Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On July 28, 2022, LMF Acquisition Opportunities, Inc., a Delaware corporation
("LMAO") amended and restated its existing unsecured promissory note to LMFAO
Sponsor, LLC, a Florida limited liability company (the "Sponsor"), dated as of
February 1, 2022 (the "Original Note"), to increase the aggregate principal
amount from $500,000 to $1,750,000 (the "Amended Note"). The proceeds of the
Amended Note, which may be drawn down from time to time until LMAO consummates
its initial business combination, will be used to fund expenses relating to
LMAO's initial business combination.
The Amended Note bears no interest and is payable in full on the date that LMAO
consummates its initial business combination with one or more businesses. No
amount shall be due under the Amended Note if an initial business combination is
not consummated on or before the 24th anniversary of LMAO's initial public
offering. The issuance of the Original Note, and the amendment to the Original
Note, were made pursuant to the exemption from registration contained in Section
4(a)(2) of the Securities Act of 1933, as amended. As of July 29, 2022, LMAO had
drawn down an aggregate of $910,000 under the Amended Note to pay for offering
expenses.
A copy of the Amended Note is attached as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference. The disclosures set forth in
this Item 2.03 are intended to be summaries only and are qualified in their
entirety by reference to the Amended Note.
Item 8.01. Other Events.
On July 29, 2022, LMAO issued a press release announcing that its board of
directors has elected to extend the date by which LMAO has to consummate a
business combination from July 29, 2022 to October 29, 2022 (the "Extension"),
as permitted under LMAO's Amended and Restated Certificate of Incorporation. In
connection with the Extension, the Sponsor has notified LMAO that it has caused
to be deposited an aggregate of $1,035,000 (representing $0.10 per public share)
into LMAO's trust account on or before July 29, 2022. This deposit will be made
in respect of a non-interest bearing loan to LMAO (the "Extension Loan"). If
LMAO completes an initial business combination by October 29, 2022, LMAO will,
at the option of the Sponsor, (i) repay the Extension Loan out of the proceeds
of LMAO's trust account released to LMAO, or (ii) convert a portion or all of
the Extension Loan into warrants of LMAO at a price of $1.00 per warrant, which
warrants will be identical to the private placement warrants issues to the
Sponsor at the time of the IPO. If LMAO does not complete its initial business
combination by October 29, 2022, LMAO will only repay the Extension Loan from
funds held outside of its trust account. The Extension provides LMAO with
additional time to complete its proposed business combination with SeaStar
Medical, Inc., a medical technology company developing proprietary solutions to
reduce the consequences of hyperinflammation on vital organs.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Amended and Restated Promissory Note, dated July 28, 2022, issued
by LMF Acquisition Opportunities, Inc. to LMFAO Sponsor, LLC
99.1 Press Release, dated July 29, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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