SeaStar Medical Holding Corp

Note1. Description of Business

Organization and description of business

SeaStar Medical Holding Corporation, a Delaware corporation, and its wholly owned subsidiary, SeaStar Medical, Inc. (the “Predecessor”), are collectively referred to as the “Company”. The Predecessor was incorporated as a Delaware corporation in* June 2007,*and it is headquartered in Denver, Colorado. The Company is a commercial stage business and also focused on product development. The Company is principally engaged in the research, development, and commercialization of a platform medical device technology designed to modulate inflammation in various patient populations. The initial target of this technology is for the treatment of acute kidney injuries in pediatric patients.

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

Basis of Presentation

The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).

On* June 7, 2024,the Company effected a1*-for-25 reverse-stock split (the*“2024* Reverse Stock Split”) of its issued and outstanding shares of common stock, par value $0.0001 (the “common stock”). Following the effect of the2024 Reverse Stock Split, each 25 shares of the Company’s common stock that were issued and outstanding automatically converted intoone outstanding share of common stock.

On* January 5, 2026,the Company elected a1*-for-10 reverse-stock split (the*“2026* Reverse Stock Split,” together with the2024 Reverse Stock Split, the “Reverse Stock Splits”) of its issued and outstanding shares of common stock, par value $0.0001 (the “common stock”). Following the effect of the2026 Reverse Stock Split, each 10 shares of the Company’s common stock that were issued and outstanding automatically converted intoone outstanding share of common stock.

Combined, this had the effect of a1-for-250 reverse stock split. All stock options and warrants of the Company outstanding immediately prior to each of the Reverse Stock Splits were proportionally adjusted except for the Listed Warrants and the private placement warrants that were issued as part of the SPAC transaction that closed on* October 28, 2022,which total 16,788,000 outstanding warrants in the aggregate (the “Unadjusted Warrants”). The Unadjusted Warrants each retained an $11.50 exercise price and require the exercise of 250 warrants to purchaseone* share of common stock. Unless otherwise indicated, all other share and per share amounts in this annual report reflect the effect of the Reverse Stock Splits. The par value of the Company’s common stock remained unchanged at $0.0001 per share and the number of authorized shares of common stock remained the same after each of the Reverse Stock Splits.

Liquidity and going concern

As of* December 31, 2025*, the Company has an accumulated deficit of approximately $151.7 million and cash of approximately $12.0 million. The Company doesnot believe that its cash on hand will be sufficient to enable it to fund its operations, including clinical trial expenses and capital expenditure requirements for at least12 months from the issuance of these consolidated financial statements. The Company believes that these conditions raise substantial doubt about its ability to continue as a going concern.

The Company’s need for additional capital will depend in part on the scope and costs of its development activities. To date, the Company has generated approximately $1.2 million in revenue from the sales of QUELIMMUNE. Its ability to generate meaningful product revenue will depend on the successful launch of QUELIMMUNE and development and eventual commercialization of the adult SCD. Until such time, if ever, it expects to finance its operations through the sale of equity or debt securities, borrowing under credit facilities, or through potential collaborations, other strategic transactions or government and other grants. Adequate capital* may**not* be available to the Company when needed or on acceptable terms.

If the Company is unable to raise capital, it could be forced to delay, reduce, suspend, or cease its research and development programs or any future commercialization efforts, which would have a negative impact on its business, prospects, operating results and financial condition. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and donot include adjustments that might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.

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Risks and uncertainties

The Company is subject to risks common to early-stage companies in the medical technology industry including, butnot limited to, new medical and technological innovations, dependence on key personnel, protection of proprietary technology, and product liability. There can beno assurance that the Company’s products or services will be accepted in the marketplace, nor can there be any assurance that any future products or services can be developed or deployed at an acceptable cost and with appropriate performance characteristics, or that such products or services will be successfully marketed, if at all. These factors could have a materially adverse effect on the Company’s future financial results, financial position and cash flows.

Note2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the period. Significant estimates for the year ended* December 31, 2025,*include the (i) valuation of the liability classified warrants, (ii) unbilled clinical trial costs, and (iii) stock-based compensation expense. Although actual results could differ from those estimates, such estimates are developed based on the best information available to management and management’s best judgments at the time.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity ofthree months or less to be cash equivalents. The Company didnot have any cash equivalents as of* December 31, 2025and2024*.

Concentrations of credit risk

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. Periodically, the Company* may*maintain deposits in financial institutions in excess of government insured limits. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Accounts Receivable

The Company recognizes accounts receivables from sales to customers at the time revenue is recognized and a customer invoice is created. The need for a credit loss allowance is evaluated each reporting period based on the Company’s assessment of the credit worthiness of its customers or any other potential circumstances that could result in a credit loss. The Company initially estimates credit losses based on a portfolio-wide method using an aging schedule at the end of each reporting period. Any customer specific collections subsequent to the reporting period are then adjusted accordingly. As of* December 31, 2025and2024,* the Company had a current expected credit loss reserve of $3 thousand and $0, respectively.

Income taxes

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates expected to apply to taxable income in the periods in which such differences are expected to reverse. A valuation allowance is provided when the realization of net deferred tax assets isnot deemed more likely thannot.

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The Company complies with the provisions of Accounting Standards Codification (“ASC”)740, Income Taxes, which provides a comprehensive model for the recognition, measurement, and disclosure in consolidated financial statements of uncertain income tax positions that a company has taken or expects to take on a tax return. Under this guidance, a company can recognize the benefit of an income tax position only if it is more likely thannot (greater than50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position; otherwise,no benefit can be recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than50% likelihood of being realized upon ultimate settlement. Additionally, the Company accrues interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. Interest and penalties are classified as income tax expense in the consolidated financial statements.

Use of Derivative Instruments

The Company’s derivative instruments historically have consisted of financial instruments that arose as part of the Company’s ongoing efforts to raise capital to fund the Company’s operations. It is likely that ongoing efforts to raise capital in the future will result in additional derivative instruments to be issued as part of those efforts. The Company hasnot nor does it intend to utilize derivative instruments for risk management (i.e. hedging) or investing activities.

