0000950170-23-011035 | 10-K | XBRL Viewer | Seastar Medical Holding Corp

Restricted Stock Units [Member]

Outstanding options

244,792

287,382

141,851

Outstanding restricted stock unit awards

298,389

Common Class A [Member]

Series B Preferred Stock [Member]

Common stock, par value

$ 0.0001

Conversion of stock, shares issued

633,697

194,494

12,226

Series A-1 Preferred Stock [Member]

Series A-2 Preferred Stock [Member]

1,576,154

577,791

194,494

12,226

Common Stock [Member]

Conversion of convertible notes to class A common shares, Shares

^[1]

598,861

Common Stock [Member] | Common Class A [Member]

Options to purchase shares

4,162,040,000

SPAC financing, Shares

4,162,040,000

LMF Merger Sub, Inc [Member]

Business combination, consideration transferred

$ 85,406

Debt conversion, original debt amount

4,636

Debt conversion, accrued interest, amount

341

Unamortized debt discount

$ 168

Excess fair value of shares transferred for convertible note conversion

$ 1,180

Outstanding options

271,280

Net cash consideration

$ 9,961

Net liabilities

$ 10,882

LMF Merger Sub, Inc [Member] | Restricted Stock Units [Member]

Outstanding restricted stock unit awards

306,811

255,000

LMF Merger Sub, Inc [Member] | Public Stockholders Warrants [Member]

LMF Merger Sub, Inc [Member] | Private Placement Warrants [Member]

10,350,000

LMF Merger Sub, Inc [Member] | Common Class A [Member]

5,738,000

Conversion of convertible notes to class A common shares, Shares

Common stock, par value

$ 0.0001

598,861

Business acquisition share price

$ 10.00

Conversion of stock, shares issued

7,238,767

Warrants to purchase

69,714

Options to purchase shares

326,399

Business acquisition, equity interest issued or issuable, number of shares

8,540,552

Remained unredeemed recapitalization

4,162,040

Payment to redeem existing shareholders

$ 92,137

SPAC financing, Shares

326,399

LMF Merger Sub, Inc [Member] | Series B Preferred Stock [Member]

LMF Merger Sub, Inc [Member] | Series A-1 Preferred Stock [Member]

633,697

LMF Merger Sub, Inc [Member] | Series A-2 Preferred Stock [Member]

1,576,154

LMF Merger Sub, Inc [Member] | Warrant [Member]

577,791

SeaStar Medical, Inc. [Member]

57,942

Summary of Significant Accounting Policies

57,942

[1]	Retroactively restated to give effect to the reverse recapitalization

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Note 2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the period. Significant estimates include the valuation of the forward option on prepaid forward contracts, derivative liability, warrants, tax provision, 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.

Cash

The Company maintains its cash in commercial banks in the United States ("U.S.") which are insured by the Federal Deposit Insurance Corporation up to $250.

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. The Company has not experienced any losses on deposits since inception.

Income taxes

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated 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 ("ASC") 740, Income Taxes, which provides a comprehensive model for the recognition, measurement, and disclosure in consolidated financial statements of uncertain income tax positions that a company has taken or expects to take on a tax return. Under this guidance, a company can recognize the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position; otherwise, no benefit can be recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Additionally, the Company accrues interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. Interest and penalties are classified as income tax expense in the consolidated financial statements.

Fair value measurements

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 forward option on prepaid forward contracts and the convertible notes derivative liability are classified as Level 3 in the fair value hierarchy.

The following table presents the changes in the forward option and the convertible notes derivative liability for the years ended December 31, 2022 and 2021 (in thousands):



	Forward Option			Convertible Notes
	On Prepaid			Derivative
Level 3 Rollforward	Forward Contracts			Liability
Balance December 31, 2020	$	—		$	—
Additions		—			(499	)
Changes in fair value		—			(27	)
Balance December 31, 2021		—			(526	)
Additions		11,940			(52	)
Sale of recycled shares		(41	)		—
Changes in fair value		(10,170	)		(602	)
Reclassified to additional paid-in capital		—			1,180
Balance December 31, 2022	$	1,729		$	—

The forward option in the amount of $11,940 was recorded on October 28, 2022, for the forward option in the forward purchase agreements (see Note 4). The forward option is remeasured each reporting period using a Monte-Carlo Simulation in a risk-neutral framework (a special case of the Income Approach). Specifically, the future stock price is simulated assuming a Geometric Brownian Motion (“GBM”). For each simulated path, the forward purchase value is calculated based on the contractual terms and then discounted at the term-matched risk-free rate. Finally, the value of the forward is calculated as the average present value over all simulated paths.

Convertible notes 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 8). The convertible notes 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 convertible notes derivative liability was extinguished as of the closing of the Business Combination (the"Closing"), as a result of the conversion of the convertible notes. On October 28, 2022, the put option liability was settled upon the Closing and reclassified to additional paid-in capital.

Derivative liabilities in the amounts of $80, $364, and $55 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.

