UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39927 SEASTAR MEDICAL HOLDING CORPORATION (Exact name of Registrant as specified in its Charter) (State or other jurisdiction of ...

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the unaudited consolidated financial statements and management's discussion and analysis for SeaStar Medical Holding Corporation [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited consolidated financial statements for SeaStar Medical Holding Corporation, including the Balance Sheets, Statements of Operations, Statements of Changes in Stockholders' Deficit, and Statements of Cash Flows, along with their accompanying notes, for the periods ended March 31, 2023, and December 31, 2022 (or March 31, 2022 for operations and cash flows) These statements are prepared in conformity with U.S. GAAP and SEC interim reporting rules [Consolidated Balance Sheets (Unaudited)](index=3&type=section&id=Consolidated%20Balance%20Sheets%20(Unaudited)) This section presents the unaudited consolidated balance sheets, detailing assets, liabilities, and stockholders' deficit as of March 31, 2023, and December 31, 2022 Consolidated Balance Sheet Highlights (March 31, 2023 vs. December 31, 2022) | Metric (in thousands) | March 31, 2023 | December 31, 2022 | Change | | :-------------------- | :------------- | :---------------- | :----- | | Cash | $725 | $47 | +$678 | | Total current assets | $3,384 | $3,036 | +$348 | | Total assets | $3,386 | $4,767 | -$1,381 | | Total current liabilities | $8,036 | $5,350 | +$2,686 | | Total liabilities | $14,270 | $13,002 | +$1,268 | | Total stockholders' deficit | $(10,884) | $(8,235) | -$(2,649) | [Consolidated Statements of Operations (Unaudited)](index=4&type=section&id=Consolidated%20Statements%20of%20Operations%20(Unaudited)) This section presents the unaudited consolidated statements of operations, detailing revenues and expenses for the three months ended March 31, 2023 and 2022 Consolidated Statements of Operations Highlights (Three Months Ended March 31, 2023 vs. 2022) | Metric (in thousands) | 3 Months Ended Mar 31, 2023 | 3 Months Ended Mar 31, 2022 | Change ($) | Change (%) | | :-------------------- | :-------------------------- | :-------------------------- | :--------- | :--------- | | Research and development | $1,784 | $355 | +$1,429 | +403% | | General and administrative | $2,797 | $457 | +$2,340 | +512% | | Total operating expenses | $4,581 | $812 | +$3,769 | +464% | | Loss from operations | $(4,581) | $(812) | -$(3,769) | +464% | | Total other expense, net | $(681) | $(192) | -$(489) | +255% | | Net loss | $(5,262) | $(1,004) | -$(4,258) | +424% | | Net loss per share (basic & diluted) | $(0.40) | $(0.14) | -$(0.26) | +186% | [Consolidated Statements of Changes in Stockholders' Deficit (Unaudited)](index=5&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit%20(Unaudited)) This section presents the unaudited consolidated statements of changes in stockholders' deficit for the three months ended March 31, 2023 and 2022 Changes in Stockholders' Deficit Highlights (Three Months Ended March 31, 2023 vs. 2022) | Metric (in thousands) | March 31, 2023 | December 31, 2022 | March 31, 2022 | | :-------------------- | :------------- | :---------------- | :------------- | | Additional Paid-In Capital | $93,702 | $91,089 | $73,499 | | Accumulated Deficit | $(104,587) | $(99,325) | $(77,316) | | Total Stockholders' Deficit | $(10,884) | $(8,235) | $(3,816) | - The accumulated deficit increased from **$99.3 million** at December 31, 2022, to **$104.6 million** at March 31, 2023, primarily due to the net loss incurred during the period[15](index=15&type=chunk)[88](index=88&type=chunk) [Consolidated Statements of Cash Flows (Unaudited)](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited)) This section presents the unaudited consolidated statements of cash flows, detailing operating, investing, and financing activities for the three months ended March 31, 2023 and 2022 Consolidated Statements of Cash Flows Highlights (Three Months Ended March 31, 2023 vs. 2022) | Cash Flow Activity (in thousands) | 3 Months Ended Mar 31, 2023 | 3 Months Ended Mar 31, 2022 | Change ($) | | :-------------------------------- | :-------------------------- | :-------------------------- | :--------- | | Net cash used in operating activities | $(2,294) | $(587) | -$(1,707) |\n| Net cash provided by financing activities | $2,972 | $284 | +$2,688 |\n| Net increase (decrease) in cash | $678 | $(303) | +$981 |\n| Cash, end of period | $725 | $207 | +$518 | - The increase in cash used for operating activities by **$1.7 million** was primarily due to increased resources allocated to launching clinical trials[122](index=122&type=chunk) - Net cash provided by financing activities increased significantly due to proceeds from the issuance of convertible notes, new shares of common stock, and the sale of recycled shares, partially offset by payments of notes payable[123](index=123&type=chunk) [Notes to Unaudited Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) This section provides detailed explanatory notes accompanying the unaudited consolidated financial statements, offering context and additional information on accounting policies and transactions [Note 1. Description of Business](index=7&type=section&id=Note%201.%20Description%20of%20Business) This note describes SeaStar Medical's business, its medical device technology, and the going concern considerations due to accumulated losses - SeaStar Medical Holding Corporation is a pre-revenue medical technology company focused on research, development, and commercialization of a platform medical device technology (SCD) designed to modulate inflammation, primarily targeting acute kidney injuries[20](index=20&type=chunk)[21](index=21&type=chunk)[86](index=86&type=chunk)[87](index=87&type=chunk) - The company's accumulated deficit of **$104.6 million** and cash of **$725 thousand** as of March 31, 2023, raise substantial doubt about its ability to continue as a going concern for at least 12 months[27](index=27&type=chunk)[88](index=88&type=chunk)[110](index=110&type=chunk) - Future operations are expected to be financed through equity or debt sales, credit facilities, or strategic transactions, as adequate capital may not be available on acceptable terms[28](index=28&type=chunk)[92](index=92&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=8&type=section&id=Note%202.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the significant accounting policies and critical estimates used in preparing the financial statements, including fair value measurements - Significant estimates in financial statements include the valuation of forward option on prepaid forward contracts, derivative liability, warrants, convertible debt at fair value, and stock-based compensation expense[32](index=32&type=chunk)[125](index=125&type=chunk) - The company elected the fair value option (FVO) for its convertible notes due to operational efficiencies, with changes in fair value recognized in the consolidated statements of operations[35](index=35&type=chunk)[36](index=36&type=chunk) - The fair value of forward option on prepaid forward contracts, convertible notes, and warrants liability are classified as **Level 3** in the fair value hierarchy, indicating significant unobservable inputs[39](index=39&type=chunk) [Note 3. Forward Purchase Agreements](index=10&type=section&id=Note%203.%20Forward%20Purchase%20Agreements) This note details transactions related to forward purchase agreements, including recycled share sales and fair value remeasurements - During Q1 2023, **374,005 recycled shares** were sold by FPA Sellers for **$1.87 million**, resulting in a gain of **$1.31 million** on the sale[46](index=46&type=chunk) - A loss on remeasurement of **$1.65 million** was recorded for the change in fair value of forward option on prepaid forward contracts[46](index=46&type=chunk) - A Volume Weighted Average Price (VWAP) trigger event occurred in March 2023, allowing FPA Sellers to mature the agreements, though no maturity date has been specified as of the report issuance[47](index=47&type=chunk)[133](index=133&type=chunk) [Note 4. Accrued Expenses](index=10&type=section&id=Note%204.%20Accrued%20Expenses) This note provides a breakdown of accrued expenses, including commitment fees, bonuses, and research and development costs Accrued Expenses (in thousands) | Accrued Expense Category | March 31, 2023 | December 31, 2022 | | :----------------------- | :------------- | :---------------- | | Accrued commitment fee, equity line of credit | $0 | $1,500 | | Accrued bonus | $621 | $450 | | Accrued research and development | $212 | $18 | | Accrued settlement | $200 | $0 | | Accrued director remuneration | $157 | $61 | | Accrued legal | $137 | $80 | | Accrued extension consideration to notes payable holders | $100 | $0 | | Accrued interest | $33 | $112 | | Accrued other | $71 | $24 | | Total accrued expenses | $1,531 | $2,245 | [Note 5. Equity Line of Credit](index=10&type=section&id=Note%205.%20Equity%20Line%20of%20Credit) This note details transactions under the equity line of credit, including commitment fee payments and share sales - The company paid **$1.5 million** in previously accrued commitment fees during Q1 2023, with **$1.0 million** paid in common stock (**218,842 shares**) and **$0.5 million** in cash[49](index=49&type=chunk)[134](index=134&type=chunk) - **378,006 shares** of common stock were sold to Tumim Stone Capital LLC for **$1.11 million** as part of the equity line financing arrangement during Q1 2023[49](index=49&type=chunk)[134](index=134&type=chunk) - As of March 31, 2023, **$98.89 million** was available to draw under the equity line[49](index=49&type=chunk) [Note 6. Notes Payable](index=11&type=section&id=Note%206.%20Notes%20Payable) This note details the company's notes payable, including maturity extensions and new promissory notes Notes Payable Balances (in thousands) | Note Type | March 31, 2023 | December 31, 2022 | | :-------------------- | :------------- | :---------------- | | LMFA notes payable | $443 | $968 | | LMFAO note payable | $1,758 | $2,785 | | Maxim note payable | $3,640 | $4,167 | | Insurance financing | $493 | $910 | | Total notes payable (net of deferred financing costs) | $5,745 | $7,652 | - LMFA, LMFAO, and Maxim notes' maturity dates were extended to **June 15, 2024**, in March 2023, in exchange for a **$0.1 million** cash payment to noteholders upon receipt of proceeds from the second closing of the securities purchase agreement[51](index=51&type=chunk)[116](index=116&type=chunk) - A **$0.1 million** promissory note with LMFA, bearing **7.0% interest**, was entered into on March 13, 2023, and repaid on March 24, 2023[53](index=53&type=chunk)[117](index=117&type=chunk) [Note 7. Convertible Notes](index=12&type=section&id=Note%207.%20Convertible%20Notes) This note describes the issuance and fair value accounting of the First Convertible Note, including its terms and warrants - On March 15, 2023, the company issued the First Convertible Note to 3i LP with a principal amount of **$3.26 million**, convertible into **1,207,729 shares** at **$2.70/share**, and warrants for **328,352 shares**[60](index=60&type=chunk)[135](index=135&type=chunk) - The First Convertible Note was issued at an **8.0% discount**, bears **7.0% interest**, matures on **June 15, 2024**, and is carried at fair value on the balance sheet[60](index=60&type=chunk)[61](index=61&type=chunk)[135](index=135&type=chunk) - The fair value of the First Convertible Note was **$2.39 million** at March 31, 2023, resulting in a difference of **$0.86 million** from the unpaid principal balance[62](index=62&type=chunk) [Note 8. Warrants](index=13&type=section&id=Note%208.%20Warrants) This note details the issuance and fair value classification of Convertible Note Warrants and other outstanding warrants - **328,352 Convertible Note Warrants** were issued on March 15, 2023, with an exercise price of **$2.97 per share**, expiring in **five years**, and valued at **$0.5 million** at issuance[65](index=65&type=chunk)[136](index=136&type=chunk) - These warrants are classified as a liability and measured at fair value due to potential cash settlement under the exchange cap provision[66](index=66&type=chunk) Outstanding Warrants | Warrant Type | March 31, 2023 | December 31, 2022 | | :------------------------ | :------------- | :---------------- | | Public Stockholders' Warrants | 10,350,000 | 10,350,000 | | Private Placement Warrants | 5,738,000 | 5,738,000 | | PIPE Investor Warrants | 700,000 | 700,000 | | Convertible Note Warrants | 328,352 | — | | SeaStar Warrants | 69,714 | 69,714 | | Total | 17,186,066 | 16,857,714 | [Note 9. Common Stock](index=13&type=section&id=Note%209.