These derivative instruments have taken the form of warrants, convertible debt, and other financing arrangements such as a prepaid forward purchase option. The classification of these financial instruments as either a component of liabilities or equity is specific to the terms within each financial instrument agreement. and the application of U.S. GAAP. For those that are liability classified, the Company recognized changes in the fair value of each financial instruments as a “non-operating income / (expense)” component of the consolidated statement of operations and an adjustment to operating cash flows within the consolidated statement of cash flows each reporting period.

The issuance of each derivative instrument is reported as a proceed in the financing section to the consolidated statement of cash flows, while the ultimate settlement of each derivative instrument could be reported either as an adjustment to operating cash flows, paydown within financing cash flows, or a non-cash transaction depending on the settlement.

Fair value option of accounting

Generally, when financial instruments arefirst acquired that arenot required to be recorded at fair value per U.S. GAAP, ASC825, Financial Instruments allows an entity to elect the fair value option (“FVO”). The FVO* may*be elected on an instrument-by-instrument basis only at the time of acquisition and once elected is irrevocable. The FVO allows an entity to account for the entire financial instrument at fair value with subsequent changes in fair value recognized in earnings through the consolidated statements of operations at each reporting date. A financial instrument is generally eligible for the FVO if, amongst other factors,no part of the financial instrument is classified in stockholders’ equity.

Based on the eligibility assessment discussed above, the Company historically concluded that its previously held convertible notes were eligible for the FVO and accordingly elected the FVO for those debt instruments. This election was made because of operational efficiencies in valuing and reporting for these debt instruments at fair value in their entirety at each reporting date. The convertible notes contained certain embedded derivatives that otherwise would require bifurcation and separate accounting at fair value.

The convertible notes, inclusive of their respective accrued interest at the stated interest rates (collectively referred to as the “FVO debt instruments”) were initially recorded at fair value as liabilities on the consolidated balance sheets and subsequently re-measured at fair value at the end of each reporting period presented within the consolidated financial statements until they were settled in2024. The changes in fair value of the FVO debt instruments are recorded in changes in fair value of convertible notes, included as a component of other income (expense), net, in the consolidated statements of operations.

The Company didnot have any convertible notes outstanding during the year ended* December 31, 2025.*

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Fair value of financial instruments

The following provides a summary of those assets or liabilities for which the Company is required to measure at fair value either on a recurring basis, the valuation techniques and summary of inputs used to arrive at the measure of fair value. Changes in fair value of these assets or liabilities are recognized as a component of net income in the consolidated statements of operations. Changes in fair value of these assets or liabilities are considered unrealized gains or losses and therefore are classified as non-cash adjustments to reconcile net income to operating cash flows. Significant increases (decreases) in unobservable inputs used in fair value measurements could, in isolation, potentially result in a significantly lower or higher valuation for those assets or liabilities requiring recurring fair value measurements at each reporting date.

Liability Classified Warrants. The Company has entered into or assumed various financial instruments, in the form of warrant agreements, that require classification as liabilities. This classification requires that the Company measure the warrants at each fair value at the end of each quarterly and annual reporting period.

The Company uses a Black-Scholes option pricing model to fair value the warrants, using standard option pricing inputs such as the strike price of each warrant tranche, estimated volatility, time to maturity, and the risk-free interest rate. The risk-free interest rate is the U.S. Treasury rate at the date of issuance, and the time to maturity is based on the contractual life at the date of issuance, which isfive years. The change in fair value of the liability classified warrants each reporting period is recorded to the change in fair value of warrants liability in the consolidated statements of operations.

*Operating Current Assets and Current Liabilities.*The estimated fair value of cash, accounts receivables, prepaid expenses, accounts payable and accrued expenses approximate their fair value because of the short-term nature of these instruments.

Classification of Derivative Gains and Losses on the Consolidated Statement of Cash Flows.Changes in fair value related to the Company’s derivative financial instruments consisting of (i) liability classified warrants and (ii) convertible notes are classified in operating cash flows as adjustments to net income. During the year ended December 31, 2025,the only activity related to liability classified warrants, as the Company fully settled all outstanding convertible notes during the year ended December 31, 2024.

Revenue Recognition

Overall

Under ASC Topic606, the Company recognizes revenue when a customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of Topic606, the Company evaluates the following criteria: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) performance obligations are satisfied.

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At contract inception, once the contract is determined to be within the scope of ASC606, the Company assesses whether the goods or services promised within each contract are distinct and, therefore, represent a separate performance obligation. Goods and services that are determinednot to be distinct are combined with other promised goods and services until a distinct combined performance obligation is identified. The Company then allocates the transaction price to each performance obligation and recognizes the associated revenue when (or as) each performance obligation is satisfied. The estimate of the transaction price for each contract includes all variable consideration to which the Company expects to be entitled, subject to the constraint on variable consideration. The Company constrains revenue by giving consideration to factors that could otherwise lead to a probable reversal of revenue. Variable consideration isnot constrained if the potential reversal of cumulative revenue recognized at the contract level isnot significant.

The Company records any payments received from customers prior to the Company fulfilling its performance obligation(s) as contract obligations. Amounts expected to be recognized as revenue within theone year following the consolidated balance sheet date are classified as current contract obligations. Amountsnot expected to be recognized as revenue within theone year following the consolidated balance sheet date are classified as contract obligations, net of current portion. See Note3 – Revenues and Contract Obligations for further details.

Product Sales Revenue

The Company has sold and intends to continue to sell its products either through a combination of distributor(s) and/or directly to end-user qualified customers through the Company’s own internal commercial/sales resources. The acting distributor during the year ended* December 31, 2024subsequently resold and was to continue to resell the products to present and future customers, until such time the Company terminated its agreement with the distributor (see Note3*).

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The Company will continue to monitor all of the above as the Company continues to commercialize and increase its customer base, which could result with each distributor or end-user customer agreement resulting in its own unique terms and conditions, that will potentially impact the timing and amount of revenue recognition pursuant to U.S. GAAP.