The change in fair value of the derivative liabilities were recorded in change in fair value of convertible notes derivative liability in the consolidated statements of operations.

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.

Stock-based compensation

In accordance with ASC Topic 718, Compensation – Stock Compensation, the Company recognizes compensation expense for all stock-based awards issued to employees based on the estimated grant-date fair value, which is recognized as expense on a graded vesting approach over the requisite service period. The Company has elected to recognize forfeitures as they occur. The fair value of stock options is determined using the Black-Scholes option-pricing model. The determination of fair value for stock options on the date of grant using an option-pricing model requires management to make certain assumptions including expected volatility, expected term, risk-free interest rate and expected dividends in addition to the Company’s common stock valuation. The determination of fair value of restricted stock units is valued based on the value of the Company's common stock on the grant date (see Note 12).

Prior to the Business Combination, 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 to estimate the fair value of its common stock. In determining the exercise prices for options granted, the Company considered the fair value of the Company as of the grant date. The fair value of the Company was determined based upon a variety of factors, including the Company’s financial position, historical performance and operating results, the Company’s stage of development, the progress of the Company’s research and development programs, the prices at which the Company sold its convertible preferred stock, the superior rights, preferences and privileges of the Company’s convertible preferred stock relative to its common stock, external market conditions affecting the biotechnology industry, the lack of marketability of the Company’s common stock and the prospects of a liquidity event and the analysis of initial public offering and market performance of similar companies as well as recently completed mergers and acquisition of peer companies. Significant changes to the key assumptions underlying the factors used could result in different fair values of the Company at each valuation date.

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 costs 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 goods or when services are performed.

The Company records expenses related to external research and development services based on 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.

Net loss per share attributable to common stockholders

The Company’s basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. The dilutive effect of these potential common shares is reflected in diluted earnings per share by application of the treasury stock method.

Recently issued accounting standards not yet adopted

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ("ASU 2020-06"). ASU 2020-06 addresses issues identified as a result of the complexity associated with applying US GAAP for certain financial instruments with characteristics of liabilities and equity. In addressing the complexity, ASU 2020-06 focused on amending the guidance on convertible instruments and the guidance on the derivatives scope exception for contracts in an entity’s own equity. The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission ("SEC") filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. In accordance with the JOBS Act, the Company has delayed adoption of ASU 2020-06. As a result, these consolidated financial statements may not be comparable to those companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Note 14. Income Taxes

The Company recorded $1 of current income tax expense and $1 of current income tax benefit for the years ended December 31, 2022 and 2021, respectively.

The effective income tax rate of the Company’s provision for income taxes differed from the federal statutory rate as follows:


	2022	2021
Federal tax at statutory rate	21.0%	21.0%
State income tax	4.4%	3.6%
Interest on convertible notes	(0.6)%	0.0%
Change in fair value of convertible notes derivative liability	(0.7)%	0.0%
Other	0.3%	(0.8)%
Change in valuation allowance	(24.4)%	(23.8)%
Total effective income tax rate	(0.0)%	(0.0)%

Significant components of deferred tax assets for federal and state income taxes were as follows:


	December 31,			December 31,
($ in thousands)	2022			2021
Deferred tax assets:
Net operating losses	$	18,627		$	17,538
Forward option-prepaid forward contracts, net		2,585			—
Finance charges and origination fees		1,028			—
Accrued compensation		130			—
Stock-based compensation		311			3
Section 174 research and development capitalization		434			—
Tax credits		715			648
Total deferred tax assets		23,830			18,189
Valuation allowance		(23,830	)		(18,189	)
Net deferred tax assets	$	—		$	—

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. For the years ended December 31, 2022 and 2021, the net increase in the valuation allowance was $5,641 and $869, respectively.

As of December 31, 2022 and 2021, the Company had federal net operating loss carryforwards of $82,265 and $78,127, respectively, of which $29,425 of federal net operating loss carryforwards post 2017 will be carried forward indefinitely. The remaining $52,840 of federal net operating loss carryforwards begin expiring in 2027. The Company also had $28,896 of state (Colorado, California, and Florida) net operating loss carryforwards, which will begin expiring in 2039. The Company has not used any net operating loss carryforwards to date.

The Company had federal energy credit carryforwards of $647 as of December 31, 2022 and 2021, which will expire starting in 2027 if not utilized. The Company has federal research and development credit carryforwards of $68 as of December 31, 2022, which will expire starting in 2042 if not utilized.

Pursuant to Internal Revenue Code (IRC) Sections 382 and 383, the Company's ability to use NOL and research tax credit carry forwards to offset future taxable income may be limited if the Company experiences a cumulative change in ownership of more than 50% within a three-year testing period. The Company has not completed an ownership change analysis pursuant to IRC Section 382. If ownership changes within the meaning of IRC Section 382 are identified as having occurred, the amount of NOL and research tax credit carryforwards available to offset

future taxable income and income tax liabilities in future years may be significantly restricted or eliminated. Further, deferred tax assets associated with such NOLs, and research tax credits could be significantly reduced upon realization of an ownership change within the meaning of IRC Section 382.