%20Common%20Stock) This note details stock-based compensation expenses and changes in common stock Stock-Based Compensation Expense (in thousands) | Expense Category | 3 Months Ended Mar 31, 2023 | 3 Months Ended Mar 31, 2022 | | :------------------------ | :-------------------------- | :-------------------------- | | Research and development | $39 | $0 | | General and administrative | $466 | $4 | | Total | $505 | $4 | - Total stock-based compensation expense significantly increased from **$4 thousand** in Q1 2022 to **$505 thousand** in Q1 2023[68](index=68&type=chunk) [Note 10. Commitments and Contingencies](index=13&type=section&id=Note%2010.%20Commitments%20and%20Contingencies) This note outlines the company's contractual commitments, including licensing agreements and legal settlements - The company entered into an exclusive license and distribution agreement for its SCD in the U.S., receiving a **$0.1 million** upfront payment recorded as a liability, with potential milestone payments of **$0.45 million** for FDA approval and **$0.35 million** for initial sales[69](index=69&type=chunk) - A legal settlement of **$0.2 million** was accrued as of March 31, 2023, to be paid in **four $50 thousand installments**[72](index=72&type=chunk) [Note 11. Income Taxes](index=14&type=section&id=Note%2011.%20Income%20Taxes) This note discusses the company's income tax position, including the valuation allowance against deferred tax assets - The company has recorded a full valuation allowance against its net deferred tax assets due to uncertainty of future profitable operations and taxable income[73](index=73&type=chunk)[107](index=107&type=chunk) - No income tax provision or benefit was recorded for the three months ended March 31, 2023, or 2022[12](index=12&type=chunk)[102](index=102&type=chunk) [Note 12. Net Loss Per Share](index=14&type=section&id=Note%2012.%20Net%20Loss%20Per%20Share) This note details the calculation of basic and diluted net loss per share, including the impact of anti-dilutive securities Net Loss Per Share (Basic and Diluted) | Metric | 3 Months Ended Mar 31, 2023 | 3 Months Ended Mar 31, 2022 | | :------------------------ | :-------------------------- | :-------------------------- | | Net loss (in thousands) | $(5,262) | $(1,004) | | Weighted average shares outstanding | 13,025,852 | 7,238,767 | | Basic and diluted net loss per share | $(0.40) | $(0.14) | - Diluted net loss per share is the same as basic net loss per share for all periods presented due to the company reporting a net loss, making potentially dilutive securities anti-dilutive[74](index=74&type=chunk) - The calculation of weighted average shares outstanding for Q1 2022 has been retroactively restated to reflect the Business Combination as if it occurred at the beginning of the period[77](index=77&type=chunk) [Note 13. Subsequent Events](index=15&type=section&id=Note%2013.%20Subsequent%20Events) This note discloses significant events occurring after the balance sheet date, including convertible note payments and new issuances - On April 3, 2023, the company made the first principal payment of **$217 thousand** and interest payment of **$19 thousand** on the First Convertible Note[79](index=79&type=chunk) - In May 2023, 3i LP converted **$140 thousand** of principal and **$10 thousand** of interest from the First Convertible Note into **123,104 shares** of common stock[80](index=80&type=chunk) - On May 12, 2023, the company issued the Second Convertible Note with a principal amount of **$2.17 million** and warrants for **218,901 shares**, bearing **7.0% interest** and maturing **August 12, 2024**[81](index=81&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=16&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition, results of operations, liquidity, and capital resources, highlighting the pre-revenue stage, significant net losses, and the ongoing need for additional capital to fund its medical device development and commercialization efforts It also discusses the impact of the Business Combination and the company's going concern status [Overview](index=16&type=section&id=Overview) This overview introduces SeaStar Medical's business, its accumulated losses, and the going concern uncertainty - The company is a medical technology company developing the Selective Cytopheretic Device (SCD) to modulate hyperinflammation in acute organ injury indications, including kidneys and lungs, and aims to integrate it into existing CRRT systems[86](index=86&type=chunk)[87](index=87&type=chunk) - SeaStar Medical has incurred significant net losses since inception, with an accumulated deficit of **$104.6 million** as of March 31, 2023, and reported a net loss of **$5.3 million** for Q1 2023[88](index=88&type=chunk) - The company's recurring losses, working capital deficiency, and need for capital raise substantial doubt about its ability to continue as a going concern[91](index=91&type=chunk) [Key Components of Results of Operations](index=17&type=section&id=Key%20Components%20of%20Results%20of%20Operations) This section outlines the key drivers of the company's operating results, including revenue expectations and expense trends - The company is pre-revenue from commercialized products, with past revenue primarily from grants, and future revenue dependent on successful product development, regulatory approval, and potential licensing/collaboration agreements[94](index=94&type=chunk) - Research and development expenses are expected to increase significantly as the company advances its product development and clinical trials[95](index=95&type=chunk) - General and administrative expenses are expected to increase due to new hires, travel, a new ERP platform, branding, and professional fees for accounting and legal services[97](index=97&type=chunk) [Results of Operations](index=17&type=section&id=Results%20of%20Operations) This section analyzes the company's operating performance, focusing on changes in expenses and net loss for the period Operating Expenses Comparison (Three Months Ended March 31, 2023 vs. 2022) | Expense Category (in thousands) | 3 Months Ended Mar 31, 2023 | 3 Months Ended Mar 31, 2022 | Change ($) | Change (%) | | :------------------------------ | :-------------------------- | :-------------------------- | :--------- | :--------- | | Research and development | $1,784 | $355 | +$1,429 | +403% | | General and administrative | $2,797 | $457 | +$2,340 | +512% | | Total operating expenses | $4,581 | $812 | +$3,769 | +464% | - The **403% increase** in R&D expenses was driven by increases in clinical trial expenses (**$0.6 million**), external services (**$0.3 million**), and payroll/personnel expenses (**$0.5 million**)[103](index=103&type=chunk) - The **512% increase** in G&A expenses was primarily due to higher professional fees for SEC reporting (**$0.6 million**), payroll-related expenses (**$0.7 million**), insurance (**$0.4 million**), financial instrument expenses (**$0.1 million**), SEC reporting costs (**$0.2 million**), a legal settlement (**$0.2 million**), and marketing (**$0.1 million**)[104](index=104&type=chunk) - Net loss increased by **$4.3 million** to **$5.3 million** in Q1 2023, primarily due to increased operating expenses and a **$1.7 million** change in fair value of forward option-prepaid forward contracts, partially offset by a **$0.1 million** change in fair value of convertible notes and a **$1.3 million** gain on recycled share sales[108](index=108&type=chunk) [Liquidity and Capital Resources](index=19&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's financial liquidity, capital funding sources, and future funding requirements - The company's operations have been financed primarily through equity securities sales and convertible debt, with significant operating losses and negative cash flows since inception[109](index=109&type=chunk) - Existing cash of **$0.7 million** as of March 31, 2023, is insufficient to fund operations for at least 12 months, raising substantial doubt about the company's ability to continue as a going concern[110](index=110&type=chunk) - The company does not expect to rely on the cash exercise of warrants to fund operations in the near term, as the common stock trading price (**$1.86**) is significantly below the warrant exercise price (**$11.50**)[112](index=112&type=chunk) - Future funding requirements are substantial and depend on clinical trial progress, regulatory approvals, intellectual property costs, and public company operating expenses[118](index=118&type=chunk)[120](index=120&type=chunk) [Critical Accounting Policies and Estimates](index=22&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section highlights the critical accounting policies and significant estimates that impact the company's financial statements - Management's preparation of financial statements involves significant estimates, assumptions, and judgments, including the valuation of forward option on forward purchase agreements, derivative liability, warrants, convertible notes at fair value, and share-based compensation expense[124](index=124&type=chunk)[125](index=125&type=chunk) [Emerging Growth Company Status](index=22&type=section&id=Emerging%20Growth%20Company%20Status) This section explains the company's status as an Emerging Growth Company and its election to utilize certain JOBS Act exemptions - As an Emerging Growth Company (EGC), SeaStar Medical has elected to use the extended transition period for complying with new or revised accounting standards, delaying adoption until they apply to private companies[126](index=126&type=chunk) - The company intends to rely on other JOBS Act exemptions, including not providing an auditor's attestation report on internal controls, reduced compensation disclosure, and exemptions from mandatory audit firm rotation[127](index=127&type=chunk) [Contractual Obligations and Commitments](index=23&type=section&id=Contractual%20Obligations%20and%20Commitments) This section details the company's contractual obligations and commitments, including notes payable and convertible notes Contractual Obligations as of March 31, 2023 (in thousands) | Contractual Obligation | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | | :--------------------- | :------- | :--------------- | :-------- | :-------- | :---------------- | | LMFA note payable | $443 | $0 | $443 | $0 | $0 | | LMFAO note payable | $1,758 | $0 | $1,758 | $0 | $0 | | Maxim note payable | $3,640 | $0 | $3,640 | $0 | $0 | | First Convertible Note | $3,251 | $2,599 | $652 | $0 | $0 | | Insurance Financing | $493 | $493 | $0 | $0 | $0 | | Total | $9,585 | $3,092 | $6,493 | $0 | $0 | [Recent Developments](index=23&type=section&id=Recent%20Developments) This section summarizes recent significant events, including forward purchase agreement triggers and new convertible note issuances - A VWAP trigger event occurred in March 2023 for the Forward Purchase Agreements, allowing FPA Sellers to mature the agreements, but no maturity date has been specified[133](index=133&type=chunk) - The company paid **$1.5 million** in accrued commitment fees for its equity line of credit, with **$1.0 million** in stock and **$0.5 million** in cash, and sold **378,006 shares** for **$1.11 million** to Tumim[134](index=134&type=chunk) - On March 15, 2023, the company issued the first of four senior unsecured convertible notes to 3i LP, with a principal amount of **$3.26 million** and warrants, issued at an **8% discount** and bearing **7% interest**[135](index=135&type=chunk)[136](index=136&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=23&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, SeaStar Medical is not required to provide detailed quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[137](index=137&type=chunk) [Item 4. Controls and Procedures](index=24&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2023, due to identified material weaknesses in financial accounting and reporting controls, stemming partly from the recent Business Combination and the preliminary stage of developing an internal control framework - Disclosure controls and procedures were not effective as of March 31, 2023, due to material weaknesses in financial accounting and reporting controls[139](index=139&type=chunk)[143](index=143&type=chunk) - Material weaknesses identified relate to deficiencies in the design and operation of financial accounting and reporting controls, with plans to address additional headcount for complex accounting transactions[143](index=143&type=chunk) - No changes in internal control over financial reporting occurred during the three months ended March 31, 2023, that materially affected or are reasonably likely to materially affect internal control over financial reporting[144](index=144&type=chunk) [PART II. OTHER INFORMATION](index=25&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides additional information, including legal proceedings, risk factors, equity sales, and exhibits [Item 1. Legal Proceedings](index=25&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any legal proceedings that are expected to have a material adverse effect on its business, financial condition, or results of operations, though litigation can still have an adverse impact - No current legal proceedings are expected to have a material adverse effect on the company's business, financial condition, or results of operations[146](index=146&type=chunk) [Item 1A. Risk Factors](index=25&type=section&id=Item%201A.