SeaStar Medical, Inc. entered into a letter of intent to acquire LMF Acquisition Opportunities Inc. from LMFAO Sponsor, LLC and others for $86.1 million in a reverse merger transaction.
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.