Cost of Goods Sold

Prior to* July 2024,the Company manufactured/assembled QUELIMMUNE and adult SCDs only for research oriented and/or clinical trial related activities. Inventory purchased prior to July 2024was expensed as a period expense at the time of purchase as a research and development expense. Accordingly, all QUELIMMUNE units sold prior to thethree* months ended* June 30, 2025,hadno* recognized inventory value. During the year ended* December 31, 2025,*the Company recognized approximately $53 thousand for cost of goods sold.

The Company purchases supplies for the production of QUELIMMUNE and adult SCDs, some of which is used in the production of both. The Company's policy for the accounting for thesethree categories of inventory as follows:

Stock-based compensation* *

In accordance with ASC Topic718, Compensation–* Stock Compensation*, the Company recognizes compensation expense for all stock-based awards issued to employees based on the estimated grant-date fair value, which is recognized as expense on a graded vesting approach over the requisite service period. The Company has elected to recognize forfeitures as they occur. The fair value of stock options is determined using the Black-Scholes option-pricing model. The determination of fair value for stock options on the date of grant using an option-pricing model requires management to make certain assumptions including implied volatility, expected term, risk-free interest rate and expected dividends ($nil) in addition to the Company’s common stock valuation. The determination of fair value of restricted stock units is valued based on the value of the Company’s common stock on the grant date.

Research and development expenses

Expenditures made for research and development are charged to expense as incurred. External costs consist primarily of payments for laboratory supplies purchased in connection with the Company’s discovery and preclinical activities, and process development and clinical development activities. Internal costs consist primarily of employee-related costs, consultants fees and costs related to compliance with regulatory requirements.

The Company records expenses related to external research and development services based on services received and efforts expended pursuant to invoices and contracts with consultants that supply, conduct, and manage preclinical studies and clinical trials on its behalf.

Funded Research & Development Expense

During the year ended* December 31, 2025,the Company entered into an agreement to provide contract research services to an outside party, which involves a study of the Company's selective cytopheretic device relating to patients with severe, chronic heart failure. The Company is able to bill the outside party for a certain portion of the costs incurred to provide these services. The Company will own and is able to benefit from the knowledge gained from the results of this study. Accordingly, the Company will account for any funds paid by the outside party to the Company as a reimbursed expense, in accordance with ASC730*-20 as a funded research and development arrangement. Accordingly, any amounts incurred and billed will offset the Company's operating expenses categorized as research and development expense on the Company’s condensed consolidated statement of operations for the year ended* December 31, 2025.The reimbursed expenses for the year ended December 31, 2025,totaled approximately $0.4 million.No funded research and development agreement existed in2024.*

Emerging growth company status

The Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can take advantage of an extended transition period for complying with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (1)no longer an emerging growth company or (2) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act.

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Net loss per share attributable to common stockholders

The Company’s basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. The dilutive effect of these potential common shares is reflected in diluted earnings per share by application of the treasury stock method. See Note14 for disclosures on exclusion of certain instruments which would be anti-dilutive in circumstances where the Company is reporting a net loss for that earnings period. Basic and diluted net loss per share attributable to common stockholders is presented in conformity with thetwo-class method required for participating securities as certain outstanding warrants are considered participating securities. The Company’s participating securities donot have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders. As the Company has reported a net loss for the periods presented, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders for these periods. The significant increase in common stock outstanding is expected to impact the year-over-year comparability of the Company’s net loss per share calculations.

Recently adopted accounting standards

Accounting Standards Update2023*-09 — In December 2023,the FASB issued ASU2023*-09 Income Taxes (Topic740*) Improvements to Income Tax Disclosures*. ASU2023-09 enhances the transparency and decision usefulness of income tax disclosures. The amendments in this update are effective for public business entities for annual periods beginning after* December 15, 2024.Early adoption was permitted, but the Company electednot* to early adopt and adopted for the year ended* December 31, 2025.ASU2023*-09 requires the Company to consistently categorize and provide greater disaggregation of information in the rate reconciliation it must further disaggregate income taxes paid. However, as the Company is currently generating net operating losses, paysno federal and limited state taxes and doesnot operate in foreign jurisdictions, this doesnot have a significant impact to the Company's income tax disclosures (see Note13).

Recently issued accounting standardsnot yet adopted**

Accounting Standards Update2024*-03 — In November 2024,the FASB issued ASU2024*-03 -Income Statement - Reporting Comprehensive Income–* Expense Disaggregation (Subtopic220-40): Disaggregation of Income Statement Expenses*. ASU2024-03 requires the disclosure of additional information related to certain costs and expenses, including amounts of inventory purchases, employee compensation, and depreciation and amortization included in each income statement line item. The ASU is effective for annual periods beginning after* December 15, 2026,and interim periods beginning after December 15, 2027,*with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements and disclosures.

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Note3. Revenues and Contract Obligations

In* December 2022,*the Company entered into a License and Distribution Agreement (the “Distribution Agreement”) with Nuwellis, Inc. (“Nuwellis”) granting exclusive distribution rights of the Company’s pediatric SCD within the United States of America. Under the terms of the Distribution Agreement, Nuwellis would pay the Company consideration comprising both (i) a per unit sales price for each unit shipped and (ii) a royalty for all units sold to customers.

In addition, Nuwellis also agreed to pay (i) a $100 thousand upfront payment at contract inception (the “Up-front Payment”), and (ii)two contingent milestones payments consisting of (a) $450 thousand payment upon meeting the regulatory milestone of receiving HDE approval from the FDA (the “Regulatory Milestone Payment”), and (b) $300 thousand payment upon meeting a sales-based milestone (the “Sales Based Milestone Payment”).

The Company had the following performance obligations within the Distribution Agreement: (i) a material right to Nuwellis consisting of an exclusive option for Nuwellis to purchase additional pediatric SCDs during the term of the Distribution Agreement for a discounted price, (ii) to provide training to Nuwellis personnel and medical professionals at end-user customers of Nuwellis and (iii) upon each receipt of a valid Nuwellis purchase order, delivery of pediatric SCDs. The transaction price for the Nuwellis material right and training is comprised of the Upfront Payment, the Regulatory Milestone Payment and the Sales Based Milestone Payment. The transaction price for each pediatric SCD device sold was the actual price for each device and the estimated royalties to be received.

