the Company entered into a credit agreement (“LMFA Note Payable”) with LM Funding America, Inc. (“LMFA”), an affiliate of LMAO, pursuant to which LMFA agreed to make advances to the Company of up to $700 for general corporate purposes at an interest rate of 15% per annum. All advances made to the Company under the LMFA Note Payable and accrued interest are due and payable to LMFA on the maturity date. The maturity date of the loan is the earlier of (a) October 25, 2022, (b) the consummation of the Merger, and (c) the termination of the Merger agreement. As of September 30, 2022, the Company has borrowed $350 under the LMFA Note Payable (See also Note 12). |
Convertible Notes
Convertible Notes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Convertible Notes | 6. CONVERTIBLE NOTES Dow Notes The Company issued convertible note agreements to the Dow Employees’ Pension Plan Trust (Dow Notes) in the amounts of $120, $480 and $120 on March 16, 2022, April 12, 2022 and April 18, 2022, respectively. The term for the March 16, 2022 note is two years from the issuance date and the term for the April 12, 2022 and April 18, 2022 notes is three years from the issuance date. Interest on the unpaid balances will accrue at the rate of eight percent per year. Upon the occurrence of a qualified financing event, as defined in the note agreements, prior to the maturity date, the principal plus accrued interest will convert into shares of the Company’s stock at a 20% discount on the price per share of the stock price. On February 8, 2022 an amendment was issued that includes an offering to convert Series A-2 In August and September 2022, certain Dow Notes were amended to extend their maturity dates. The maturity dates for all Dow Notes as of September 30, 2022 are as follows: Issue Date Amount Maturity Date June 2021 $ 300 December 2022 September 2021 840 December 2024 October 2021 240 December 2024 November 2021 240 December 2024 March 2022 120 March 2024 April 2022 480 April 2025 April 2022 120 April 2025 $2,340 Union Carbide Notes The Company issued convertible note agreements to the Union Carbide Employees’ Pension Plan Trust (Union Carbide Notes) in the amounts of $80, $320 and $80 on March 16, 2022, April 12, 2022 and April 18, 2022, respectively. The term for the March 16, 2022 note is two years from the issuance date and the term for the April 12, 2022 and April 18, 2022 notes is three years from the issuance date. Interest on the unpaid balance will accrue at the rate of eight percent per year. Upon the occurrence of a qualified financing event, as defined in the note agreements, prior to the maturity date, the principal plus accrued interest will convert into shares of the Company’s stock at a 20% discount on the price per share of the stock price. On February 8, 2022 an amendment was issued that includes an offering to convert Series A-2 In August and September 2022, certain Union Carbide Notes were amended to extend their maturity dates. The maturity dates for all Union Carbide Notes as of September 30, 2022 are as follows: Issue Date Amount Maturity Date June 2021 $ 200 December 2022 September 2021 560 December 2024 October 2021 160 December 2024 November 2021 160 December 2024 March 2022 80 March 2024 April 2022 320 April 2025 April 2022 80 April 2025 $1,560 The fair value of the conversion features was separated from the convertible notes and reported as a debt discount and derivative liability as discussed in Note 2, Recurring fair value measurements. For the note issuances during the nine months ended September 30, 2022, the Company recorded a $14 discount and corresponding derivative liability. The fair value of the derivative liability is $0 as of September 30, 2022. Dow and Union Carbide notes issued on April 12, 2022 and April 18, 2022 In connection with the notes issued to Dow and Union Carbide on April 12, 2022 and April 18, 2022, SeaStar Medical shareholders voted and agreed that, upon the filing of the Ninth Amended and Restated Certificate of Incorporation and immediately prior to the effective date of the Merger, SeaStar Medical shall convert or exchange each share of Series A-1 IBT Notes During the nine months ended September 30, 2022, the Company converted additional unpaid invoices in the amounts of $76 and $20 into convertible note agreements with IBT and David Humes, respectively, (collectively the “IBT Notes”). The term for the IBT Notes is three years. Interest on the unpaid balances will accrue at the rate of eight percent per year. Upon the occurrence of a qualified financing event, as defined in the note agreements, prior to the maturity date, the principal plus accrued interest will convert into shares of the Company’s stock at a 20% discount on the price per share of the stock price. At issuance, the fair value of the conversion feature was separated from the convertible notes and reported as a debt discount and derivative liability. The Company recorded debt discounts and corresponding derivative liabilities totaling $17 related to the IBT Notes issued during the nine months ended September 30, 2022. The fair value of the derivative liability is $0 as of September 30, 2022. Investor Notes During the nine months ended September 30, 2022, the Company issued convertible notes to investors for a total amount of $422 (collectively the “Investor Notes”). The term of all notes is three years from the date of issuance. Interest on the unpaid principal balances will accrue at the rate of eight percent per year. Upon the occurrence of a qualified financing event, as defined in the note agreements, prior to the maturity date, the principal plus accrued interest will convert into shares of the Company’s stock at a 20% discount on the price per share of the stock price. Pursuant to the terms of the Bridge Note Financing, SeaStar Medical agreed to convert, immediately prior to the effective date of a Merger, each share of Series A-2 A-2 1:2 Omnibus Amendment On April 12, 2022, the Company amended all its convertible note agreements with an omnibus amendment to stipulate that in the event that a Merger is consummated on or prior to maturity date, the outstanding balance of the notes shall automatically convert into shares of common stock of the Company at a conversion price equal to $10 per share of common stock immediately prior to the consummation of a Merger. As a result of this settlement feature included in the amended convertible note agreements, the Company determined the fair value of the derivative liability was $0 as of September 30, 2022. The convertible notes and debt discounts consist of the following at September 30, 2022 and December 31, 2021: September 30, December 31, Dow Notes $ 2,340 $ 1,620 Union Carbide Notes 1,560 1,080 IBT & David Humes Notes 210 114 Investor Notes 526 104 Unamortized Debt Discount (176 ) (359 ) 4,460 2,559 Less current portion (413 ) (2,378 ) $ 4,047 $ 181 Future maturities of principal repayment of the convertible notes as of September 30, 2022 are as follows: Years ending December 31: 2022 (remaining) $ 500 2023 — 2024 2,618 2025 1,518 Total $ 4,636 | 4. CONVERTIBLE NOTES Dow Notes The Company issued convertible note agreements to the Dow Employees’ Pension Plan Trust (Dow) in the amounts of $300,000, $840,000, $240,000 and $240,000 on June 10, 2021, September 10, 2021, October 15, 2021 and November 15, 2021, respectively, (collectively the “Dow Notes”). The terms for the Dow Notes are one year from their respective issuance dates. Interest on the unpaid balances will accrue at the rate of eight percent per year. Upon the occurrence of a qualified financing event, as defined in the note agreements, prior to the maturity date, the principal plus accrued interest will convert into shares of the Company’s stock at a 20% discount on the price per share of the stock price. At each issuance, the fair value of the conversion features was separated from the convertible notes and reported as a debt discount and put option liability as discussed in Note 2, Recurring fair value measurements. In 2021, the Company recorded a total of $267,000 as debt discounts related to the Dow Notes. Union Carbide Notes The Company issued convertible note agreements to the Union Carbide Employees’ Pension Plan Trust (Union Carbide) in the amounts of $200,000, $560,000, $160,000 and $160,000 on June 10, 2021, September 10, 2021, October 15, 2021 and November 15, 2021, respectively, (collectively the “Union Carbide Notes”). The terms for the Union Carbide Notes are one year from their respective issuance dates. Interest on the unpaid balances will accrue at the rate of eight percent per year. Upon the occurrence of a qualified financing event, as defined in the note agreements, prior to the maturity date, the principal plus accrued interest will convert into shares of the Company’s stock at a 20% discount on the price per share of the stock price. At each issuance, the fair value of the conversion features was separated from the convertible notes and reported as a debt discount and put option liability as discussed in Note 2, Recurring fair value measurements. In 2021, the Company recorded a total of $177,000 as debt discounts related to the Union Carbide Notes. IBT & David Humes Notes On December 31, 2021, the Company converted unpaid invoices in the amounts of $69,000 and $45,000 into convertible note agreements with IBT and David Humes, respectively (collectively the “IBT Notes”). The term for the IBT Notes is three years. Interest on the unpaid balances will accrue at the rate of eight percent per year. Upon the occurrence of a qualified financing event, as defined in the note agreements, prior to the maturity date, the principal plus accrued interest will convert into shares of the Company’s stock at a 20% discount on the price per share of the stock price. The IBT Notes also include an offering to convert Series A-2 Investor Notes On December 31, 2021, the Company issued convertible notes to investors for a total amount of $104,000 (collectively the “Investor Notes”). The term of all notes is three years from the date of issuance. Interest on the unpaid principal balances will accrue at the rate of eight percent per year. Upon the occurrence of a qualified financing event, as defined in the note agreements, prior to the maturity date, the principal plus accrued interest will convert into shares of the Company’s stock at a 20% discount on the price per share of the stock price and include an offering to convert Series A-2 The discounts recorded at the time of the above issuances are amortized to interest expense over the life of the convertible notes using the effective interest method. Amortization of the debt discounts for the years ended December 31, 2021 and 2020 was $140,000, and $0, respectively. The convertible notes and debt discounts consist of the following at December 31 (in thousands): 2021 2020 Dow Notes $ 1,620 $ — Union Carbide Notes 1,080 — IBT & David Humes Notes 114 — Investor Notes 104 Unamortized Debt Discount (359 ) — 2,559 — Less current portion (2,378 ) — $ 181 $ — Future maturities of principal repayment of the convertible notes as of December 31, 2021 are as follows (in thousands): Years ending December 31, 2022 $ 2,700 2023 — 2024 218 $ 2,918 Convertible promissory notes 2018 and 2019 Between 2018 and 2019, the Company entered into several convertible promissory notes with lenders with an aggregate principal amount of $15.7 million and original maturity dates in 2021. The convertible notes had interest rates of 15% per annum and were secured by all of the assets of the Company. The convertible notes contained settlement features which required the conversion of outstanding principal and interest into shares of the Company’s stock upon the occurrence of a change in control, initial public offering, or a qualified financing event. At issuance, the fair value of the conversion features was separated from the convertible notes and reported as a debt discount and put option liability. The Company recorded $4.5 million and $2.1 million as a debt discount during the years ended December 31, 2018 and 2019, respectively. The discount was amortized to interest expense over the life of the secured convertible notes using the effective interest method. Amortization of the debt discount for the year ended December 31, 2020, was $1.5 million. In addition, in connection with obtaining the convertible notes, in prior years the Company paid $800,000 and $300,000 to third parties in deferred financing costs. The deferred financing costs were amortized to interest expense over the life of the convertible notes using the effective interest method. Amortization for the year ended December 31, 2020, was $239,000. During 2020, the Company entered into settlement agreements with the existing lenders which converted outstanding notes payable principal and accrued interest to equity shares of the Company and released the Company from obligations related to the notes. Aggregate outstanding principal and accrued interest of $19.5 million was converted into Series A-1 |
Prepaid Expenses
Prepaid Expenses | 9 Months Ended |
Sep. 30, 2022 | |
LMF ACQUISITION OPPORTUNITIES, INC. | |
Prepaid Expenses | NOTE 4. PREPAID EXPENSES As of September 30, 2022, the Company had prepaid expenses of approximately $174,000 primarily in connection with the prepayment for D&O insurance and professional services. |
Initial Public Offering
Initial Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
LMF ACQUISITION OPPORTUNITIES, INC. | ||
Initial Public Offering | NOTE 5. INITIAL PUBLIC OFFERING Pursuant to the IPO on January 28, 2021, the Company sold 10,350,000 Units, at a purchase price of $10.00 per Unit. Each unit consists of one share of Class A common stock, and one warrant to purchase one share of Class A common stock. Each warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation (see Note 9). An aggregate of $10.20 per Unit sold in the IPO is being held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 months from the closing of the IPO if the Company extends the period of time to consummate a business combination, which the Company elected (See Note 1), as described in more detail the prospectus for the IPO), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the IPO on January 28, 2021, the Company sold 10,350,000 Units, at a purchase price of $10.00 per Unit. Each unit consists of one share of Class A common stock and one warrant to purchase one share of Class A common stock. Each warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. (see Note 7). Aggregate of $10.20 per Unit sold in the IPO is being held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 |
Private Placement
Private Placement | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
LMF ACQUISITION OPPORTUNITIES, INC. | ||
Private Placement | NOTE 6. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Company consummated a private placement with the Company’s Sponsor purchasing an aggregate of 5,738,000 warrants at a price of $1.00 per warrant, for an aggregate purchase price of $5,738,000. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. The Private Placement Warrants will be non-redeemable from the IPO Effective Date. The Company’s Sponsor agreed to (i) waive its redemption rights with respect to its founder shares and Public Shares in connection with the completion of the Company’s initial Business Combination, (ii) waive its redemption rights with respect to its founder shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete its initial Business Combination within 18 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a business combination, which the Company elected to do (See Note 1), as described in more detail in the prospectus for the IPO) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete its initial Business Combination within 18 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a business combination, which the Company elected to do (See Note 1)). In addition, the Company’s Sponsor agreed to vote any founder shares it holds and any Public Shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Company’s initial Business Combination. | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Company consummated a private placement with the Company’s Sponsor purchasing an aggregate of 5,738,000 warrants at a price of $1.00 per warrant, for an aggregate purchase price of $5,738,000. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. The Private Placement Warrants will be non-redeemable The Company’s Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and Public Shares in connection with the completion of the Company’s initial Business Combination, (ii) waive its redemption rights with respect to its founder shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete its initial Business Combination within 18 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a business combination, as described in more detail in the prospectus for the IPO) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
LMF ACQUISITION OPPORTUNITIES, INC. | ||
Related Party Transactions | NOTE 7. RELATED PARTY TRANSACTIONS Related Party Loans On November 6, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan was non-interest In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Company decided to forgo the option to convert the loan into warrants. On February 1, 2022, the Company issued an unsecured promissory note to the Sponsor in the original principal amount of $500,000 to evidence a Working Capital Loan, which was subsequently amended and restated on July 28, 2022 (effective as of June 30, 2022), to enable the Company to borrow up to an aggregate principal amount of $1,750,000 to be used for a portion of the expenses of the IPO. The Working Capital Loan is non-interest Related Party Extension Loans Under the terms of the Company’s certificate of incorporation, the Company had until 18 months from the closing of the IPO to consummate a Business Combination. However, the certificate of incorporation further provides that if the Company anticipates that it may not be able to consummate a Business Combination within 18 months, the Company may, by resolution of the Company’s board of directors, extend the period of time to consummate a Business Combination by an additional three months (for a total of 21 months to complete a Business Combination) if such extension is requested by the Sponsor. Pursuant to the terms of the Company’s certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on January 25, 2021, in order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $ per share in either case) on or prior to the date of the deadline, which was July 29, 2022. Such payment would be made in the form of a loan (an “Extension Loan”). Such loan will be non-interest The Company elected to extend the time to complete a Business Combination. On July 29, 2022, Sponsor funded an Extension Loan in the amount of $1,035,000 and caused such amount to be deposited into the Trust Account in order provide additional time to complete the Business Combination. Founder Shares On November 6, 2020, the Company issued 2,156,250 shares of Class B common stock to the Sponsor for $25,000 in cash, or approximately $0.012 per share, in connection with formation. In January 2021, the Company effected a stock dividend of 431,250 shares of Class B common stock, resulting in the Sponsor holding an aggregate of 2,587,500 founder shares. The Sponsor agreed not to transfer, assign or sell its founder shares until the earlier of: (i) one year after the date of the consummation of the Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A 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 150 days after the Business Combination, the founder shares will no longer be subject to such transfer restrictions. | NOTE 5. RELATED PARTY TRANSACTIONS Related Party Loans On November 6, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be convertible into private placement-equivalent warrants at a price of $1.00 per warrant (which, for example, would result in the holders being issued 1,500,000 warrants if $1,500,000 of notes were so converted), at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. There were no loans as of December 31, 2021. Related Party Extension Loans The Company will have until 18 months from the closing of the IPO to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination within 18 months, the Company will, by resolution of the Company’s board of directors, extend the period of time to consummate a Business Combination by an additional three months (for a total of 21 months to complete a Business Combination) if such extension is requested by the Sponsor. Pursuant to the terms of the Company’s certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on January 25, 2021, in order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $1,035,000 ($0.10 per share in either case) on or prior to the date of the deadline. Such payment would be made in the form of a loan. Such loan will be non-interest Founder Shares On November 6, 2020, the Company issued 2,156,250 shares of Class B common stock to the Sponsor for $25,000 in cash, or approximately $0.012 per share, in connection with formation. In January 2021, the Company effected a stock dividend of 431,250 shares of Class B common stock, resulting in the Sponsor holding an aggregate of 2,587,500 founder shares. The Sponsor has agreed not to transfer, assign or sell its founder shares until the earlier of: (i) one year after the date of the consummation of the Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A 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 |