%20Risk%20Factors) This section updates previously disclosed risk factors, emphasizing the critical need for additional financing to fund product development and regulatory approval processes, the potential adverse effects of Forward Purchase Agreements, and the significant risks associated with obtaining FDA approval for its SCD product candidates - Failure to obtain additional financing could force delays, reductions, or elimination of product development programs, potentially leading to cessation of operations[148](index=148&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk) - The company faces risks related to Forward Purchase Agreements, including potential adverse effects on common stock price and the obligation to pay Maturity Consideration if a VWAP Trigger Event occurs and no agreement is reached with FPA Sellers[152](index=152&type=chunk)[153](index=153&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk) - There is no guarantee of FDA approval for the SCD product candidates, with current HDE application for pediatric AKI not approvable in its current form and risks associated with completing the adult AKI pivotal trial[156](index=156&type=chunk)[157](index=157&type=chunk)[158](index=158&type=chunk)[159](index=159&type=chunk)[160](index=160&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company entered into a Securities Purchase Agreement on March 15, 2023, to issue up to $9.8 million in senior unsecured convertible notes and warrants to an institutional investor (3i LP) in a series of closings, with the first tranche already issued Future closings are subject to conditions including SEC registration and stockholder approval - On March 15, 2023, the company issued the first tranche of senior unsecured convertible notes (principal amount **$3.26 million**) and warrants (**328,352 shares**) to 3i LP, with an **8% original issue discount** and **7% interest**, maturing **June 15, 2024**[161](index=161&type=chunk)[165](index=165&type=chunk) - Future tranches of convertible notes and warrants (up to **$9.8 million** total principal) are subject to conditions, including SEC registration statement effectiveness and stockholder approval for issuances exceeding **19.99%** of outstanding shares[162](index=162&type=chunk)[164](index=164&type=chunk) - The notes and warrants were issued to an accredited investor in reliance on Regulation D exemption and have not been registered under the Securities Act[168](index=168&type=chunk) [Item 3. Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to the company for the reporting period - Not Applicable[169](index=169&type=chunk) [Item 4. Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company for the reporting period - Not Applicable[169](index=169&type=chunk) [Item 5. Other Information](index=28&type=section&id=Item%205.%20Other%20Information) This item is not applicable to the company for the reporting period - Not Applicable[169](index=169&type=chunk) [Item 6. Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Form 10-Q, including forms of warrants, securities purchase agreements, registration rights agreements, convertible notes, and certifications from executive officers - Key exhibits include forms of Common Stock Purchase Warrant, Securities Purchase Agreement, Registration Rights Agreement, Senior Unsecured Convertible Note, and certifications from the Principal Executive Officer and Principal Financial Officer[171](index=171&type=chunk) [Signatures](index=30&type=section&id=Signatures) This section contains the required signatures of the company's authorized officers and directors, affirming the filing of the Form 10-Q [Signatures](index=30&type=section&id=Signatures) This section contains the required signatures of the company's authorized officers and directors, affirming the filing of the Form 10-Q - The report is signed by **Eric Schlorff (CEO)** and **Caryl Baron (Interim CFO)** on **May 15, 2023**, along with other directors[175](index=175&type=chunk)[179](index=179&type=chunk)

Financial Performance - As of December 31, 2022, the accumulated deficit was $99.3 million, up from $76.3 million in 2021, indicating significant ongoing losses [326][349]. - The net loss for the year ended December 31, 2022, was $23.0 million, a 401% increase from the net loss of $4.6 million in 2021 [348]. - Total operating expenses for 2022 were $11.6 million, a 161% increase from $4.4 million in 2021, driven by a 292% increase in general and administrative expenses [342][344]. - The company has incurred recurring significant losses, raising substantial doubt about its ability to continue as a going concern [412]. - The net loss for 2022 was $23,013,000, compared to a net loss of $4,596,000 in 2021, indicating a significant increase in losses [422]. Cash and Liquidity - The company had cash of $0.0 million as of December 31, 2022, down from $0.5 million in 2021, raising concerns about liquidity [327][350]. - The company’s cash, beginning of the period, was $510 thousand, which decreased to $47 thousand by the end of the period [422]. - The company’s liquidity is heavily dependent on raising additional capital, which may not be available on acceptable terms [430]. Revenue Generation - The company has not generated any revenue from commercialized products to date, relying primarily on government and other grants [332]. - The company has not yet commercialized its product and remains in the pre-revenue stage focused on product development [425]. Funding and Capital Structure - The company expects to finance operations through equity or debt sales, collaborations, and grants, but adequate capital may not be available when needed [331][350]. - The Company entered into a securities purchase agreement to issue up to $9.8 million in senior unsecured convertible notes and warrants, with the first note issued for $3.3 million [359]. - The Company entered into an equity line financing arrangement allowing the sale of up to $100 million worth of shares of Common Stock, with a commitment fee of $2.5 million [392]. - The Company has no committed external source of funds and may need to delay or cease research and development programs if additional capital is not raised [368]. Business Combination - The Business Combination on October 28, 2022, resulted in the combination of LMF Merger Sub, Inc. and SeaStar Medical, Inc., with LMAO renamed to SeaStar Medical Holding Corporation [382]. - The aggregate consideration payable to the stockholders of SeaStar Medical, Inc. at the Closing was $85.4 million, resulting in the issuance of 8,540,552 shares of Common Stock valued at $10.00 per share [383]. - The Business Combination was treated as a reverse recapitalization, with SeaStar Medical, Inc. being considered the acquired company for financial reporting purposes [459]. Shareholder Information - The Company has the ability to redeem Public Shareholders' Warrants at $0.01 per warrant if the common stock price exceeds $18.00 for 20 out of 30 trading days [508]. - The Company is authorized to issue up to 110,000,000 shares, including 100,000,000 shares of common stock and 10,000,000 shares of preferred stock [514]. - Holders of common stock are entitled to one vote per share, with no cumulative voting rights provided in the Charter [516]. Expenses and Obligations - Total contractual obligations amounted to $8.83 million, with $1.18 million due within one year and $7.65 million due in 1-3 years [385]. - Total accrued expenses as of December 31, 2022, amounted to $2,245, a significant increase from $186 in 2021 [476]. - The Company has recorded an accrued expense of $1.5 million for the remaining commitment fee related to the equity line financing as of December 31, 2022 [392]. Notes and Debt - The LMFA Note has a principal amount of $0.7 million with an interest rate of 7% per annum, and the maturity date was extended to June 15, 2024 [394]. - The Maxim Note has a principal amount of $4.2 million, with a maturity date extended to June 15, 2024, and an interest rate of 7% per annum [400]. - Total notes payable as of December 31, 2022, were $8,830, with significant components including LMFAO note payable of $2,785 and Maxim note payable of $4,167 [480]. Stock and Compensation - Stock-based compensation increased to $1,311 thousand in 2022 from $14 thousand in 2021, reflecting a significant rise in compensation expenses [422]. - The total number of warrants outstanding as of December 31, 2022, was 16,857,714, compared to 69,714 in 2021 [511].

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR Commission file number 001-39927 SEASTAR MEDICAL HOLDING CORPORATION (Exact name of Registrant as specified in its charter) Delaware ...

PART I. FINANCIAL INFORMATION This section provides the unaudited financial information, including statements and detailed notes, for LMF Acquisition Opportunities, Inc [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents LMF Acquisition Opportunities, Inc.'s unaudited financial statements and detailed notes [Balance Sheets](index=3&type=section&id=LMF%20Acquisition%20Opportunities%2C%20Inc.%20Balance%20Sheets) The Balance Sheets present the Company's assets, liabilities, and stockholders' deficit Balance Sheet Summary | ASSETS / LIABILITIES | June 30, 2022 (Unaudited) | December 31, 2021 | | :------------------- | :-------------------------- | :------------------ | | Cash | $79,023 | $51,567 | | Prepaid insurance and other fees | $34,906 | $286,237 | | Prepaid expenses | $188,947 | $14,817 | | Cash and marketable securities held in trust | $105,652,034 | $105,581,820 | | Total assets | $105,954,910 | $105,934,441 | | Accrued expenses | $1,037,428 | $376,702 | | Notes and advances payable - related parties | $911,940 | — | | Deferred underwriting commissions | $3,622,500 | $3,622,500 | | Warrant liability | $1,809,900 | $6,930,740 | | Total current liabilities | $7,381,768 | $10,929,942 | | Total liabilities | $7,381,768 | $10,929,942 | | Class A common stock subject to possible redemption | $105,570,000 | $105,570,000 | | Total stockholders' deficit | $(6,996,858) | $(10,565,501) | [Statements of Operations](index=4&type=section&id=LMF%20Acquisition%20Opportunities%2C%20Inc.%20Statements%20of%20Operations) The Statements of Operations detail the Company's revenues, expenses, and net income or loss Statements of Operations Summary | Expense/Income | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Formation and Administrative costs | $341,786 | $209,718 | $560,442 | $335,675 | | Merger costs | $1,061,968 | — | $1,061,968 | — | | Loss from operations | $(1,403,754) | $(209,718) | $(1,622,410) | $(335,675) | | Gain on warrant liability revaluation | $1,518,707 | $(1,772,980) | $5,120,840 | $57,680 | | Investment income earned on marketable securities held in Trust Account | $67,609 | — | $70,213 | $1,754 | | Net income (loss) | $182,562 | $(1,982,698) | $3,568,643 | $(276,241) | | Basic and diluted net income per share (Class A & B) | $0.01 | $(0.15) | $0.27 | $(0.02) | [Statements of Cash Flows](index=5&type=section&id=LMF%20Acquisition%20Opportunities%2C%20Inc.