Prior to the Company’s termination of the Distribution Agreement discussed below, the Company received full consideration for the Up-front Payment and the Regulatory Milestone Payment for a total of $550 thousand, which had been recorded as contract liabilities and was to be recognized over the remaining term of the Distribution Agreement. However, the Company and Nuwellis entered into a confidential settlement agreement on* October 20, 2024 (the “Settlement Agreement”), in connection with the Company’s termination of the Distribution Agreement on August 18, 2024.Under the Settlement Agreement the Company agreed to refund Nuwellis the entire $550 thousand comprising of the Upfront Payment and Regulatory Milestone plus an additional $350 thousand for a total of $900 thousand, of which the $350 thousand was charged to general and administrative expense. The amounts were paid to Nuwellis inthree* installments during the quarter ended* December 31, 2024.*

As a result, the Company (i) was precluded from recognizing revenue of approximately $0.1 million for product shipments to Nuwellis during the year ended* December 31, 2024, (ii) was precluded from recognizing any revenues related to contract liabilities arising the Upfront Payment and Regulatory Milestone through December 31, 2024, (see below), and (iii) doesnot* anticipate there will be any future shipments of pediatric SCDs to Nuwellis going forward. Due to the termination of the Distribution Agreement and related Settlement Agreement, the Company didnot recognize any revenue from the Up-Front Payment or the Regulatory Milestone Payment as it refunded the payments to Nuwellis as part of the Settlement Agreement.

Since the termination of the Distribution Agreement, the Company developed its own commercial operations and sold approximately $1.2 million and $0.1 million to end-user customers during the years ended* December 31, 2025* and2024, respectively.

The following table summarizes the changes in the Company’s contract liability balance for the years ended* December 31, 2025and2024*:

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The Company hadno contract assets at the beginning or end of the fiscal years ended* December 31, 2025and2024*. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies.

Note4. Trade Accounts Receivable

The table below presents the opening and closing balances of accounts receivable, on a gross and net basis, with the total change in expected credit losses:

Note5. Accrued Expenses

Accrued expenses consisted of the following amounts as of* December 31, 2025and2024*:

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Note6. Notes Payable

Notes payable consisted of the following as of* December 31, 2025and2024,* respectively:

Insurance Financing

In* October 2025, the Company entered into a financing arrangement with a lender to finance a portion of the annual premium of an insurance policy in the amount of $0.7 million. Interest on the financing agreement was 7.940% per annum. The October 2025financing agreement is to be paid in10* monthly installments, with the final installment set for* August 2026.*

In* October 2024,the Company entered into a financing arrangement with a lender to finance a portion of the annual premium of an insurance policy in the amount of $0.7 million. Interest on the financing agreement was 8.440% per annum. The October 2024financing agreement was to be paid in10* monthly installments, but was paid in full in* June 2025.*

Note7. Equity Transactions

**** August 2025Offering**

On* August 1, 2025,the Company closed on a registered direct offering with certain institutional investors (the “August 2025Offering”), pursuant to which the Company sold and issued to the Purchasers, (i)496,055 shares of the Company’s common stock par value $0.0001 per share and (ii) in a concurrent private placement, warrants to purchase up to an aggregate of 496,055 shares of Common Stock (the “August 2025Common Warrants”) at an exercise price of $7.62 per share. The combined offering price for each share of common stock and accompanying August 2025Common Warrant was $8.87. The August 2025Common Warrants are exercisable upon issuance and will expire on August 12, 2030.*

The Company received aggregate gross proceeds from the* August 2025Offering of approximately $4.4 million before deducting fees of approximately $0.5 million in offering costs comprised of a cash fee of 7.00%, a management fee of 1.00%, legal fees and other fees. Also in connection with the August 2025Offering, the Company agreed to issue to the placement agent or its designees warrants (the “August 2025Placement Agent Warrants”) to purchase up to an aggregate of 34,724 shares of common stock. The August 2025Placement Agent Warrants have an exercise price of $11.08 per share (which represents 125% of the offering price per share of common stock and accompanying August 2025Common Warrant), are exercisable upon issuance and will expire on July 31, 2030.*

The* August 2025Common Warrants and August 2025Placement Agent Warrants collectively herein are referred to as the “August 2025Warrants”.No * August 2025Warrants have been exercised and all* August 2025Warrants remain outstanding as of December 31, 2025.*

In accordance with ASC815-40, Derivatives and Hedging-Contracts in Entity’s own Equity, the Company determined that all of the* August 2025Warrants issued in connection with the August 2025*Offering met the conditions for equity classification and were included as a component of stockholders’ equity/(deficit).

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**** July 2025Offering**

On* July 11, 2025,the Company closed on a registered direct offering with certain institutional investors (the “July 2025Offering”), pursuant to which the Company sold and issued to the Purchasers, (i)484,124 shares of the Company’s common stock par value $0.0001 per share and pre-funded warrants to purchase up to 40,124 shares of common stock (the “July 2025Pre-Funded Warrants”) at an exercise price of $0.01 per share (the July 2025Pre-Funded Warrants were fully exercised concurrent with the July 2025Offering), and (ii) in a concurrent private placement, warrants to purchase up to an aggregate of 524,247 shares of common stock (the “July 2025Common Warrants”) at an exercise price of $6.378 per share. The combined offering price for each share of common stock and accompanying July 2025Common Warrant was $7.63. The July 2025Common Warrants are exercisable upon issuance and will expire on August 12, 2030.*

The Company received aggregate gross proceeds from the* July 2025Offering of approximately $4.0 million before deducting fees paid of $0.4 million in offering costs comprised of a cash fee of 7.00%, a management fee of 1.00%, legal fees and other fees. Also in connection with the July**2025* Offering, the Company agreed to issue to the placement agent or its designees warrants (the* “July 2025Placement Agent Warrants”) to purchase up to an aggregate of 36,698 shares of common stock. The July 2025Placement Agent Warrants have an exercise price of $9.538 per share (which represents 125% of the offering price per share of common stock and accompanying July 2025Common Warrant), are exercisable upon issuance and will expire on July 10, 2030.*