Commitments Registration Rights
Commitments Registration Rights | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments Registration Rights | 9. COMMITMENTS AND CONTINGENCIES Common stock purchase agreement On August 23, 2022, the Company, LMAO, and Tumim Stone Capital LLC (“Tumim Stone Capital”) entered into an equity line financing arrangement through a common stock purchase agreement providing the right to sell Tumim Stone Capital up to $100,000 worth of shares of Common Stock. The common stock purchase agreement is subject to certain limitations and conditions and also provides for a $2,500 commitment fee payable to Tumim Stone Capital to be paid in shares of common stock. Subscription agreements/PIPE investment On August 23, 2022, LMAO entered into subscription agreements (the “Subscription Agreements”) with certain third-party investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to purchase, and LMAO has agreed to issue and sell, an aggregate of 700,000 shares of Class A Common Stock at $10.00 per share and warrants to purchase up to 700,000 shares of Class A Common Stock (the “PIPE Warrants”) for an aggregate purchase price of $7,000. The PIPE Warrants are exercisable starting on the closing of the Merger at an exercise price of $11.50 per share of Class A Common Stock and expire five years after the closing. The obligations to consummate the transaction contemplated by the Subscription Agreements are conditioned upon, among other things, the consummation of the transactions contemplated by the Merger Agreement. 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 month periods ended September 30, 2022 and 2021, and $24 for the nine month periods ended September 30, 2022 and 2021. 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 was not subject to any material legal proceedings during the three and nine months ended September 30, 2022 and 2021 and no material legal proceedings are currently pending or threatened. | 8. COMMITMENTS AND CONTINGENCIES Lease agreements During the year ended December 31, 2020, the Company leased office space under an operating lease which expired during the year ended December 31, 2020. In addition, the Company is part of a membership agreement for shared office space and can cancel at any time. Rent expense was $32,000 and $65,000 for the years ended December 31, 2021 and 2020, respectively. 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 was not subject to any material legal proceedings during the years ended December 31, 2021 and 2020 and no material legal proceedings are currently pending or threatened. Indemnification agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors. The maximum potential amounts of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any claims under indemnification arrangements, and it has not accrued any liabilities related to such obligations in its financial statements as of December 31, 2021 and 2020. |
LMF ACQUISITION OPPORTUNITIES, INC. | ||
Commitments Registration Rights | NOTE 8. COMMITMENTS REGISTRATION RIGHTS The holders of the founder shares, Private Placement Warrants, shares of Class A common stock underlying the Private Placement Warrants, and warrants (including underlying securities) that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement signed on January 19, 2021. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years, respectively, after the IPO Effective Date and may not exercise their demand rights on more than one occasion. Right of First Refusal Subject to certain conditions, the Company granted Maxim, for a period beginning on the closing of the IPO and ending 18 months after the date of the consummation of the Business Combination, a right of first refusal to act as lead left book-running managing underwriter with at least 75% of the economics; or, in the case of a three-handed deal 50% of the economics, for any and all future public and private equity, convertible and debt offerings for the Company or any of its successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the IPO Effective Date. Representative’s Common Stock On January 25, 2021, the Company issued to Maxim and/or its designees, 103,500 shares of Class A common stock. The Company estimated the fair value of the stock to be $1,000 based upon the price of the Founder Shares issued to the Sponsor. The stock were treated as underwriters’ compensation and charged directly to stockholders’ equity. Maxim agreed not to transfer, assign, or sell any such shares until the completion of the Business Combination. In addition, Maxim agreed: (i) to waive its redemption rights with respect to such shares in connection with the completion of the Business Combination; and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its Business Combination within 18 months from the closing of the IPO (or 21 months from the closing, if the Company extends the period of time to consummate a Business Combination, which the Company elected to do (See Note 1)). The shares have been deemed compensation by FINRA and are therefore subject to a lock-up Risks and Uncertainties We continue to evaluate the impact of the COVID-19 pandemic and have concluded that the specific impact is not readily determinable as of the date of the balance sheet. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the founder shares, Private Placement Warrants, shares of Class A common stock underlying the Private Placement Warrants, and warrants (including underlying securities) that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement signed on January 19, 2021. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement for the IPO and may not exercise their demand rights on more than one occasion. Right of First Refusal Subject to certain conditions, the Company granted Maxim Group LLC (“Maxim”), for a period beginning on the closing of the IPO and ending 18 months after the date of the consummation of the Business Combination, a right of first refusal to act as lead left book-running managing underwriter with at least 75% of the economics; or, in the case of a three-handed deal 50% of the economics, for any and all future public and private equity, convertible and debt offerings for the Company or any of its successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement for the IPO. Underwriter Deferred Fees Following the closing of our initial public offering and the sale of the private placement warrants, an aggregate amount of $105,570,000 (which amount includes the deferred underwriting discount) was placed in the trust account established in connection with the initial public offering. Transaction costs included of $2,070,000 in underwriting discount and $3,622,500 in deferred underwriting discount. The deferred underwriting discount will be due upon a successful merger. |
Derivative Liability
Derivative Liability | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
LMF ACQUISITION OPPORTUNITIES, INC. | ||
Offsetting Assets [Line Items] | ||
Derivative Liability | NOTE 9. DERIVATIVE LIABILITY Warrants As of The warrants will become exercisable on the later of 12 months from the IPO date, or 30 days after the completion of its Business Combination, and will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified, or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption (excluding the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing: (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below); by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances, including in the event of a stock dividend, extraordinary dividend, or the Company’s recapitalization, reorganization, merger, or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Warrants Classified as Derivative Liabilities The Company previously accounted for its outstanding Public Warrants (as defined in Note 2) and Private Placement Warrants issued in connection with its IPO as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). The Company’s management has evaluated both the Public Warrants and the Private Placement Warrants using ASC Subtopic 815-40, Section 815-40-15 Section 815-40-15, Section 815-40-15 fixed-for-fixed Section 815-40-25. As a result of the above, the Company has classified the warrants as derivative liabilities. The following table presents fair value information as of September 30, 2022 and December 31, 2021 of the Company’s warrants. The fair value of the Public Warrants issued are estimated using the quoted market price and a modified Black-Scholes model is used to value the Private Placement Warrants. The valuation model utilizes management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. These pricing inputs include the publicly traded value of the Public Warrants as of September 30, 2022 ($0.07 per warrant) and December 31, 2021 ($0.43 per warrant). Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability for Public Warrants and are As of September 30, 2022 As of December 31, 2021 Public Warrants $ 726,570 $ 4,450,500 Private Placement Warrants 402,808 2,480,240 $ 1,129,378 $ 6,930,740 The Company recognized a $680,522 and $5,801,362 $644,720 and $702,400 for the three and nine months ended September 30, 2021, respectively, upon the revaluation. The Company will remeasure these warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. | Note 7. Derivative Liability Warrants At December 31, 2021, there are 16,088,000 warrants outstanding. Each warrant entitles the holder thereof to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if: (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”); (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions); and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 12 months from December 31, 2021, or 30 days after the completion of its Business Combination, and will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified, or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption (excluding the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing: (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below); by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances, including in the event of a stock dividend, extraordinary dividend, or the Company’s recapitalization, reorganization, merger, or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Warrants Classified as Derivative Liabilities The Company previously accounted for its outstanding Public Warrants (as defined in Note 2) and Private Placement Warrants issued in connection with its IPO as components of derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). The Company’s management has evaluated both the Public Warrants and the Private Placement Warrants using ASC Subtopic 815-40, Section 815-40-15 Section 815-40-15, Section 815-40-15 fixed-for-fixed Section 815-40-25. As a result of the above, the Company has classified the warrants as derivative liabilities. The following table presents fair value information as of December 31, 2021 and January 28, 2021 of the Company’s warrants. The Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. These pricing inputs include the publicly traded value of the Public Warrants as of December 31, 2021 ($0.43 per warrant) and January 28, 2021 ($0.50 per warrant for the public warrants and $0.51 per warrant for the private warrants). Significant deviations from these estimates and inputs could result in a material change in fair value. The assumptions for the valuation of the warrants were: As of As of Class A Common stock price $ 10.04 $ 9.90 Term in years 5.07 6.00 Risk free rate 1.27 % 0.58 % Implied Volatility 11.6 % 12.1 % The fair value of the warrant liability is classified within Level 3 of the fair value hierarchy. As of As of Public Warrants $ 4,450,500 $ 5,175,000 Private Placement Warrants 2,480,240 2,941,680 $ 6,930,740 $ 8,116,680 The Company recognized an approximately $1,185,940 gain upon the revaluation of the warrants as of December 31, 2021. The Company will remeasure these warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
LMF ACQUISITION OPPORTUNITIES, INC. | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value Measurements | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level September 30, 2022 December 31, 2021 Assets: Government securities held in Trust Account 1 $ 107,048,750 $ 105,581,820 Liabilities: Private Placement Warrants 3 402,808 2,480,240 Public Warrants 3 726,570 4,450,500 | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level December 31, January 28, Assets: Government securities held in Trust Account 1 $ 105,581,820 $ 105,570,833 Liabilities: Private Placement Warrants 3 2,480,240 2,941,680 Public Warrants 3 4,450,500 5,175,000 |
Notes Payable Government Loans
Notes Payable Government Loans | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Notes Payable Government Loans [Abstract] | ||
Notes Payable – Government Loans | 7. NOTES PAYABLE – GOVERNMENT LOANS In June 2020, the Company received a loan in the amount of $63 from the U.S. Small Business Administration (“SBA”) under the Economic Injury Disaster Loan assistance program established as part of the CARES Act. The loan calls for monthly payments in the amount of $0.3 until maturity in May 2050. The loan accrues interest at 3.75%. In March 2022, the Company was notified by the SBA that monthly payments on the $63 loan were deferred until 2023. The future maturities of the notes payable – Government loans are as follows: As of September 30, 2022 (remaining) $ — 2023 1 2024 1 2025 1 2026 1 2027 1 Thereafter 58 $ 63 | 5. NOTES PAYABLE — GOVERNMENT LOANS On April 2, 2021, the Company received loan proceeds of $91,000 from a promissory note issued by Silicon Valley Bank, under the Paycheck Protection Program (“PPP”) which was established under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. The original term on the loan was two years and the annual interest rate was 1.00%. Payments of principal and interest were deferred for the first six months of the loan. Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of the loan proceeds. Such forgiveness is determined based on the use of the loan proceeds for payroll costs, rent and utility expenses and the maintenance of workforce and compensation levels with certain limitations. On April 20, 2020, the Company received loan proceeds of $104,000 from a promissory note issued by Silicon Valley Bank, under the PPP. The original terms on the loan were two years and the annual interest rate was 1.00%. Payments of principal and interest were deferred for the first six months of the loan. In June 2020, the American Institute of Certified Public Accountants (“AICPA”) issued Technical Questions & Answers (“TQA”) 3200.18, Borrower Accounting for a Forgivable Loan Received Under the Small Business Administration Paycheck Protection Program. The TQA addresses accounting for a business entity that expects to meet the PPP’s eligibility criteria and concludes that the PPP loan represents in substance, a grant that is expected to be forgiven, it may analogize to International Accounting Standards (“IAS”) 20 to account for the PPP loan. IAS 20 provides a model for the accounting of different forms of government assistance, which includes forgivable loans. Under this model, government assistance is not recognized until there is reasonable assurance (similar to the probable threshold in U.S. GAAP) that any conditions attached to the assistance will be met and the assistance will be received. During the year ended December 31, 2020, the Company determined that it was probable it would be granted partial forgiveness for the 2020 PPP loan of $104,000 based on qualifying expenditures, and as a result the Company recorded $84,000 to Other Income in 2020 for the amount expected to be forgiven in accordance with IAS 20. In February 2021, the $84,000 was forgiven. Also, during 2021, the Company repaid the remaining $20,000 of the 2020 PPP loan and was granted forgiveness for the entire 2021 PPP loan. The Company recorded $91,000 to Other Income in 2021. In June 2020, the Company received a loan in the amount of $63,000 from the U.S. Small Business Administration (“SBA”) under the Economic Injury Disaster Loan assistance program established as part of the CARES Act. The loan calls for monthly payments in the amount of $300 until maturity in May 2050. The loan accrues interest at 3.75%. In March, 2022, the Company was notified by the SBA that monthly payments on the $63,000 loan were deferred until 2023. The future maturities of the notes payable — Government loans are as follows (in thousands): Years ending December 31, 2022 $ — 2023 1 2024 1 2025 1 2026 1 Thereafter 59 $ 63 |
Convertible Preferred Stock And
Convertible Preferred Stock And Common Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Convertible Preferred Stock And Common Stock [Abstract] | ||
Convertible Preferred Stock And Common Stock | 8. CONVERTIBLE PREFERRED STOCK AND COMMON STOCK The Company’s convertible preferred stock has been classified as temporary equity in the accompanying balance sheets given the voting interest held by convertible preferred stockholders which could cause certain events to occur that are outside of the Company’s control whereby the Company could be obligated to redeem the convertible preferred stock. The Company has not adjusted the carrying values of the convertible preferred stock to the respective liquidation preferences of such shares as the instruments are currently not redeemable, and the Company believes it is not probable that the instruments will become redeemable at this point in time. Adjustments to increase the carrying values to the respective liquidation preferences will be made if and when it becomes probable that an event could occur obligating the Company to pay such amounts. During the nine months ended September 30, 2022, the Company converted 194,494 shares of Series A-2 In April 2022, the board of directors granted employees and members of the board restricted stock units (RSUs), under which the holders have the right to receive an aggregate of 255,000 shares of common stock. The majority of the RSUs granted vest 50% on the first anniversary of the grant date, with the remaining 50% of the awards vesting monthly over a 12 to 24 month period following the first anniversary of the grant date. At grant date, the fair market value of an RSU was $8. On May 4, 2022, the Company amended its certificate of incorporation increasing the total number of shares of all classes of stock which the Company shall have authority to issue to 12 million shares of common stock, $0.001 par value per share, 3,702,505 shares of preferred stock, $0.001 par value per share, of which 700,950 share of preferred stock are designated Series B, 1,601,060 shares are designated Series A-1, A-2 The following represents stock-based compensation expense in the Company’s condensed Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 27 $ 3 $ 53 $ 9 General and administrative 330 — 653 — Total $ 357 $ 3 $ 706 $ 9 | 6. CONVERTIBLE PREFERRED STOCK AND COMMON STOCK At January 1, 2020, the Company was authorized to issue 1,495,651 shares of stock, of which 1,200,000 were common shares and 296,551 were preferred shares, each with a par value of $0.001 per share. The share and per share amounts at January 1, 2020 have been adjusted to reflect the 10:1 reverse stock split which occurred during 2020. During 2020, the Company amended its certificate of incorporation to, (i) increase the authorized maximum number of shares of the Company’s capital stock, (ii) create a new series of preferred stock titled “Series B Preferred Stock” and designate 453,950 shares of preferred stock as Series B Preferred Stock, (iii) create a new series of preferred stock titled “Series A-1 A-1 A-2 A-2 Also, during 2020, the Company converted all common shares, except for the option holders, to Series A- Common stockholders are entitled to dividends if and when declared by the Board of Directors of the Company and after any convertible preferred share dividends are fully paid. The holder of each share of common stock is entitled to one vote. The Company’s convertible preferred stock has been classified as temporary equity in the accompanying balance sheets given the voting interest held by convertible preferred stockholders which could cause certain events to occur that are outside of the Company’s control whereby the Company could be obligated to redeem the convertible preferred stock. The Company has not adjusted the carrying values of the convertible preferred stock to the respective liquidation preferences of such shares as the instruments are currently not redeemable, and the Company believes it is not probable that the instruments will become redeemable at this point in time. Adjustments to increase the carrying values to the respective liquidation preferences will be made if and when it becomes probable that an event could occur obligating the Company to pay such amounts. As of December 31, 2021 and 2020, the rights and preferences of the convertible preferred stock are as follows: Liquidation preference Upon any liquidation, dissolution, or winding up of the Company, the holders of Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of the proceeds of such liquidation event to the holders of Series A-1 A-2 After payment of the distributions described above, the holders of Series A-1 A-2 After payment of the distributions described above, the holders of Series A-2 Upon the completion of the distribution to the holders of the Series B, Series A-1, A-2 Dividends The Company may declare dividends on shares of any class or series of stock of the Company only to the extent the dividends are approved by the Company’s Board of Directors. To date, no dividends have been declared. Conversion Each share of Preferred Stock is convertible, at the option of the holder, into common stock. The total number of shares each share of Series B, Series A-1, A-2 Voting The holders of Preferred Stock and common stock shall vote as a single class on all matters submitted to the shareholders for the number of votes equal to the number of common stock into which their shares can be converted. The holders of shares of Series B Preferred Stock shall be entitled, voting separately as a single class, to elect two directors of the Company, the holders of shares of Series A-1 Series A-2 Series B convertible preferred stock In 2020, the Company converted the secured convertible note with original principal of $180,000 together with then accrued interest of $65,000 to 19,785 shares of Series B Preferred Stock. Also in 2020, the Company sold 407,192 shares of Series B Preferred Stock for proceeds totaling $5.0 million. In 2021, the Company converted 12,226 shares of Series A-2 Series A-1 In 2020, the Company converted the secured convertible notes with original principal amounts totaling $15.0 million together with then accrued interest of $4.5 million to 1,576,154 shares of Series A-1 A-1 Series A-2 In 2020, the Company converted all common shares (784,551 shares), except for the option holders, to 784,511 shares of Series A-2 A-2 A-2 |