%20Statements%20of%20Cash%20Flows) The Statements of Cash Flows present cash inflows and outflows from operating, investing, and financing Statements of Cash Flows Summary | Cash Flow Activity | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :----------------- | :----------------------------- | :----------------------------- | | Net income | $3,568,643 | $(276,241) | | Net cash used in operating activities | $(884,484) | $(319,372) | | Net cash used in investing activities | — | $(105,573,716) | | Net cash provided by financing activities | $911,940 | $106,194,424 | | NET INCREASE IN CASH | $27,456 | $301,336 | | CASH - END OF PERIOD | $79,023 | $339,724 | [Statements of Stockholder's Deficit](index=6&type=section&id=LMF%20Acquisition%20Opportunities%2C%20Inc.%20Statements%20of%20Stockholder%27s%20Deficit) The Statements of Stockholder's Deficit track changes in equity, reflecting net income or loss - The total stockholders' deficit improved from **$(10.566 million)** as of December 31, 2021, to **$(6.997 million)** as of June 30, 2022, primarily due to net income of **$3.386 million** for the six months ended March 31, 2022, and **$183 thousand** for the three months ended June 30, 2022[19](index=19&type=chunk) [Notes to Unaudited Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Financial%20Statements) These notes provide essential details and explanations supporting the unaudited financial statements [NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS](index=7&type=section&id=NOTE%201.%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) This note details the Company's SPAC formation, IPO, Trust Account, and proposed merger - The Company consummated its IPO on January 28, 2021, selling **10,350,000** units at **$10.00** per unit, generating gross proceeds of **$103.5 million**[23](index=23&type=chunk) - Simultaneously, **5,738,000** Private Placement Warrants were sold to the Sponsor for **$5.738 million**[23](index=23&type=chunk) - A total of **$105.57 million** (**$10.20** per unit) from the IPO and private placement proceeds was placed in a Trust Account[24](index=24&type=chunk) - On April 21, 2022, the Company entered into a Merger Agreement with SeaStar Medical, Inc. for a proposed business combination[25](index=25&type=chunk) - The aggregate consideration for SeaStar Medical stockholders is **$85 million**, payable in the Company's common stock valued at **$10.00** per share[26](index=26&type=chunk) - The Company incurred **$1.1 million** in expenses related to the Proposed Business Combination during the three and six months ended June 30, 2022[30](index=30&type=chunk) - The Company elected to extend the time to complete a Business Combination by depositing **$1.035 million** into the Trust Account on July 29, 2022[30](index=30&type=chunk)[96](index=96&type=chunk) [NOTE 2. SIGNIFICANT ACCOUNTING POLICIES](index=9&type=section&id=NOTE%202.%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines significant accounting policies, including those for interim statements and derivative liabilities - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for new or revised financial accounting standards[34](index=34&type=chunk)[35](index=35&type=chunk) - Class A Ordinary Shares subject to possible redemption are classified as temporary equity at redemption value, outside of stockholders' equity[39](index=39&type=chunk) - Public Warrants and Private Placement Warrants are recognized as derivative liabilities at fair value and re-measured each reporting period, with changes recognized in the statement of operations[43](index=43&type=chunk) - Offering costs totaling **$6.212 million** were charged to stockholders' equity upon IPO completion[44](index=44&type=chunk) - The Company applies a three-tier fair value hierarchy (Level **1**, **2**, **3**) for financial instruments[45](index=45&type=chunk)[47](index=47&type=chunk) - A valuation allowance is established for deferred tax assets as recovery is not likely due to the Company being in a loss position[48](index=48&type=chunk) [NOTE 3. GOVERNMENT MONEY MARKET FUND HELD IN TRUST ACCOUNT](index=11&type=section&id=NOTE%203.%20GOVERNMENT%20MONEY%20MARKET%20FUND%20HELD%20IN%20TRUST%20ACCOUNT) This note details that **$105.65 million** of Trust Account assets were held in a treasury money market fund - As of June 30, 2022, approximately **$105.652 million** of assets in the Trust Account were held in a treasury money market fund[54](index=54&type=chunk) [NOTE 4. PREPAID EXPENSES](index=11&type=section&id=NOTE%204.%20PREPAID%20EXPENSES) This note reports **$189 thousand** in prepaid expenses, mainly for D&O insurance and professional services - Prepaid expenses totaled approximately **$189 thousand** as of June 30, 2022, mainly for D&O insurance and professional services[55](index=55&type=chunk) [NOTE 5. INITIAL PUBLIC OFFERING](index=11&type=section&id=NOTE%205.%20INITIAL%20PUBLIC%20OFFERING) This note details the IPO, including **10.35 million** units, warrant terms, and Trust Account proceeds - The IPO on January 28, 2021, sold **10,350,000** units at **$10.00** per unit, each including one Class A common stock and one warrant[56](index=56&type=chunk) - Warrants are exercisable at **$11.50** per share, becoming exercisable **30** days after business combination or **12** months from IPO, and expiring five years post-combination[56](index=56&type=chunk) - **$10.20** per unit from IPO proceeds was placed in the Trust Account, invested in U.S. government securities or money market funds[57](index=57&type=chunk) [NOTE 6. PRIVATE PLACEMENT](index=12&type=section&id=NOTE%206.%20PRIVATE%20PLACEMENT) This note describes the Sponsor's purchase of **5.738 million** Private Placement Warrants and their non-redeemable nature - The Sponsor purchased **5,738,000** Private Placement Warrants at **$1.00** each, totaling **$5.738 million**, concurrently with the IPO[58](index=58&type=chunk) - Private Placement Warrants are non-redeemable and exercisable on a cashless basis when held by the Sponsor or permitted transferees[59](index=59&type=chunk) - The Sponsor waived redemption rights for founder shares and public shares and liquidation rights from the Trust Account if a business combination is not completed[60](index=60&type=chunk) [NOTE 7. RELATED PARTY TRANSACTIONS](index=12&type=section&id=NOTE%207.%20RELATED%20PARTY%20TRANSACTIONS) This note details related party transactions, including Sponsor loans and founder share holdings - The Company issued an unsecured promissory note to the Sponsor on February 1, 2022, for working capital, amended on July 28, 2022, to increase the aggregate principal amount to **$1.75 million**[63](index=63&type=chunk)[95](index=95&type=chunk) - As of June 30, 2022, the Company had drawn down **$910 thousand** under the working capital promissory note[63](index=63&type=chunk) - On July 29, 2022, the Sponsor funded a **$1.035 million** Extension Loan into the Trust Account to extend the business combination period[64](index=64&type=chunk)[96](index=96&type=chunk) - The Sponsor holds **2,587,500** founder shares (Class B common stock), issued for **$25 thousand**[65](index=65&type=chunk) - Founder shares are subject to transfer restrictions until the earlier of one year after business combination or liquidation events, with an early release if Class A common stock price exceeds **$12.00** for **20** trading days within a **30**-day period commencing **150** days after the Business Combination[66](index=66&type=chunk) [NOTE 8. COMMITMENTS REGISTRATION RIGHTS](index=13&type=section&id=NOTE%208.%20COMMITMENTS%20REGISTRATION%20RIGHTS) This note outlines registration rights for founder shares and warrants, and Maxim Group LLC's compensation - Holders of founder shares, Private Placement Warrants, and underlying securities have registration rights, including up to three demand registrations and 'piggy-back' rights[67](index=67&type=chunk) - Maxim Group LLC was granted a right of first refusal for future public and private equity, convertible, and debt offerings for **18** months post-business combination, limited to three years from IPO effective date[69](index=69&type=chunk)[70](index=70&type=chunk) - Maxim Group LLC received **103,500** shares of Class A common stock as underwriters' compensation, valued at **$1 thousand**[71](index=71&type=chunk) - These shares are subject to a **180**-day lock-up period post-IPO effective date and Maxim waived redemption and liquidation rights[72](index=72&type=chunk)[73](index=73&type=chunk) [NOTE 9. DERIVATIVE LIABILITY](index=14&type=section&id=NOTE%209.%20DERIVATIVE%20LIABILITY) This note explains the classification of **16.088 million** warrants as derivative liabilities, resulting in revaluation gains - There are **16,088,000** warrants outstanding, each exercisable for one Class A common stock share at **$11.50**[75](index=75&type=chunk) - Warrants become exercisable **30** days after business combination or **12** months from IPO, expiring five years post-combination[76](index=76&type=chunk) - Warrants are classified as derivative liabilities due to provisions allowing potential changes to settlement amounts and a tender offer provision, failing the 'indexed to issuer's common stock' and 'classified in stockholders' equity' criteria under ASC **815-40**[80](index=80&type=chunk)[81](index=81&type=chunk)[82](index=82&type=chunk) Warrant Liability Breakdown | Warrant Type | As of June 30, 2022 | As of December 31, 2021 | | :--------------------- | :------------------ | :---------------------- | | Public Warrants | $1,164,375 | $4,450,500 | | Private Placement Warrants | $645,525 | $2,480,240 | | Total Warrant Liability | $1,809,900 | $6,930,740 | - The Company recognized a **$1.519 million** gain for the three months ended June 30, 2022, and a **$5.121 million** gain for the six months ended June 30, 2022, from warrant revaluation[84](index=84&type=chunk) [NOTE 10. FAIR VALUE MEASUREMENTS](index=16&type=section&id=NOTE%2010.%20FAIR%20VALUE%20MEASUREMENTS) This note details fair value measurements, classifying Trust Account securities as Level 1 and warrants as Level 3 - Fair value hierarchy: Level **1** (quoted prices in active markets), Level **2** (observable inputs other than Level **1**), Level **3** (unobservable inputs based on Company's assumptions)[91](index=91&type=chunk) Fair Value Measurements Hierarchy | Asset/Liability | Level | June 30, 2022 | December 31, 2021 | | :-------------------------- | :---- | :-------------- | :---------------- | | Government securities held in Trust Account | 1 | $105,652,034 | $105,581,820 | | Private Placement Warrants | 3 | $645,525 | $2,480,240 | | Public Warrants | 3 | $1,164,375 | $4,450,500 | - The fair value of warrant liabilities is classified within Level **3**, utilizing management judgment and pricing inputs from observable and unobservable markets[83](index=83&type=chunk) [NOTE 11. STOCKHOLDERS' EQUITY](index=16&type=section&id=NOTE%2011.%20STOCKHOLDERS%27%20EQUITY) This note outlines the Company's authorized and outstanding shares of Preferred, Class A, and Class B common stock - Authorized shares: **1,000,000** Preferred Stock (none issued), **100,000,000** Class A Common Stock (**103,500** issued and outstanding, excluding **10,350,000** subject to redemption), **20,000,000** Class B Common Stock (**2,587,500** issued and outstanding)[88](index=88&type=chunk)[89](index=89&type=chunk)[90](index=90&type=chunk) - Class B common stock automatically converts into Class A common stock on a one-for-one basis at the time of the Business Combination, subject to certain adjustments[93](index=93&type=chunk) - Holders of Class A and Class B common stock vote together as a single class, with each share entitling one vote[94](index=94&type=chunk) [NOTE 12. SUBSEQUENT EVENTS](index=17&type=section&id=NOTE%2012.