The Company files U.S. federal and state tax returns with varying statutes of limitations. Due to net operating loss and credit carryforwards, the 2019 to 2022 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.

Uncertain Tax Benefits

The Company uses the “more likely than not” criterion for recognizing the income tax benefit of uncertain income tax positions and establishing measurement criteria for income tax benefits. The Company had no uncertain tax benefits as of December 31, 2022 and 2021. The Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months as of December 31, 2022.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	12,699,668	7,238,767
Common stock, shares outstanding	12,699,668	7,238,767

Government Loans and PPP Loans - Additional Information (Details) - USD ($)			1 Months Ended	12 Months Ended
	Oct. 17, 2022	Apr. 02, 2021	Jun. 30, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Apr. 30, 2020
Schedule of Government Loans and PPP Loans [Line Items]
Debt instrument, face amount				$ 63,000
Debt instrument, interest rate, stated percentage				3.75%
Debt instrument, periodic payment			$ 300
Other income					$ 91,000
Interest expense				$ 630,000	212,000
PPP loan
Schedule of Government Loans and PPP Loans [Line Items]
Other income					91,000	$ 84,000
Repayments of debt					20,000
Government Loans
Schedule of Government Loans and PPP Loans [Line Items]
Debt instrument, face amount	$ 63,000
Accrued interest	$ 6,000
Interest expense				$ 2,000	$ 3,000
U.S. small business administration
Schedule of Government Loans and PPP Loans [Line Items]
Debt instrument, maturity date, description			May 2050
Silicon valley bank \| Notes payable government loans
Schedule of Government Loans and PPP Loans [Line Items]
Debt instrument, face amount		$ 91,000					$ 104,000
Debt instrument, interest rate, stated percentage		1.00%
Debt instrument, term		2 years

Summary of Significant Accounting Policies - Summary of Changes in Forward Option and Convertible Notes Derivative Liability (Detail) - USD ($) $ in Thousands								12 Months Ended
	Mar. 31, 2022	Mar. 16, 2022	Feb. 28, 2022	Jan. 31, 2022	Dec. 31, 2021	Sep. 10, 2021	Jun. 10, 2021	Dec. 31, 2022	Dec. 31, 2021
Derivative Financial Instruments, Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Additions					$ 55	$ 364	$ 80
Forward Option Derivatives [Member] \| Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance								$ 0	$ 0
Additions								$ 11,940	$ 0
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]								Other Nonoperating Income (Expense)	Other Nonoperating Income (Expense)
Sale of recycled shares								$ (41)
Changes in fair value								(10,170)	$ (0)
Reclassified to additional paid-in capital								0
Balance					0			1,729	0
Discount Derivative Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Additions	$ 13	$ 35	$ 0	$ 4
Discount Derivative Liabilities [Member] \| Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance								(526)	0
Additions								(52)	(499)
Sale of recycled shares								0
Changes in fair value								(602)	(27)
Reclassified to additional paid-in capital								1,180
Balance					$ (526)			$ 0	$ (526)

Notes Payable (Tables)

12 Months Ended

Dec. 31, 2022

Notes Payable [Abstract]

Summary of Notes Payable

Notes payable consisted of the following on December 31:


($ in thousands)	2022		2021
LMFA notes payable	$	968	$	—
LMFAO note payable		2,785		—
Maxim note payable		4,167		—
Insurance financing		910		—
Total notes payable	$	8,830	$	—

Income Taxes - Schedule of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred Tax Assets, Net [Abstract]
Net operating losses	$ 18,627	$ 17,538
Forward option-prepaid forward contracts, net	2,585	0
Finance charges and origination fees	1,028	0
Accrued compensation	130	0
Stock-based compensation	311	3
Section 174 research and development capitalization	434	0
Tax credits	715	648
Total deferred tax assets	23,830	18,189
Valuation allowance	(23,830)	(18,189)
Net deferred tax assets	$ 0	$ 0

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal tax at statutory rate	21.00%	21.00%
State income tax	4.40%	3.60%
Interest on convertible notes	(0.60%)	0.00%
Change in fair value of convertible notes derivative liability	(0.70%)	0.00%
Other	0.30%	(0.80%)
Change in valuation allowance	(24.40%)	(23.80%)
Total effective income tax rate	(0.00%)	(0.00%)