Stock-Based Compensation Awards
Stock-Based Compensation Awards | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation Awards | 7. STOCK-BASED COMPENSATION AWARDS Equity incentive plan — Options The Company’s Board of Directors adopted the Company’s 2019 Stock Incentive Plan on February 25, 2019 to provide long-term incentive for its key employees and non-employee non-employee Option activity for the years ended December 31, 2021 and 2020, are as follows: Options Weighted Total Weighted Outstanding as of December 31, 2019 73,974 $ 10.00 Granted 106,970 $ 3.82 Forfeited (39,093 ) $ 10.00 Outstanding as of December 31, 2020 141,851 $ 5.34 $ — 8.84 Granted 153,504 $ 0.55 Forfeited (7,973 ) $ 10.00 Outstanding as of December 31, 2021 287,382 $ 2.65 $ — 8.61 Options exercisable as of December 31, 2021 67,840 $ 5.53 $ — 7.94 The above table has been adjusted to reflect the 10:1 reverse stock split during 2020 as of January 1, 2020. As a result of the split, the exercise price of outstanding stock options was adjusted accordingly from $1.00 per share to $10.00 per share. The Company recognized $14,000 and $16 in stock-based compensation expense in connection with the equity incentive plan for the years ended December 31, 2021, and 2020, respectively. As of December 31, 2021, there was unrecognized stock-based compensation cost of $48,000, which is expected to be recognized over a term of four years. There were no options exercised during the years ended December 31, 2021 and 2020. For options granted during the years ended December 31, 2021 and 2020, the weighted-average grant date fair value was $0.40 and $0.0024 per share, respectively. Stock-based compensation expense included in the Statements of Operations is as follows (in thousands): 2021 2020 Research and development $ 12 $ — General and administrative 2 — Total $ 14 $ — Fair value assumptions The fair value of option grants is estimated on the date of grant using the Black-Scholes option-pricing model, which requires the use of the following assumptions: 2021 2020 Expected term (years) 6.3 5.9 Expected volatility 74.8 % 77.1 % Risk-free interest rate 0.78 % 0.1 % Expected dividend rate 0 % 0 % The expected term is based on the “simplified method” described in the U.S. Securities and Exchange Commission’s Staff Accounting Bulletin Topic 14 which is determined as the midpoint between the vesting date and the contractual end of the option grant. Stock price volatility was estimated based on the estimated stock price volatility of a peer group of publicly traded companies over a similar term. The risk-free interest rate for periods within the contractual life of the option is based on the U.S Treasury yield in effect at the time of grant. The dividend yield was zero as the Company has never declared or paid dividends and has no plans to do so in the foreseeable future. Equity incentive plan — Stock awards and restricted stock units The equity incentive plan also provides for stock awards and restricted stock units. Stock awards may be fully vested when issued or may vest over time as the recipient provides services or as specified performance objectives are attained. Restricted stock units entitle the participant to receive shares of common stock upon vesting or upon designated events or period following vesting, without any payment for the shares. As of December 31, 2021 and 2020, there were no outstanding stock awards or restricted stock units. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
LMF ACQUISITION OPPORTUNITIES, INC. | ||
Class of Stock [Line Items] | ||
Stockholders' Equity | NOTE 11. STOCKHOLDERS’ EQUITY Preferred Stock As of Class A Common Stock As of Class B Common Stock As of The Sponsor agreed not to transfer, assign, or sell any of its founder shares until the earlier of: (i) one year after the date of the consummation of the Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor with respect to any founder shares. Notwithstanding the foregoing, if the closing price of the Company’s Class A 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 The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its Business Combination on a one-for-one as-converted Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote. | Note 9. Stockholders’ Equity (Deficit) Preferred Stock Class A Common Stock Class B Common Stock The Sponsor has agreed not to transfer, assign, or sell any of its founder shares until the earlier of: (i) one year after the date of the consummation of the Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor with respect to any founder shares. Notwithstanding the foregoing, if the closing price of the Company’s Class A 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 The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its Business Combination on a one-for-one as-converted Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote. Representative’s Common Stock On January 25, 2021, the Company issued to Maxim and/or its designees, 103,500 shares of Class A common stock. The Company estimated the fair value of the stock to be $1,000 based upon the price of the Founder Shares issued to the Sponsor. The stock were treated as underwriters’ compensation and charged directly to stockholders’ equity. These shares are valued at par per equity statement and are treated as representative shares issued to sponsor for no compensation. Maxim has agreed not to transfer, assign, or sell any such shares until the completion of the Business Combination. In addition, Maxim has agreed: (i) to waive its redemption rights with respect to such shares in connection with the completion of the Business Combination; and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its Business Combination within 18 months from the closing of the IPO (or 21 months from the closing, if the Company extends the period of time to consummate a Business Combination. The shares have been deemed compensation by FINRA and are therefore subject to a lock-up |
Income Tax
Income Tax | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 10. 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 positions and deductions related to tax periods subject to examination will be sustained under audit and, therefore, has no reserve for uncertain tax positions. | 9. INCOME TAXES The Company recorded $800 of current income tax benefit for the year ended December 31, 2021 and $9,000 of current state income tax expense for the year ended December 31, 2020. The Company has established a full valuation allowance against its net deferred tax assets due to the uncertainty regarding the realization of such assets. All losses to date have been incurred domestically. The effective income tax rate of the Company’s provision for income taxes differed from the federal statutory rate as follows: 2021 2020 Statutory income tax rate 21.0 % 21.0 % State income tax 3.6 % 3.3 % PPP Loan forgiveness 0.5 % 0.5 % Other (1.3 )% (0.1 )% Valuation allowance (23.8 )% (25.0 )% Total effective income tax rate (0.0 )% (0.3 )% Significant components of deferred tax assets for federal and state income taxes were as follows (in thousands): 2021 2020 Deferred tax assets: Net operating losses $ 17,538 $ 16,637 Accrued compensation — 4 Reserves — 31 Stock-based compensation 3 — Tax credits 648 648 Total deferred tax assets 18,189 17,320 Valuation allowance (18,189 ) (17,320 ) Net deferred tax assets $ — $ — Realization of future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Due to the Company’s history of operating losses and future sources of taxable income, the Company believes that the recognition of the deferred tax assets is currently not more likely than not to be realized and, accordingly, have provided a full valuation allowance against net deferred tax assets. For the years ended December 31, 2021 and 2020, the net increase in the valuation allowance was $869,000 and $2.4 million, respectively. As of December 31, 2021 and 2020, the Company had federal net operating loss carryforwards of $78.1 million and $74.3 million, respectively and California state net operating loss carryforwards of $23.1 million and $19.3 million, respectively. The $25.2 million of federal net operating loss carryforwards post 2017 will be carried forward indefinitely, the remaining $52.9 million of federal net operating loss carryforwards begin expiring in 2027, and the state net operating loss carryforwards begin expiring in 2039. The Company had federal energy credit carryforwards of approximately $648,000, as of December 31, 2021 and 2020. The federal credits will expire starting in 2027 if not utilized. The amount of benefit from net operating loss and tax credit carryforwards may be impaired or limited in certain circumstances. Events which may cause a limitation in the amount of net operating losses and tax credits the Company can utilize include a cumulative ownership change of more than 50%, as defined by Internal Revenue Code Section 382, over a three-year testing period. Such changes may result in limitations upon the Company’s ability to utilize the losses in future periods. The Company files U.S. federal and state tax returns with varying statutes of limitations. Due to net operating loss and credit carryforwards, the 2021, 2020 and 2019 tax years remain subject to examination by the U.S. federal and some state authorities. The actual amount of any taxes due could vary significantly depending on the ultimate timing and nature of any settlement. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net Loss Per Share | 11. 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 convertible preferred stock and common stock options are considered to be potentially dilutive securities. Basic and diluted net loss per share is presented in conformity with the two-class 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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Options to purchase common stock 271,280 267,034 271,280 267,034 Restricted stock units 255,000 — 170,000 — Convertible preferred stock 2,787,642 2,787,642 2,787,642 2,787,642 Total 3,313,922 3,054,676 3,228,922 3,054,676 While the net loss attributable to common shareholders is $1,892 and $1,207 for the three months ended September 30, 2022 and 2021, respectively, and $3,798 and $3,378 for the nine months ended September 30, 2022 and 2021, respectively, there are no common shareholders. | 10. 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 convertible preferred stock and common stock options are considered to be potentially dilutive securities. Basic and diluted net loss per share is presented in conformity with the two-class 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: 2021 2020 Options to purchase common stock 287,382 141,851 Convertible preferred stock 2,787,642 2,787,642 Total 3,075,024 2,929,493 While the net loss attributable to common shareholders is $4.6 million and $3.3 million for the years ended December 31, 2021 and 2020, respectively, there are no common shareholders. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||
Subsequent Events | 12. SUBSEQUENT EVENTS Management has evaluated subsequent events for recognition and disclosure through November 14, 2022, the date on which the financial statements were available to be issued, and January 20, 2023, the date the revised unaudited interim condensed financial statements were issued, and has determined that following should be disclosed: Merger On October 28, 2022 (the “Closing Date”), LMAO, a Delaware corporation, consummated a series of transactions that resulted in the combination of LMF Merger Sub, Inc. a Delaware corporation and a wholly-owned subsidiary of LMAO (“Merger Sub”), and SeaStar Medical, a Delaware corporation, pursuant to an Agreement and Plan of Merger by and among LMAO, Merger Sub and SeaStar Medical, as described further below. Pursuant to the terms of the Merger, a business combination between LMAO and SeaStar Medical was effected through the Merger of Merger Sub with and into SeaStar Medical, with SeaStar Medical surviving the Merger as a wholly-owned subsidiary of LMAO, following the approval by shareholders of LMAO at the extraordinary general meeting of the shareholders of LMAO held on October 18, 2022, (the “Special Meeting”). Following the consummation of the Merger, LMAO was renamed to SeaStar Holding Corporation. The Merger will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting LMAO will be treated as the acquired company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Merger, the Company’s stockholders have the majority of the voting power of the combined entity, the Company will comprise all of the ongoing operations of the combined entity, the Company will comprise a majority of the governing body of the combined entity, and the Company’s senior management will comprise all of the senior management of the combined entity. Accordingly, for accounting purposes, the Merger will be treated as the equivalent of the Company issuing shares for the net assets of LMAO, accompanied by a recapitalization. The net assets of LMAO will be stated at historical costs. No goodwill or intangibles will be recorded. Operations prior to the Merger will be those of the Company. The aggregate consideration payable to the stockholders of SeaStar Medical at the closing of the Merger was $85,408, which consisted of an aggregate equity value of SeaStar Medical of $85,000, minus deductions for indebtedness of SeaStar Medical and SeaStar Medical transaction expenses in excess of $800, plus the aggregate exercise price of (1) SeaStar Medical warrants issued and outstanding immediately prior to the Closing and (2) SeaStar Medical options issued and outstanding immediately prior to the Closing, less the value of the shares of Common Stock underlying the Assumed Equity (as defined below) (the “Closing Merger Consideration”). The Closing Merger Consideration was payable solely in shares of LMAO common stock, par value $0.0001 per share (“Common Stock”), valued at $10.00 per share, resulting in the issuance of 7,837,628 shares of common stock, par value $0.0001 per share, of Common Stock to holders of stock of SeaStar Medical immediately prior to the Closing. At the Closing, shares of class B common stock, par value $0.001 per share, of LMAO (“Class B Common Stock”) automatically converted into shares of class A common stock, par value $0.001 per share, of LMAO (“Class A Common Stock”) on a one-to-one At the Closing, each of SeaStar Medical’s issued and outstanding convertible notes automatically converted into shares of SeaStar Medical common stock. Immediately prior to the effectiveness of the Merger, each share of SeaStar Medical’s issued and outstanding preferred stock automatically converted into shares of SeaStar Medical common stock and those SeaStar Medical warrants that would be exercised or exchanged in connection with the Merger pursuant to the terms thereof were exercised for shares of SeaStar Medical common stock. At Closing, the (i) SeaStar Medical warrants that would not be exercised or exchanged in connection with the Merger were assumed by LMAO and converted into warrants to purchase Common Stock, (ii) outstanding options for shares of SeaStar Medical common stock under SeaStar Medical’s equity plan were assumed by LMAO and converted into options to purchase Common Stock, and (iii) issued and outstanding restricted stock unit awards under SeaStar Medical’s current equity plan were assumed by LMAO and converted into LMAO restricted stock units. Common Stock Purchase Agreement On October 28, 2022, LMAO, SeaStar Medical, and Tumim Stone Capital entered into a letter agreement to amend certain terms of the Common Stock Purchase Agreement, dated August 23, 2022 (the “Purchase Agreement”), by and among Tumim Stone Capital, LMAO, and SeaStar Medical, or the Company following the consummation of the Merger. Pursuant to the Tumim Letter Agreement, among other things, the parties agreed to the following amendments with respect to the Commitment Fee and Commitment Shares (each as defined in the Purchase Agreement): (a) LMAO, or the Company from and after the Closing Date shall pay to Tumim Stone Capital $1,000 of the Commitment Fee in cash on the Closing Date; (b) the Company shall pay to Tumim Stone Capital $500 of the Commitment Fee in cash no later than the earliest of (i) the 30th calendar day immediately following the Effective Date of the Initial Registration Statement (each as defined in the Purchase Agreement), (ii) the 30th calendar day immediately following the Effectiveness Deadline (as defined in the Purchase Agreement) of the Initial Registration Statement, and (iii) not later than the second trading date immediately after the date on which written notice of termination is delivered by the Company or Tumim Stone Capital pursuant to the terms of the Purchase Agreement; and (c) the Company shall pay to Tumim Stone Capital the balance of the Commitment Fee, or $1,000, as Commitment Shares as set forth under the terms in the Purchase Agreement. LMFA Note Payable On October 6, 2022, the Company borrowed an additional $350 advance on its LMFA Note Payable, bringing the total borrowings on the LMFA Note Payable to $700. On October 28, 2022, SeaStar Medical and LMFA entered into the First Amendment to the Credit Agreement, dated September 9, 2022 between LMFA and SeaStar Medical, pursuant to which the parties amended the Credit Agreement and entered into an Amended and Restated Promissory Note to (i) extend the maturity date of the loan under the Credit Agreement to October 30, 2022; (ii) permit the LMFA Note Payable be prepaid without premium or penalty; (iii) require the Company to use 5.0% of the gross cash proceeds received from any future debt and equity financing to pay outstanding balance of LMFA Note Payable, provided that such repayment is not required for the first $500 of cash proceeds; (iv) reduce the interest rate of the LMFA Note Payable from 15% to 7% per annum; and (iv) reduce the default interest rate from 18% to 15% and changes, the maturity date is extended to October 30, 2023. The LMFA Note Payable contains customary representations and warranties, affirmative and negative covenants and events of default. In addition, on October 28, 2022, the parties entered into a Security Agreement, pursuant to which the Company granted LMFA a security interest in substantially all of the assets and property of the Company, subject to certain exceptions, as collateral to secure the