%20SUBSEQUENT%20EVENTS) This note details subsequent events, including Working Capital Loan amendment and Extension Loan - On July 28, 2022, the Working Capital Loan with the Sponsor was amended, increasing loan availability from **$500 thousand** to **$1.75 million**[95](index=95&type=chunk) - On July 29, 2022, the Sponsor funded a **$1.035 million** Extension Loan into the Trust Account to extend the Business Combination timeline[96](index=96&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition, operational results, SPAC status, merger, performance, liquidity, and COVID-19 [Forward-Looking Statements](index=18&type=section&id=Forward-Looking%20Statements) This section highlights that the report contains forward-looking statements subject to risks and uncertainties - The report contains forward-looking statements regarding future expectations, beliefs, and strategies, which are subject to known and unknown risks and uncertainties[98](index=98&type=chunk)[99](index=99&type=chunk) [Overview](index=18&type=section&id=Overview) This overview introduces LMF Acquisition Opportunities, Inc. as a SPAC, detailing its IPO, Trust Account, and proposed merger - LMF Acquisition Opportunities, Inc. is a SPAC formed for a business combination, with no operating revenues generated to date[101](index=101&type=chunk)[103](index=103&type=chunk) - The Company completed its IPO on January 28, 2021, raising **$103.5 million**, and simultaneously sold **$5.738 million** in Private Placement Warrants[104](index=104&type=chunk)[105](index=105&type=chunk) - A total of **$105.57 million** from IPO and private placement proceeds was placed in a Trust Account[107](index=107&type=chunk) - On April 21, 2022, the Company entered into a Merger Agreement with SeaStar Medical, Inc. for a proposed business combination, with consideration of **$85 million** in common stock[108](index=108&type=chunk)[109](index=109&type=chunk) [Recent Developments](index=20&type=section&id=Recent%20Developments) This section outlines recent developments, including Working Capital Loan amendment and Sponsor's Extension Loan - The Working Capital Loan with the Sponsor was amended on July 28, 2022, increasing the loan availability to **$1.75 million** to fund business combination expenses[114](index=114&type=chunk) - On July 29, 2022, the Sponsor funded a **$1.035 million** Extension Loan into the Trust Account to extend the period for completing the Proposed Business Combination[115](index=115&type=chunk) [COVID-19 Update](index=20&type=section&id=COVID-19%20Update) This update discusses the potential adverse impact of COVID-19 on completing a business combination - The COVID-19 outbreak could materially and adversely affect the Company's ability to complete a business combination due to restrictions on travel, meetings with investors, and the availability of personnel and service providers[116](index=116&type=chunk) [Results of Operations for the Three Months Ended June 30, 2022](index=20&type=section&id=Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20June%2030%2C%202022) This section analyzes operational results for the three months ended June 30, 2022, focusing on expenses and net income/loss - No revenues were generated during the three months ended June 30, 2022[118](index=118&type=chunk) Three Months Ended June 30, 2022: Key Financial Metrics | Metric | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | | :-------------------------------- | :------------------------------- | :------------------------------- | | Total Expenses | $1,404 thousand | $210 thousand | | - Merger costs | $1,062 thousand | — | | - Formation and administrative costs | $342 thousand | $210 thousand | | Gain (Loss) on Revaluation of Warrants | $1.5 million (gain) | $(1.8) million (loss) | | Net Income (Loss) | $183 thousand (income) | $(1,983) thousand (loss) | - The Company did not incur any income tax expense due to being in a loss situation and recognizing a full taxation valuation allowance[121](index=121&type=chunk) [Results of Operations for the Six Months Ended June 30, 2022](index=21&type=section&id=Results%20of%20Operations%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202022) This section analyzes operational results for the six months ended June 30, 2022, detailing expenses and net income/loss - No revenues were generated during the six months ended June 30, 2022[124](index=124&type=chunk) Six Months Ended June 30, 2022: Key Financial Metrics | Metric | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Total Expenses | $1,622 thousand | $336 thousand | | - Merger expenses | $1,062 thousand | — | | - Formation and administrative expenses | $560 thousand | $336 thousand | | Gain on Revaluation of Warrants | $5.1 million (gain) | $58 thousand (gain) | | Net Income (Loss) | $3,569 thousand (income) | $(276) thousand (loss) | - The Company did not incur any income tax expense due to being in a loss situation and recognizing a full taxation valuation allowance[127](index=127&type=chunk) [Liquidity and Capital Resources](index=21&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the Company's liquidity and capital resources, including cash flows from operating, investing, and financing Liquidity and Capital Resources Summary | Metric | June 30, 2022 | June 30, 2021 | | :-------------------------- | :------------ | :------------ | | Cash | $79 thousand | $340 thousand | | Net cash used in operations | $(884) thousand | $(319) thousand | | Net cash used in investing activities | $0 | $(105.6) million | | Net cash provided by financing activities | $912 thousand | $106.2 million | - Net cash provided by financing activities for the six months ended June 30, 2022, was primarily from a **$910 thousand** net receipt under a related party loan[132](index=132&type=chunk) [Shareholders' Equity](index=22&type=section&id=Shareholders%27%20Equity) This section provides an overview of changes in shareholders' equity, including share and warrant issuances - During the six months ended June 30, 2021, the Company issued **10.3 million** units, **0.1 million** Class A shares to underwriters, **0.4 million** Class B shares, and **5.7 million** Private Placement Warrants[133](index=133&type=chunk) - There were no issuances of shares or warrants during the six months ended June 30, 2022[133](index=133&type=chunk) [Off-Balance Sheet Arrangements](index=22&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms that the Company does not have any off-balance sheet arrangements - The Company does not have any off-balance sheet arrangements[134](index=134&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=23&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, LMF Acquisition Opportunities, Inc. is exempt from market risk disclosures - The Company is not required to make disclosures about market risk as it is a smaller reporting company[135](index=135&type=chunk) [Item 4. Controls and Procedures](index=23&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective due to material weaknesses in warrant accounting and segregation of duties [Redeemable Equity Instruments](index=23&type=section&id=Redeemable%20Equity%20Instruments) This section explains the classification of redeemable Class A common stock outside of permanent equity - Class A common stock subject to redemption is classified outside of permanent equity due to redemption provisions not solely within the Company's control, as per ASC **480-10-S99**[136](index=136&type=chunk)[137](index=137&type=chunk) [Warrants as Derivative Liability](index=23&type=section&id=Warrants%20as%20Derivative%20Liability) This section details the reclassification of Public and Private Placement Warrants as derivative liabilities - The Company reclassified its Public and Private Placement Warrants as derivative liabilities due to provisions that prevent them from being indexed to the issuer's common stock or classified in stockholders' equity under ASC **815-40**[138](index=138&type=chunk)[139](index=139&type=chunk) - This reclassification was prompted by the SEC Staff Statement on Accounting and Reporting Considerations for Warrants Issued by SPACs (April **12**, **2021**) and resulted in a material weakness in internal control over financial reporting[140](index=140&type=chunk) - The improper accounting classification of warrants necessitated a restatement of previously issued financial statements[141](index=141&type=chunk) [Evaluation of disclosure controls and procedures](index=23&type=section&id=Evaluation%20of%20disclosure%20controls%20and%20procedures) This section reports management's conclusion that disclosure controls were not effective as of June 30, 2022 - As of June 30, 2022, the Company's disclosure controls and procedures were deemed not effective by Certifying Officers[143](index=143&type=chunk) - Material weaknesses identified include ineffective segregation of accounting duties due to small staff size and insufficient controls over accounting for complex financial instruments, specifically warrants[144](index=144&type=chunk) - Despite the material weaknesses, management believes the financial statements in this report fairly present the Company's financial position, results of operations, and cash flows[147](index=147&type=chunk) [Changes in internal control over financial reporting](index=24&type=section&id=Changes%20in%20internal%20control%20over%20financial%20reporting) This section states no material changes occurred in internal control over financial reporting during the quarter - There were no changes in internal control over financial reporting during the quarter ended June 30, 2022, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting[149](index=149&type=chunk) PART II. OTHER INFORMATION This section provides additional information, including legal proceedings, risk factors, and equity sales [Item 1. Legal Proceedings](index=25&type=section&id=Item%201.%20Legal%20Proceedings) The Company is not involved in material litigation, nor are any legal proceedings threatened against it - The Company is not a party to material litigation proceedings, nor are any threatened against it or its officers/directors[152](index=152&type=chunk) [Item 1A. Risk Factors](index=25&type=section&id=Item%201A.%20Risk%20Factors) New risk factors include proposed SEC rules on SPAC business combinations and material weaknesses in internal control - Proposed SEC rules regarding SPACs, if adopted, may increase costs and time for business combinations, potentially affecting the Company's ability to complete one[153](index=153&type=chunk) - Material weaknesses in internal control over financial reporting, specifically related to warrant accounting and segregation of duties, could lead to inaccurate financial reporting and loss of investor confidence[154](index=154&type=chunk)[155](index=155&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details unregistered sales of Class B common stock and private placement warrants, and the use of IPO proceeds - **2,156,250** shares of Class B common stock were issued to the Sponsor for **$25 thousand** on November **6**, **2020**, under Section **4(a)(2)** exemption[158](index=158&type=chunk) - **5,738,000** private placement warrants were sold to the Sponsor for **$5.738 million**, also under Section **4(a)(2)** exemption[160](index=160&type=chunk) - Following the IPO, **$105.57 million** was placed in a trust account, primarily for the initial business combination[161](index=161&type=chunk)[163](index=163&type=chunk) - Funds outside the trust account are used for identifying and evaluating target businesses, due diligence, and structuring a business combination[164](index=164&type=chunk) [Item 3. Defaults Upon Senior Securities](index=26&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities - No defaults upon senior securities were reported[167](index=167&type=chunk) [Item 4. Mine Safety Disclosures](index=26&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The Company has no mine safety disclosures to report - No mine safety disclosures were reported[167](index=167&type=chunk) [Item 5. Other Information](index=26&type=section&id=Item%205.%20Other%20Information) The Company has no other information to disclose under this item - No other information was reported[167](index=167&type=chunk) [Item 6. Exhibits](index=27&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the report, including the Merger Agreement and corporate governance documents - Key exhibits include the Agreement and Plan of Merger with SeaStar Medical, Amended and Restated Promissory Note with Sponsor, and various corporate governance documents and certifications[170](index=170&type=chunk) [SIGNATURES](index=28&type=section&id=SIGNATURES) This section contains the official signatures of the Company's certifying officers - The report was signed on August **16**, **2022**, by Bruce M. Rodgers, Chief Executive Officer and Chairman of the Board, and Richard Russell, Chief Financial Officer[173](index=173&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39927 | Title of each class: | Trading symbol | Name of each exchange on which registered | | --- | --- | --- | | Units, each co ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39927 LMF ACQUISITION OPPORTUNITIES INC. (Exact name of Registrant as specified in its Charter) Delaware 85-3681132 (State or other j ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 LMF ACQUISITION OPPORTUNITIES INC. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) 1200 West Platt Street Suite 100 ...

