Item 8.01 Other Events.
On
The press release announced that LMAO will hold a special meeting of LMAO's
stockholders on
Important Information About the Business Combination and Where to Find It
In connection with the business combination transaction, LMAO has filed a
registration statement on Form S-4 (the "Registration Statement") with the
Participants in the Solicitation
LMAO 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 LMAO are set forth in LMAO'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, LMAO's and SeaStar Medical's expectations with respect to the proposed business combination between LMAO 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 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 LMAO'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 LMAO may not be completed in a timely manner or at all, which may adversely affect the price of LMAO's securities, (ii) the risk that the transaction may not be completed by LMAO'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 LMAO and the satisfaction of the minimum trust account amount following redemptions by LMAO'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)
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the inability to recognize the anticipated benefits of the business combination,
which may be affected by, among other things, competition and the ability of the
post-combination company to grow and manage growth profitability and retain its
key employees, (viii) costs related to the business combination, (ix) the
outcome of any legal proceedings that may be instituted against SeaStar Medical
or LMAO following the announcement of the proposed business combination, (x) the
ability to maintain the listing of LMAO's securities on the Nasdaq, (xi) the
ability to implement business plans, forecasts, and other expectations after the
completion of the proposed business combination, and identify and realize
additional opportunities, (xii) the risk of downturns and the possibility of
rapid change in the highly competitive industry in which SeaStar Medical
operates, (xiii) the risk that SeaStar Medical and its current and future
collaborators are unable to successfully develop and commercialize SeaStar
Medical's products or services, or experience significant delays in doing so,
including failure to achieve approval of its products by applicable federal and
state regulators, (xiv) the risk that SeaStar Medical may never achieve or
sustain profitability; (xv) the risk that SeaStar Medical may need to raise
additional capital to execute its business plan, which many not be available on
acceptable terms or at all; (xvi) the risk that third-parties suppliers and
manufacturers are not able to fully and timely meet their obligations, (xvii)
the risk of product liability or regulatory lawsuits or proceedings relating to
SeaStar Medical's products and services, (xviii) the risk that SeaStar Medical
is unable to secure or protect its intellectual property, (xix) the risk that
the post-combination company's securities will not be approved for listing on
Nasdaq or if approved, maintain the listing and (xx) other risks and
uncertainties indicated from time to time in LMAO's registration statement on
Form S-4 (File No. 333-264993), including those under the "Risk Factors" section
therein and in LMAO's other filings with the
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1LMF Acquisition Opportunities and SeaStar Medical Announce Effectiveness of Registration Statement and Special Meeting of Stockholders to be Held onOctober 18, 2022 to Approve Business Combination 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4
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