The* July 2025Common Warrants and July 2025Placement Agent Warrants collectively herein are referred to as the “July 2025Warrants”.No * July 2025Warrants have been exercised and all* July 2025Warrants remain outstanding as of December 31, 2025.*

In accordance with ASC815-40, Derivatives and Hedging-Contracts in Entity’s own Equity, the Company determined that all of the warrants issued in connection with the* July 2025*Offering met the conditions for equity classification and were included as a component of stockholders’ equity/(deficit)

**** June 2025Offering**

In* June 2025,the Company did a best efforts public offering (the “June 2025Offering”) pursuant to which the Company issued an aggregate of (i)493,539 shares of the Company's common stock, (ii)121,847 pre-funded warrants to purchase up to 121,847 shares of common stock (the “June 2025Pre-Funded Warrants”) with an exercise price of $0.001, (iii)615,385 Series A warrants to purchase up to 615,385 shares of common stock with an exercise price of $6.50 (the “June**20205* Series A Warrants”), and (iv)615,385 Series B warrants to purchase up to 615,385 shares of common stock at an exercise price of $6.50 (the* “June 2025Series B Warrants”). All 121,847 * June 2025Pre-Funded Warrants were exercised as of* December 31, 2025.*

The Company received aggregate gross proceeds from the* June 2025Offering of approximately $4.0 million, before deducting approximately $0.5 million in offering costs comprised of cash fee of 7.00%, a management fee of 1.00%, legal fees and other fees. Also in connection with the June**2025* Offering, the Company agreed to issue to the placement agent or its designees warrants (the* “June 2025Placement Agent Warrants”) to purchase up to an aggregate of 43,077 shares of common stock. The June 2025Placement Agent Warrants have an exercise price of $8.13 per share (which represents 125% of the offering price per share of common stock and accompanying June 2025Series A and Series B Warrants), are exercisable upon issuance and will expire on June 20, 2030.No * June 2025Placement Warrants have been exercised and all June 2025Placement Warrants remain outstanding as of December 31, 2025.

The* June 2025Series A Warrants and June 2025Series B Warrants were immediately exercisable with the June 2025Series A warrants expiring on June 23, 2030and the June 2025Series B Warrants expiring on December 23, 2026.During the year ended December 31, 2025,40,770 and 238,462 Series A June 2025Warrants and Series B June 2025Warrants have been exercised, respectively and 574,616 and 376,924 Series A June 2025Warrants and Series B June 2025Warrants remain outstanding, respectively, as of December 31, 2025.*

In accordance with ASC815-40, Derivatives and Hedging-Contracts in Entity’s own Equity, the Company determined that all the different warrants issued or amended in connection with the* June 2025*Offering met the conditions for equity classification and were included as a component of stockholders’ equity/(deficit).

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**** February 2025Offering**

In* January 2025,the Company entered into a Securities Purchase Agreement with an institutional investor, pursuant to which the Company issued on February 3, 2025,to the investor, (i) in a registered direct offering,71,300 shares of the Company’s common stock, and pre-funded warrants to purchase 281,642 shares of common stock (the “February 2025Pre-Funded Warrants”) with an exercise price of $0.001 per share, and (ii) in a concurrent private placement, warrants (the "February 2025Common Warrants") to purchase 352,942 shares of common stock with an exercise price of $17.00 (the “February 2025*Offering”).

The Company received aggregate gross proceeds from the* February 2025Offering of approximately $6.0 million, before deducting approximately $0.5 million of fees and other estimated offering expenses payable by the Company. The February 2025Pre-Funded Warrants didnot* have a set expiration and were exercisable upon issuance and at any time until all of the* February 2025Pre-Funded Warrants were exercised in full. During the year ended December 31, 2025,a total of 281,642 * February 2025Pre-Funded Warrants were exercised, andno * February 2025*Pre-Funded Warrants remain outstanding.

The* February 2025Common Warrants became exercisable on March 28, 2025,the effective date of stockholder approval for the issuance of the shares of common stock issuable upon exercise of the warrants and expire on March 28, 2030.*

Prior to their exercise, the* February 2025*Pre-Funded Warrants had dividend participation rights, and any unexercised pre-funded warrants are included in the Company's weighted-average shares outstanding for calculation of the Company's net loss per share.

In connection with the* February**2025* Offering, the Company amended the exercise price of the* January 2024Series A and January 2024Series B Common Warrants (collectively the “January 2024Warrants”), issued in a previous financing transaction with the same institutional investor in January 2024,to $17.00 from the original exercise price of $207.60. Furthermore, the expiration date of all 65,046 * January 2024Warrants was extended to* January 30, 2029,upon stockholder approval on March 28, 2025.No * January 2024Warrants have been exercised and all January 2024Warrants remain outstanding as of December 31, 2025.

The Company issued 24,706 warrants to its placement agent (the* "February 2025PA Warrants") to purchase shares of the Company's common stock at an exercise price of $21.25. The February 2025PA Warrants were exercisable upon issuance and expire on January 30, 2029.The February 2025PA Warrants and February 2025Common Warrants are herein defined as the "February 2025Warrants".No * February 2025Warrants have been exercised and all* February 2025Warrants remain outstanding as of December 31, 2025.*

In accordance with ASC815-40, Derivatives and Hedging-Contracts in Entity’s own Equity, the Company determined that all the different warrants issued or amended in connection with the* February 2025*Offering met the conditions for equity classification and were included as a component of stockholders’ equity/(deficit).

At-The-Market Offering

On* August 20, 2024,the Company entered into an At-The-Market Offering Agreement (the “ATM Agreement”) with Wainwright as sales agent, to sell shares of its common stock, from time to time, through an “at the market offering” program under which Wainwright will act as sales agent. The sales, if any, of the Company’s Common Stock made under the ATM Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule415* promulgated under the Securities Act of1933, as amended (the “Securities Act”), including sales made directly on or through the Nasdaq Capital Market or on any other existing trading market for the Company’s common stock (the “ATM”).

