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Investments
9 Months Ended
Sep. 30, 2023
Investments [Abstract]  
Investments

Note 5. Investments

Marketable Securities

Our marketable equity securities are publicly traded stocks measured at fair value using quoted prices for identical assets in active markets and classified as Level 1 within the fair value hierarchy. Marketable equity securities as of September 30, 2023 and December 31, 2022 are as follows:

 

 

Cost

 

 

Cost of Shares Sold

 

 

Gross Unrealized Gain (Loss)

 

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Marketable equity securities, September 30, 2023

 

$

743,902

 

 

$

(552,244

)

 

$

6,436

 

 

$

198,094

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Marketable equity securities, December 31, 2022

 

$

2,976,933

 

 

$

(2,915,813

)

 

$

(56,830

)

 

$

4,290

 

 

During the three and nine months ended September 30, 2022, the Company sold nil and 8,759,094 shares, respectively, of Borqs shares for approximately nil and $2.3 million, respectively. The Company realized a net gain (loss) of approximately nil and ($350) thousand for the three and nine months ended September 30, 2022, respectively. The net gain (loss) is included within "Realized gain (loss) on securities" within the Consolidated Statements of Operations.

 

Short-term Investments – convertible debt securities

The Company entered into an agreement with BORQS Technologies Inc. (“Borqs”) (Nasdaq: BRQS) in February 2021 under which the Company agreed to purchase Senior Secured Convertible Promissory Notes (“Notes”) of Borqs up to an aggregate principal amount of $5 million. The Company’s purchase of the Notes was a part of a larger transaction in which an aggregate of $20 million in Notes were sold by Borqs in a private transaction to several institutional and individual investors, including the Company. The Notes became due in February 2023, had an annual interest rate of 8%, were convertible into ordinary shares of Borqs at a 10% discount from the market price, and had 90% warrant coverage (with the warrants exercisable at 110% of the conversion price). The Company received 2,922,078 warrants which had a nominal value on the grant date. One-third of the Notes ($1,666,667) were funded by the Company at the execution of definitive agreements for the transaction, and two-thirds of the Notes ($3,333,333) were purchased and funded upon the satisfaction of certain conditions, including effectiveness of a registration statement that was deemed effective on May 3, 2021.

The Company sold the remaining 4,895,894 shares during the first quarter of 2022 which resulted in a realized loss of $395 thousand which is reflected in ‘Realized gain on securities’ in the Consolidated Statements of Operations for the nine months ended September 30, 2022. The remaining principal amount of the Notes plus accrued interest through the date of conversion ($965,096) was converted into common shares of Borqs at a conversion price of $0.25 per share or 3,863,200 shares. A gain of approximately nil and $288 thousand was recognized on the conversion of the convertible debt to common shares and is included within “Realized gain on convertible debt securities” in the Consolidated Statements of Operations for the three and nine months ended September 30, 2022. Subsequent to the conversion, the 3,863,200 shares were sold which resulted in a realized gain of nil and $45 thousand which is included within "Realized gain on securities" in the Consolidated Statements of Operations for the three and nine months ended September 30, 2022.

 

September 30, 2023

 

 

December 31, 2022

 

 

September 30, 2022

 

 

 

 

 

 

 

 

 

 

 Convertible note

$

-

 

 

$

-

 

 

$

-

 

 End of period

$

-

 

 

$

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

September 30, 2023

 

 

 

 

 

September 30, 2022

 

 

 

 

 

 

 

 

 

 

 Beginning of year

$

-

 

 

 

 

 

$

539,351

 

 Accrued interest income on convertible debt security

 

-

 

 

 

 

 

 

17,753

 

 Convertible debt and interest converted into marketable shares

 

-

 

 

 

 

 

 

(844,882

)

 Realized gain on conversion into marketable shares

 

-

 

 

 

 

 

 

287,778

 

 End of period

$

-

 

 

 

 

 

$

-

 

Note receivable - LMFAO and SeaStar Medical

On February 1, 2022, LMAO issued an unsecured promissory note to LMFAO Sponsor LLC ("Sponsor"), pursuant to which LMAO may borrow up to an aggregate principal amount of $500,000 to be used for a portion of LMAO’s expenses. As of September 30, 2022, LMAO had drawn down $310,000 under the promissory note with LMFAO Sponsor LLC to pay for offering expenses. On July 28, 2022 (effective as of September 30, 2022), the aggregate principal limit was increased to $1,750,000. The loan was non-interest bearing, unsecured and due at the earlier of the 24-month anniversary of LMAO’s initial public offering or the closing of its initial business combination.