Company’s obligations under the amended Credit Agreement. In addition, the Company entered into a Guaranty, dated October 28, 2022, pursuant to which the Company unconditionally guarantees and promises to pay to LMFA the outstanding principal amount under the LMFA Note Payable. Sponsor Note On October 28, 2022, the Company entered into a Consolidated Amended and Restated Promissory Note with LMFAO Sponsor, LLC, LMAO’s sponsor and the sole holder of founding shares (the “Sponsor”) as the lender, for an aggregate principal amount of $2,785 (the “Sponsor Note”) to amend and restate in its entirety (i) the Promissory Note, dated July 29, 2022, for $1,035 in aggregate principal amount issued by LMAO to the Sponsor and (ii) the Amended and Restated Promissory Note, dated July 28, 2022, for $1,750 in aggregate principal amount, issued by LMAO to the Sponsor (collectively, the “Original Notes”). The Sponsor Note amended the Original Notes to: (i) extend maturity dates of the Original Notes to October 30, 2023; (ii) permit outstanding amount due under the Sponsor Note to be prepaid without premium or penalty; and (iii) require the Company to use 5.0% of the gross cash proceeds received from any future debt and equity financing to pay outstanding balance of Sponsor Note, provided that such repayment is not required for the first $500 of cash proceeds. The Sponsor Note carries an interest rate of 7% per annum and contains customary representations and warranties and affirmative and negative covenants. The Sponsor Note is also subject to customary events of default, the occurrence of which may result in the Sponsor Promissory Note then outstanding becoming immediately due and payable, with interest being increased to 15.0% per annum. In addition, on October 28, 2022, the parties entered into a Security Agreement (the “Sponsor Security Agreement”), pursuant to which the Company granted Sponsor a security interest in substantially all of the assets and property of the Company, subject to certain exceptions, as collateral to secure the Company’s obligations under the Sponsor Note. In addition, the Company entered into a Guaranty, dated October 28, 2022 (the “Sponsor Guaranty”), pursuant to which the Company unconditionally guarantees and promises to pay to LMFA the outstanding principal amount under the LMFA Note Payable. Maxim Note Pursuant to an engagement letter between SeaStar Medical and Maxim dated October 28, 2022, SeaStar Medical was required to pay Maxim, as its financial advisor, an amount equal to $4,182 in cash as professional fees. Upon the closing of the Merger, the parties agreed that such amount would be paid in the form of a promissory note. Accordingly, on October 28, 2022, the Company entered into a Promissory Note with Maxim as the lender, for an aggregate principal amount of $4,182 (the “Maxim Note”). The Maxim Note has a maturity date of October 30, 2023 and outstanding amounts may be prepaid without premium or penalty. If the Company receives any cash proceeds from a debt or equity financing transaction prior to the maturity date, then the Company is required to prepay the indebtedness equal to 25.0% of the gross amount of the cash proceeds, provided that such repayment obligation shall not apply to the first $500 of the cash proceeds received by the Company. Interest on the Maxim Note is due at 7.0% per annum. The Maxim Note contains customary representations and warranties, and affirmative and negative covenants. The Maxim Note is also subject to customary events of default, the occurrence of which may result in the Maxim Promissory Note then outstanding becoming immediately due and payable, with interest being increased to 15.0% per annum. Note- Payable – Government Loan On October 17, 2022, the Company pre-paid Forward Purchase Agreements On October 17, 2022, LMF, SeaStar Medical and Vellar Opportunity Fund SPV LLC – Series 4 (an “FPA Seller” and “Vellar”), entered into an agreement (the “Vellar Prepaid Forward Agreement”), prior to the Merger, for an equity prepaid forward transaction, whereby, prior to the Merger, Vellar purchased 523,400 LMF Class A Shares from redeeming holders (the “Recycled Shares”), and an additional 100,000 LMF Class A Shares constituting share consideration, each at an average price per share of $10.37. Pursuant to the Vellar Prepaid Forward Agreement, Vellar waived its redemption rights under the governing documents of LMF in connection with the Merger. At the closing of the Merger, LMAO paid to Vellar, out of funds held in the LMAO trust account, aggregate amounts of (a) approximately $5,428 (the “Prepayment Amount”), an amount equal to (x) the number of shares underlying the transaction, multiplied by (y) redemption price (as defined in the Vellar Prepaid Forward Agreement), (b) approximately $1,037 for the purpose of repayment of Vellar having purchased 100,000 shares from third parties in the open market (the “Additional Purchased Shares”), an amount equal to the product of (x) 100,000 multiplied by (y) redemption price (as defined in the Vellar Prepaid Forward Agreement), and (c) a structuring fee in the amount of $5 at closing and on the first business day of each quarter. On October 26, 2022, LMF, SeaStar Medical and HB Strategies LLC (an “FPA Seller” and “HB Strategies”), entered into an agreement (the “HB Strategies Prepaid Forward Agreement”) for an equity prepaid forward transaction, whereby, prior the Merger, the HB Strategies purchased 700,000 LMF Class A Shares from redeeming holders (the “Recycled Shares”), and an additional 50,000 LMF Class A Shares constituting share consideration, each at an average price per share of $10.37. Pursuant to the HB Strategies Prepaid Forward Agreement, HB Strategies waived its redemption rights under the governing documents of LMF in connection with the Merger. At the closing of the Merger, LMAO paid to the HB Strategies, out of funds held in the LMAO trust account, aggregate amounts of (a) approximately $7,259 (the “Prepayment Amount”), an amount equal to (x) the number of shares underlying the transaction, multiplied by (y) redemption price (as defined in the HB Strategies Prepaid Forward Agreement), (b) approximately $519 for the purpose of repayment of HB Strategies having purchased 50,000 shares from third parties in the open market (the “Additional Purchased Shares”), an amount equal to the product of (x) 50,000 multiplied by (y) redemption price (as defined in the HB Strategies Prepaid Forward Agreement), and (c) a structuring fee in the amount of approximately $3 at closing and on the first business day of each quarter. The FPA Sellers may, in their discretion, sell subject shares, the effect of which is to terminate their respective Forward Agreements in respect of the subject shares sold (the Terminated Shares). The Company is entitled to proceeds from such sales of Terminated Shares equal to the product of (x) the number of Terminated Shares multiplied by (y) the Reset Price. The Reset Price is initially the per-share In the event that the VWAP Price is less than $3.00 per share for 20 trading days during any 30 trading-day-period, The Maturity Consideration shall be payable by the Company in cash, or at the Company’s option, as equity, issued in Class A Common Stock, with a per share issue price based on the average daily VWAP Price over 30 scheduled trading days ending on (i) the Maturity Date to the extent the shares used to pay the Maturity Consideration are freely tradeable by the FPA Sellers, or (ii) if not freely tradeable by the FPA Sellers, the date on which the shares used to pay the Maturity Consideration are registered under the Securities Act and delivered to the FPA Sellers, which will be payable on a net basis such that the FPA Sellers retain a number of shares due to the Company upon the Maturity Date equal to the number of Maturity Consideration Shares payable to FPA Sellers, only to the extent the number of shares due to the Company upon the Maturity Date are equal to or more than the number of Maturity Consideration Shares payable to FPA Sellers, with any Maturity Consideration remaining due to be paid to Sellers in newly issued Shares. For the avoidance of doubt, in addition to the Maturity Consideration, at the Maturity Date, FPA Sellers will be entitled to retain a cash amount equal to the product of (y) the number of shares remaining in the transaction multiplied by (z) the Redemption Price, and FPA Sellers will deliver to the Company the number of shares that remain in the transaction. License and distribution agreement On December 27, 2022, the Company entered into a license and distribution agreement (the “License 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. Under the terms of the license agreement, the Company will receive an upfront payment of $100 and milestone payments in the amount of $800, subject to certain conditions. | 11. SUBSEQUENT EVENTS Management has evaluated subsequent events for recognition and disclosure through April 14, 2022, the date on which the financial statements were available to be issued and has determined that the following should be disclosed: From the period Jan 31, 2022 to March 31, 2022, the Company converted unpaid invoices into convertible note agreements with IBT and David Humes, amounting to $76,000 and $21,000, respectively. The term for each note is three years. Interest on the unpaid balances will accrue at the rate of eight percent On March 2, 2022, the Company signed a letter of intent (LOI) with a special purpose acquisition company (SPAC) to enter into a business combination agreement pursuant to which the SPAC would acquire 100 percent of the outstanding equity of the Company. The LOI does not create a binding obligation on either party to consummate or negotiate the contemplated transaction. On March 16, 2022, the Company issued two convertible notes for a total amount of $200,000. One of the notes is payable to the Dow Employees’ Pension Plan Trust and the other is payable to the Union Carbide Employees’ Pension Plan Trust for amounts of $120,000 and $80,000, respectively. The term of all notes is one year from the date of issuance. Interest on the unpaid principal balances will accrue at the rate of eight percent On April 12, 2022, the Company issued convertible notes to investors for a total amount of $1,222,000. The term of all notes is three years from the date of issuance. Interest on the unpaid principal balances will accrue at the rate of eight percent Other than the events noted above and throughout these financial statements, there were no additional events that required recognition or disclosure. |
LMF ACQUISITION OPPORTUNITIES, INC. | ||
Subsequent Event [Line Items] | ||
Subsequent Events | NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any events that require disclosure in the condensed consolidated financial statements. On October 28, 2022, the Company and Old SeaStar Medical consummated the transactions contemplated by the Merger Agreement. (see Note 1). | Note 10. Subsequent Events The Sponsor loaned $340,000 to the Company from January 2022 to March 2022 for working capital purposes as part of its $1.5 million working capital loan. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Basis of Presentation | Basis of presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). | |
Segment information | Segment information The Company operates in one operating segment and, accordingly, no segment disclosures have been presented herein. | |
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. In accordance with the JOBS Act, the Company has delayed adoption of ASU 2020-06— Debt (Subtopic 470-20), 2019-12— Income Taxes (Topic 740), 2020-10— Codification Improvements. | 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. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Use of estimates | Use of estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the period. Significant estimates include the valuation of derivative liabilities and the amount of share-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. | Use of estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the period. Significant estimates include the valuation of derivative liabilities, the amount of share-based |
Cash | Cash The Company maintains its cash in a commercial bank in the United States (U.S.) which is insured by the Federal Deposit Insurance Corporation up to $250,000. The Company considers all liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company does not have any cash equivalents at December 31, 2021 and 2020. | |
Concentrations of credit risk | Concentrations of credit risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash. Periodically, the Company may maintain deposits in financial institutions in excess of government insured limits. We believe that we are not exposed to significant credit risk as our deposits are held at financial institutions that management believes to be of high credit quality. The Company has not experienced any losses on deposits since inception. | Concentrations of credit risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash. Periodically, the Company may maintain deposits in financial institutions in excess of government insured limits. We believe that we are not exposed to significant credit risk as our deposits are held at financial institutions that management believes to be of high credit quality. The Company has not experienced any losses on deposits since inception. |
Inventory | Inventory Inventory consists of finished goods, manufactured by a third party and is stated at the lower of cost (first-in, first-out) | |
Fair Value of Financial Instruments | Fair value of financial instruments The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. The Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 820, Fair Value Measurements and Disclosures (ASC 820), establishes a hierarchy of inputs used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are those that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of financial instruments and is not a measure of the investment credit quality. The three levels of the fair value hierarchy are described below: 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). | |
Fair value disclosures | Fair value disclosures 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 derivative liabilities are classified as Level 3 in the fair value hierarchy. The following table presents the changes in the derivative liability for the nine months ended September 30, 2022 and 2021: Level 3 Rollforward Derivative Balance December 31, 2021 $ 526 Additions 52 Changes in fair value (578 ) Balance September 30, 2022 $ — Balance December 31, 2020 $ — Additions 444 Changes in fair value — Balance September 30, 2021 $ 444 Derivative liabilities in the amounts of $4, $0, $35 and $13, were recorded on January 31, 2022, February 28, 2022, March 16, 2022 and March 31, 2022, respectively, for the issuance of convertible notes along with a corresponding debt discount (see Note 6). The derivative liabilities are remeasured each reporting period using a probability-weighted model and assumption related to the conversion price and timing of conversion. The put option liability was valued based on the calculated returns as a result of the various discounts included in the Company’s convertible notes and the related probability assessments of the various settlement scenarios. 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. | Recurring fair value measurements The financial liabilities that were measured and recorded at their estimated fair value on a recurring basis consisted of our derivative liabilities that were related to the conversion option of the secured convertible notes, which were accounted for as liabilities remeasured through our statement of operations. The fair value of the derivative liabilities were classified as Level 3 in the fair value hierarchy. The following table presents the changes in the derivative liability for the years ended December 31, 2021 and 2020 (in thousands): Level 3 Rollforward Derivative Balance December 31, 2019 $ 9,010 Recognized as part of the net gain on early extinguishment of convertible notes (9,010 ) Balance December 31, 2020 — Additions 499 Changes in fair value 27 Balance December 31, 2021 $ 526 Derivative liabilities in the amounts of $80,000, $364,000 and $55,000 were recorded on June 10, 2021, September 10, 2021 and December 31, 2021, respectively, for the issuance of convertible notes along with a corresponding debt discount (see Note 4). The derivative liabilities are remeasured each reporting period using a probability-weighted model and assumption related to the conversion price and timing of conversion. The put option liability was valued based on the calculated returns as a result of the various discounts included in the Company’s convertible notes and the related probability assessments of the various settlement scenarios. The change in the fair value of the derivative liabilities during the year ended December 31, 2021, was $27,000. A derivative liability was recorded in the balance sheet as of December 31, 2019 as a long-term liability (see Note 4). There was no change in the fair value of the derivative liability during the year ended December 31, 2020. The derivative liability was recognized as part of the net gain on early extinguishment of convertible notes during the year ended December 31, 2020, when the secured convertible notes were converted and settled. The estimated fair value of prepaid expenses, accounts payable and accrued expenses approximate their fair value because of the short-term |
Income Taxes | Income taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates expected to apply to taxable income in the periods in which such differences are expected to reverse. A valuation allowance is provided when the realization of net deferred tax assets is not deemed more likely than not. The Company complies with the provisions of Accounting Standards Codification 740, Income Taxes | |
Recent Accounting Pronouncements | Recently issued accounting standards not yet adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC Topic 842) right-of-use | |
Stock-based compensation | Stock-based compensation In accordance with ASC Topic 718, Compensation — Stock Compensation Valuation of Privately Held Company Equity Securities Issued as Compensation | |
Research and development expenses | Research and development expenses Expenditures made for research and development are charged to expense as incurred. External costs consist primarily of payments for laboratory supplies purchased in connection with the company’s discovery and preclinical activities, and process development and clinical development activities. Internal costs consist primarily of employee-related costs, consultants fees and cost related to compliance with regulatory requirements. Nonrefundable advance payments for goods and services that will be used in future research and development activities are capitalized and recorded as expense in the period that the Company receives the good or when services are performed. The Company records expenses related to external research and development services based on actual services received and efforts expended pursuant to invoices and contracts with consultants that supply, conduct and manage preclinical studies and clinical trials on its behalf. | |
Lmf Acquisition Opportunities Inc [Member] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The interim financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and September 30, 2021, respectively, are unaudited. In the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to provide a fair statement of the results for the interim periods. Operating results for the Three and Nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. The accompanying balance sheet as of December 31, 2021, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). |
Emerging growth company status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and December 31, 2020. |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account At September 30, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury Securities Money Market Funds. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. The Company had $107,048,750 and $105,581,820 in investments held in the Trust Account as of September 30, 2022 and December 31, 2021, respectively. | Cash and Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Securities Money Market Funds. |