Through* December 31, 2025,the Company has raised approximately $10.4 million, net of offering costs of $0.4 million utilizing the ATM since inception in August 2024,issuing approximately 1.1 million shares of the Company’s Common Stock. During the year ended December 31, 2025,*the Company raised approximately $5.9 million, net of offering costs of $0.2 million, issuing approximately 0.9 million shares of the Company's common stock.

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Standby Equity Purchase Agreement

On* April 25, 2025,the Company entered into a standby equity purchase agreement (“Common Stock Purchase Agreement”) and related registration rights agreement (the “Registration Rights Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), collectively the “SEPA”. Pursuant to the Common Stock Purchase Agreement, the Company has the right, butnot* the obligation, to direct Lincoln Park to purchase up to $15.0 million in aggregate gross purchase price of newly issued shares of Common Stock, subject to certain limitations and conditions as described below (the “SEPA Program”) at a purchase price equal to 97% of the lesser of (i) the lowest sale price of the common stock on the purchase date or (ii) average of thethree lowest closing sale prices of the common stock over the lastten business days prior to the purchase date.

The Company controls the timing and amount of any sales to Lincoln Park, which depend on a variety of factors including, among other things, market conditions, the trading price of the Company’s common stock, and determinations by the Company as to appropriate sources of funding for its business and operations. However, Lincoln Park’s obligation to purchase shares is subject to certain conditions, including the daily trading volume of the Company’s stock. In all instances, the Company* may**not* sell shares of Common Stock under the Purchase Agreement if it would result in Lincoln Park and its affiliate beneficially owning more than 9.99% of outstanding voting power or shares of the Common Stock at anyone point in time.

As part of the SEPA, the Company agreed to pay Lincoln Park 23,641 shares of the Company’s common stock, valued at approximately $0.3 million on the date of issuance,* April 25, 2025 (*the “Commitment Fee”).

The Company evaluated the contract that includes the right to require Lincoln Park to purchase shares of common stock in the future (“put right”) considering the guidance in ASC815-40, Derivatives and Hedging—* Contracts on an Entity*’s Own Equity and concluded that it is an equity-linked contract that doesnot qualify for equity classification, and therefore requires fair value accounting. The Company analyzed the terms of the freestanding put right and concluded that it has an immaterial value at the issuance date of* April 25, 2025,and as of December 31, 2025.*

Through* December 31, 2025,*the Company raised approximately $40 thousand and issued 8,000 shares of the Company's common stock.

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Note8. Warrants

The Company has the following warrants outstanding at* December 31, 2025and2024*:

The following tables provides the weighted average strike price and time to maturity for each warrant tranche as of* December 31, 2025and2024*:

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Below is the warrant activity for the year ended* December 31, 2025,for those warrants with activity during the year ended December 31, 2025.*

During the year ended* December 31, 2025,*the Company recognized an unrealized gain of $32 thousand from the change in fair value of all remaining liability classified warrants.

Note9. Common Stock and Preferred Stock

As of* December 31, 2025*, the Company is authorized to issue 460,000,000 shares, consisting of (a)450,000,000 shares of common stock and (b)10,000,000 shares of preferred stock (the “Preferred Stock”). On* December 18, 2025,the Company’s shareholders voted at a Special Meeting to reduce the authorized shares of common stock to 425,000,000. The change became effective on January 5, 2026.*

Common stock

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

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Voting power

Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of common stock possess all voting power for the election of the Company’s directors and all other matters requiring stockholder action. Holders of common stock are entitled toone voter per share on matters to be voted on by stockholders. The Charter doesnot provide for cumulative voting rights.

Dividends

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

Liquidation, dissolution and winding-up

In the event of the Company’s voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, the holders of the common stock will be entitled to receive an equal amount per share of all of the Company’s assets of whatever kind available for distribution to stockholders after the rights of the holders of the Preferred Stock have been satisfied and after payment or provision for payment of the Company’s debts.

Preemptive or other rights

There areno preemptive rights or sinking fund provisions applicable to the shares of the Company’s common stock.

Preferred stock

The Charter provides that shares of preferred stock* maybe issued from time to time inone* or more series. The Board of Directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional, or other special rights and any qualifications, limitations, and restrictions thereof, applicable to the shares of each series. The Company hasno preferred stock outstanding at* December 31, 2025* or2024.

Note10. Stock-Based Compensation Awards

The following table sets forth the total stock-based compensation cost included in the Company’s consolidated statements of operations for the years ended* December 31, 2025and2024*:

Equity incentive plan - summary

2022 Omnibus Incentive Plan

The Company’s Board of Directors adopted, and the shareholders approved the2022 Omnibus Incentive Plan to provide long-term incentive for its employees and non-employee service providers. The vesting of stock options is stated in each individual grant agreement, which is generally eitherone orfour years. Options granted expire 10 years after the date of grant.

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2019 Stock Incentive Plan

The Company’s Board of Directors adopted the2019 Stock Incentive Plan on* February 25, 2019,to provide long-term incentive for its employees and non-employee service providers. The Stock Incentive Plan was terminated on October 28, 2022,andno* further awards were granted under such plan.

Stock Options

Option activity for the year ended* December 31, 2025*, is as follows:

2022 Omnibus Incentive Plan - Options

2019 Stock Incentive Plan - Options

Restricted Stock Units

A summary of the Company’s restricted stock unit (“RSU”) activity for the year ended* December 31, 2025*, is as follows:

2022 Omnibus Incentive Plan - RSUs

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2019 Stock Incentive Plan - RSUs

Note11. Commitments and Contingencies

Lease agreements

The Company is part of a membership agreement for shared office space and can cancel at any time, consisting of office space and dedicated space for warehousing and assembly of SCDs. Rent expense was approximately $75 thousand and $43 thousand for the years ended* December 31, 2025and2024*, respectively.