On April 21, 2022, LMAO entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among LMAO, LMF Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of LMAO (“Merger Sub”), and SeaStar Medical, Inc., a Delaware corporation (“SeaStar Medical”).

On July 29, 2022, LMAO issued a press release announcing that its board of directors elected to extend the date by which LMAO has to consummate a business combination from July 29, 2022 to October 29, 2022 (the “Extension”), as permitted under LMAO’s Amended and Restated Certificate of Incorporation. In connection with the Extension, LMFAO Sponsor deposited an aggregate of $1,035,000 (representing $0.10 per public share of LMAO) into LMAO’s trust account on July 29, 2022. This deposit was made in respect of a non-interest bearing loan to LMAO (the “Extension Loan”).

On October 28, 2022, LMAO through the Sponsor, consummated the previously announced business combination transaction (the “LMAO Business Combination”) contemplated by the Merger Agreement. Pursuant to the Merger Agreement, upon the closing of the LMAO Business Combination, SeaStar Medical was merged with and into Merger Sub, with SeaStar Medical continuing as the surviving entity in the merger as a wholly-owned subsidiary of LMAO and with LMAO subsequently changing its name in connection with the merger to SeaStar Medical Holding Corporation (“SMHC”).

In connection with the closing of the LMAO Business Combination, on October 28, 2022, Sponsor and SMHC amended, restated, and consolidated (i) the original Promissory Note, dated July 29, 2022, issued by LMAO to Sponsor in the principal amount of $1,035,000 and (ii) the original Amended and Restated Promissory Note, effective September 30, 2022, issued by LMAO to Sponsor in the principal amount of $1,750,000 (collectively, the “Original Sponsor Notes”), by entering into one consolidated amended and restated promissory note with an aggregate principal amount of $2,785,000 (the “Amended Sponsor Note”). During the three and nine months ended September 30, 2023, approximately nil and $1,104 thousand, respectively of repayments were received from Seastar under the Amended Sponsor Note. As of September 30, 2023 and December 31, 2022, there was $1.8 million and $2.8 million of principal, respectively and $53 thousand and $35 thousand of accrued interest, respectively, on the Amended Sponsor Note included in "Notes receivable from Seastar Medical Holding Corporation" on the consolidated balance sheets.

On September 9, 2022, the Company entered into a Credit Agreement with SeaStar Medical pursuant to which the Company agreed to make advances to SeaStar Medical of up to $700,000 for general corporate purposes at an interest rate equal to 15% per annum. All advances made to SeaStar Medical under the Credit Agreement ("Original LMFA Note) and accrued interest were due and payable to LMFA on the maturity date. The agreement was modified on October 28, 2022 to reduce the interest rate to 7% per annum and the maturity date of the loan to October 30, 2023 ("amended LMFA Note"). As of December 31, 2022, SeaStar Medical had borrowed $700,000 under the amended LMFA Note. During the three and nine months ended September 30, 2023, approximately nil and $273 thousand, respectively of repayments were received from Seastar for the Amended LMFA Note. As of September 30, 2023 and December 31, 2022, there was $453 thousand and $700 thousand of principal, respectively, and $14 thousand and $19 thousand of accrued interest, respectively, on the amended LMFA Note in "Notes receivable from Seastar Medical Holding Corporation" included in the consolidated balance sheets.

The Amended Sponsor Note and the Amended LMFA Note (collectively, the “Notes”) extended the maturity date of the Original Sponsor Notes and Original LMFA Note, respectively, from the closing date of the Business Combination to October 30, 2023, subject to mandatory prepayments equal to a specified percentage of funds raised by SMHC prior to maturity. The Notes both bear interest at a per annum rate equal to seven percent (7%), simple interest, and pursuant to Security Agreements entered into by the parties (the “Security Agreements”), are secured by all of the assets of SMHC and SeaStar Medical (excluding certain intellectual property rights). On March 15, 2023, the Company extended the due date of the notes to June 15, 2024 as part of an agreement to allow SeaStar Medical to incur certain debt to accelerate the partial repayment of part of this loan.