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This part contains the unaudited financial statements, management's discussion and analysis, and disclosures on market risk and controls [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited financial statements for the periods ended June 30, 2021, and December 31, 2020 [LMF Acquisition Opportunities, Inc. Balance Sheets](index=3&type=section&id=LMF%20Acquisition%20Opportunities%2C%20Inc.%20Balance%20Sheets) The balance sheets show total assets of $106.5 million and total liabilities of $11.9 million as of June 30, 2021 Balance Sheet Highlights (Unaudited) | Metric | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | Cash | $339,724 | $38,388 | | Cash & Marketable Securities in Trust | $105,575,470 | — | | Total Assets | $106,526,729 | $269,208 | | Total Liabilities | $11,873,788 | $249,444 | | Warrant Liability | $8,059,000 | — | | Class A Common Stock subject to redemption | $89,605,819 | — | | Total Stockholders' Equity | $5,047,122 | $19,764 | [LMF Acquisition Opportunities, Inc. Statement of Operations](index=4&type=section&id=LMF%20Acquisition%20Opportunities%2C%20Inc.%20Statement%20of%20Operations) The statement of operations details a net loss of $1.98 million for the three months ended June 30, 2021 Statement of Operations Highlights (Unaudited) | Metric | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Formation and Administrative costs | $209,718 | $335,675 | | Loss from operations | $(209,718) | $(335,675) | | Gain (loss) on warrant liability revaluation | $(1,772,980) | $57,680 | | Interest earned on marketable securities | — | $1,754 | | Net loss | $(1,982,698) | $(276,241) | | Basic and diluted net loss per share | $(0.15) | $(0.02) | [LMF Acquisition Opportunities, Inc. Statement of Cash Flows](index=5&type=section&id=LMF%20Acquisition%20Opportunities%2C%20Inc.%20Statement%20of%20Cash%20Flows) The statement of cash flows shows a net increase in cash of $301,336 for the six months ended June 30, 2021 Statement of Cash Flows Highlights (Unaudited) | Metric | Six Months Ended June 30, 2021 | | :--- | :--- | | Net cash used in operating activities | $(319,372) | | Net cash used in investing activities | $(105,573,716) | | Net cash provided by financing activities | $106,194,424 | | Net increase in cash | $301,336 | | Cash - End of Period | $339,724 | [LMF Acquisition Opportunities, Inc. Statement of Equity](index=6&type=section&id=LMF%20Acquisition%20Opportunities%2C%20Inc.%20Statement%20of%20Equity) The statement of equity reflects an increase in total equity to $5.0 million as of June 30, 2021 Statement of Changes in Stockholders' Equity Highlights (Unaudited) | Metric | Balance as of Dec 31, 2020 | Balance as of June 30, 2021 | | :--- | :--- | :--- | | Total Equity | $19,764 | $5,047,122 | | Redeemable Interest | $0 | $89,605,819 | | Class A Common Stock Shares | — | 1,581,637 | | Class B Common Stock Shares | 2,156,250 | 2,587,500 | | Additional Paid-in Capital | $24,785 | $5,328,182 | | Accumulated Deficit | $(5,236) | $(281,477) | [Notes to Unaudited Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Financial%20Statements) This section provides detailed disclosures on accounting policies, warrant reclassification, related party transactions, and equity structure - The Company is an **"emerging growth company"** and has elected not to opt out of the extended transition period for new or revised financial accounting standards, which may affect comparability with other public companies[31](index=31&type=chunk)[32](index=32&type=chunk) - The Company classifies **8,871,863 Class A common stock** subject to possible redemption as temporary equity at redemption value, outside of stockholders' equity[38](index=38&type=chunk) - Public Warrants and Private Placement Warrants are recognized as **derivative liabilities at fair value** and re-measured each reporting period, with changes recognized in operating results[39](index=39&type=chunk)[40](index=40&type=chunk) [Note 1 — Organization and Business Operations](index=7&type=section&id=Note%201%20%E2%80%94%20Organization%20and%20Business%20Operations) The company was formed to effect a business combination and completed its IPO in January 2021 - The Company was incorporated in Delaware to effect a business combination (merger, acquisition, etc) and had **not commenced operations** as of June 30, 2021[20](index=20&type=chunk)[21](index=21&type=chunk) - The IPO of **10,350,000 units** at $10.00 per unit generated **$103,500,000 gross proceeds** on January 28, 2021[22](index=22&type=chunk) - Simultaneously, **5,738,000 Private Placement Warrants** were sold to the Sponsor for **$5,738,000**[22](index=22&type=chunk) - **$105,570,000** from IPO and Private Placement Warrants proceeds were placed in a Trust Account, to be invested in U.S. government securities[23](index=23&type=chunk) [Note 2. Restatement of Previously Issued Financial Statement](index=7&type=section&id=Note%202.%20Restatement%20of%20Previously%20Issued%20Financial%20Statement) This note details the restatement of financial statements to reclassify warrants from equity to derivative liabilities - The Company restated its financial statements to reclassify Public and Private Placement Warrants from **equity to derivative liabilities**[24](index=24&type=chunk)[27](index=27&type=chunk) - This reclassification was due to provisions in the Warrant Agreement regarding potential changes to settlement amounts and a tender offer provision, which meant warrants were **not indexed to the issuer's common stock** under ASC 815-40[24](index=24&type=chunk)[25](index=25&type=chunk) - The change in accounting treatment **did not affect** previously reported operating expenses, cash flows, or cash[28](index=28&type=chunk) [Note 3 — Significant Accounting Policies](index=9&type=section&id=Note%203%20%E2%80%94%20Significant%20Accounting%20Policies) This note outlines the key accounting policies, including basis of presentation, use of estimates, and treatment of financial instruments [Basis of Presentation](index=9&type=section&id=Basis%20of%20Presentation) The financial statements are prepared in accordance with SEC rules for interim reporting - Unaudited condensed consolidated financial statements are prepared in accordance with SEC rules, with certain information **condensed or omitted** compared to annual statements[30](index=30&type=chunk) [Emerging Growth Company Status](index=9&type=section&id=Emerging%20Growth%20Company%20Status) The company qualifies as an emerging growth company, allowing for certain reporting exemptions - The Company qualifies as an **"emerging growth company"** under the JOBS Act, allowing it to take advantage of certain exemptions from reporting requirements[31](index=31&type=chunk) - The Company elected not to opt out of the **extended transition period** for new accounting standards, meaning it will adopt new standards at the same time as private companies[32](index=32&type=chunk) [Use of Estimates](index=10&type=section&id=Use%20of%20Estimates) Financial statement preparation requires management to make estimates and assumptions - Financial statement preparation requires management to make **estimates and assumptions** that affect reported asset and liability amounts and expense disclosures[34](index=34&type=chunk) [Cash and Cash Equivalents](index=10&type=section&id=Cash%20and%20Cash%20Equivalents) The company considers short-term investments with maturities of three months or less as cash equivalents - Short-term investments with original maturities of three months or less are considered cash equivalents; the Company had **no cash equivalents** as of June 30, 2021[35](index=35&type=chunk) [Cash and Marketable Securities Held in Trust Account](index=10&type=section&id=Cash%20and%20Marketable%20Securities%20Held%20in%20Trust%20Account) Assets in the Trust Account are held in U.S. Treasury Securities Money Market Funds - As of June 30, 2021, substantially all assets in the Trust Account were held in **U.S. Treasury Securities Money Market Funds**[36](index=36&type=chunk) [Concentration of Credit Risk](index=10&type=section&id=Concentration%20of%20Credit%20Risk) The company's cash account may exceed FDIC coverage, but management perceives no significant risk - The Company's cash account may exceed **FDIC coverage of $250,000**, but management believes there is no significant risk[37](index=37&type=chunk) [Common Stock Subject to Possible Redemption](index=10&type=section&id=Common%20Stock%20Subject%20to%20Possible%20Redemption) Class A common stock with redemption rights is classified as temporary equity - Class A common stock with redemption rights outside the Company's control are classified as **temporary equity** and presented at redemption value[38](index=38&type=chunk) - As of June 30, 2021, **8,871,863 Class A common shares** were subject to possible redemption[38](index=38&type=chunk) [Derivative Warrant Liabilities](index=10&type=section&id=Derivative%20Warrant%20Liabilities) Warrants are recognized as derivative liabilities and re-measured at fair value each reporting period - Public Warrants (10,350,000) and Private Placement Warrants (5,768,000) are recognized as **derivative liabilities** and re-measured at fair value each reporting period using a Monte Carlo simulation model[40](index=40&type=chunk) [Offering Costs](index=10&type=section&id=Offering%20Costs) Total offering costs of $6.2 million were charged to stockholders' equity upon IPO completion - Total offering costs of **$6,233,747** were charged to stockholders' equity upon IPO completion, including underwriting discounts, deferred fees, and other expenses[41](index=41&type=chunk) [Fair Value of Financial Instruments](index=10&type=section&id=Fair%20Value%20of%20Financial%20Instruments) Fair value is determined using a three-tier hierarchy based on the observability of inputs - Fair value is determined using a **three-tier hierarchy (Level 1, 2, 3)** based on the observability of inputs, prioritizing quoted prices in active markets[42](index=42&type=chunk)[51](index=51&type=chunk) [Income Taxes](index=11&type=section&id=Income%20Taxes) The company applies ASC Topic 740 for income taxes and establishes valuation allowances as needed - The Company applies ASC Topic 740 for income taxes, using an asset and liability approach and establishing **valuation allowances** when recovery of deferred tax assets is not likely[43](index=43&type=chunk)[45](index=45&type=chunk) - As of June 30, 2021, and December 31, 2020, **no assets or liabilities were recognized for uncertain tax positions**, and no significant change is expected in unrecognized tax benefits over the next twelve months[46](index=46&type=chunk)[48](index=48&type=chunk) [Recent Accounting Pronouncements](index=11&type=section&id=Recent%20Accounting%20Pronouncements) Management believes no recently issued accounting standards would materially affect the financial statements - Management believes no recently issued, but not yet effective, accounting standards would **materially affect** the Company's financial statements if currently adopted[49](index=49&type=chunk) [NOTE 4. GOVERNMENT MONEY MARKET FUND HELD IN TRUST ACCOUNT](index=11&type=section&id=NOTE%204.%20GOVERNMENT%20MONEY%20MARKET%20FUND%20HELD%20IN%20TRUST%20ACCOUNT) This note specifies that $105.6 million in the Trust Account is held in a treasury money market fund - As of June 30, 2021, **$105,575,470** of assets in the Trust Account were held in a treasury money market fund, measured at fair value with changes recognized in net income[50](index=50&type=chunk) [NOTE 5. PREPAID EXPENSES](index=11&type=section&id=NOTE%205.%20PREPAID%20EXPENSES) This note details the company's prepaid expenses, primarily for D&O insurance - As of June 30, 2021, the Company had approximately **$537,000 in prepaid expenses**, primarily for D&O insurance[51](index=51&type=chunk) [NOTE 6. INITIAL PUBLIC OFFERING](index=12&type=section&id=NOTE%206.%20INITIAL%20PUBLIC%20OFFERING) This note describes the terms of the company's IPO and the use of proceeds - On January 28, 2021, the Company sold **10,350,000 Units at $10.00 each**, with each unit comprising one Class A common stock share and one warrant[52](index=52&type=chunk) - Warrants are exercisable at **$11.50 per share**, becoming exercisable 30 days after business combination or 12 months from IPO closing, and expiring five years after business combination[52](index=52&type=chunk) - **$10.20 per Unit** from the IPO proceeds was placed in the Trust Account, to be released upon business combination, certain charter amendments, or redemption if no business combination within 18-21 months[53](index=53&type=chunk) [NOTE 7. PRIVATE PLACEMENT](index=12&type=section&id=NOTE%207.%20PRIVATE%20PLACEMENT) This note details the private placement of warrants to the company's Sponsor - The Company sold **5,738,000 Private Placement Warrants** to its Sponsor at $1.00 per warrant, generating **$5,738,000**, with proceeds added to the Trust Account[54](index=54&type=chunk) - Private Placement Warrants are **non-redeemable and exercisable on a cashless basis** as long as held by the Sponsor or permitted transferees, unlike public warrants[55](index=55&type=chunk) - The Sponsor **waived redemption rights** for founder and public shares and agreed to vote in favor of the initial Business Combination[56](index=56&type=chunk) [NOTE 8. RELATED PARTY TRANSACTIONS](index=12&type=section&id=NOTE%208.