Litigation

On* July 5, 2024,Forrest A K Wells, a purported stockholder of ours, filed a putative class action complaint in the United States District Court for the District of Colorado, captioned Wells v. SeaStar Medical Holding Corporation, et al., CaseNo.* 1:24-cv-0187 (the “Class Action”). The Class Action alleges that the Company, our Chief Executive Officer, and former Chief Financial Officer made or caused to be made material misstatements or omissions regarding: (a) the projected timing for obtaining FDA approval of our SCD; and (b) our recognition of certain financial instruments, allegedly culminating in our restatement of our consolidated financial statements, disclosed in a Form8-K and filed on* March 27, 2024.The Class Action asserts claims pursuant to the Securities Exchange Act of1934,* including Section10(b), Rule10b-5 promulgated thereunder, and Section20(a). The Class Action seeks to recover, among other remedies, compensatory damages. On* March 4, 2025,the Plaintiff filed an amended complaint. The Defendants moved to dismiss the complaint. The Defendants’ motion to dismiss the complaint was referred to United States District Court Magistrate Judge Timothy P. O’Hara. On February 27, 2026,Magistrate Judge O’Hara issued a written report and recommendation to United States District Judge Regina M. Rodriguez that the complaint be dismissed with leave to amend (“R&R”). Lead Plaintiff filed an objection to the R&R on March 13, 2026,and Defendants are expected to respond on March 27, 2026.*The Company cannot predict whether the Magistrate Judge’s R&R will be adopted, modified or rejected by the District Court, or whether the Lead Plaintiff will amend the complaint.

On* December 13, 2024,Jose Lazo, a purported stockholder of ours, filed a putative stockholder derivative action complaint captioned Lazo v. Schlorff et. al., C.A.No. 1:24-cv-3444 in the United States District Court for the District of Colorado (the “Derivative Action”). The factual allegations of the Derivative Action are substantially similar to the Class Action. On January 30, 2025,*upon joint motion of the parties, the Court stayed the Derivative Action pending the Court’s resolution of an anticipated motion to dismiss to be filed in the Class Action.

The Derivative Action alleges, among other things, that the Company's Chief Executive Officer, former Chief Financial Officer, and certain of the Company's current and former directors violated Section14(a) of the Exchange Act, breached fiduciary duties and were unjustly enriched by making or allowing to be made purportedly false and misleading statements regarding the Company's prospects for success in obtaining FDA approval for its SCD. The Derivative Action further alleges that there were purported deficiencies in the Company's internal financial controls and procedures and improper accounting for classification of certain financial instruments leading to the restatement of its previously issued financial statements. The Derivative Action also asserts claims under Section10(b) and21D of the Exchange Act against the Company's Chief Executive Officer and former Chief Financial Officer. Among other remedies, the Derivative Action seeks to recover damages and restitution on behalf of the Company and certain injunctive relief concerning the Company's corporate governance and internal controls. Additional stockholders* mayfile substantially similar complaints in the future. The Company willnot* make separate disclosure of such complaints unless they are materially different than the Derivative Action.

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Note12. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Inputs used to measure fair value are classified into the following hierarchy:

Level1 – quoted prices in active markets for identical assets and liabilities.

Level2 – other significant observable inputs (including quoted prices for similar assets and liabilities, quoted prices for identical assets in inactive markets, interest rate, credit risk, etc.).

Level3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of assets and liabilities).

The fair value of the forward option on prepaid forward contracts, convertible notes, and the warrants liability is classified as Level3 in the fair value hierarchy.

Fair Value Measurement Hierarchy

The following table presents the Company’s financial assets and/or liabilities that were accounted for at fair value on a recurring basis as of* December 31, 2025and2024*, by level withing the fair value hierarchy. There wereno non-recurring fair value measurements, as the Company doesnot have any long-lived assets, including fixed assets, intangible assets or goodwill which can require non-recurring measurements for impairment.

Summary of Level3 Input Changes**

The following table presents the changes in the liability classified warrants for the years ended* December 31, 2025 (*in thousands):

Level3* Inputs*

For assets or liabilities for which the Company is required to remeasure the fair value on a recurring basis at each reporting date, generally the Company is required to disclose certain quantitative data related to the inputs used at the most recent reporting period date. However, for those assets or liabilities for which the Company has elected to take the fair value option in accordance withASC825,* Financial Instruments*, then such quantitative disclosures arenot required. As of* December 31, 2025,there wereno* assets or liabilities for which the Company elected to take the fair value option.

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Liability Classified Warrants

Significant assumptions used in valuing warrants which require liability classification were as follows as of* December 31, 2025and2024*:

The only liability classified warrants that were outstanding as of* December 31, 2025and2024,* were the Private and PIPE warrants. These warrants are valued using the same inputs into a Black-Scholes standard option pricing model and therefore, there isno range of inputs.

Note13. Income Taxes

The Company recorded approximately $3 thousand and $3 of current income tax expense for the years ended* December 31, 2025and2024*, respectively. The Company paid approximately $2 thousand to California, and less than $1 thousand each to North Carolina and New Jersey during the year ended* December 31, 2025,*comprised of statutory minimum taxes.

The table before provides the updated requirements of ASU2023-09 for2025 (see Note2.* Summary of Significant Accounting Policies – Recent accounting pronouncements* for additional details on the adoption of ASU2023-09.

The effective income tax rate of the Company’s provision for income taxes for the year ended* December 31, 2025,*differed from the federal statutory rate as follows (in thousands and percentages):

As previously disclosed for the years ended* December 31, 2024,prior to the adoption of ASU2023*-09, the effective income tax rate differs from the statutory federal income rate as follows:

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

In accordance with U.S. GAAP, a valuation allowance should be provided if it is more likely thannot that some or all of the Company’s deferred tax assets willnot be realized. The Company’s ability to realize the benefit of its deferred tax assets will depend on the generation of future taxable income. Due to the uncertainty of future profitable operations and taxable income, the Company has recorded a full valuation allowance against its net deferred tax assets. For the years ended* December 31, 2025and2024*, the net increase in the valuation allowance was approximately $3.5 million and $2.8 million, respectively.