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net loss	$ (23,013)	$ (4,596)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization of discount on convertible notes	242	140
Non-cash accrued interest related to convertible notes	341	72
Change in fair value of convertible notes derivative liability	602	27
Change in fair value of forward option	10,170	0
Loss on sale of recycled shares	1	0
PPP loan forgiveness	0	(91)
Stock-based compensation	1,311	14
Changes in operating assets and liabilities
Other receivables	4	0
Inventory	0	55
Prepaid expenses	(1,073)	12
Accounts payable	1,548	(297)
Accrued expenses and other current liabilities	2,073	(450)
Net cash used in operating activities	(7,794)	(5,114)
Cash flows from financing activities
Proceeds from issuance of convertible notes	1,681	2,746
Proceeds from recapitalization	9,961	0
Payment of recapitalization transaction costs	(1,211)	0
Proceeds from PIPE investors	7,000	0
Payment for forward contracts	(11,940)	0
Proceeds from sale of recycled shares	40	0
Proceeds from notes payable	1,878	0
Payment on notes payable outstanding	(15)
Proceeds from PPP loan	0	91
Repayment of Government loans	(63)	0
Repayment of PPP loan	0	(20)
Net cash provided by financing activities	7,331	2,817
Net decrease in cash	(463)	(2,297)
Cash, beginning of period	510	2,807
Cash, end of period	47	510
Supplemental disclosure of cash flow information
Cash paid for income taxes	1	0
Cash paid for interest	6	0
Supplemental disclosure of noncash flow information
Conversion of Series A-2 Preferred stock into Series B Preferred stock	2,400	151
Conversion of Preferred stock to common stock	73,349	0
Conversion of convertible notes to common stock	5,989	0
Recapitalization transaction costs in accounts payable	294	0
Recapitalization transaction costs in notes payable	2,209	0
Value of derivative liability on issuance of convertible notes	52	499
Non-cash conversion of accrued expenses into convertible notes	96	114
Other receivables of cash in transit for convertible notes	$ 0	$ 58

Stock-Based Compensation Awards - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 1,311	$ 14
Stock Options [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	148	14
Restricted Stock Units (RSUs) [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	1,163	0
Research and Development [Member] \| Stock Options [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	7	1
Research and Development [Member] \| Restricted Stock Units (RSUs) [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	89	0
General and Administrative [Member] \| Stock Options [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	141	13
General and Administrative [Member] \| Restricted Stock Units (RSUs) [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 1,074	$ 0

Notes Payable - MAXIM Note Payable - Additional Information (Details) - USD ($) $ in Thousands			12 Months Ended
	Mar. 15, 2023	Oct. 28, 2022	Dec. 31, 2022
Notes Payable LineItems
Debt instrument, interest rate			3.75%
Note payable, balance due			$ 8,830
Maxim Note [Member]
Notes Payable LineItems
Professional fees		$ 4,182
Line of credit facility, expiration date		Oct. 30, 2023
Percentage of the gross cash proceeds received from any future debt		25.00%
Limit of gross cash proceeds exempt from repayment		$ 500
Note payable, balance due			4,167
Interest expense			$ 51
Maxim Note [Member] \| Subsequent Event [Member]
Notes Payable LineItems
Line of credit facility, expiration date	Jun. 15, 2024
Maxim Note [Member] \| LMAO [Member]
Notes Payable LineItems
Professional fees		2,209
Maxim note payable		$ 1,973
Maxim Note [Member] \| Maximum [Member]
Notes Payable LineItems
Debt instrument, interest rate		7.00%
Maxim Note [Member] \| Minimum [Member]
Notes Payable LineItems
Debt instrument, interest rate		15.00%

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 13. Commitments and Contingencies

License and distribution agreement

On December 27, 2022, the Company entered into a license and distribution agreement (“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. The Company received an upfront payment of $100 on January 3, 2023. If the Company does not receive written authorization to market the SCD, prior to the first anniversary of the effective date, the Company will repay the $100. The Company shall also receive milestone payments in the amounts of $450 and $350 for obtaining FDA approval and for selling the first sixty units to any third parties. The term of the agreement is three years.

Lease agreements

The Company is part of a membership agreement for shared office space and can cancel at any time. Rent expense was $32 for the years ended December 31, 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 years ended December 31, 2022 and 2021 and no material legal proceedings are currently pending or threatened.

Business Combination and Recapitalization - Schedule of Net Liabilities of LMAO (Details) - LMF Merger Sub, Inc [Member] $ in Thousands	Oct. 28, 2022 USD ($)
Business Acquisition [Line Items]
Other receivables	$ 16
Prepaid expenses	1,871
Accrued expenses	(82)
Public warrants liability	(1,241)
Private placement warrants liability	(6,688)
Net liabilities	(10,882)
LMFAO Note [Member]
Business Acquisition [Line Items]
Note payable	(2,785)
Maxim Note [Member]
Business Acquisition [Line Items]
Note payable	$ (1,973)

Stock-Based Compensation Awards - Summary of Option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Beginning balance, Outstanding	287,382	141,851
Granted		153,504
Forfeited		(7,973)
Forfeited prior to merger conversion	(83,928)
Additional options issued in merger conversion	41,338
Ending balance, Outstanding	244,792	287,382
Options exercisable as of December 31, 2022	145,365
Weighted Average Exercise Price
Beginning balance, Outstanding	$ 2.65	$ 5.34
Granted		0.55
Forfeited prior to merger conversion	4.63
Additional options issued in merger conversion	1.84
Forfeited		10.00
Ending balance, Outstanding	1.84	$ 2.65
Options exercisable as of December 31, 2022	$ 2.46
Total Intrinsic Value
Outstanding	$ 751,851	$ 0
Options exercisable as of December 31, 2022	$ 412,681
Weighted Average Remaining Contractual Life (Years)
Outstanding	7 years 7 months 24 days	8 years 7 months 9 days
Options exercisable as of December 31, 2022	7 years 5 months 23 days

Description of Business

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

Note 1. Description of Business

Organization and description of business

SeaStar Medical, Inc. 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.