Concentrations of credit risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 . As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of December 31, 2021 and 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for the Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as shareholders’ equity. The Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021 , respectively, shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts carrying value of redeemable shares of common stock to equal the redemption value at the end of the reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A common stock resulted in charges against additional paid-in On October 28, 2022, as a result of the Business Combination, the Class A Common Stock was reclassified as Common Stock of the Company. See Note 1. | Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 10,350,000 Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 10,350,000 Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. | |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The is re-assessed at ASC 825-10 “Financial The 10,350,000 warrants issued in connection with the IPO (the “Public Warrants”) and the 5,738,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, to re-measurement at as non-current liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The is re-assessed at ASC 825-10 “Financial The 10,350,000 warrants issued in connection with the IPO (the “Public Warrants”) and the 5,768,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, to re-measurement at as non-current liabilities |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed consolidated balance sheets. | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Fair value disclosures | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes”, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not In assessing realizable deferred tax assets, management assesses the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent that recovery is not likely or there is insufficient operating history, a valuation allowance is established. The Company adjusts the valuation allowance in the period management determines it is more likely than not that net deferred tax assets will or will not be realized. As of September 30, 2022, the Company determined that a valuation allowance should be established. As of September 30, 2022 and December 31, 2021, the Company did not recognize any assets or liabilities relative to uncertain tax positions. Interest or penalties, if any, will be recognized in income tax expense. Since there are no significant unrecognized tax benefits as a result of tax positions taken, there are no accrued penalties or interest. Tax positions are positions taken in a previously filed tax return or positions expected to be taken in a future tax return that are reflected in measuring current or deferred income tax assets and liabilities reported in the financial statements. The Company reflects tax benefits, only if it is more likely than not that the Company will be able to sustain the tax return position, based on its technical merits. If a tax benefit meets this criterion, it is measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized. Management does not believe that there are any uncertain tax positions at September 30, 2022 and December 31, 2021. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not In assessing realizable deferred tax assets, management assesses the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent that recovery is not likely or there is insufficient operating history, a valuation allowance is established. The Company adjusts the valuation allowance in the period management determines it is more likely than not that net deferred tax assets will or will not be realized. As of December 31, 2021, the Company determined that a valuation allowance should be established. As of December 31, 2021 and December 31, 2020, the Company did not recognize any assets or liabilities relative to uncertain tax positions. Interest or penalties, if any, will be recognized in income tax expense. Since there are no significant unrecognized tax benefits as a result of tax positions taken, there are no accrued penalties or interest. Tax positions are positions taken in a previously filed tax return or positions expected to be taken in a future tax return that are reflected in measuring current or deferred income tax assets and liabilities reported in the financial statements. The Company reflects tax benefits, only if it is more likely than not that the Company will be able to sustain the tax return position, based on its technical merits. If a tax benefit meets this criterion, it is measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized. Management does not believe that there are any uncertain tax positions at December 31, 2021 and December 31, 2020. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the period. The Company applies the two-class Private Placement Warrants for the three and nine month periods ended September 30, 2022 and 2021 as the exercise prices were greater than the average market price during the period (out-of-the-money | Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the period. The Company applies the two-class (out-of-the-money |
Risk and Uncertainties | Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Summary of changes in the derivative liability | The following table presents the changes in the derivative liability for the nine months ended September 30, 2022 and 2021: Level 3 Rollforward Derivative Balance December 31, 2021 $ 526 Additions 52 Changes in fair value (578 ) Balance September 30, 2022 $ — Balance December 31, 2020 $ — Additions 444 Changes in fair value — Balance September 30, 2021 $ 444 | The following table presents the changes in the derivative liability for the years ended December 31, 2021 and 2020 (in thousands): Level 3 Rollforward Derivative Balance December 31, 2019 $ 9,010 Recognized as part of the net gain on early extinguishment of convertible notes (9,010 ) Balance December 31, 2020 — Additions 499 Changes in fair value 27 Balance December 31, 2021 $ 526 |
Derivative Liability (Tables)
Derivative Liability (Tables) - LMF ACQUISITION OPPORTUNITIES, INC. | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Schedule of Assumptions for Valuation of Warrants | The assumptions for the valuation of the warrants were: As of As of Class A Common stock price $ 10.04 $ 9.90 Term in years 5.07 6.00 Risk free rate 1.27 % 0.58 % Implied Volatility 11.6 % 12.1 % | |
Schedule of Fair Value of Warrant Liability | The fair value of the warrant liability for Public Warrants and are As of September 30, 2022 As of December 31, 2021 Public Warrants $ 726,570 $ 4,450,500 Private Placement Warrants 402,808 2,480,240 $ 1,129,378 $ 6,930,740 | The fair value of the warrant liability is classified within Level 3 of the fair value hierarchy. As of As of Public Warrants $ 4,450,500 $ 5,175,000 Private Placement Warrants 2,480,240 2,941,680 $ 6,930,740 $ 8,116,680 |
Stock-Based Compensation Awar_2
Stock-Based Compensation Awards (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule Of Share Based Compensation Stock Options Activity | Option activity for the years ended December 31, 2021 and 2020, are as follows: Options Weighted Total Weighted Outstanding as of December 31, 2019 73,974 $ 10.00 Granted 106,970 $ 3.82 Forfeited (39,093 ) $ 10.00 Outstanding as of December 31, 2020 141,851 $ 5.34 $ — 8.84 Granted 153,504 $ 0.55 Forfeited (7,973 ) $ 10.00 Outstanding as of December 31, 2021 287,382 $ 2.65 $ — 8.61 Options exercisable as of December 31, 2021 67,840 $ 5.53 $ — 7.94 | |
Schedule Of Employee Service Share Based Compensation Allocation Of Recognized Period Costs | The following represents stock-based compensation expense in the Company’s condensed Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 27 $ 3 $ 53 $ 9 General and administrative 330 — 653 — Total $ 357 $ 3 $ 706 $ 9 | Stock-based compensation expense included in the Statements of Operations is as follows (in thousands): 2021 2020 Research and development $ 12 $ — General and administrative 2 — Total $ 14 $ — |
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions | The fair value of option grants is estimated on the date of grant using the Black-Scholes option-pricing model, which requires the use of the following assumptions: 2021 2020 Expected term (years) 6.3 5.9 Expected volatility 74.8 % 77.1 % Risk-free interest rate 0.78 % 0.1 % Expected dividend rate 0 % 0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
LMF ACQUISITION OPPORTUNITIES, INC. | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level September 30, 2022 December 31, 2021 Assets: Government securities held in Trust Account 1 $ 107,048,750 $ 105,581,820 Liabilities: Private Placement Warrants 3 402,808 2,480,240 Public Warrants 3 726,570 4,450,500 | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level December 31, January 28, Assets: Government securities held in Trust Account 1 $ 105,581,820 $ 105,570,833 Liabilities: Private Placement Warrants 3 2,480,240 2,941,680 Public Warrants 3 4,450,500 5,175,000 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Summary of convertible notes and debt discounts | The convertible notes and debt discounts consist of the following at September 30, 2022 and December 31, 2021: September 30, December 31, Dow Notes $ 2,340 $ 1,620 Union Carbide Notes 1,560 1,080 IBT & David Humes Notes 210 114 Investor Notes 526 104 Unamortized Debt Discount (176 ) (359 ) 4,460 2,559 Less current portion (413 ) (2,378 ) $ 4,047 $ 181 | The convertible notes and debt discounts consist of the following at December 31 (in thousands): 2021 2020 Dow Notes $ 1,620 $ — Union Carbide Notes 1,080 — IBT & David Humes Notes 114 — Investor Notes 104 Unamortized Debt Discount (359 ) — 2,559 — Less current portion (2,378 ) — $ 181 $ — |
Summary of future maturities of principal repayment of convertible notes | Future maturities of principal repayment of the convertible notes as of September 30, 2022 are as follows: Years ending December 31: 2022 (remaining) $ 500 2023 — 2024 2,618 2025 1,518 Total $ 4,636 | Future maturities of principal repayment of the convertible notes as of December 31, 2021 are as follows (in thousands): Years ending December 31, 2022 $ 2,700 2023 — 2024 218 $ 2,918 |
Dow Notes [Member] | ||
Debt Instrument [Line Items] | ||
Summary of future maturities of principal repayment of convertible notes | In August and September 2022, certain Dow Notes were amended to extend their maturity dates. The maturity dates for all Dow Notes as of September 30, 2022 are as follows: Issue Date Amount Maturity Date June 2021 $ 300 December 2022 September 2021 840 December 2024 October 2021 240 December 2024 November 2021 240 December 2024 March 2022 120 March 2024 April 2022 480 April 2025 April 2022 120 April 2025 $2,340 | |
Union Carbide Notes [Member] | ||
Debt Instrument [Line Items] | ||
Summary of future maturities of principal repayment of convertible notes | In August and September 2022, certain Union Carbide Notes were amended to extend their maturity dates. The maturity dates for all Union Carbide Notes as of September 30, 2022 are as follows: Issue Date Amount Maturity Date June 2021 $ 200 December 2022 September 2021 560 December 2024 October 2021 160 December 2024 November 2021 160 December 2024 March 2022 80 March 2024 April 2022 320 April 2025 April 2022 80 April 2025 $1,560 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accrued Liabilities, Current [Abstract] | ||
Summary of accrued expenses | Accrued expenses consisted of the following amounts as of September 30, 2022 and December 31, 2021: September 30, December 31, Accrued interest $ 321 $ 72 Accrued director remuneration 185 — Accrued research and development 130 58 Accrued bonus 105 — Accrued merger costs 57 — Accrued other 24 29 Accrued legal 14 27 Total accrued expenses $ 836 $ 186 | Accrued expenses consisted of the following amounts (in thousands) as of December 31, 2021 and 2020: 2021 2020 Accrued research and development $ 58 $ 485 Accrued bonus — 47 Accrued legal 27 40 Accrued interest 72 — Accrued other 29 106 Total accrued expenses $ 186 $ 678 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Options to purchase common stock 271,280 267,034 271,280 267,034 Restricted stock units 255,000 — 170,000 — Convertible preferred stock 2,787,642 2,787,642 2,787,642 2,787,642 Total 3,313,922 3,054,676 3,228,922 3,054,676 | 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: 2021 2020 Options to purchase common stock 287,382 141,851 Convertible preferred stock 2,787,642 2,787,642 Total 3,075,024 2,929,493 |
Notes Payable Government Loans
Notes Payable Government Loans (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Notes Payable Government Loans [Abstract] | ||
Schedule of maturities of long-term debt | The future maturities of the notes payable – Government loans are as follows: As of September 30, 2022 (remaining) $ — 2023 1 2024 1 2025 1 2026 1 2027 1 Thereafter 58 $ 63 | The future maturities of the notes payable — Government loans are as follows (in thousands): Years ending December 31, 2022 $ — 2023 1 2024 1 2025 1 2026 1 Thereafter 59 $ 63 |
Convertible Preferred Stock A_2
Convertible Preferred Stock And Common Stock (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Convertible Preferred Stock And Common Stock [Abstract] | ||
Summary of Stock Based Compensation Expense | The following represents stock-based compensation expense in the Company’s condensed Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 27 $ 3 $ 53 $ 9 General and administrative 330 — 653 — Total $ 357 $ 3 $ 706 $ 9 | Stock-based compensation expense included in the Statements of Operations is as follows (in thousands): 2021 2020 Research and development $ 12 $ — General and administrative 2 — Total $ 14 $ — |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective income tax rate reconciliation | The effective income tax rate of the Company’s provision for income taxes differed from the federal statutory rate as follows: 2021 2020 Statutory income tax rate 21.0 % 21.0 % State income tax 3.6 % 3.3 % PPP Loan forgiveness 0.5 % 0.5 % Other (1.3 )% (0.1 )% Valuation allowance (23.8 )% (25.0 )% Total effective income tax rate (0.0 )% (0.3 )% |
Schedule of net deferred tax assets | Significant components of deferred tax assets for federal and state income taxes were as follows (in thousands): 2021 2020 Deferred tax assets: Net operating losses $ 17,538 $ 16,637 Accrued compensation — 4 Reserves — 31 Stock-based compensation 3 — Tax credits 648 648 Total deferred tax assets 18,189 17,320 Valuation allowance (18,189 ) (17,320 ) Net deferred tax assets $ — $ — |
Description of Business - Addit
Description of Business - Additional Details (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Oct. 28, 2022 | Oct. 24, 2022 | Aug. 23, 2022 | Nov. 06, 2020 | Nov. 06, 2020 | Jan. 31, 2021 | Jan. 28, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jul. 29, 2022 | Jul. 28, 2022 | May 04, 2022 | Dec. 31, 2020 | Jun. 30, 2020 | Jan. 01, 2020 | |
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Common Stock Value | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||
Warrants And Rights Outstanding Term | 5 years | |||||||||||||||||
Debt instrument, face amount | $ 63,000 | 63,000 | $ 63,000 | |||||||||||||||
Cash proceeds | $ 350,000 | $ 0 | ||||||||||||||||
Debt instrument, interest rate, stated percentage | 3.75% | 3.75% | 3.75% | |||||||||||||||
Accumulated deficit | $ 80,110,000 | $ 80,110,000 | 76,312,000 | 71,716,000 | ||||||||||||||
Cash | 49,000 | 49,000 | 510,000 | 2,807,000 | ||||||||||||||
Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Proceeds from issuance of IPO units, net of offering costs | 101,141,418 | |||||||||||||||||
Proceeds from issuance of private placement warrants | 5,738,000 | 5,738,000 | ||||||||||||||||
Transaction costs | 3,622,500 | 3,622,500 | 3,622,500 | 230,820 | ||||||||||||||
Business acquisition related costs | 1,391,601 | $ 0 | 2,453,569 | $ 0 | ||||||||||||||
Warrants And Rights Outstanding Term | 5 years | |||||||||||||||||
Debt Instrument, Maturity Date | Sep. 30, 2021 | Jun. 30, 2021 | ||||||||||||||||
Accumulated deficit | 8,895,504 | 8,895,504 | 10,565,770 | 5,236 | ||||||||||||||
Cash | $ 116,840 | $ 116,840 | $ 51,567 | $ 38,388 | ||||||||||||||
Lmf Acquisition Opportunities Inc [Member] | Sponsor Note [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Percentage of the gross cash proceeds received from any future debt | 5% | |||||||||||||||||
Debt instrument, face amount | $ 2,785,000 | $ 1,035,000 | $ 1,750,000 | |||||||||||||||
Limit of gross cash proceeds exempt from repayment | $ 500,000 | |||||||||||||||||
Debt Instrument, Maturity Date | Oct. 30, 2023 | |||||||||||||||||
Lmf Acquisition Opportunities Inc [Member] | Maxim Note [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Percentage of the gross cash proceeds received from any future debt | 25% | |||||||||||||||||
Limit of gross cash proceeds exempt from repayment | $ 500,000 | |||||||||||||||||
Professional Fees | $ 4,182,353 | |||||||||||||||||
Lmf Acquisition Opportunities Inc [Member] | Maximum [Member] | Sponsor Note [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Debt instrument, interest rate, stated percentage | 7% | |||||||||||||||||
Lmf Acquisition Opportunities Inc [Member] | Maximum [Member] | Maxim Note [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Debt instrument, interest rate, stated percentage | 7% | |||||||||||||||||
Lmf Acquisition Opportunities Inc [Member] | Minimum [Member] | Sponsor Note [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Debt instrument, interest rate, stated percentage | 15% | |||||||||||||||||
Lmf Acquisition Opportunities Inc [Member] | Minimum [Member] | Maxim Note [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Debt instrument, interest rate, stated percentage | 15% | |||||||||||||||||
Lmf Acquisition Opportunities Inc [Member] | LMFA Note [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Percentage of the gross cash proceeds received from any future debt | 5% | |||||||||||||||||
Line of Credit Facility, Expiration Date | Oct. 30, 2023 | |||||||||||||||||
Cash proceeds | $ 500,000 | |||||||||||||||||
Lmf Acquisition Opportunities Inc [Member] | LMFA Note [Member] | Maximum [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 7% | |||||||||||||||||
Line of Credit Facility, Interest Rate at Period End | 15% | |||||||||||||||||
Lmf Acquisition Opportunities Inc [Member] | LMFA Note [Member] | Minimum [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 15% | |||||||||||||||||
Line of Credit Facility, Interest Rate at Period End | 18% | |||||||||||||||||
PIPE Warrants [Member] | PIPE Investors [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Aggregate purchase price of warrants | $ 7,000,000 | |||||||||||||||||
PIPE Warrants [Member] | PIPE Investors [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Aggregate purchase price of warrants | $ 7,000,000 | |||||||||||||||||
Class of warrant or right issued during period warrants | 700,000 | |||||||||||||||||
Tumim Letter Agreement [Member] | Lmf Acquisition Opportunities Inc [Member] | Maximum [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Long-Term Purchase Commitment, Amount | $ 500,000 | |||||||||||||||||
Tumim Letter Agreement [Member] | Lmf Acquisition Opportunities Inc [Member] | Minimum [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Long-Term Purchase Commitment, Amount | $ 1,000,000 | |||||||||||||||||
Sea Star Medical Inc [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Additional amount deposited into trust account to provide additional time for business combination | $ 1,035,000 | |||||||||||||||||
Tumim Stone Capital [Member] | Common Stock Purchase Agreement [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Business acquisition related costs | $ 2,500,000 | |||||||||||||||||
Common Stock Value | $ 100,000,000 | |||||||||||||||||
LMF Merger Sub, Inc [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Business Combination, Consideration Transferred | $ 85,408,328 | |||||||||||||||||
Business acquisition transaction costs capped amount | 800,000 | |||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 85,000,000 | |||||||||||||||||
Number of share options exercised during the current period | 8,878,960 | |||||||||||||||||
Common Stock [Member] | LMF Merger Sub, Inc [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||||||||
Business acquisition, common stock par value | $ 10 | |||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 7,837,628 | |||||||||||||||||
Class A Common Stock [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Common Stock Value | $ 10 | $ 10 | $ 10 | $ 0 | ||||||||||||||
Class A Common Stock [Member] | PIPE Investors [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Stock issued | 700,000 | |||||||||||||||||
Common stock, par value | $ 10 | |||||||||||||||||
Class of warrant or right exercise price | $ 11.5 | |||||||||||||||||
Class A Common Stock [Member] | PIPE Investors [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Stock issued | 700,000 | |||||||||||||||||
Common stock, par value | $ 10 | |||||||||||||||||
Class of warrant or right exercise price | $ 11.5 | |||||||||||||||||
Class A Common Stock [Member] | PIPE Warrants [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Stock issued | 700,000 | |||||||||||||||||
Class A Common Stock [Member] | LMF Merger Sub, Inc [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||||||||