On November 2, 2022 the Company advanced $268 thousand to SeaStar Medical for working capital needs, which was repaid on January 18, 2023. As of September 30, 2023 and December 31, 2022 there was nil and $268 thousand of the advance included in "Notes receivable from Seastar Medical Holding Corporation (formerly LMAO)" on the consolidated balance sheets. As of September 30, 2023 and December 31, 2022 there was also approximately nil and $12 thousand in amounts payable from the Company to Seastar Medical included in "Due to related parties" on the consolidated balance sheets.

 

September 30, 2023

 

 

December 31, 2022

 

 

September 30, 2022

 

 

 

 

 

 

 

 

 

 

 Notes receivable from Seastar Medical Holding Corporation (formerly LMAO)

$

2,254,668

 

 

$

3,807,749

 

 

$

352,771

 

 End of period

$

2,254,668

 

 

$

3,807,749

 

 

$

352,771

 

 

 

 

 

 

 

 

 

 

September 30, 2023

 

 

 

 

 

September 30, 2022

 

 

 

 

 

 

 

 

 

 

 Beginning of year

$

3,807,749

 

 

 

 

 

$

-

 

 Investment (repayment) in Seastar Medical Holding Corporation notes receivable (formerly LMAO)

 

(1,661,727

)

 

 

 

 

 

350,000

 

 Accrued interest income

 

130,990

 

 

 

 

 

 

2,771

 

 Allowance for losses on Seastar Medical Holding Corporation notes receivable

 

(22,344

)

 

 

 

 

 

-

 

  End of period

$

2,254,668

 

 

 

 

 

$

352,771

 

Investment in Note Receivables are reported at fair value subject to allowances for losses under ASU 2016-13 Credit Losses (CECL). The Company recognized a $22 thousand allowance for losses for the three and nine months ended September 30, 2023.

Long-term Investments

Long-term investments held to maturity in debt securities consist of the following:

 

Symbiont.IO

The Company entered into a secured promissory note and loan agreement with Symbiont.IO, Inc. (“Symbiont”) on December 1, 2021 under which the Company loaned Symbiont an aggregate principal amount of $2 million. The outstanding principal amount under the note bears interest at a rate of 16% per annum. The outstanding principal, plus any accrued and unpaid interest, became due and payable on December 1, 2022 but was not paid. The Symbiont note was secured by a first priority perfected security interest in the assets of Symbiont.

Symbiont filed for bankruptcy on December 1, 2022. Symbiont agreed to assign a Chief Restructuring Officer on April 18, 2023 to facilitate the sale of all of its assets. On June 2, 2023, the Company acquired substantially all of the assets of Symbiont in a sale under Section 363 of the Bankruptcy Code and are recorded as intangible assets (see Footnote 11). A $1.1 million loss allowance was previously recorded against the Symbiont debt security for the year ended December 31, 2022 which was subsequently reversed upon the purchase of the Symbiont assets for total consideration of $2.8 million, which approximates the fair value of such assets. Refer to Note 11.

As of December 31, 2022, there was $347 thousand of accrued interest on the Symbiont security and $55 thousand of accrued reimbursement of legal fees incurred by the Company included in "Long-term investments - debt security".

 

September 30, 2023

 

 

December 31, 2022

 

 

September 30, 2022

 

 

 

 

 

 

 

 

 

 

 Symbiont.IO Note Receivable

$

-

 

 

$

1,350,000

 

 

$

2,266,521

 

 End of period

$

-

 

 

$

1,350,000

 

 

$

2,266,521

 

 

 

 

 

 

 

 

 

 

 

September 30, 2023

 

 

 

 

 

September 30, 2022

 

 

 

 

 

 

 

 

 

 

 Beginning of year

$

1,350,000

 

 

 

 

 

$

2,027,178

 

 Accrued interest income on debt securities

 

-

 

 

 

 

 

 

239,343

 

 Reclassification to intangible assets (Note 11)

 

(2,402,542

)

 

 

 

 

 

-

 

 Reversal of allowance for losses on debt security

 

1,052,542

 

 

 

 

 

 

-

 

  End of period

$

-

 

 

 

 

 

$

2,266,521

 

LMF Acquisition Opportunities Inc. and SeaStar Medical - Warrants

Pursuant to the Merger Agreement, the 5,738,000 private placement warrants of LMAO held by Sponsor automatically converted into 5,738,000 warrants of SMHC on a one-for-one basis at the time of the LMAO business combination and are subject to certain transfer restrictions (the "Private Placement Warrants").