As of* December 31, 2025and2024*, the Company had federal net operating loss carryforwards of approximately $117.9 million and $108.4 million, respectively, of which approximately $65.0 million of federal net operating loss carryforwards post2017 will be carried forward indefinitely. The remaining $52.8 million of federal net operating loss carryforwards begin expiring in2027. The Company has also generated approximately $11.4 million of net operating loss carryforwards in California carryforward for20 years,first expiring in2039, $4.0 million of Florida net operating losses that carryforward indefinitely; $7.1 million of Illinois net operating loss carryforwards that carryforward for20 years,first expiring in2044 and $1.7 million of net operating loss carryforwards in Virginia that carryforward indefinitely. The Company hasnot used any net operating loss carryforwards to date.

The Company hasnot claimed any federal or state Research Credit carryforwards pre-2022. The Company believes that the Company has qualified research activities and qualified research expenses, but missed claiming the R&D credits in prior years. The tax provision reportsno pre-2022 R&D credit carryforwards, consistent with the tax return filings through2021. The Company will record R&D credit deferred tax assets (and the related valuation allowance) if/when the Company amends prior year tax filings to claim R&D credits.

The Company had federal energy credit carryforwards of approximately $0.6 million as of* December 31, 2025and2024*, which will expire starting in2027 ifnot utilized. The Company has federal research and development credit carryforwards of approximately $0.7 million and $0.5 million as of* December 31, 2025and2024*, respectively, which will expire starting in2042 ifnot utilized.

Pursuant to Internal Revenue Code (“IRC”) Sections382 and383, the Company’s ability to use net operating losses (“NOL”) and research tax credit carryforwards to offset future taxable income* maybe limited if the Company experiences a cumulative change in ownership of more than50%* within athree-year testing period. The Company hasnot completed an ownership change analysis pursuant to IRC Section382. If ownership changes within the meaning of IRC Section382 are identified as having occurred, the amount of NOL and research tax credit carryforwards available to offset future taxable income and income tax liabilities in future years* maybe significantly restricted or eliminated. Further, deferred tax assets associated with such NOLs, and research tax credits could be significantly reduced upon realization of an ownership change within the meaning of IRC Section382.*

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The Company files U.S. federal and state tax returns with varying statutes of limitations. Due to net operating loss and credit carryforwards, the 2019 to2024 tax years remain subject to examination by the U.S. federal and some state authorities. The actual amount of any taxes due could vary significantly depending on the ultimate timing and nature of any settlement.

Uncertain Tax Benefits

The Company uses the “more likely thannot” criterion for recognizing the income tax benefit of uncertain income tax positions and establishing measurement criteria for income tax benefits. As of* December 31, 2025*, the Company has approximately $1.1 million of uncertain tax benefits, all of which are accounted for as contra deferred tax assets. The following schedule provides the roll forward of the Company’s uncertain tax positions during the year ended* December 31, 2025:*

The Company hasno accrued interest related to the uncertain tax benefits. The Company doesnot anticipate any significant changes to unrecognized tax benefits over the next12 months as of* December 31, 2025*.

Note14. Net Loss Per Share

Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, including vested restricted stock units for which common shares havenot yet been issued, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, the warrants, common stock options, and unvested restricted stock units are considered to be potentially dilutive securities. As the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for all periods.

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive:

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The following table presents the calculation of basic and diluted net loss per share (in thousands except share and per share information):

Note15. Segment Reporting

The Company is comprised of asingle reportable segment, its Device Segment. This organizational structure aligns with how our Chief Operating Decision Maker (“CODM”), the Chief Executive Officer, manages the Company’s business, including resource allocation and performance assessment. The Company is focused entirely on the development, regulatory approval and commercialization of the Company’s adult and pediatric Selective Cytopheretic Devices (SCDs). The Company had a total of17 employees at* December 31, 2025*, and total assets of $14.2 and $4.7 million, as of* December 31, 2025and2024*, respectively.

For segment reporting purposes, the CODM uses operating profit/(loss) to evaluate segment performance and allocate resources. As a Company that only recently began limited commercial sales of QUELIMMUNE, the CODM is primarily focused on evaluating the overall spending for research and development activities needed to fund further development of the SCDs, and general and administrative activities incurred to support the research and development activities of the Company. Accounting policies associated with the Company’s sole segment are the same as those described in Note1.

All of the Company’s sales are located within the United States. As of the date of this report, the Company has obtained regulatory approval for commercial sales in the U.S. of QUELIMMUNE from the FDA. The Company doesnot have any inter-entity sales or transfers.

The following table represents the Company’s sole segment’s operating results for the years ended* December 31, 2025and2024*, respectively.

The above table excludes non-operating other income/expense, net, consisting of interest expense, interest income, and gains and losses from changes in the fair value of liability classified financial instruments such as liability classified warrants and convertible debt.

Note16. Subsequent Events

At-the-Market Offering

From* January 2, 2026,through March 13, 2026,the Company raised approximately $0.1 million in gross proceeds ($0.1 net of offering fees) from the sale of 18,880 shares of the Company’s common stock through its At-the-Market offering program. Since the initial shelf-registration in August 2024,*the Company has, as of the date of this filing, raised approximately $10.8 million in gross proceeds under the At-the-Market offering program, issuing approximately 10.7 million shares, for net proceeds of approximately $10.4 million.

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Standby Equity Purchase Agreement

From* January 2, 2026,through March 13, 2026,the Company raised approximately $0.3 million in gross proceeds ($0.3 million net of offering fees) from the sale of 130,184 shares of the Company’s common stock through its standby equity purchase agreement facility. Since the initial registration in May 2025,*the Company has, as of the date of this filing, raised approximately $0.4 million in gross proceeds under the standby equity purchase agreement, issuing 138,184 shares, for net proceeds of approximately $0.3 million.

Nasdaq Decision Letter

On* January 20, 2026,the Company received a letter from Nasdaq confirming that the Company has regained compliance with the minimum bid price requirement of the Nasdaq Listing Rule5550*(a)(2) (the "Minimum Bid Price Rule").