Common Stock, Conversion Basis | one-to-one | |||||||||||||||||
Class B Common Stock [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Common Stock Value | $ 259 | $ 259 | $ 259 | $ 215 | ||||||||||||||
Class B Common Stock [Member] | LMF Merger Sub, Inc [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||||
IPO | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Stock issued | 10,350,000 | |||||||||||||||||
Sales price per unit | $ 10 | |||||||||||||||||
IPO | Class A Common Stock [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Stock issued | 10,350,000 | |||||||||||||||||
Sales price per unit | $ 10 | |||||||||||||||||
Proceeds from issuance of IPO units, net of offering costs | $ 103,500,000 | |||||||||||||||||
Common stock, par value | $ 11.5 | |||||||||||||||||
Private Placement | Warrant | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Stock issued | 5,738,000 | 5,738,000 | 5,738,000 | |||||||||||||||
Sales price per unit | $ 1 | $ 1 | ||||||||||||||||
Proceeds from issuance of private placement warrants | $ 5,738,000 | $ 5,738,000 | $ 5,738,000 | |||||||||||||||
IPO and Private Placement [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||||||||||
Sales price per unit | $ 10.2 | |||||||||||||||||
Transaction costs | $ 6,211,902 | |||||||||||||||||
Underwriting discount | 2,070,000 | |||||||||||||||||
Deferred underwriting fee | 3,622,500 | |||||||||||||||||
Underwriter compensation | 1,000 | |||||||||||||||||
Other offering costs | 518,402 | |||||||||||||||||
Cash available for working capital | 974,009 | |||||||||||||||||
Proceeds from sale held in trust | 105,570,000 | |||||||||||||||||
Maximum interest to pay dissolution expenses | $ 100,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2022 | Mar. 16, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Sep. 10, 2021 | Jun. 10, 2021 | Jan. 31, 2021 | Jan. 28, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Uncertain tax position | $ 0 | $ 0 | ||||||||||||||
Excluded from calculation of net income (loss) per share of common stock | 3,313,922 | 3,054,676 | 3,228,922 | 3,054,676 | 3,075,024 | 2,929,493 | ||||||||||
Weighted Average Number of Shares Outstanding, Basic | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
Cash, FDIC Insured Amount | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 | ||||||||||||
Cash equivalents, at carrying value | 0 | 0 | $ 0 | 0 | ||||||||||||
Minimum threshold percentage of income tax benefit for settlement with tax authority | 50% | |||||||||||||||
Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||
Cash, Cash Equivalents, and Short-term Investments | 0 | 0 | $ 0 | $ 0 | $ 0 | 0 | ||||||||||
Insurance coverage | 250,000 | 250,000 | 250,000 | |||||||||||||
Offering Costs Total | 6,211,902 | 6,211,902 | 6,211,902 | 6,211,902 | ||||||||||||
Deferred offering costs | 3,622,500 | 230,820 | 3,622,500 | 3,622,500 | 3,622,500 | 230,820 | ||||||||||
Other Transaction Costs | 518,402 | 518,402 | ||||||||||||||
Unrecognized tax benefits | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
Penalties and interest accrued | 0 | $ 0 | 0 | 0 | 0 | 0 | ||||||||||
Uncertain tax position | 0 | 0 | $ 0 | |||||||||||||
Other Ownership, Offering Costs | 518,402 | 518,402 | ||||||||||||||
Money Market Funds [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||
Assets Held-in-trust | 105,581,820 | 107,048,750 | $ 107,048,750 | $ 105,581,820 | ||||||||||||
Minimum [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | 50% | 50% | 50% | |||||||||||||
Underwriting Discount [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||
Offering Costs Total | 2,070,000 | 2,070,000 | $ 2,070,000 | $ 2,070,000 | ||||||||||||
Underwriters Compensation [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||
Offering Costs Total | 1,000 | $ 1,000 | 1,000 | 1,000 | ||||||||||||
Derivative Liabilities [Member] | ||||||||||||||||
Fair value of derivative liability on issuance of convertible notes | $ 13,000 | $ 35,000 | $ 0 | $ 4,000 | $ 55,000,000 | $ 364,000,000 | $ 80,000,000 | 52,000 | $ 444,000 | 499,000 | ||||||
Changes in fair value | $ (578,000) | $ 0 | $ 27,000 | |||||||||||||
Public Warrants [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||
Excluded from calculation of net income (loss) per share of common stock | 10,350,000 | 10,350,000 | 10,350,000 | |||||||||||||
Private Placement Warrants [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||
Excluded from calculation of net income (loss) per share of common stock | 5,738,000 | 5,738,000 | 5,738,000 | |||||||||||||
IPO | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||
Stock issued | 10,350,000 | |||||||||||||||
IPO | Warrant | Derivative Liabilities [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||
Stock issued | 10,350,000 | |||||||||||||||
IPO | Public and Private Warrants [Member] | Derivative Liabilities [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||
Warrants issued | 10,350,000 | |||||||||||||||
Private Placement | Warrant | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||
Stock issued | 5,738,000 | 5,738,000 | 5,738,000 | |||||||||||||
Private Placement | Warrant | Derivative Liabilities [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||
Stock issued | 5,768,000 | |||||||||||||||
Private Placement | Public and Private Warrants [Member] | Derivative Liabilities [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||
Warrants issued | 5,738,000 | |||||||||||||||
Common Stock Subject To Mandatory Redemption [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||
Shares subject to possible redemption | 0 | 0 | ||||||||||||||
Class A Common Stock [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||
Common Stock subject to redemption | 10,350,000 | 10,350,000 | 10,350,000 | 10,350,000 | ||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 0 | 10,453,500 | 10,453,500 | 10,453,500 | 9,381,347 | 9,651,587 | ||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 0 | 10,453,500 | 10,453,500 | 10,453,500 | 9,381,347 | 9,651,587 | ||||||||||
Class A Common Stock [Member] | IPO | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||
Stock issued | 10,350,000 | |||||||||||||||
Class A Common Stock [Member] | Common Stock Subject To Mandatory Redemption [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||
Shares subject to possible redemption | 10,350,000 | 10,350,000 | 10,350,000 | 10,350,000 | 10,350,000 | 10,350,000 | ||||||||||
Class B Common Stock [Member] | Lmf Acquisition Opportunities Inc [Member] | ||||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 2,156,250 | 2,587,500 | 2,587,500 | 2,587,500 | 2,543,269 | 2,554,418 | ||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 2,156,250 | 2,587,500 | 2,587,500 | 2,587,500 | 2,543,269 | 2,554,418 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Changes in the Derivative Liability (Detail) - Derivative Financial Instruments, Liabilities [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2022 | Mar. 16, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Sep. 10, 2021 | Jun. 10, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||||
Balance | $ 526,000 | $ 0 | $ 0 | $ 9,010,000 | |||||||
Recognized as part of the net gain on early extinguishment of convertible notes | (9,010,000) | ||||||||||
Additions | $ 13,000 | $ 35,000 | $ 0 | $ 4,000 | $ 55,000,000 | $ 364,000,000 | $ 80,000,000 | 52,000 | 444,000 | 499,000 | |
Changes in fair value | (578,000) | 0 | 27,000 | ||||||||
Balance | $ 526,000 | $ 0 | $ 444,000 | $ 526,000 | $ 0 |
Government Money Market Fund _2
Government Money Market Fund Held in Trust Account - Additional Information (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Money Market Funds [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | ||
Cash and Cash Equivalents [Line Items] | ||
Proceeds from sale held in trust | $ 107,048,750 | $ 105,581,820 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities, Current [Abstract] | |||
Accrued interest | $ 321 | $ 72 | $ 0 |
Accrued director remuneration | 185 | 0 | |
Accrued research and development | 130 | 58 | 485 |
Accrued bonus | 105 | 0 | 47 |
Accrued merger costs | 57 | 0 | |
Accrued other | 24 | 29 | 106 |
Accrued legal | 14 | 27 | 40 |
Total accrued expenses | $ 836 | $ 186 | $ 678 |
LMFA Note Payable - Additional
LMFA Note Payable - Additional Information (Details) - USD ($) | Sep. 30, 2022 | Sep. 09, 2022 | Dec. 31, 2021 | Jun. 30, 2020 |
Notes Payable [Line Items] | ||||
Debt instrument, face amount | $ 63,000 | $ 63,000 | ||
Debt instrument, interest rate | 3.75% | 3.75% | ||
Notes payable current | $ 350,000 | $ 0 | ||
LMFA Note Payable [Member] | ||||
Notes Payable [Line Items] | ||||
Debt instrument, face amount | $ 700,000 | |||
Debt instrument, interest rate | 15% | |||
Notes payable current | $ 350,000 |
Convertible Notes - Summary of
Convertible Notes - Summary of future maturities of principal repayment of convertible notes - Dow Notes & Union Carbide Notes (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Dow Notes [Member] | |
Debt Instrument [Line Items] | |
Long term debt | $ 2,340 |
Union Carbide Notes [Member] | |
Debt Instrument [Line Items] | |
Long term debt | $ 1,560 |
June 2021 [Member] | Dow Notes [Member] | |
Debt Instrument [Line Items] | |
Issue Date | June 2021 |
Long term debt | $ 300 |
Maturity Date | December 2022 |
June 2021 [Member] | Union Carbide Notes [Member] | |
Debt Instrument [Line Items] | |
Issue Date | June 2021 |
Long term debt | $ 200 |
Maturity Date | December 2022 |
September 2021 [Member] | Dow Notes [Member] | |
Debt Instrument [Line Items] | |
Issue Date | September 2021 |
Long term debt | $ 840 |
Maturity Date | December 2024 |
September 2021 [Member] | Union Carbide Notes [Member] | |
Debt Instrument [Line Items] | |
Issue Date | September 2021 |
Long term debt | $ 560 |
Maturity Date | December 2024 |
October 2021 [Member] | Dow Notes [Member] | |
Debt Instrument [Line Items] | |
Issue Date | October 2021 |
Long term debt | $ 240 |
Maturity Date | December 2024 |
October 2021 [Member] | Union Carbide Notes [Member] | |
Debt Instrument [Line Items] | |
Issue Date | October 2021 |
Long term debt | $ 160 |
Maturity Date | December 2024 |
November 2021 [Member] | Dow Notes [Member] | |
Debt Instrument [Line Items] | |
Issue Date | November 2021 |
Long term debt | $ 240 |
Maturity Date | December 2024 |
November 2021 [Member] | Union Carbide Notes [Member] | |
Debt Instrument [Line Items] | |
Issue Date | November 2021 |
Long term debt | $ 160 |
Maturity Date | December 2024 |
March 2022 [Member] | Dow Notes [Member] | |
Debt Instrument [Line Items] | |
Issue Date | March 2022 |
Long term debt | $ 120 |
Maturity Date | March 2024 |
March 2022 [Member] | Union Carbide Notes [Member] | |
Debt Instrument [Line Items] | |
Issue Date | March 2022 |
Long term debt | $ 80 |
Maturity Date | March 2024 |
April 2022 [Member] | Dow Notes [Member] | |
Debt Instrument [Line Items] | |
Issue Date | April 2022 |
Long term debt | $ 480 |
Maturity Date | April 2025 |
April 2022 [Member] | Union Carbide Notes [Member] | |
Debt Instrument [Line Items] | |
Issue Date | April 2022 |
Long term debt | $ 320 |
Maturity Date | April 2025 |
April 2022 [Member] | Dow Notes [Member] | |
Debt Instrument [Line Items] | |
Issue Date | April 2022 |
Long term debt | $ 120 |
Maturity Date | April 2025 |
April 2022 [Member] | Union Carbide Notes [Member] | |
Debt Instrument [Line Items] | |
Issue Date | April 2022 |
Long term debt | $ 80 |
Maturity Date | April 2025 |
Convertible Notes - Summary o_2
Convertible Notes - Summary of Convertible Notes and Debt Discounts (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Dow Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt | $ 2,340,000 | ||
Union Carbide Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt | 1,560,000 | ||
Convertible Debt [Member] | |||
Debt Instrument [Line Items] | |||
Unamortized Debt Discount | (176,000) | $ (359,000) | $ 0 |
Total | 4,460,000 | 2,559,000 | 0 |
Convertible Debt, Current | (413,000) | (2,378,000) | 0 |
Long term debt, Non-current | 4,047,000 | 181,000 | 0 |
Convertible Debt [Member] | Dow Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt | 2,340,000 | 1,620,000 | 0 |
Unamortized Debt Discount | (21,000) | (267,000) | |
Convertible Debt [Member] | Union Carbide Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt | 1,560,000 | 1,080,000 | 0 |
Unamortized Debt Discount | (14,000) | (177,000) | |
Convertible Debt [Member] | IBT & David Humes Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt | 210,000 | 114,000 | $ 0 |
Unamortized Debt Discount | (29,000) | ||
Convertible Debt [Member] | Investor Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt | $ 526,000 | 104,000 | |
Unamortized Debt Discount | $ (26,000) |
Convertible Notes - Summary o_3
Convertible Notes - Summary of Future Maturities of Principal Repayment of Convertible Notes (Details) - Convertible Debt [Member] - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
2022 | $ 500 | ||
2023 - 2022 | 0 | $ 2,700 | |
2024 - 2023 | 2,618 | 0 | |
2025 - 2024 | 1,518 | 218 | |
Total | $ 4,636 | $ 2,918 | $ 0 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||||||||
Apr. 18, 2022 | Apr. 12, 2022 | Mar. 16, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 15, 2021 | Oct. 15, 2021 | Sep. 10, 2021 | Jun. 10, 2021 | Jun. 30, 2020 | |
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 63,000 | $ 63,000 | ||||||||||||
Debt instrument, interest rate, stated percentage | 3.75% | 3.75% | ||||||||||||
Amortization of the debt discounts | $ 234,000 | $ 42,000 | $ 140,000 | $ 1,454,000 | ||||||||||
Gain on convertible note extinguishment | 0 | 6,345,000 | ||||||||||||
Series A-1 Preferred Stock [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt conversion, converted instrument, amount | $ 0 | $ 19,696,000 | ||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Preferred stock, shares issued | 633,697 | 439,203 | 426,977 | |||||||||||
Convertible Debt [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 15,700,000 | $ 15,700,000 | ||||||||||||
Debt instrument, interest rate, stated percentage | 15% | 15% | ||||||||||||
Unamortized Debt Discount | $ 176,000 | $ 359,000 | $ 0 | |||||||||||
Debt conversion, converted instrument, amount | 726,000 | |||||||||||||
Amortization of the debt discounts | 1,500,000 | $ 2,100,000 | $ 4,500,000 | |||||||||||
Debt conversion, original debt, due date, year | 2021 | 2021 | ||||||||||||
Payments of debt issuance costs | 239,000 | $ 300,000 | $ 800,000 | |||||||||||
Repayments of debt | 300,000 | |||||||||||||
Gain on convertible note extinguishment | 6,300,000 | |||||||||||||
Long-term debt | 4,636,000 | $ 2,918,000 | 0 | |||||||||||
Convertible Debt [Member] | Omnibus Amendment [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Derivative liability | $ 0 | |||||||||||||
Debt instrument, convertible, conversion price | $ 10 | |||||||||||||
Convertible Debt [Member] | Series A-1 Preferred Stock [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt conversion, converted instrument, amount | 19,500,000 | |||||||||||||
Convertible Debt [Member] | Series B Preferred Stock [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt conversion, converted instrument, amount | 245,000 | |||||||||||||
Convertible Debt [Member] | Dow Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 120,000 | $ 480,000 | $ 120,000 | $ 240,000 | $ 240,000 | $ 840,000 | $ 300,000 | |||||||
Debt instrument, term | 3 years | 3 years | 2 years | 1 year | ||||||||||
Debt instrument, interest rate, stated percentage | 8% | 8% | ||||||||||||
Debt instrument convertible, discount price per share, percent | 20% | 20% | ||||||||||||
Unamortized Debt Discount | $ 21,000 | $ 267,000 | ||||||||||||
Derivative liability | $ 0 | |||||||||||||
Convertible Debt [Member] | Union Carbide Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 80,000 | $ 320,000 | $ 80,000 | $ 160,000 | $ 160,000 | $ 560,000 | $ 200,000 | |||||||
Debt instrument, term | 3 years | 3 years | 2 years | 1 year | ||||||||||
Debt instrument, interest rate, stated percentage | 8% | 8% | ||||||||||||
Debt instrument convertible, discount price per share, percent | 20% | 20% | ||||||||||||
Unamortized Debt Discount | $ 14,000 | $ 177,000 | ||||||||||||
Derivative liability | 0 | |||||||||||||
Convertible Debt [Member] | IBT and David Humes Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, term | 3 years | |||||||||||||
Debt instrument, interest rate, stated percentage | 8% | |||||||||||||
Debt instrument convertible, discount price per share, percent | 20% | |||||||||||||
Unamortized Debt Discount | $ 29,000 | |||||||||||||
Convertible Debt [Member] | IBT and David Humes Notes [Member] | IBT [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt conversion, converted instrument, amount | 69,000 | |||||||||||||
Convertible Debt [Member] | IBT and David Humes Notes [Member] | David Humes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt conversion, converted instrument, amount | 45,000 | |||||||||||||
Convertible Debt [Member] | Investor Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 422,000 | $ 104,000 | ||||||||||||
Debt instrument, term | 3 years | |||||||||||||
Debt instrument, interest rate, stated percentage | 8% | 8% | ||||||||||||
Debt instrument convertible, discount price per share, percent | 20% | 20% | ||||||||||||
Unamortized Debt Discount | $ 26,000 | |||||||||||||
Amortization of the debt discounts | $ 140,000 | $ 0 | ||||||||||||
Derivative liability | $ 0 | |||||||||||||
Debt conversion, converted instrument, shares issued | 56,558 | |||||||||||||
Convertible Debt [Member] | Investor Notes [Member] | Series B Preferred Stock [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Preferred stock, shares issued | 3,623 | |||||||||||||
Convertible Debt [Member] | Investor Notes [Member] | Series A-2 Preferred Stock [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Preferred stock, shares issued | 24,656 | |||||||||||||
Convertible Debt [Member] | IBT Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, term | 3 years | |||||||||||||
Debt instrument, interest rate, stated percentage | 8% | |||||||||||||
Debt instrument convertible, discount price per share, percent | 20% | |||||||||||||
Unamortized Debt Discount | $ 17,000 | |||||||||||||
Derivative liability | 0 | |||||||||||||
Convertible Debt [Member] | IBT Notes [Member] | IBT [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt conversion, converted instrument, amount | 76,000 | |||||||||||||
Convertible Debt [Member] | IBT Notes [Member] | David Humes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt conversion, converted instrument, amount | $ 20,000 |
Prepaid Expenses - Additional I
Prepaid Expenses - Additional Information (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expenses [Line Items] | |||
Prepaid expenses | $ 36,000 | $ 33,000 | $ 45,000 |
LMF ACQUISITION OPPORTUNITIES, INC. | |||
Prepaid Expenses [Line Items] | |||
Prepaid expenses | 132,875 | $ 14,817 | $ 0 |
LMF ACQUISITION OPPORTUNITIES, INC. | Directors and Officers Liability Insurance [Member] | |||
Prepaid Expenses [Line Items] | |||
Prepaid expenses | $ 174,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | 1 Months Ended | |||||||
Jan. 28, 2021 | Sep. 30, 2022 | Jul. 29, 2022 | May 04, 2022 | Dec. 31, 2021 | Jan. 25, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Class Of Stock [Line Items] | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Class A Common Stock [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
IPO [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | ||||||||
Class Of Stock [Line Items] | ||||||||
Stock issued | 10,350,000 | |||||||
Sales price per unit | $ 10 | |||||||
Expiration period | 5 years | |||||||
Period after business combination when warrants become exercisable | 30 days | |||||||
Period after offering when warrants become exercisable | 12 months | |||||||
IPO per unit held in trust account | $ 10.2 | |||||||
Interest to pay dissolution expenses | $ 100,000 | |||||||
Period allotted to complete the business combination | 18 months | |||||||
Extended Period allotted to complete the business combination | 21 months | |||||||
IPO [Member] | Class A Common Stock [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | ||||||||
Class Of Stock [Line Items] | ||||||||
Stock issued | 10,350,000 | |||||||
Sales price per unit | $ 10 | |||||||
Common stock, par value | $ 11.5 | |||||||
Related Party Extension Loans [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | ||||||||
Class Of Stock [Line Items] | ||||||||
Deposit into trust account | $ 1,035,000 | $ 1,035,000 |
Private Placement - Additional
Private Placement - Additional Information (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 28, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Subsidiary Sale Of Stock [Line Items] | |||||
Initial business combination completion period | 18 months | 18 months | |||
LMF ACQUISITION OPPORTUNITIES, INC. | |||||
Subsidiary Sale Of Stock [Line Items] | |||||
Proceeds from issuance of private placement warrants | $ 5,738,000 | $ 5,738,000 | |||
