8-K
filed November 4, 2022, 7:59 PM ET
ticker ICU
CIK 0001831868
M&A
confidence high
sentiment neutral
materiality 0.80
SeaStar Medical Holding Corp (ICU): M&A transaction — SeaStar Medical completes SPAC merger with LMF Acquisition; renamed SeaStar Medical Holding
SeaStar Medical Holding Corp
- Business Combination closed Oct 28, 2022; LMAO renamed SeaStar Medical Holding Corp.
- Aggregate consideration to SeaStar Medical stockholders: $85.4M, paid in 7.84M shares valued at $10.00/share.
- Approximately 8.88M shares of LMAO common stock redeemed by stockholders prior to closing.
- Entered into new promissory notes: Maxim ($4.18M), Sponsor ($2.785M); amended LMFA credit (maturity Oct 2023, interest 7%).
- Lock-up restrictions waived for two stockholders (David and Michael Humes); Lock-Up Waiver agreement executed.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Caryl Baron was appointed as Interim Chief Financial Officer at SeaStar Medical Holding Corp.
- Action
- appointed
- Role
- Interim Chief Financial Officer
Exact text from the filing
Effective as of the Closing Date, Ms. Caryl Baron was appointed by the Board of Directors of the Company as the interim Chief Financial Officer of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SeaStar Medical Holding Corp: Adopted Amended and Restated Bylaws effective as of the Closing Date.
- Change
- bylaw amendment
Exact text from the filing
the Company adopted a Third Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) and the Amended and Restated Bylaws (defined below) effective as of the Closing Date.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SeaStar Medical Holding Corp: Company ceased to be a shell company as a result of consummation of the Business Combination.
- Change
- shell status
Exact text from the filing
As a result of the consummation of the Business Combination, which fulfilled the “initial Business Combination” requirement of LAMO’s Certificate of Incorporation, as amended and restated, each of LMAO and the Company ceased to be a shell company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SeaStar Medical Holding Corp: Board adopted a new Code of Ethics for employees, officers and directors (effective 2022-10-28).
- Change
- code of ethics
- Effective
- 2022-10-28
Exact text from the filing
On October 28, 2022, the Board adopted a new Code of Ethics that applies to all of the Company’s employees, officers and directors, including the Company’s Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SeaStar Medical Holding Corp: Adopted Third Amended and Restated Certificate of Incorporation effective as of the Closing Date.
- Change
- charter amendment
Exact text from the filing
the Company adopted a Third Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) and the Amended and Restated Bylaws (defined below) effective as of the Closing Date.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
SeaStar Medical Holding Corp underwent a change of control involving LMF Acquisition Opportunities, Inc. (LMAO) for $85,408,328 (closed 2022-10-28).
- Action
- change of control
- Counterparty
- LMF Acquisition Opportunities, Inc. (LMAO)
- Consideration
- $85,408,328
- Closing
- 2022-10-28
Exact text from the filing
the Business Combination was completed, which consisted of the following: The aggregate consideration payable to the stockholders of SeaStar Medical at the closing of the Business Combination (the “Closing”) was $85,408,328
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
SeaStar Medical Holding Corp amended Tumim Letter Agreement with Tumim Stone Capital LLC (effective 2022-10-28).
- Action
- amendment
- Agreement
- equity purchase
- Counterparty
- Tumim Stone Capital LLC
- Effective
- 2022-10-28
Exact text from the filing
On October 28, 2022, LMAO, SeaStar Medical, and Tumim Stone Capital LLC (“Tumim”) entered into a letter agreement (the “Tumim Letter Agreement”) to amend certain terms of the Common Stock Purchase Agreement, dated August 23, 2022 (the “Purchase Agreement”), by and among Tumim, LMAO, and SeaStar Medical following the consummation of the Business Combination.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
SeaStar Medical Holding Corp amended First Amendment to Credit Agreement with LM Funding America, Inc. (effective 2022-10-28).
- Action
- amendment
- Agreement
- credit facility
- Counterparty
- LM Funding America, Inc.
- Effective
- 2022-10-28
Exact text from the filing
On October 28, 2022, SeaStar Medical and LMFA entered into the First Amendment to Credit Agreement dated September 9, 2022 between LMFA and SeaStar Medical (the “First Amendment to Credit Agreement”), pursuant to which the parties amended the Credit Agreement and entered into an Amended and Restated Promissory Note
View on SEC.gov
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