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SeaStar Medical Holding Corp 2024年度报告

2025-03-27美股财报棋***
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SeaStar Medical Holding Corp 2024年度报告

Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of anerror to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b).☐Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act ). Yes☐No☒ Based on the closing sales price of the Registrant’s common stock on Nasdaq on June 28, 2024, the last business day of the Registrant’s second fiscal quarter, the aggregate market value ofthe voting stock held by non-affiliates of the Registrant was approximately $23.9million. All executive officers and directors of the Registrant, and all shareholders holding more than 10%of the Registrant’s outstanding voting stock (other than institutional investors, such as registered investment companies, eligible to file beneficial ownership reports on Schedule 13G), havebeen deemed, solely for the purpose of the foregoing calculation, to be “affiliates” of the Registrant. The number of shares of Registrant’s Common Stock outstanding as of February 28, 2025 was8,721,036. DOCUMENTS INCORPORATED BY REFERENCEPortions of the Registrant’s definitive proxy statement relating to its 2024 annual meeting of stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10- K. We anticipate that we will file the 2024 proxy statement on or before April 29, 2025. Table of Contents PageCautionary Note Regarding Forward-Looking Statements1 PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities62Item 6.[Reserved]62Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations63Item 7A.Quantitative and Qualitative Disclosures About Market Risk72Item 8.Financial Statements and Supplementary Data76Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.112Item 9A.Controls and Procedures112Item 9B.Other Information113Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections113 PART III Item 10.Directors, Executive Officers and Corporate Governance114Item 11.Executive Compensation114Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters114Item 13.Certain Relationships and Related Transactions, and Director Independence114Item 14.Principal Accounting Fees and Services114 PART IV Item 15.Exhibits, Financial Statement Schedules115Item 16.Form 10-K Summary117 This Annual Report on Form 10-K (this “Annual Report”) contains statements that are forward-looking and as such are nothistorical facts. These statements are based on the beliefs and assumptions of managemen