Initial Business Combination [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||||
Subsidiary Sale Of Stock [Line Items] | |||||
Business Combination, Description | The Company’s Sponsor agreed to (i) waive its redemption rights with respect to its founder shares and Public Shares in connection with the completion of the Company’s initial Business Combination, (ii) waive its redemption rights with respect to its founder shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete its initial Business Combination within 18 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a business combination, which the Company elected to do (See Note 1), as described in more detail in the prospectus for the IPO) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete its initial Business Combination within 18 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a business combination, which the Company elected to do (See Note 1)). In addition, the Company’s Sponsor agreed to vote any founder shares it holds and any Public Shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Company’s initial Business Combination. | The Company’s Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and Public Shares in connection with the completion of the Company’s initial Business Combination, (ii) waive its redemption rights with respect to its founder shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete its initial Business Combination within 18 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a business combination, as described in more detail in the prospectus for the IPO) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete its initial Business Combination within 18 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a business combination. In addition, the Company’s Sponsor has agreed to vote any founder shares held by them and any Public Shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Company’s initial Business Combination. | |||
Warrant [Member] | Private Placement [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||||
Subsidiary Sale Of Stock [Line Items] | |||||
Stock issued | 5,738,000 | 5,738,000 | 5,738,000 | ||
Sales price per unit | $ 1 | $ 1 | |||
Proceeds from issuance of private placement warrants | $ 5,738,000 | $ 5,738,000 | $ 5,738,000 | ||
Sale of stock, description of transaction | The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. | The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. | |||
Period later on warrant not exercise after effective date | 5 years | 5 years |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Jan. 25, 2021 | Nov. 06, 2020 | Nov. 06, 2020 | Jan. 31, 2021 | Jan. 28, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | Jul. 29, 2022 | Jul. 28, 2022 | May 04, 2022 | Feb. 01, 2022 | Dec. 31, 2020 | Jan. 27, 2020 | Jan. 01, 2020 | |
Related Party Transaction [Line Items] | |||||||||||||||
Working capital loans | $ 0 | ||||||||||||||
Common stock, shares issued | 0 | 0 | 0 | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
LMF ACQUISITION OPPORTUNITIES, INC. | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Line of credit facility, aggregate principal amount | $ 300,000 | $ 300,000 | |||||||||||||
Debt maturity date | Sep. 30, 2021 | Jun. 30, 2021 | |||||||||||||
Proceeds from Issuance of common stock | $ 103,500,000 | ||||||||||||||
Class B Common Stock [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Common stock, shares issued | 2,156,250 | 2,156,250 | 2,587,500 | 2,587,500 | 2,156,250 | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Related Party Extension Loans [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Deposit into trust account | $ 1,035,000 | $ 1,035,000 | |||||||||||||
Deposit into trust account per share | $ 0.1 | ||||||||||||||
Founder Shares [Member] | Class B Common Stock [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Common stock, shares issued | 2,156,250 | 2,156,250 | |||||||||||||
Proceeds from Issuance of common stock | $ 25,000 | ||||||||||||||
Common stock, par value | $ 0.012 | $ 0.012 | |||||||||||||
Stock dividend | 431,250 | ||||||||||||||
Aggregate shares issued | 2,587,500 | ||||||||||||||
Description of transaction | The Sponsor agreed not to transfer, assign or sell its founder shares until the earlier of: (i) one year after the date of the consummation of the Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A 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 150 days after the Business Combination, the founder shares will no longer be subject to such transfer restrictions. | The Sponsor has agreed not to transfer, assign or sell its founder shares until the earlier of: (i) one year after the date of the consummation of the Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A 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 150 days after the Business Combination, the founder shares will no longer be subject to such transfer restrictions. | |||||||||||||
Promissory Notes [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Promissory notes repaid | $ 151,413 | ||||||||||||||
Borrowings aggregate draw down | $ 151,413 | ||||||||||||||
Notes payable, pelated parties | $ 1,750,000 | ||||||||||||||
Working Capital Loans [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Principal amount borrowed for expenses of IPO | $ 1,750,000 | $ 500,000 | |||||||||||||
Warrant exercise price on conversion | $ 1 |
Commitments Registration Righ_2
Commitments Registration Rights - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Aug. 23, 2022 | Jan. 25, 2021 | Jan. 28, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | May 04, 2022 | Jan. 01, 2020 | |
Equity Commitments [Line Items] | |||||||||||
Common stock, shares issued | 0 | 0 | 0 | 0 | |||||||
Operating Lease, Rental Expense | $ 32,000 | $ 65,000 | |||||||||
Common stock, value | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Rent expense | $ 8,000 | $ 8,000 | $ 24,000 | $ 24,000 | |||||||
Warrants And Rights Outstanding Term | 5 years | ||||||||||
LMF ACQUISITION OPPORTUNITIES, INC. | |||||||||||
Equity Commitments [Line Items] | |||||||||||
Warrants And Rights Outstanding Term | 5 years | ||||||||||
Tumim Stone Capital [Member] | Common Stock Purchase Agreement [Member] | |||||||||||
Equity Commitments [Line Items] | |||||||||||
Common stock, value | $ 100,000,000 | ||||||||||
Commitment fee payable amount | 2,500,000 | ||||||||||
Maxim Or Designees [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||||||||||
Equity Commitments [Line Items] | |||||||||||
Stock Issued | $ 1,000 | ||||||||||
PIPE Investors [Member] | PIPE Warrants [Member] | |||||||||||
Equity Commitments [Line Items] | |||||||||||
Aggregate purchase price of warrants | 7,000,000 | ||||||||||
PIPE Investors [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | PIPE Warrants [Member] | |||||||||||
Equity Commitments [Line Items] | |||||||||||
Aggregate purchase price of warrants | $ 7,000,000 | ||||||||||
Common Class A [Member] | PIPE Warrants [Member] | |||||||||||
Equity Commitments [Line Items] | |||||||||||
Stock issued | 700,000 | ||||||||||
Common Class A [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||||||||||
Equity Commitments [Line Items] | |||||||||||
Common stock, shares issued | 103,500 | 103,500 | 103,500 | ||||||||
Common stock, value | $ 10 | $ 10 | $ 10 | $ 0 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common Class A [Member] | Maxim Or Designees [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||||||||||
Equity Commitments [Line Items] | |||||||||||
Common stock, shares issued | 103,500 | ||||||||||
Common Class A [Member] | PIPE Investors [Member] | |||||||||||
Equity Commitments [Line Items] | |||||||||||
Stock issued | 700,000 | ||||||||||
Common stock, par value | $ 10 | ||||||||||
Warrants per share | $ 11.5 | ||||||||||
Common Class A [Member] | PIPE Investors [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||||||||||
Equity Commitments [Line Items] | |||||||||||
Stock issued | 700,000 | ||||||||||
Common stock, par value | $ 10 | ||||||||||
Warrants per share | $ 11.5 | ||||||||||
IPO and Private Placement [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||||||||||
Equity Commitments [Line Items] | |||||||||||
Proceeds from sale held in trust | $ 105,570,000 | ||||||||||
Underwriting discount | 2,070,000 | ||||||||||
Deferred underwriting fee | $ 3,622,500 |
Notes Payable Government Loan_2
Notes Payable Government Loans (Details) - Notes Payable Government Loans [Member] - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule of Maturities of LongTerm Debt [Line Items] | ||
2022 | $ 0 | $ 0 |
2023 | 1 | 1 |
2024 | 1 | 1 |
2025 | 1 | 1 |
2026 | 1 | 1 |
2027 | 1 | |
Thereafter | 58 | 59 |
Total | $ 63 | $ 63 |
Notes Payable Government Loan_3
Notes Payable Government Loans - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Apr. 02, 2021 | Feb. 28, 2021 | Jun. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Apr. 02, 2020 | |
Schedule of Notes Payable Government Loans [Line Items] | |||||||||||
Debt instrument, face amount | $ 63,000 | $ 63,000 | $ 63,000 | ||||||||
Debt instrument, interest rate, stated percentage | 3.75% | 3.75% | 3.75% | ||||||||
Other income | $ 1,000 | $ 0 | $ 1,000 | $ 91,000 | $ 91,000 | $ 84,000 | |||||
Debt instrument, periodic payment | $ 300 | ||||||||||
U.S. small business administration | |||||||||||
Schedule of Notes Payable Government Loans [Line Items] | |||||||||||
Debt instrument, face amount | $ 63,000 | ||||||||||
Debt instrument, maturity date, description | May 2050 | ||||||||||
Notes payable government loans | Silicon valley bank | |||||||||||
Schedule of Notes Payable Government Loans [Line Items] | |||||||||||
Debt instrument, face amount | $ 91,000 | $ 104,000 | |||||||||
Debt instrument, interest rate, stated percentage | 1% | 1% | |||||||||
Debt instrument, term | 2 years | ||||||||||
2020 PPP loan | |||||||||||
Schedule of Notes Payable Government Loans [Line Items] | |||||||||||
Debt instrument, decrease, forgiveness | $ 84,000 | 104,000 | |||||||||
Other income | 91,000 | $ 84,000 | |||||||||
Repayments of debt | $ 20,000 |
Convertible Preferred Stock A_3
Convertible Preferred Stock And Common Stock - Additional Information (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 04, 2022 | Jan. 01, 2020 | |
Convertible Preferred Stock And Common Stock [Line Items] | ||||||
Shares authorized | 1,495,651 | |||||
Common stock, Shares authorized | 12,000,000 | 3,531,504 | 3,531,504 | 12,000,000 | 1,200,000 | |
Common stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 296,551 | |||||
Preferred stock, par or stated value per share | $ 0.001 | |||||
Stockholders' equity, reverse stock split | 10:1 reverse stock split which occurred during 2020 | |||||
Temporary equity, shares authorized | 3,702,505 | |||||
Capital stock, Par or stated value per share | $ 0.001 | $ 0.001 | ||||
Common stock, voting rights | one | |||||
Shares issued, Price per share | $ 12.34 | |||||
Dividends | $ 0 | |||||
Preferred stock, Convertible, Conversion price | $ 12.34 | |||||
Temporary equity par or stated value per share | $ 0.001 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Convertible Preferred Stock And Common Stock [Line Items] | ||||||
Aggregate number of shares the holders have the right to receive | 255,000 | |||||
Share based compensation arrangement,Description of vesting rights | The majority of the RSUs granted vest 50% on the first anniversary of the grant date, with the remaining 50% of the awards vesting monthly over a 12 to 24 month period following the first anniversary of the grant date | |||||
Grant date fair market value of units | $ 8,000 | |||||
Common Stock [Member] | ||||||
Convertible Preferred Stock And Common Stock [Line Items] | ||||||
Conversion of stock, Shares converted | 784,551 | |||||
Series B Preferred Stock [Member] | ||||||
Convertible Preferred Stock And Common Stock [Line Items] | ||||||
Preferred stock, shares authorized | 700,950 | 453,950 | 453,950 | |||
Temporary equity, shares authorized | 453,950 | 700,950 | ||||
Temporary equity, Liquidation preference per share | $ 12.34 | |||||
Temporary equity, Voting rights to elect directors | The holders of shares of Series B Preferred Stock shall be entitled, voting separately as a single class, to elect two directors of the Company | |||||
Stock issued during period, Shares, New issues | 407,192 | |||||
Proceeds from issuance of convertible preferred stock | $ 5,000,000 | |||||
Conversion of stock, Shares issued | 194,494 | 12,226 | ||||
Temporary equity, Shares issued | 633,697 | 439,203 | 426,977 | |||
Temporary equity, Shares outstanding | 633,697 | 439,203 | 426,977 | |||
Series B Preferred Stock [Member] | Secured Convertible Note [Member] | ||||||
Convertible Preferred Stock And Common Stock [Line Items] | ||||||
Debt conversion, Original debt, Amount | $ 180,000 | |||||
Debt Conversion, Accrued interest, Amount | $ 65,000,000 | |||||
Debt conversion, Converted instrument, Shares issued | 19,785 | |||||
Series A-1 Preferred Stock [Member] | ||||||
Convertible Preferred Stock And Common Stock [Line Items] | ||||||
Preferred stock, shares authorized | 1,601,060 | 1,601,060 | 1,601,060 | |||
Temporary equity, shares authorized | 1,601,060 | 1,601,060 | ||||
Temporary equity, Liquidation preference per share | $ 49.36 | |||||
Temporary equity, Voting rights to elect directors | the holders of shares of Series A-1 Preferred Stock shall be entitled, voting separately as a single class, to elect one director of the Company | |||||
Temporary equity, Shares issued | 1,576,154 | 1,576,154 | ||||
Temporary equity, Shares outstanding | 1,576,154 | 1,576,154 | ||||
Series A-1 Preferred Stock [Member] | Secured Convertible Note [Member] | ||||||
Convertible Preferred Stock And Common Stock [Line Items] | ||||||
Debt conversion, Original debt, Amount | $ 15,000,000 | |||||
Debt Conversion, Accrued interest, Amount | $ 4,500,000 | |||||
Debt conversion, Converted instrument, Shares issued | 1,576,154 | |||||
Series A-2 Preferred Stock [Member] | ||||||
Convertible Preferred Stock And Common Stock [Line Items] | ||||||
Preferred stock, shares authorized | 900,495 | 900,495 | 900,495 | |||
Temporary equity, shares authorized | 900,495 | 900,495 | ||||
Temporary equity, Liquidation preference per share | $ 12.34 | |||||
Temporary equity, Voting rights to elect directors | the holders of shares of Series A-2 Preferred Stock shall be entitled, voting separately as a single class, to elect one director of the Company | |||||
Conversion of stock, Shares converted | 194,494 | 12,226 | ||||
Conversion of stock, Shares issued | 784,511 | |||||
Temporary equity, Shares issued | 772,285 | 784,511 | ||||
Temporary equity, Shares outstanding | 772,285 | 784,511 | ||||
Undesignated Preferred Stock [Member] | ||||||
Convertible Preferred Stock And Common Stock [Line Items] | ||||||
Temporary equity, shares authorized | 500,000 |
Convertible Preferred Stock A_4
Convertible Preferred Stock And Common Stock - Summary of Stock Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | $ 357 | $ 3 | $ 706 | $ 9 | $ 14 | $ 0 |
Research and development | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | 27 | 3 | 53 | 9 | 12 | 0 |
General and administrative | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | $ 330 | $ 0 | $ 653 | $ 0 | $ 2 | $ 0 |
Derivative Liability - Addition
Derivative Liability - Additional Information (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 28, 2021 | |
Class Of Warrant Or Right [Line Items] | ||||||||
Common stock price per share | $ 12.34 | |||||||
Gain on warrant liability revaluation | $ 0 | $ 0 | $ 578,000 | $ 0 | $ (27,000) | $ 0 | ||
LMF ACQUISITION OPPORTUNITIES, INC. | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants outstanding | 16,088,000 | 16,088,000 | 16,088,000 | |||||
Redemption of warrants | $ 18 | $ 18 | ||||||
Redemption of warrants description | if: (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”); (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions); and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | if: (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”); (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions); and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price | ||||||
Warrants exercisable | Dec. 31, 2021 | |||||||
Warrants expiration | 5 years | 5 years | ||||||
Warrant agreement description | In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). | In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). | ||||||
Gain on warrant liability revaluation | $ 0 | $ 680,522 | $ 644,720 | $ 5,801,362 | $ 702,400 | $ 1,185,940 | ||
Public Warrants [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants per share | $ 0.07 | $ 0.07 | $ 0.43 | $ 0.5 | ||||
Private Warrants | LMF ACQUISITION OPPORTUNITIES, INC. | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants per share | $ 0.51 | |||||||
Warrant | LMF ACQUISITION OPPORTUNITIES, INC. | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Debt instrument redemption description | Once the warrants become exercisable, the Company may call the warrants for redemption (excluding the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and | Once the warrants become exercisable, the Company may call the warrants for redemption (excluding the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and | ||||||
Minimum [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Percentage of aggregate gross proceeds from issuance | 60% | 60% | ||||||
Class A Common Stock [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Common stock price per share | 11.5 | $ 11.5 | $ 11.5 | |||||
Business Combination [Member] | Class A Common Stock [Member] | Maximum [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Business combination issuance price | $ 9.2 | $ 9.2 | $ 9.2 |
Derivative Liability - Schedule
Derivative Liability - Schedule of Assumptions for Valuation of Warrants (Details) - LMF ACQUISITION OPPORTUNITIES, INC. | Dec. 31, 2021 shares yr | Jan. 28, 2021 yr shares |
Class A Common Stock Price | ||
Class Of Warrant Or Right [Line Items] | ||
Measurement Input | shares | 10.04 | 9.9 |
Term in Years | ||
Class Of Warrant Or Right [Line Items] | ||
Measurement Input | yr | 5.07 | 6 |
Risk Free Rate | ||
Class Of Warrant Or Right [Line Items] | ||
Measurement Input | 1.27 | 0.58 |
Implied Volatility | ||
Class Of Warrant Or Right [Line Items] | ||
Measurement Input | 11.6 | 12.1 |
Derivative Liability - Schedu_2
Derivative Liability - Schedule of Fair Value of Warrant Liability (Details) - LMF ACQUISITION OPPORTUNITIES, INC. - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Jan. 28, 2021 | Dec. 31, 2020 |
Class Of Warrant Or Right [Line Items] | ||||
Fair value of warrants liability | $ 1,129,378 | $ 6,930,740 | $ 0 | |
Fair Value, Inputs, Level 3 [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Fair value of warrants liability | 1,129,378 | 6,930,740 | $ 8,116,680 | |
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Fair value of warrants liability | 726,570 | 4,450,500 | 5,175,000 | |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Fair value of warrants liability | $ 402,808 | $ 2,480,240 | $ 2,941,680 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member] - LMF ACQUISITION OPPORTUNITIES, INC. - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Jan. 28, 2021 |
Fair Value, Inputs, Level 1 [Member] | Government Securities Held In Trust Account [Member] | |||
Assets: | |||
Government securities held in Trust Account | $ 107,048,750 | $ 105,581,820 | $ 105,570,833 |
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | |||
Liabilities: | |||
Private Placement Warrants | 402,808 | 2,480,240 | 2,941,680 |
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Private Placement Warrants | $ 726,570 | $ 4,450,500 | $ 5,175,000 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock - Narrative Information (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Class Of Stock [Line Items] | ||||
Preferred stock, shares authorized | 296,551 | |||
Preferred stock, par value | $ 0.001 | |||
LMF ACQUISITION OPPORTUNITIES, INC. | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 0 | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | 0 | |
Preferred Stock | LMF ACQUISITION OPPORTUNITIES, INC. | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock - Narrative Information (Details) - USD ($) | 1 Months Ended | |||||||
Jan. 31, 2021 | Sep. 30, 2022 | May 04, 2022 | Dec. 31, 2021 | Jan. 25, 2021 | Dec. 31, 2020 | Nov. 06, 2020 | Jan. 01, 2020 | |
Class Of Stock [Line Items] | ||||||||
Common stock, shares authorized | 12,000,000 | 12,000,000 | 3,531,504 | 3,531,504 | 1,200,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock, shares issued | 0 | 0 | 0 | |||||
Common stock, shares outstanding | 0 | 0 | 0 | |||||
Class A Common Stock [Member] | Maxim [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, par value | $ 1,000 | |||||||
Common stock, shares issued | 103,500 | |||||||
