Item 5.07 Submission of Matters to a Vote of Security Holders
On
The shareholders approved the Business Combination Proposal, the Charter Approval Proposal, the Governance Proposals, the Stock Plan Proposal, the ESPP Proposal, the Nasdaq Proposal, and the Director Election Proposal (each as defined in the Proxy Statement).
The voting results for each proposal were as follows:
1.The Business Combination Proposal:
For Against Abstain Broker Non-Vote 9,976,802 354,943 0 0
2.The Charter Approval Proposal:
For Against Abstain Broker Non-Vote 9,971,762 359,983 0 0 3A.Governance Proposal 3A: For Against Abstain Broker Non-Vote 8,992,349 1,300,047 39,349 0
3B.Governance Proposal 3B:
For Against Abstain Broker Non-Vote 8,936,057 1,230,143 165,545 0
3C.Governance Proposal 3C:
For Against Abstain Broker Non-Vote 9,926,895 362,979 41,871 0
3D.Governance Proposal 3D:
For Against Abstain Broker Non-Vote 9,937,452 354,944 39,349 0
4.The Stock Plan Proposal:
For Against Abstain Broker Non-Vote 9,835,517 359,954 136,274 0 5.The ESPP Proposal: For Against Abstain Broker Non-Vote 10,314,074 5,072 12,599 0 6.The Nasdaq Proposal: 2
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For Against Abstain Broker Non-Vote 9,969,241 359,985 2,519 0
7.The Director Election Proposal:
i.Andres Lobo For Withheld Broker Non-Vote 9,966,854 364,891 0 ii. Rick Barnett For Withheld Broker Non-Vote 9,966,856 364,889 0 iii. Bruce Rodgers For Withheld Broker Non-Vote 10,215,038 116,707 0 iv.Richard Russell For Withheld Broker Non-Vote 10,215,038 116,707 0 v. Allan Collins For Withheld Broker Non-Vote 9,966,854 364,891 0 vi. Eric Schlorff For Withheld Broker Non-Vote 9,966,856 364,889 0 vii.Kenneth Van Heel For Withheld Broker Non-Vote 9,966,856 364,889 0
As there were sufficient votes to approve the above proposals, the "Adjournment Proposal" described in the Proxy Statement was not presented to stockholders.
Based on the results of the Special Meeting, and subject to the satisfaction or
waiver of certain other closing conditions as described in the Proxy Statement,
the transactions (the "Transactions") contemplated by that certain Agreement and
Plan of Merger, dated
Redemption of Class A Common Stock
As of
Important Information and Where to Find It
In connection with the business combination transaction, LMAO has filed a
registration statement on Form S-4 with the
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any other documents filed with the
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 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 agreement and plan of merger, (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) 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
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
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(d) Exhibits. Exhibit Number Description 99.1 Press Release DatedOctober 18, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 5
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