Item 1.01 Entry Into a Material Definitive Agreement
Prepaid Forward Agreement
As previously announced, on
On
The Prepaid Forward Agreement provides that, no later than the earlier of (a) one (1) local business day after the Closing and (b) the date any assets from LMF's trust account are disbursed in connection with the Business Combination, Seller shall be paid directly, out of the funds held in LMF's trust account, a cash amount (the "Prepayment Amount") equal to the Number of Shares multiplied by the Per-Share Redemption Price (the "Redemption Price"), as defined in Section 9.2(b) of the Amended and Restated Certificate.
In addition to the Prepayment Amount, Seller shall be paid directly from LMF's trust account an amount equal to the product of 100,000 multiplied by the Redemption Price (the "Share Consideration"), for the purpose of repayment of Seller purchasing, prior to the Closing, 100,000 additional Shares (the "Additional Shares") from third parties in the open market through a broker, which Shares shall not be included in the Number of Shares under the Prepaid Forward Agreement, and which Additional Shares will be free and clear of all obligations of Seller in connection with the Prepaid Forward Agreement.
Seller may in its discretion sell Recycled Shares that Seller purchases, the
effect of which is to terminate the Prepaid Forward Agreement in respect of such
Recycled Shares sold (the "Terminated Shares"). The Counterparty shall be
entitled to proceeds from such sales of Terminated Shares equal to the product
of (x) the number of Terminated Shares multiplied by (y) the Reset Price.
Following the Closing, the "Reset Price" will initially be
The maturity date of the Transaction (the "Maturity Date") will be the earliest
to occur of (a) the third anniversary of the Closing and (b) the date following
the effective date specified by Seller in a written notice to be delivered at
Seller's discretion (not earlier than the day such notice is effective) after
any occurrence wherein during any 30 consecutive trading-day period, the VWAP
Price for 20 trading days is less than
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on which the Shares used to pay the Maturity Consideration are registered under the Securities Act of 1933, as amended, and delivered to Seller. If Counterparty pays the Maturity Consideration in Shares, then Counterparty shall pay the Maturity Consideration on a net basis such that Seller retains a Number of Shares due to Counterparty upon such Maturity Date equal to the number of Maturity Consideration Shares payable to Seller, only to the extent the Number of Shares due to Counterparty upon the Maturity Date are equal to or more than the number of Maturity Consideration Shares payable to Seller, with any Maturity Consideration remaining due to be paid to Seller in newly issued Shares. In addition to the Maturity Consideration, at the Maturity Date, Seller will be entitled to retain a cash amount equal to the product of (y) the Number of Shares remaining in the Transaction multiplied by (z) the Redemption Price, and Seller will deliver to Counterparty the Number of Shares that remain in the Transaction.
The Prepaid Forward Agreement may be terminated if any of the following events
occurs (a) failure to consummate the Business Combination on or before the
The Seller does not possess any redemption rights in respect of the Shares and is not eligible to vote such Shares in favor of approving the Business Combination. In addition, the Seller may freely transfer or assign its rights under the Prepaid Forward Agreement.
The foregoing description of the Prepaid Forward Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Prepaid Forward Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.
Important Information about the Business Combination and Where to Find It
In connection with the business combination transaction, LMF has filed a
registration statement on Form S-4 (the "Registration Statement") with the
Participants in the Solicitation
LMF and SeaStar Medical and their respective directors and certain of their
respective executive officers and other members of management and employees may
be considered participants in the solicitation of proxies with respect to the
business combination transaction. Information about the directors and executive
officers of LMF are set forth in LMF's Annual Report on Form 10-K for the fiscal
year ended
Forward Looking Statements
This communication contains certain forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1955. These forward-looking statements include, without limitation, LMF's and SeaStar Medical's expectations with respect to the proposed business combination between LMF and SeaStar Medical, including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the implied valuation of SeaStar Medical, the products
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offered by SeaStar Medical and the markets in which it operates, and SeaStar Medical's projected future results. Words such as "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside LMF's and SeaStar Medical's control and are difficult to predict. Factors that may cause actual future events to differ materially from the expected results, include, but are not limited to: (i) the risk that the business combination transaction between SeaStar Medical and LMF may not be completed in a timely manner or at all, which may adversely affect the price of LMF's securities, (ii) the risk that the transaction may not be completed by LMF's business combination deadline, even if extended by its sponsor, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the agreement and plan of merger ("Merger Agreement") by the stockholders of LMF and the satisfaction of the minimum trust account amount following redemptions by LMF's public stockholders, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (v) the receipt of an unsolicited offer from another party for an alternative transaction that could interfere with the business combination, (vi) the effect of the announcement or pendency of the transaction on SeaStar Medical's business relationships, performance, and business generally, (vii) the inability to recognize the anticipated benefits of the business combination, which may be . . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description 10.1 Confirmation for Prepaid Forward Transaction, datedOctober 17, 2022 , by and amongLMF Acquisition Opportunities, Inc. ,SeaStar Medical, Inc. andVellar Opportunity Fund SPV LLC - Series 4 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4
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