Class A Common Stock [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common Stock, Shares, Issued | 103,500 | 103,500 | ||||||
Common Stock, Shares, Outstanding | 103,500 | 103,500 | ||||||
Common Stock subject to redemption | 10,350,000 | 10,350,000 | ||||||
Common stock, shares issued | 103,500 | 103,500 | ||||||
Common stock, shares outstanding | 103,500 | 103,500 | ||||||
Common Stock, Closing Price per share | $ 12 | $ 12 | ||||||
Class B Common Stock [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares issued | 2,587,500 | 2,587,500 | 2,156,250 | 2,156,250 | ||||
Common Stock issued, Par Value | $ 0.012 | |||||||
Common Stock issued, Value | $ 25,000 | |||||||
Number of Common Shares, declared dividend | 2,587,500 | |||||||
Common stock, shares outstanding | 2,587,500 | 2,587,500 | 2,156,250 | |||||
Conversion rate of Common Shares, Percentage | 20% | 20% |
Income Tax - Additional Informa
Income Tax - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Current income tax expense benefit | $ 800 | |
Valuation allowance, deferred tax asset, increase decrease, amount | 869,000 | $ 2,400 |
Current state and local tax expense benefit | 9,000 | |
Tax credit carryforward, amount | $ 648,000 | |
Tax credit carryforward expiration term | 2027 years | |
Testing period | 3 years | |
Nonconsolidated Investees, Other [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Equity method investment, ownership percentage | 50% | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 78,100 | 74,300 |
Operating loss carryforwards, expiration term | 2027 years | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 23,100 | 19,300 |
Operating loss carryforwards, expiration term | 2039 years | |
Federal Funds Purchased [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 25,200 | $ 52,900 |
Income Tax - Schedule Of Effect
Income Tax - Schedule Of Effective Income Tax Rate Reconciliation (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory income tax rate | 21% | 21% |
State income tax | 3.60% | 3.30% |
PPP Loan forgiveness | 0.005 | 0.005 |
Other | (1.30%) | (0.10%) |
Valuation allowance | (23.80%) | (25.00%) |
Total effective income tax rate | 0% | (0.30%) |
Income Tax - Schedule Of Net D
Income Tax - Schedule Of Net Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets, Net [Abstract] | ||
Net operating losses | $ 17,538 | $ 16,637 |
Accrued compensation | 0 | 4 |
Reserves | 0 | 31 |
Stock-based compensation | 3 | 0 |
Tax credits | 648 | 648 |
Total deferred tax assets | 18,189 | 17,320 |
Valuation allowance | (18,189) | (17,320) |
Net deferred tax assets | $ 0 | $ 0 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Weighted-Average Outstanding Shares (Detail) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total | 3,313,922 | 3,054,676 | 3,228,922 | 3,054,676 | 3,075,024 | 2,929,493 |
Options to purchase common stock [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total | 271,280 | 267,034 | 271,280 | 267,034 | 287,382 | 141,851 |
Restricted stock units [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total | 255,000 | 0 | 170,000 | 0 | ||
Convertible preferred stock [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total | 2,787,642 | 2,787,642 | 2,787,642 | 2,787,642 | 2,787,642 | 2,787,642 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Net loss | $ (1,892) | $ (902) | $ (1,004) | $ (1,207) | $ (1,106) | $ (1,065) | $ (3,798) | $ (3,378) | $ (4,596) | $ (3,276) |
Stock-Based Compensation Awar_3
Stock-Based Compensation Awards - Schedule Of Share Based Compensation Stock Options Activity (Detail) - Equity Incentive Plan [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options, Beginning Balance | 141,851 | 73,974 |
Options, Granted | 153,504 | 106,970 |
Options, Forfeited | (7,973) | (39,093) |
Options, Ending Balance | 287,382 | 141,851 |
Options exercisable as of December 31, 2021 | 67,840 | |
Weighted Average Exercise Price, Beginning Balance | $ 5.34 | $ 10 |
Weighted Average Exercise Price, Granted | 0.55 | 3.82 |
Weighted Average Exercise Price, Forfeited | 10 | 10 |
Weighted Average Exercise Price, Ending Balance | 2.65 | $ 5.34 |
Weighted Average Exercise Price, Options exercisable as of December 31, 2021 | $ 5.53 | |
Total Intrinsic Value | $ 0 | $ 0 |
Total Intrinsic Value, Options exercisable as of December 31, 2021 | $ 0 | |
Weighted Average Remaining Contractual Life (Years) | 8 years 7 months 9 days | 8 years 10 months 2 days |
Weighted Average Remaining Contractual Life (Years), Options exercisable as of December 31, 2021 | 7 years 11 months 8 days |
Stock-Based Compensation Awar_4
Stock-Based Compensation Awards - Schedule Of Employee Service Share Based Compensation Allocation Of Recognized Period Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | $ 357 | $ 3 | $ 706 | $ 9 | $ 14 | $ 0 |
Research and development [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | 27 | 3 | 53 | 9 | 12 | 0 |
General and administrative [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | $ 330 | $ 0 | $ 653 | $ 0 | $ 2 | $ 0 |
Stock-Based Compensation Awar_5
Stock-Based Compensation Awards - Schedule Of Share Based Payment Award Stock Options Valuation Assumptions (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Expected term (years) | 6 years 3 months 18 days | 5 years 10 months 24 days |
Expected volatility | 74.80% | 77.10% |
Risk-free interest rate | 0.78% | 0.10% |
Expected dividend rate | 0% | 0% |
Stock-Based Compensation Awar_6
Stock-Based Compensation Awards - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jan. 01, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2022 | Dec. 31, 2019 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stockholders' Equity, Reverse Stock Split | 10:1 reverse stock split which occurred during 2020 | ||||||||
Share-Based Payment Arrangement, Expense | $ 357,000 | $ 3,000 | $ 706,000 | $ 9,000 | $ 14,000 | $ 0 | |||
Restricted Stock Units (RSUs) [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 255,000 | ||||||||
Equity Incentive Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 547,717 | 547,717 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 4 years | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 10 years | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 260,335 | 405,866 | |||||||
Stockholders' Equity, Reverse Stock Split | 10:1 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 2.65 | $ 5.34 | $ 10 | ||||||
Share-Based Payment Arrangement, Expense | $ 14,000 | $ 16 | |||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 48,000 | ||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 4 years | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 0 | 0 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.4 | $ 0.0024 | |||||||
Equity Incentive Plan [Member] | Minimum [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 1 | ||||||||
Equity Incentive Plan [Member] | Maximum [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 10 | ||||||||
Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 0 | 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
Dec. 27, 2022 | Oct. 28, 2022 | Oct. 26, 2022 | Oct. 24, 2022 | Oct. 17, 2022 | Apr. 18, 2022 | Apr. 12, 2022 | Mar. 16, 2022 | Nov. 06, 2020 | Nov. 06, 2020 | Mar. 31, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 06, 2022 | Jul. 29, 2022 | Jul. 28, 2022 | May 04, 2022 | Mar. 02, 2022 | Nov. 15, 2021 | Oct. 15, 2021 | Sep. 10, 2021 | Jun. 10, 2021 | Jun. 30, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||
Debt instrument, interest rate | 3.75% | 3.75% | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 63,000 | $ 63,000 | |||||||||||||||||||||||||||
Cash proceeds | $ 350,000 | $ 0 | |||||||||||||||||||||||||||
Forward Purchase Agreements [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Volume Weighted Average Price | $ 3 | ||||||||||||||||||||||||||||
Number of Consecutive Trading Days for Determining Share Price | 20 days | ||||||||||||||||||||||||||||
Number of Trading Days for Determining Share Price | 30 days | ||||||||||||||||||||||||||||
Forward Purchase Agreements [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Volume Weighted Average Price | $ 2.5 | ||||||||||||||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 726,000 | ||||||||||||||||||||||||||||
Debt instrument, interest rate | 15% | 15% | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 15,700,000 | $ 15,700,000 | |||||||||||||||||||||||||||
LMF ACQUISITION OPPORTUNITIES, INC. | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Total borrowings amount | $ 300,000 | $ 300,000 | |||||||||||||||||||||||||||
Debt maturity date | Sep. 30, 2021 | Jun. 30, 2021 | |||||||||||||||||||||||||||
LMF ACQUISITION OPPORTUNITIES, INC. | LMFA Note [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Line of Credit Facility, Expiration Date | Oct. 30, 2023 | ||||||||||||||||||||||||||||
Percentage of the gross cash proceeds received from any future debt | 5% | ||||||||||||||||||||||||||||
Cash proceeds | $ 500,000 | ||||||||||||||||||||||||||||
LMF ACQUISITION OPPORTUNITIES, INC. | Maximum [Member] | LMFA Note [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 7% | ||||||||||||||||||||||||||||
Line of Credit Facility, Interest Rate at Period End | 15% | ||||||||||||||||||||||||||||
LMF ACQUISITION OPPORTUNITIES, INC. | Minimum [Member] | LMFA Note [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 15% | ||||||||||||||||||||||||||||
Line of Credit Facility, Interest Rate at Period End | 18% | ||||||||||||||||||||||||||||
LMF ACQUISITION OPPORTUNITIES, INC. | Tumim Letter Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Long-Term Purchase Commitment, Amount | $ 500,000 | ||||||||||||||||||||||||||||
LMF ACQUISITION OPPORTUNITIES, INC. | Tumim Letter Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Long-Term Purchase Commitment, Amount | 1,000,000 | ||||||||||||||||||||||||||||
IBT & David Humes Notes [Member] | Convertible Debt [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, term | 3 years | ||||||||||||||||||||||||||||
Debt instrument, interest rate | 8% | ||||||||||||||||||||||||||||
Dow Notes [Member] | Convertible Debt [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, term | 3 years | 3 years | 2 years | 1 year | |||||||||||||||||||||||||
Debt instrument, interest rate | 8% | 8% | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 120,000 | $ 480,000 | $ 120,000 | $ 240,000 | $ 240,000 | $ 840,000 | $ 300,000 | ||||||||||||||||||||||
Union Carbide Notes [Member] | Convertible Debt [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, term | 3 years | 3 years | 2 years | 1 year | |||||||||||||||||||||||||
Debt instrument, interest rate | 8% | 8% | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 80,000 | $ 320,000 | $ 80,000 | $ 160,000 | $ 160,000 | $ 560,000 | $ 200,000 | ||||||||||||||||||||||
Investor Notes [Member] | Convertible Debt [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, term | 3 years | ||||||||||||||||||||||||||||
Debt instrument, interest rate | 8% | 8% | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 422,000 | $ 104,000 | |||||||||||||||||||||||||||
Sponsor Note [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, face amount | $ 2,785,000 | $ 1,035,000 | $ 1,750,000 | ||||||||||||||||||||||||||
Percentage of the gross cash proceeds received from any future debt | 5% | ||||||||||||||||||||||||||||
Debt maturity date | Oct. 30, 2023 | ||||||||||||||||||||||||||||
Limit of gross cash proceeds exempt from repayment | $ 500,000 | ||||||||||||||||||||||||||||
Sponsor Note [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | Maximum [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 7% | ||||||||||||||||||||||||||||
Sponsor Note [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | Minimum [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 15% | ||||||||||||||||||||||||||||
Maxim Note [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Percentage of the gross cash proceeds received from any future debt | 25% | ||||||||||||||||||||||||||||
Professional Fees | $ 4,182,353 | ||||||||||||||||||||||||||||
Limit of gross cash proceeds exempt from repayment | $ 500,000 | ||||||||||||||||||||||||||||
Maxim Note [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | Maximum [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 7% | ||||||||||||||||||||||||||||
Maxim Note [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | Minimum [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 15% | ||||||||||||||||||||||||||||
Common Class A [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Share Price | 10 | ||||||||||||||||||||||||||||
Common Class A [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Share Price | $ 5 | ||||||||||||||||||||||||||||
Common Class A [Member] | Vellar Prepaid Forward Agreement [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 523,400 | ||||||||||||||||||||||||||||
Stock Repurchased During Period, Shares | 100,000 | ||||||||||||||||||||||||||||
Share Price | $ 10.37 | ||||||||||||||||||||||||||||
Payment Out Of The Trust Account | $ 5,428,000 | ||||||||||||||||||||||||||||
Stock Repurchased During Period, Value | 1,037,000 | ||||||||||||||||||||||||||||
Business Acquisition ,Structuring Fee | 5,000 | ||||||||||||||||||||||||||||
Common Class A [Member] | HB Strategies Prepaid Forward Agreement [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 700,000 | ||||||||||||||||||||||||||||
Stock Repurchased During Period, Shares | 50,000 | ||||||||||||||||||||||||||||
Share Price | $ 10.37 | ||||||||||||||||||||||||||||
Payment Out Of The Trust Account | $ 7,259,000 | ||||||||||||||||||||||||||||
Stock Repurchased During Period, Value | 519,000 | ||||||||||||||||||||||||||||
Business Acquisition ,Structuring Fee | $ 3,000 | ||||||||||||||||||||||||||||
Common Class A [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||
Common Class B [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||
LMF Merger Sub, Inc [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Business Combination, Consideration Transferred | $ 85,408,328 | ||||||||||||||||||||||||||||
Business Acquisition Transaction Costs Capped Amount | 800,000 | ||||||||||||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 85,000,000 | ||||||||||||||||||||||||||||
LMF Merger Sub, Inc [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | Common Stock [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||||||||||||||||||
Business Acquisition Share Price | $ 10 | ||||||||||||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 7,837,628 | ||||||||||||||||||||||||||||
LMF Merger Sub, Inc [Member] | Common Class A [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||||||||||||||||||
Common Stock, Conversion Basis | one-to-one | ||||||||||||||||||||||||||||
LMF Merger Sub, Inc [Member] | Common Class B [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | LMFA Note [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Additional advance amount | $ 350,000 | ||||||||||||||||||||||||||||
Total borrowings amount | $ 700,000 | ||||||||||||||||||||||||||||
Line of Credit Facility, Expiration Date | Oct. 30, 2022 | ||||||||||||||||||||||||||||
Percentage of the gross cash proceeds received from any future debt | 5% | ||||||||||||||||||||||||||||
Cash proceeds | $ 500,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | LMFA Note [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 7% | ||||||||||||||||||||||||||||
Line of Credit Facility, Interest Rate at Period End | 15% | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Minimum [Member] | LMFA Note [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 15% | ||||||||||||||||||||||||||||
Line of Credit Facility, Interest Rate at Period End | 18% | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Tumim Letter Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Long-Term Purchase Commitment, Amount | 500,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Tumim Letter Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Long-Term Purchase Commitment, Amount | $ 1,000,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | License Agreement [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Upfront payment | $ 100,000 | ||||||||||||||||||||||||||||
Milestone payment | $ 800,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Convertible Debt [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||||
Debt instrument, interest rate | 8% | ||||||||||||||||||||||||||||
Debt instrument, convertible, discount price per share, percent | 20% | ||||||||||||||||||||||||||||
Debt instrument, face amount | $ 200,000,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | LMF ACQUISITION OPPORTUNITIES, INC. | Sponsor [Member] | Working Capital Loan [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, face amount | $ 340,000,000 | $ 340,000,000 | |||||||||||||||||||||||||||
Due from Related Parties, Current | $ 1,500 | $ 1,500 | |||||||||||||||||||||||||||
Subsequent Event [Member] | IBT & David Humes Notes [Member] | Convertible Debt [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, term | 3 years | ||||||||||||||||||||||||||||
Debt instrument, interest rate | 8% | 8% | |||||||||||||||||||||||||||
Debt instrument, convertible, discount price per share, percent | 20% | 20% | |||||||||||||||||||||||||||
Subsequent Event [Member] | IBT & David Humes Notes [Member] | IBT [Member] | Convertible Debt [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 76,000,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | IBT & David Humes Notes [Member] | David Humes [Member] | Convertible Debt [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 21,000,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Dow Notes [Member] | Convertible Debt [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, face amount | 120,000,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Union Carbide Notes [Member] | Convertible Debt [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, face amount | $ 80,000,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Investor Notes [Member] | Convertible Debt [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, term | 3 years | ||||||||||||||||||||||||||||
Debt instrument, interest rate | 8% | ||||||||||||||||||||||||||||
Debt instrument, convertible, discount price per share, percent | 20% | ||||||||||||||||||||||||||||
Debt instrument, face amount | $ 1,222,000,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Sponsor Note [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, face amount | $ 2,785,000 | $ 1,035,000 | $ 1,750,000 | ||||||||||||||||||||||||||
Percentage of the gross cash proceeds received from any future debt | 5% | ||||||||||||||||||||||||||||
Debt maturity date | Oct. 30, 2023 | ||||||||||||||||||||||||||||
Limit of gross cash proceeds exempt from repayment | $ 500,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Sponsor Note [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Limit of gross cash proceeds exempt from repayment | $ 7,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Sponsor Note [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 15% | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Maxim Note [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Percentage of the gross cash proceeds received from any future debt | 25% | ||||||||||||||||||||||||||||
Professional Fees | $ 4,182,000 | ||||||||||||||||||||||||||||
Limit of gross cash proceeds exempt from repayment | $ 500,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Maxim Note [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 7% | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Maxim Note [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 15% | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Note Payable Government Loan [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, face amount | 63,000 | ||||||||||||||||||||||||||||
Accrued interest | $ 5,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | LMF Merger Sub, Inc [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Business Combination, Consideration Transferred | $ 85,408,000 | ||||||||||||||||||||||||||||
Business Acquisition Transaction Costs Capped Amount | 800,000 | ||||||||||||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 85,000,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | LMF Merger Sub, Inc [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||||||||||||||||||
Business Acquisition Share Price | $ 10 | ||||||||||||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 7,837,628 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | LMF Merger Sub, Inc [Member] | Common Class A [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | LMF Merger Sub, Inc [Member] | Common Class B [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||||||||||||||||
Common Stock, Conversion Basis | one-to-one | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Special Purpose Acquisition Company (SPAC) [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Business acquisition, percentage of voting interests acquired | 100% |