SeaStar Medical, Inc. entered into a letter of intent to acquire LMF Acquisition Opportunities Inc. (NasdaqCM:LMAO) from LMFAO Sponsor, LLC and others for $86.1 million in a reverse merger transaction on March 2, 2022. SeaStar Medical, Inc. entered into an agreement to acquire LMF Acquisition Opportunities Inc. (NasdaqCM:LMAO) from LMFAO Sponsor, LLC and others in a reverse merger transaction on April 21, 2022. SeaStar Medical will become a publicly listed company. The combined company will be known as SeaStar Medical Holding Corporation and will operate under the same management team as SeaStar Medical, which is led by Eric Schlorff, President and Chief Executive Office of SeaStar Medical. As part of the transaction, all SeaStar Medical shares owned by SeaStar MedicalÆs existing equity holders will be converted into Class A Common Stock of SeaStar Medical Holding Corporation. The resulting issuer's common stock and warrants are expected to begin trading on Nasdaq under the new ticker symbols "ICU" and ôICUCW,ö respectively.
The transaction is subject to approvals from Governmental Authorities, approval by stockholders of LMF, approval by SeaStar Medical shareholder, the Nasdaq Stock Market approves for listing the Common Stock to be issued in connection with the transaction, the Registration Statement shall have been declared effective, LMF has at least $15 million unrestricted cash on hand and $5,000,001 or more in net tangible assets at the Closing and other customary closing conditions. The transaction has been unanimously approved by both Boards of Directors of SeaStar Medical and LMF. The holders of a majority of the SeaStar Medical voting power have approved the merger. The registration statement on Form S-4 has been declared effective on September 26, 2022. LMF Acquisition shareholders approved the transaction on special meeting held on October 18, 2022. The transaction is expected to be completed in the third quarter of 2022. As of July 29, 2022, the board of directors of LMF Acquisition has elected to extend the date by which the Company has to consummate a business combination from July 29, 2022 to October 29, 2022.
Maxim Group LLC served as sole financial advisor to SeaStar Medical in connection with the transaction. Russ Hunt and Marty Traber of Skyway Capital Markets LLC served as sole financial and valuation advisor to LMAO in connection with the transaction. Curt Creely of Foley & Lardner LLP acted as legal advisor to LMF. Albert Lung of Morgan, Lewis & Bockius LLP acted as the legal advisor to SeaStar Medical. Ellenoff Grossman & Schole LLP acted as legal advisor to Maxim Group LLC. Alliance Advisors, LLC acted as information agent with a service fee of $10,000 and Continental Stock Transfer & Trust Company acted as transfer agent to LMF.
SeaStar Medical, Inc. completed the acquisition of LMF Acquisition Opportunities Inc. (NasdaqCM:LMAO) from LMFAO Sponsor, LLC and others in a reverse merger transaction on October 28, 2022. Upon closing, LMF Acquisition Opportunities, Inc. was renamed SeaStar Medical Holding Corporation and will operate under the same management team as SeaStar Medical, which is led by Eric Schlorff, Chief Executive Officer; and Caryl Baron will serve as interim Chief Financial Officer. The common stock and warrants of SeaStar Medical Holding Corporation are expected to begin trading on Nasdaq on October 31, 2022, under the new ticker symbols ôICUö and ôICUCW,ö respectively.