SeaStar Medical Holding Corp Fair Value Disclosure
Note 14. Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Inputs used to measure fair value are classified into the following hierarchy:
Level 1 – quoted prices in active markets for identical assets and liabilities.
Level 2 – other significant observable inputs (including quoted prices for similar assets and liabilities, interest rate, credit risk, etc.).
Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of assets and liabilities).
The fair value of the forward option on prepaid forward contracts, convertible notes, and the warrants liability is classified as Level 3 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, 2024 and 2023, by level withing the fair value hierarchy. There were no non-recurring fair value measurements, as the Company does not have any long-lived assets, including fixed assets, intangible assets or goodwill which can require non-recurring measurements for impairment.
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Fair Value Measurements at December 31, 2024 |
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Fair Value at |
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(Level 1) |
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(Level 2) |
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(Level 3) |
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Liabilities: |
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Liability classified warrants |
$ |
33 |
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$ |
— |
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$ |
— |
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$ |
33 |
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$ |
33 |
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$ |
— |
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$ |
— |
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$ |
33 |
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Fair Value Measurements at December 31, 2023 |
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Fair Value at |
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(Level 1) |
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(Level 2) |
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(Level 3) |
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Liabilities: |
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Convertible notes |
$ |
4,179 |
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$ |
— |
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$ |
— |
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$ |
4,179 |
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Liability classified warrants |
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2,307 |
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— |
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— |
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2,307 |
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Total |
$ |
6,486 |
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$ |
— |
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$ |
— |
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$ |
6,486 |
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Summary of Level 3 Input Changes
The following table presents the changes in the forward option-prepaid forward contracts, convertible notes measured at fair value, warrants liability, and the notes derivative liability for the years ended December 31, 2024 and 2023 (in thousands):
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Forward Purchase |
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Agreement |
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Derivative |
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Liability Classified |
Level 3 Rollforward ($ in thousands) |
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Liability |
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Convertible Notes |
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Warrants |
Balance January 1, 2023 |
$ |
10,211 |
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$ |
— |
$ |
587 |
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— |
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4,855 |
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3,325 |
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Payments |
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— |
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(400) |
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— |
Shares issued as payments |
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(11,519) |
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(10,411) |
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— |
Changes in fair value |
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1,308 |
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5,380 |
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(545) |
Warrant expense |
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— |
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4,949 |
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— |
Warrants exercised |
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— |
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— |
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(1,060) |
Balance December 31, 2023 |
$ |
— |
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$ |
4,373 |
$ |
2,307 |
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— |
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501 |
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586 |
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Payments |
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— |
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(700) |
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— |
Shares issued as payments |
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— |
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(4,922) |
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(3,107) |
Changes in fair value |
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— |
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748 |
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697 |
Exchange for short-term note payable |
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— |
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— |
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(450) |
Balance December 31, 2024 |
$ |
— |
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$ |
— |
$ |
33 |
Level 3 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 FVO in accordance with ASC 825, Financial Instruments, then such quantitative disclosures are not required.
Liability Classified Warrants
Significant assumptions used in valuing warrants which require liability classification were as follows as of December 31, 2024 and 2023:
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December 31, |
December 31, |
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2024 |
2023 |
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(&) |
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Minimum |
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Maximum |
Expected volatility |
130.00% |
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85.00% |
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90.00% |
Equivalent term |
2.825 |
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4.04 |
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4.65 |
Risk-free rate |
4.27% |
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3.84% |
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3.90% |
Dividend yield |
0.00% |
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0.00% |
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0.00% |
Stock price |
$1.94 |
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$0.44 |
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$0.44 |
Strike price |
$287.50 |
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$0.50 |
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$11.50 |
(&) - the only liability classified warrants that were outstanding as of December 31, 2024, 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 is no range of inputs.
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About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.