SeaStar Medical, Inc. is in the pre-revenue stage focused on product development.

On October 28, 2022, LMF Merger Sub, Inc., a wholly owned subsidiary of LMF Acquisition Opportunities, Inc., (“LMAO”) merged with and into SeaStar Medical, Inc. (the "Business Combination"), with SeaStar Medical, Inc. surviving the Business Combination as a wholly owned subsidiary of LMAO (see Note 3). Following the consummation of the Business Combination, LMAO was renamed to "SeaStar Medical Holding Corporation" ("the Company", "we", "SeaStar Medical").

Basis of presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC"). The consolidated financial statements include the consolidated accounts of the Company's wholly owned subsidiary, SeaStar Medical, Inc.

All significant intercompany transactions have been eliminated in consolidation.

Segment information

The Company operates in one operating segment and, accordingly, no segment disclosures have been presented herein.

Liquidity and Going Concern

As of December 31, 2022, the Company has an accumulated deficit of $99,325 and cash of $47. 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 these consolidated financial statements. We believe that this raises substantial doubt about our ability to continue as a going concern.

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 us when needed or on acceptable terms.

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 consolidated 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.

The Company cannot at this time predict the specific extent, duration, or full impact that a future pandemic will have on its financial condition and operations. A future pandemic may affect our ability to initiate and complete preclinical studies, delay our clinical trials or future clinical trials, disrupt regulatory activities, or have other adverse effects on our business and operations.

Consolidated Statements of Operations - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Operating expenses

Research and development

$ 2,819

$ 2,766

General and administrative

6,600

1,683

Origination cost of prepaid forward contracts

2,190

Total operating expenses

11,609

4,449

Loss from operations

(11,609)

(4,449)

Other income (expense), net

Interest expense

(630)

(212)

Other income

Change in fair value of convertible notes derivative liability

(602)

(27)

Change in fair value of forward option-prepaid forward contracts

(10,170)

Loss on sale of recycled shares

(1)

Total other expense, net

(11,403)

(148)

Loss before income tax provision (benefit)

(23,012)

(4,597)

Income tax provision (benefit)

(1)

Net loss

$ (23,013)

$ (4,596)

Net loss per share:

Net loss per share of common stock, basic

$ (2.80)

$ (0.63)

Diluted net loss per share

$ (2.80)

$ (0.63)

Weighted-average shares outstanding - basic

^[1]

8,211,256

7,238,767

Weighted-average shares outstanding - diluted

^[1]

8,211,256

7,238,767

[1]	Retroactively restated to give effect to the reverse recapitalization

Business Combination and Recapitalization

12 Months Ended

Dec. 31, 2022

Business Combination And Recapitalization [Abstract]

Business Combination and Recapitalization

Note 3. Business Combination and Recapitalization

On October 28, 2022, LMAO consummated a series of transactions that resulted in the combination of LMF Merger Sub, Inc. and SeaStar Medical, Inc. pursuant to an Agreement and Plan of Merger, as described in Note 1.

The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting LMAO was treated as the acquired company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, SeaStar Medical, Inc.'s stockholders have the majority of the voting power of the combined entity, SeaStar Medical, Inc. comprised all of the ongoing operations of the combined entity, SeaStar Medical, Inc. comprised a majority of the governing body of the combined entity, and SeaStar Medical, Inc.’s senior management comprised all of the senior management of the combined entity. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of SeaStar Medical, Inc. issuing shares for the net assets of LMAO, accompanied by a recapitalization. The net assets of LMAO were stated at historical costs. No goodwill or intangibles were recorded. Operations prior to the Business Combination are those of SeaStar Medical, Inc.

The aggregate consideration to the stockholders of SeaStar Medical, Inc. at the closing of the Business Combination was $85,406, which consisted of shares of the Company's Class A common stock, par value $0.0001 per share, valued at $10.00 per share, resulting in the issuance of 8,540,552 shares.

Upon the Closing, each of SeaStar Medical, Inc.’s outstanding convertible notes, in the amount of $4,636, and related accrued interest totaling $341 less $168 in unamortized discounts converted into 598,861 shares of SeaStar Medical Holding Corporation Class A common stock valued at $10.00 per share. The excess fair value of shares transferred for convertible note conversion of $1,180 is recorded in the consolidated statement of operations for the year ended December 31, 2022.