%20RELATED%20PARTY%20TRANSACTIONS) This note discloses transactions with related parties, including loans and founder shares - The Company issued **2,587,500 shares of Class B common stock** (founder shares) to the Sponsor for **$25,000**[61](index=61&type=chunk) - Founder shares are subject to transfer restrictions until one year after the business combination or earlier under certain conditions (e.g, Class A stock price reaching **$12.00 for 20 trading days** within 30-day period 150 days post-combination)[62](index=62&type=chunk) [Related Party Loans (initial)](index=12&type=section&id=Related%20Party%20Loans%20(initial)) The Sponsor provided an initial loan for IPO expenses, which has been repaid - The Company borrowed **$151,000** from the Sponsor via an unsecured promissory note for IPO expenses, which was repaid on January 28, 2021[57](index=57&type=chunk)[58](index=58&type=chunk) [Related Party Loans (working capital)](index=13&type=section&id=Related%20Party%20Loans%20(working%20capital)) The Sponsor may provide working capital loans convertible into warrants - The Sponsor or affiliates may provide **Working Capital Loans** for business combination transaction costs, convertible into private placement-equivalent warrants at **$1.00 per warrant**[59](index=59&type=chunk) [Related Party Extension Loans](index=13&type=section&id=Related%20Party%20Extension%20Loans) The Sponsor must deposit funds into the Trust Account to extend the business combination period - To extend the business combination period by three months (up to 21 months total), the Sponsor must deposit **$1,035,000 ($0.10 per share)** into the Trust Account as a non-interest bearing loan, repayable upon business combination[60](index=60&type=chunk) [Founder Shares](index=13&type=section&id=Founder%20Shares) The Sponsor received founder shares for an initial investment of $25,000 - The Sponsor received **2,156,250 Class B common stock shares for $25,000**, which increased to 2,587,500 shares after a stock dividend in January 2021[61](index=61&type=chunk) [NOTE 9. COMMITMENTS REGISTRATION RIGHTS](index=13&type=section&id=NOTE%209.%20COMMITMENTS%20REGISTRATION%20RIGHTS) This note outlines commitments related to registration rights, underwriter compensation, and potential risks - Maxim Group LLC was granted a **right of first refusal** to act as lead left book-running managing underwriter for future equity, convertible, and debt offerings for 18 months post-business combination[65](index=65&type=chunk)[66](index=66&type=chunk) - The Company issued **103,500 shares of Class A common stock** to Maxim and/or its designees, valued at $1,000, as underwriters' compensation, subject to lock-up and waiver of redemption rights[67](index=67&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk) [Registration Rights](index=13&type=section&id=Registration%20Rights) Holders of founder shares and private placement warrants have registration rights - Holders of founder shares, Private Placement Warrants, and underlying Class A common stock have registration rights, including up to **three demand registrations** and "piggy-back" rights[63](index=63&type=chunk) [Right of First Refusal](index=13&type=section&id=Right%20of%20First%20Refusal) Maxim Group LLC holds a right of first refusal for future offerings - Maxim Group LLC holds a **right of first refusal** for future public and private offerings, with specific economic percentages, for 18 months after the business combination, not exceeding three years from the IPO effective date[65](index=65&type=chunk)[66](index=66&type=chunk) [Representative's Common Stock](index=14&type=section&id=Representative's%20Common%20Stock) The underwriter received Class A common stock as part of its compensation - **103,500 Class A common stock shares** were issued to Maxim and/or its designees as underwriters' compensation, subject to an **180-day lock-up period** post-IPO effective date[67](index=67&type=chunk)[69](index=69&type=chunk) [Risks and Uncertainties](index=14&type=section&id=Risks%20and%20Uncertainties) The COVID-19 pandemic poses significant risks to completing a business combination - The **COVID-19 pandemic** poses significant risks, potentially affecting the Company's ability to complete a business combination due to potential travel restrictions, meeting limitations, and market downturns[70](index=70&type=chunk) [Note 10. Derivative Liability](index=14&type=section&id=Note%2010.%20Derivative%20Liability) This note explains the accounting treatment of warrants as derivative liabilities - As of June 30, 2021, there are **16,188,000 warrants outstanding**, each exercisable for one Class A common stock share at **$11.50**, subject to adjustment based on certain conditions related to future equity issuances and market value[71](index=71&type=chunk) - Warrants become exercisable on the later of 12 months from June 30, 2021, or **30 days post-Business Combination**, expiring five years after the Business Combination[72](index=72&type=chunk) - The Company may call warrants for redemption (excluding Private Placement Warrants) at **$0.01 per warrant** if Class A common stock price equals or exceeds **$18.00 for 20 trading days** within a 30-day period[74](index=74&type=chunk) [Warrants (general description)](index=14&type=section&id=Warrants%20(general%20description)) The terms of warrant exercise may be adjusted for certain corporate actions - The exercise price and number of shares issuable upon warrant exercise may be adjusted for stock dividends, extraordinary dividends, or corporate reorganizations, but **not for issuances below exercise prices**[75](index=75&type=chunk) [Warrants Classified as Derivative Liabilities](index=15&type=section&id=Warrants%20Classified%20as%20Derivative%20Liabilities) Warrants were reclassified as derivative liabilities due to specific provisions in the warrant agreement - Warrants were reclassified as derivative liabilities due to provisions allowing potential changes to settlement amounts and a tender offer clause, failing **ASC 815-40 criteria** for equity classification[76](index=76&type=chunk)[77](index=77&type=chunk)[78](index=78&type=chunk) - The Company recognized an approximately **$57,680 gain** on the revaluation of warrants as of June 30, 2021, and will continue to re-measure them at each reporting period[80](index=80&type=chunk) Warrant Fair Value (Unaudited) | Warrant Type | June 30, 2021 | January 28, 2021 | | :--- | :--- | :--- | | Public Warrants | $5,175,000 | $5,175,000 | | Private Placement Warrants | $2,884,000 | $2,941,680 | | **Total** | **$8,059,000** | **$8,116,680** | [NOTE 11. FAIR VALUE MEASUREMENTS](index=16&type=section&id=NOTE%2011.%20FAIR%20VALUE%20MEASUREMENTS) This note describes the framework for measuring fair value using a three-level hierarchy - The Company uses **ASC 820 guidance** for fair value measurements, maximizing observable inputs (Level 1, 2) and minimizing unobservable inputs (Level 3)[81](index=81&type=chunk)[82](index=82&type=chunk) Fair Value Hierarchy of Assets and Liabilities (Unaudited) | Item | Level | June 30, 2021 | January 28, 2021 | | :--- | :--- | :--- | :--- | | Securities held in Trust Account | 1 | $105,575,470 | $105,570,833 | | Private Placement Warrants | 3 | $2,884,000 | $2,249,520 | | Public Warrants | 3 | $5,175,000 | $4,036,500 | [Note 12. Stockholder's Equity](index=16&type=section&id=Note%2012.%20Stockholder's%20Equity) This note details the authorized and outstanding shares of preferred and common stock - Class B common stock will **automatically convert into Class A common stock** on a one-for-one basis at the time of the Business Combination, subject to certain adjustments to maintain 20% ownership for founder shares[89](index=89&type=chunk) - Holders of Class A and Class B common stock **vote together as a single class**, with each share entitling one vote[90](index=90&type=chunk) [Preferred Stock](index=16&type=section&id=Preferred%20Stock) The company is authorized to issue preferred stock, but none is outstanding - The Company is authorized to issue **1,000,000 shares of preferred stock** ($0.0001 par value), with no shares issued or outstanding as of June 30, 2021[84](index=84&type=chunk) [Class A Common Stock](index=16&type=section&id=Class%20A%20Common%20Stock) The company is authorized to issue 100 million shares of Class A common stock - The Company is authorized to issue **100,000,000 shares of Class A common stock** ($0.0001 par value); 10,453,000 shares were issued and outstanding (excluding 8,871,863 redeemable shares) as of June 30, 2021[85](index=85&type=chunk) [Class B Common Stock](index=16&type=section&id=Class%20B%20Common%20Stock) The company is authorized to issue 20 million shares of Class B common stock - The Company is authorized to issue **20,000,000 shares of Class B common stock** ($0.0001 par value); 2,587,500 shares were issued and outstanding as of June 30, 2021, held by the Sponsor[86](index=86&type=chunk) - Founder shares (Class B common stock) are subject to transfer restrictions until one year after the business combination or if Class A common stock reaches **$12.00 for 20 trading days** within a 30-day period commencing 150 days after the business combination[87](index=87&type=chunk)[88](index=88&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition, results of operations, and liquidity [Forward-Looking Statements](index=18&type=section&id=Forward-Looking%20Statements) The report contains forward-looking statements subject to risks and uncertainties - The report contains **forward-looking statements** regarding future expectations, beliefs, and strategies, which are subject to known and unknown risks and uncertainties[92](index=92&type=chunk)[93](index=93&type=chunk) - The Company assumes **no duty to update** or revise any forward-looking statements, except as required by law[94](index=94&type=chunk) [Overview](index=18&type=section&id=Overview) The company is a SPAC formed to effect a business combination and has not yet commenced operations - LMF Acquisition Opportunities, Inc is a **SPAC** formed to effect a business combination, with no specific target identified yet and no operations commenced as of June 30, 2021[95](index=95&type=chunk)[97](index=97&type=chunk) - The Company's IPO on January 28, 2021, generated **$103,500,000** from 10,350,000 units, and a concurrent private placement of 5,738,000 warrants generated **$5,738,000**[98](index=98&type=chunk)[99](index=99&type=chunk) - **$105,570,000** from the IPO and private placement was placed in a Trust Account, to be invested in U.S. government securities, and will not be released until a business combination or other specified events[101](index=101&type=chunk) [COVID-19 Update](index=19&type=section&id=COVID-19%20Update) The COVID-19 pandemic poses a risk to the company's ability to complete a business combination - The **COVID-19 pandemic** poses a risk to the Company's ability to complete a business combination due to potential travel restrictions, meeting limitations, and market disruptions[102](index=102&type=chunk) [Results of Operations for the Three Months Ended June 30, 2021](index=19&type=section&id=Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20June%2030%2C%202021) The company reported a net loss of $1.98 million for the three months ended June 30, 2021 - The Company had **no revenues** and incurred approximately **$210,000** in formation and administrative expenses during the three months ended June 30, 2021[104](index=104&type=chunk)[105](index=105&type=chunk) - A **$1.7 million loss** was recognized from the revaluation of warrants, contributing to a **net loss of $1.98 million** for the period[106](index=106&type=chunk)[108](index=108&type=chunk) [Revenues](index=19&type=section&id=Revenues) The company reported no revenues for the period - The Company reported **no revenues** for the three months ended June 30, 2021[104](index=104&type=chunk) [Expenses](index=19&type=section&id=Expenses) Formation and administrative costs were the primary expenses for the period - Formation and administrative costs amounted to approximately **$210,000** for the three months ended June 30, 2021[105](index=105&type=chunk) [Gain on Revaluation of Warrants](index=19&type=section&id=Gain%20on%20Revaluation%20of%20Warrants) The company recognized a $1.7 million loss from the revaluation of warrants - The Company recognized a **$1.7 million loss** from the revaluation of warrants for the three months ended June 30, 2021[106](index=106&type=chunk) [Income Tax Expense](index=19&type=section&id=Income%20Tax%20Expense) No income tax expense was incurred due to the company's loss position - **No income tax expense** was incurred due to the Company being in a loss position, with a full taxation valuation allowance recognized[107](index=107&type=chunk) [Net Loss](index=20&type=section&id=Net%20Loss) The net loss for the period was primarily due to the revaluation of warrants - The net loss for the three months ended June 30, 2021, was **$1.98 million**, primarily due to the revaluation of warrants[108](index=108&type=chunk) [Results of Operations for the Six Months Ended June 30, 2021](index=20&type=section&id=Results%20of%20Operations%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202021) The company reported a net loss of $0.3 million for the six months ended June 30, 2021 - The Company had **no revenues** and incurred approximately **$336,000** in formation and administrative expenses for the six months ended June 30, 2021[110](index=110&type=chunk) - A **$57,000 gain** was recognized from the revaluation of warrants, and **$1,700 in interest** was earned on marketable securities in the Trust Account[111](index=111&type=chunk)[112](index=112&type=chunk) - The net loss for the six months ended June 30, 2021, was **$0.3 million**, primarily influenced by warrant revaluation[114](index=114&type=chunk) [Revenues](index=20&type=section&id=Revenues) The company reported no revenues for the period - The Company reported **no revenues** for the six months ended June 30, 2021[110](index=110&type=chunk) [Expenses](index=20&type=section&id=Expenses) Formation and administrative costs were the primary expenses for the period - Formation and administrative costs totaled approximately **$336,000** for the six months ended June 30, 2021[110](index=110&type=chunk) [Gain on Revaluation of Warrants](index=20&type=section&id=Gain%20on%20Revaluation%20of%20Warrants) The company recognized a $57,000 gain from the revaluation of warrants - The Company recognized a **$57,000 gain** from the revaluation of warrants for the six months ended June 30, 2021[111](index=111&type=chunk) [Other Income](index=20&type=section&id=Other%20Income) The company earned interest on marketable securities in the Trust Account - Interest earned on marketable securities in the Trust Account amounted to **$1,700** for the six months ended June 30, 2021[112](index=112&type=chunk) [Income Tax Expense](index=20&type=section&id=Income%20Tax%20Expense) No income tax expense was incurred due to the company's loss position - **No income tax expense** was incurred due to the Company being in a loss position, with a full taxation valuation allowance recognized[113](index=113&type=chunk) [Net Loss](index=20&type=section&id=Net%20Loss) The net loss for the period was primarily due to the revaluation of warrants - The net loss for the six months ended June 30, 2021, was **$0.3 million**, primarily due to the revaluation of warrants[114](index=114&type=chunk) [Liquidity and Capital Resources](index=20&type=section&id=Liquidity%20and%20Capital%20Resources) This section details the company's cash position and sources and uses of cash - As of June 30, 2021, the Company had **$340,000 in cash** and cash equivalents[115](index=115&type=chunk) - Net cash used in operating activities was **$319,000**, while net cash used in investing activities was **$105.6 million** (investment in Trust Account)[116](index=116&type=chunk)[117](index=117&type=chunk) - Net cash provided by financing activities was **$106.2 million**, primarily from the IPO proceeds[118](index=118&type=chunk) [General](index=20&type=section&id=General) The company's cash and cash equivalents stood at $340,000 - The Company had **$340,000 in cash** and cash equivalents as of June 30, 2021[115](index=115&type=chunk) [Cash from Operations](index=20&type=section&id=Cash%20from%20Operations) Net cash used in operating activities was primarily for operating and formation costs - Net cash used in operating activities was **$319,000** for the six months ended June 30, 2021, mainly due to operating and formation costs[116](index=116&type=chunk) [Cash from Investing Activities](index=20&type=section&id=Cash%20from%20Investing%20Activities) Net cash used in investing activities was for investment in the Trust Account - Net cash used in investing activities was **$105.6 million** for the six months ended June 30, 2021, primarily for investment in the Trust Account[117](index=117&type=chunk) [Cash from Financing Activities](index=20&type=section&id=Cash%20from%20Financing%20Activities) Net cash provided by financing activities was largely from IPO proceeds - Net cash provided by financing activities was **$106.2 million** for the six months ended June 30, 2021, largely from IPO proceeds, offset by $611,000 in D&O insurance premiums[118](index=118&type=chunk) [Shareholders' Equity](index=20&type=section&id=Shareholders'%20Equity) The company issued units, Class B shares, and private placement warrants during the period - During the six months ended June 30, 2021, the Company issued **10.3 million units**, **0.4 million Class B shares**, and **5.7 million Private Placement Warrants**[119](index=119&type=chunk) - As of June 30, 2021, the Company owed **$143,000** for financed insurance premiums[120](index=120&type=chunk) [Off-Balance Sheet Arrangements](index=21&type=section&id=Off-Balance%20Sheet%20Arrangements) The company reported no off-balance sheet arrangements - The Company reported **no off-balance sheet arrangements**[121](index=121&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=22&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is exempt from providing these disclosures - The Company is **not required to make disclosures** under this item as it is a smaller reporting company[122](index=122&type=chunk) [Item 4. Controls and Procedures](index=22&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective due to material weaknesses - Management concluded that disclosure controls and procedures were **not effective** as of June 30, 2021[123](index=123&type=chunk) - Material weaknesses identified include **ineffective segregation of accounting duties** due to small staff size and failure to properly evaluate complex equity transactions, leading to improper warrant classification[124](index=124&type=chunk) - The improper warrant classification was identified after the SEC issued a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by SPACs on **April 12, 2021**[124](index=124&type=chunk) [Evaluation of disclosure controls and procedures.](index=22&type=section&id=Evaluation%20of%20disclosure%20controls%20and%20procedures.) The company's certifying officers concluded that disclosure controls were not effective - The Certifying Officers evaluated the effectiveness of disclosure controls and procedures as of June 30, 2021, and concluded they were **not effective**[123](index=123&type=chunk) - Despite material weaknesses, management believes the financial statements **fairly present** the Company's financial position, results of operations, and cash flows[125](index=125&type=chunk) [Changes in internal control over financial reporting.](index=22&type=section&id=Changes%20in%20internal%20control%20over%20financial%20reporting.) No material changes to internal controls were reported for the quarter - **No changes** in internal control over financial reporting occurred during the quarter ended June 30, 2021, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[127](index=127&type=chunk) [PART II. OTHER INFORMATION](index=23&type=section&id=PART%20II.%20OTHER%20INFORMATION) This part covers legal proceedings, risk factors, unregistered sales of securities, and other required information [Item 1. Legal Proceedings](index=23&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any material litigation - The Company is **not currently a party to material litigation proceedings**, nor is any material legal proceeding threatened against it or its officers or directors[130](index=130&type=chunk) [Item 1A. Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, highlighting material weaknesses in internal control and the impact of warrant accounting - **Material weaknesses** in internal control over financial reporting were identified, specifically related to warrant accounting and insufficient segregation of accounting duties[131](index=131&type=chunk) - These weaknesses led to a **material misstatement** of warrant liabilities and other equity accounts, resulting in a restatement of previously issued financial statements[131](index=131&type=chunk)[134](index=134&type=chunk) - The **SEC's guidance on SPAC warrant accounting** required the reclassification of warrants as liabilities, leading to unanticipated costs and diversion of management resources[134](index=134&type=chunk) - Accounting for warrants as liabilities, with fair value changes reported in earnings, may **adversely affect the market price** of common stock[136](index=136&type=chunk)[137](index=137&type=chunk) [Material weaknesses in internal control over financial reporting](index=23&type=section&id=Material%20weaknesses%20in%20internal%20control%20over%20financial%20reporting) The company identified material weaknesses related to warrant accounting and staff size - The Company identified **material weaknesses** in internal control over financial reporting, specifically regarding warrant accounting and the small size of its accounting staff, leading to ineffective controls as of June 30, 2021[131](index=131&type=chunk) - These weaknesses caused a **material misstatement** of warrant liabilities, Class A common stock subject to possible redemption, and other equity accounts, necessitating a restatement[131](index=131&type=chunk) [SEC guidance on warrant accounting](index=23&type=section&id=SEC%20guidance%20on%20warrant%20accounting) SEC guidance required the company to reclassify its warrants as liabilities - The SEC's Staff Statement on Accounting and Reporting Considerations for Warrants issued by SPACs (April 12, 2021) required the Company to **reclassify its warrants as liabilities** instead of equity[134](index=134&type=chunk) - This reclassification resulted in a **restatement of previously issued financial statements**, incurring unanticipated costs and diverting management resources[134](index=134&type=chunk) [Warrants accounted for as liabilities](index=23&type=section&id=Warrants%20accounted%20for%20as%20liabilities) Warrants are now accounted for as a liability at fair value - Following the restatement, warrants are accounted for as a **liability at fair value**, with changes in fair value reported in earnings each period[136](index=136&type=chunk)[137](index=137&type=chunk) - The impact of fair value changes on earnings may have an **adverse effect** on the market price of the Company's common stock[137](index=137&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=24&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the issuance of unregistered securities and the use of IPO proceeds - The Company issued **2,156,250 shares of Class B common stock** to its sponsor for **$25,000** on November 6, 2020, under Section 4(a)(2) exemption[139](index=139&type=chunk) - **5,738,000 private placement warrants** were sold to the sponsor for **$5,738,000**, also under Section 4(a)(2) exemption[141](index=141&type=chunk) - **$105,570,000** from the IPO and private placement was placed in a trust account, with transaction costs totaling **$6,233,747**[142](index=142&type=chunk)[143](index=143&type=chunk) - Funds in the trust account are primarily intended for the initial business combination, while funds outside the trust account are for identifying and evaluating target businesses and working capital[144](index=144&type=chunk)[145](index=145&type=chunk) [Sales of Unregistered Securities.](index=24&type=section&id=Sales%20of%20Unregistered%20Securities.) No unregistered sales of equity securities were reported for the period - **No unregistered sales** of equity securities were reported for the period[138](index=138&type=chunk) [Use of Proceeds.](index=24&type=section&id=Use%20of%20Proceeds.) The IPO generated gross proceeds of $103.5 million - Gross proceeds of **$103,500,000** were generated from the IPO of 10,350,000 units on January 28, 2021[140](index=140&type=chunk) - **$105,570,000** was placed in a trust account, and **$974,008** was held outside for offering costs and working capital[142](index=142&type=chunk)[143](index=143&type=chunk) - Funds in the trust account are primarily for the **initial business combination**, while funds outside are for identifying and evaluating target businesses, due diligence, and general corporate purposes[144](index=144&type=chunk)[145](index=145&type=chunk) [Repurchase of Securities.](index=24&type=section&id=Repurchase%20of%20Securities.) No repurchases of securities were reported - **No repurchases** of securities were reported[147](index=147&type=chunk) [Item 3. Defaults Upon Senior Securities](index=24&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - The Company reported **no defaults** upon senior securities[147](index=147&type=chunk) [Item 4. Mine Safety Disclosures](index=24&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reported no mine safety disclosures - The Company reported **no mine safety disclosures**[147](index=147&type=chunk) [Item 5. Other Information](index=24&type=section&id=Item%205.%20Other%20Information) The company reported no other information - The Company reported **no other information**[147](index=147&type=chunk) [Item 6. Exhibits](index=25&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the report - The report includes various exhibits such as the Amended and Restated Certificate of Incorporation, Bylaws, Rule 13a-14(a) Certifications, Written Statement of Officers, and Inline XBRL documents[148](index=148&type=chunk)[149](index=149&type=chunk) [SIGNATURES](index=26&type=section&id=SIGNATURES) The report is duly signed by the company's executive officers - The report is signed by **Bruce M. Rodgers, Chief Executive Officer and Chairman of the Board**, and **Richard Russell, Chief Financial Officer**, on August 16, 2021[151](index=151&type=chunk)[152](index=152&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) Commission file number 001-39927 LMF ACQUISITION OPPORTUNITIES INC. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) 1200 West Platt Street ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES E ...