The fair value of the Private Placement Warrants is classified as Level 3 in the fair value hierarchy as the calculation is dependent upon company specific adjustments to the observable trading price of SMHC (formerly LMAO) public warrants for lack of marketability. Subsequent changes in fair value will be recorded in the income statement during the period of the change.

During the three and nine months ended September 30, 2023 and 2022, our re-measurement resulted in an unrealized loss of $0.1 million and $0.4 million, respectively for 2023 and an unrealized loss of $0.2 million and $1.7 million, respectively for 2022 and is included within "Unrealized gain (loss) on investment and equity securities" within our Consolidated Statements of Operations.

 

Long-term investments for the SMHC (formerly LMAO) warrants consist of the following:

 

September 30, 2023

 

 

December 31, 2022

 

 

September 30, 2022

 

 

 

 

 

 

 

 

 

 

 Seastar Medical Holding Corporation (formerly LMAO) warrants

$

72,815

 

 

$

464,778

 

 

$

322,246

 

 End of period

$

72,815

 

 

$

464,778

 

 

$

322,246

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2023

 

 

 

 

 

September 30, 2022

 

 

 

 

 

 

 

 

 

 

 Beginning of year

$

464,778

 

 

 

 

 

$

1,973,413

 

 Unrealized loss on equity securities

 

(391,963

)

 

 

 

 

 

(1,651,167

)

 End of period

$

72,815

 

 

 

 

 

$

322,246

 

 

LMF Acquisition Opportunities Inc. and SeaStar Medical - Common Stock

Pursuant to the Merger Agreement, the 2,587,500 shares of Class B common stock of LMAO held by Sponsor automatically converted into 2,587,500 shares of LMAO’s Class A common stock on a one-for-one basis and the Class A Common Stock and Class B Common Stock of LMAO was reclassified as Common Stock of SMHC at the time of the LMAO business combination and are subject to certain transfer restrictions. As of September 30, 2023, Sponsor holds 2,587,500 shares, or approximately 20% of the total common shares of SMHC, along with 5,738,000 private placement warrants. Taking into consideration the approximately 30% minority interest in Sponsor, the percentage of ownership in the total common shares of SMHC that is attributable to the Company is approximately 14%.

Our investment in SMHC (formerly LMAO) common stock qualifies for equity-method accounting, for which we have elected the fair value option which requires the Company to remeasure our retained interest in SMHC (formerly LMAO) at fair value and include any resulting adjustments as part of a gain or loss on investment. Prior to the closing of the LMAO business combination, the calculation of fair value of our retained interest in LMAO included company-specific adjustments applied to the observable trading price of LMAO’s Class A common stock related risk of forfeiture should LMAO not consummate a business combination. Subsequent to the LMAO business combination, the fair value calculation related to our retained interest in SMHC is based upon the observable trading price of SMHC's Class A common stock.

As part of the merger, Sponsor agreed that it will not transfer its shares of SMHC common stock until the date that is the earlier of (1) the twelve month anniversary of the closing of the merger and (2) the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the close of the merger.

As a result of the remeasurement of our retained interest in SMHC (formerly LMAO), we recognized an unrealized loss on securities of $0.6 million and $9.9 million for the three and nine months ended September 30, 2023, respectively, and an unrealized loss on securities of nil and an unrealized gain of $12.7 million for three and nine months ended September 30, 2022, respectively, within our Consolidated Statements of Operations.

Long-term investments for the SMHC (formerly LMAO) common stock consist of the following:

 

September 30, 2023

 

 

December 31, 2022

 

 

September 30, 2022

 

 

 

 

 

 

 

 

 

 

 Seastar Medical Holding Corporation common stock

$

683,100

 

 

$

10,608,750

 

 

$

-

 

 Investment in unconsolidated affiliate

 

-

 

 

 

-

 

 

 

17,362,125

 

 End of period

$

683,100

 

 

$

10,608,750

 

 

$

17,362,125

 

 

 

 

 

 

 

 

 

 

 

September 30, 2023

 

 

 

 

 

September 30, 2022

 

 

 

 

 

 

 

 

 

 

 Beginning of year

$

10,608,750

 

 

 

 

 

$

4,676,130

 

 Unrealized gain (loss) on equity investment

 

(9,925,650

)

 

 

 

 

 

12,685,995

 

 End of period

$

683,100

 

 

 

 

 

$

17,362,125