Also, upon the Closing, 633,697 shares of Series B Preferred stock, 1,576,154 shares of Series A-1 Preferred stock, and 577,791 shares of Series A-2 Preferred stock of SeaStar Medical, Inc. converted into 7,238,767 shares of SeaStar Medical Holding Corporation Class A common stock. SeaStar Medical, Inc.’s 57,942 outstanding warrants were assumed by LMAO and converted into 69,714 warrants to purchase SeaStar Medical Holding Corporation Class A common stock. SeaStar Medical, Inc.’s 271,280 outstanding options were assumed by LMAO and

converted into 326,399 options to purchase SeaStar Medical Holding Corporation Class A common stock. SeaStar Medical, Inc.’s 255,000 outstanding restricted stock unit awards were assumed by LMAO and converted into 306,811 SeaStar Medical Holding Corporation restricted stock units. The increase in the number of stock-based awards was accounted for as a modification (see Note 12).

As part of the Business Combination, $92,137 was paid to redeem Class A shares from LMAO existing shareholders. 4,162,040 Class A shares remained unredeemed at the time of the Business Combination. LMAO had 10,350,000 public warrants and 5,738,000 private placement warrants at the time of the Business Combination. The public warrants and the private placement warrants are classified as equity. The Company received net cash consideration of $9,961 and net liabilities of LMAO of $10,882. The net liabilities of LMAO were as follows (in thousands):


Other receivables	$	16
Prepaid expenses		1,871
Accrued expenses		(82	)
Public warrants liability		(1,241	)
Private placement warrants liability		(6,688	)
LMFAO note payable		(2,785	)
Maxim note payable		(1,973	)
	$	(10,882	)

The table below summarizes the shares of Class A common stock issued immediately after the Closing as well as the impact of the transaction on the consolidated statements of changes in convertible preferred stock and stockholders' deficit as of October 28, 2022.


	Common Shares				Additional
($ in thousands)	Shares		Amount		Paid-In Capital

SPAC financing		4,162,040	$	—	$	(921	)
Public warrants liability reclassified to equity		—		—		1,241
Private Placement warrants liability reclassified to equity		—		—		6,688
Transaction costs		—		—		(3,714	)
Reverse recapitalization on October 28, 2022		4,162,040	$	—	$	3,294

Consolidated Balance Sheets - USD ($)
$ in Thousands

Dec. 31, 2022

Dec. 31, 2021

Current assets

Cash

$ 47

$ 510

Other receivables

Prepaid expenses

2,977

Total current assets

3,036

601

Forward option-prepaid forward contracts, net

1,729

Other assets

Total assets

4,767

603

Current liabilities

Accounts payable

1,927

Accrued expenses

2,245

186

Notes payable

1,178

Convertible notes - related party, net of discount

2,378

Convertible notes derivative liability

471

Total current liabilities

5,350

3,120

Notes payable

7,652

Government loans

Convertible notes - related party, net of discount, net of current portion

181

Convertible notes derivative liability, net of current portion

Total liabilities

13,002

3,419

Commitments and contingencies (see Note 13)

Stockholders' deficit

Additional paid-in capital

^[1]

91,089

73,495

Accumulated deficit

^[1]

(99,325)

(76,312)

Total stockholders' deficit

^[1]

(8,235)

(2,816)

Total liabilities, convertible preferred stock and stockholders' deficit

4,767

603

Class A Common Stock [Member]

Stockholders' deficit

Class A common stock - $0.0001 par value per share; 100,000,000 shares authorized; 12,699,668 and 7,238,767 shares issued and outstanding at December 31, 2022 and 2021, respectively

^[1]

$ 1

[1]	Retroactively restated to give effect to the reverse recapitalization

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Basis of presentation

All significant intercompany transactions have been eliminated in consolidation.

Segment information

The Company operates in one operating segment and, accordingly, no segment disclosures have been presented herein.

Use of Estimates

Cash

The Company maintains its cash in commercial banks in the United States ("U.S.") which are insured by the Federal Deposit Insurance Corporation up to $250.

Concentrations of credit risk

Income taxes

Fair value measurements

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 forward option on prepaid forward contracts and the convertible notes derivative liability are classified as Level 3 in the fair value hierarchy.

The following table presents the changes in the forward option and the convertible notes derivative liability for the years ended December 31, 2022 and 2021 (in thousands):



	Forward Option			Convertible Notes
	On Prepaid			Derivative
Level 3 Rollforward	Forward Contracts			Liability
Balance December 31, 2020	$	—		$	—
Additions		—			(499	)
Changes in fair value		—			(27	)
Balance December 31, 2021		—			(526	)
Additions		11,940			(52	)
Sale of recycled shares		(41	)		—
Changes in fair value		(10,170	)		(602	)
Reclassified to additional paid-in capital		—			1,180
Balance December 31, 2022	$	1,729		$	—

The change in fair value of the derivative liabilities were recorded in change in fair value of convertible notes derivative liability in the consolidated statements of operations.

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.

Stock-based compensation

Research and development expenses

Emerging growth company status

Net loss per share attributable to common stockholders

Recently issued accounting standards not yet adopted

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Changes in Forward Option and Convertible Notes Derivative Liability

The following table presents the changes in the forward option and the convertible notes derivative liability for the years ended December 31, 2022 and 2021 (in thousands):



	Forward Option			Convertible Notes
	On Prepaid			Derivative
Level 3 Rollforward	Forward Contracts			Liability
Balance December 31, 2020	$	—		$	—
Additions		—			(499	)
Changes in fair value		—			(27	)
Balance December 31, 2021		—			(526	)
Additions		11,940			(52	)
Sale of recycled shares		(41	)		—
Changes in fair value		(10,170	)		(602	)
Reclassified to additional paid-in capital		—			1,180
Balance December 31, 2022	$	1,729		$	—

Convertible Preferred Stock, Common Stock And Preferred Stock

12 Months Ended

Dec. 31, 2022

Convertible Preferred Stock Common Stock and Preferred Stock [Abstract]

Convertible Preferred Stock, Common Stock and Preferred Stock

Note 11. Convertible Preferred Stock, Common Stock and Preferred Stock

During the years ended December 31, 2022 and 2021, SeaStar Medical, Inc. converted 194,494 and 12,226 shares of Series A-2 Preferred stock, respectively, to Series B Preferred stock. Immediately prior to the Business Combination, SeaStar Medical, Inc. converted 633,697 shares of Series B Preferred stock, 1,576,154 shares of Series A-1 Preferred stock and 577,791 shares of Series A-2 Preferred stock to 7,238,767 shares of common stock. Also, during the year ended December 31, 2022, SeaStar Medical, Inc. converted Convertible Notes with a principal amount of $4,636, a discount amount of $168 and accrued interest of $341 to 598,861 shares of common stock.

SeaStar Medical, Inc.’s convertible preferred stock was classified as temporary equity in the accompanying consolidated balance sheets given the voting interest held by convertible preferred stockholders which could cause certain events to occur that were outside of SeaStar Medical, Inc.’s control whereby SeaStar Medical, Inc. could have been obligated to redeem the convertible preferred stock. SeaStar Medical, Inc. did not adjust the carrying values of the convertible preferred stock to the respective liquidation preferences of such shares as the instruments were not yet redeemable, and SeaStar Medical, Inc. believed it was not probable that the instruments would become redeemable.

Subsequent to the Business Combination, the Company is authorized to issue 110,000,000 shares, consisting of (a) 100,000,000 shares of common stock and (b) 10,000,000 shares of preferred stock (the “Preferred Stock”).

Common stock

The charter of the Company (the "Charter") provides the following with respect to the rights, powers, preferences, and privileges of the common stock.

Voting power

Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of common stock possess all voting power for the election of the Company’s directors and all other matters requiring stockholder action. Holders of common stock are entitled to one voter per share on matters to be voted on by stockholders. The Charter does not provide for cumulative voting rights.

Dividends

Subject to the rights, if any, of the holders of any outstanding shares of preferred stock, under the Charter, holders of common stock will be entitled to receive such dividends, if any, as may be declared from time to time by the Board in its discretion out of funds legally available therefor.

Liquidation, dissolution and winding up

In the event of the Company’s voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, the holders of the common stock will be entitled to receive an equal amount per share of all of the

Company’s assets of whatever kind available for distribution to stockholders, after the rights of the holders of the Preferred Stock have been satisfied and after payment or provision for payment of the Company’s debts.

Preemptive or other rights

There are no preemptive rights or sinking fund provisions applicable to the shares of the Company’s common stock.

Preferred Stock

The Charter provides that shares of preferred stock may be issued from time to time in one or more series. Our Board is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional, or other special rights and any qualifications, limitations, and restrictions thereof, applicable to the shares of each series. We have no preferred stock outstanding at December 31, 2022.

Notes Payable - LMFAO Note Payable - Additional Information (Details) - USD ($) $ in Thousands			12 Months Ended
	Mar. 15, 2023	Oct. 28, 2022	Dec. 31, 2022	Jul. 29, 2022	Jul. 28, 2022
Notes Payable [Line Items]
Debt instrument, face amount			$ 63
Debt instrument, interest rate			3.75%
Note payable, balance due			$ 8,830
Subsequent Event [Member]
Notes Payable [Line Items]
Debt instrument, face amount	$ 3,261
LMFAO Note Payable [Member]
Notes Payable [Line Items]
Debt instrument, face amount		$ 2,785		$ 1,035	$ 1,750
Debt instrument, maturity date		Oct. 30, 2023
Percentage of the gross cash proceeds received from any future debt		20.00%
Limit of gross cash proceeds exempt from repayment		$ 500
Note payable, balance due			2,785
Interest expense			$ 35
LMFAO Note Payable [Member] \| Subsequent Event [Member]
Notes Payable [Line Items]
Debt instrument, maturity date	Jun. 15, 2024
LMFAO Note Payable [Member] \| Minimum [Member]
Notes Payable [Line Items]
Debt instrument, interest rate		15.00%
LMFAO Note Payable [Member] \| Maximum [Member]
Notes Payable [Line Items]
Debt instrument, interest rate		7.00%

Warrants - Schedule of Warrants Outstanding (Details) - USD ($)	Dec. 31, 2022	Oct. 28, 2022	Oct. 27, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Warrants outstanding	$ 16,857,714			$ 69,714
SeaStar Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding	69,714			69,714
Public Stockholders Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding	10,350,000		$ 10,350,000	0
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding	5,738,000	$ 6,688		0
PIPE Investor Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding	$ 700,000	$ 700,000		$ 0

Stock-Based Compensation Awards - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Apr. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense		$ 1,311	$ 14
Options granted			153,504
Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense		148	$ 14
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options available for future grant	255,000
Stock-based compensation expense		1,163	0
Unrecognized stock-based compensation cost		$ 1,353
Unrecognized stock-based compensation cost, recognition period		2 years 2 months 12 days
Vesting description		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
Weighted-average grant date fair value	$ 8.00	$ 8.00
Weighted-average grant date fair value additional RSU issued		$ 10.00
Granted		255,000
Restricted Stock Units (RSUs) [Member] \| LMAO [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Option to purchase common stock, par value		$ 0.0001
Stock-based compensation expense		$ 130
Unrecognized stock-based compensation cost		373
Restricted Stock Units (RSUs) [Member] \| Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting percentage	50.00%
Restricted Stock Units (RSUs) [Member] \| Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting percentage	50.00%
Restricted Stock Units (RSUs) [Member] \| Tranche Two [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	24 months
Restricted Stock Units (RSUs) [Member] \| Tranche Two [Member] \| Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	12 months
Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense		148	$ 14
Unrecognized stock-based compensation cost, options		$ 246
Unrecognized stock-based compensation cost, recognition period		3 years
Options exercised		0	0
Weighted-average grant date fair value			$ 0.40
Options granted		0
2019 Stock Incentive Plan [Member] \| Key Employees and Non-Employee Service Providers [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares reserved for issuance		547,717	547,717
Options expiration period		10 years
Options available for future grant			260,355
Vesting period		4 years
2019 Stock Incentive Plan [Member] \| Key Employees and Non-Employee Service Providers [Member] \| LMAO [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Option to purchase common stock, par value		$ 0.0001
Stock-based compensation expense		$ 134
Unrecognized stock-based compensation cost, options		$ 223
2022 Omnibus Incentive Plan [Member] \| Key Employees and Non-Employee Service Providers [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares reserved for issuance		1,270,000
Options expiration period		10 years
Options available for future grant		743,720
Vesting period		4 years

Net Loss Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

Note 15. 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 method required for participating securities as the convertible preferred stock is considered a participating security. The Company’s participating securities do not have contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders. As the Company has reported net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for those periods.

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:


	2022		2021
Public Stockholders' warrants		10,350,000		—
Private Placement warrants		5,738,000		—
PIPE Investor warrants		700,000		—
SeaStar warrants		69,714		69,714
Options to purchase common stock		244,792		345,773
Restricted stock units		298,389		—
Total		17,400,895		415,487

Net loss per share is calculated using the shares in connection with the Business Combination and related transactions, assuming the shares were outstanding since January 1, 2021. As the Business Combination and related transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issued in

connection with the Business Combination have been outstanding for the entire period presented.


Year Ended December 31:	2022			2021
Net loss	$	(23,013	)	$	(4,596	)
Weighted average shares outstanding - basic		8,211,256			7,238,767
Basic net loss per share	$	(2.80	)	$	(0.63	)
Weighted average shares outstanding - diluted		8,211,256			7,238,767
Diluted net loss per share	$	(2.80	)	$	(0.63	)

Business Combination and Recapitalization - Summary of Changes in Convertible Preferred Stock and Stockholders' Deficit (Details)
$ in Thousands

Oct. 28, 2022

USD ($)

$ 3,294

Common Shares [Member]

Reverse recapitalization on October 28, 2022, Shares | shares

4,162,040

^[1]

Common Shares [Member] | Class A Common Stock [Member]

SPAC financing, Shares | shares

4,162,040,000

SPAC financing

$ 0

Public Warrants Liability Reclassified To Equity

Private Placement Warrants Liability Reclassified To Equity

Transaction costs

$ 0

Reverse recapitalization on October 28, 2022, Shares | shares

4,162,040,000

Additional Paid In Capital [Member]

$ 0

Additional Paid In Capital [Member] | Class A Common Stock [Member]

3,294

Public Warrants Liability Reclassified To Equity

SPAC financing

(921)

1,241

Private Placement Warrants Liability Reclassified To Equity

6,688

Transaction costs

(3,714)