LMF Acquisition Opportunities, Inc. (NASDAQ: LMAO) (LMAO), a
special purpose acquisition company sponsored by LM Funding
America, Inc. (NASDAQ:LMFA), and SeaStar Medical, Inc., a medical
technology company developing proprietary solutions to reduce the
consequences of hyperinflammation on vital organs, today announced
that LMAO’s registration statement on Form S-4 (“Registration
Statement”) related to the two companies’ previously announced
business combination was declared effective by the U.S. Securities
and Exchange Commission on September 26, 2022.
LMAO commenced mailing to stockholders on September 28, 2022 the
definitive proxy statement relating to the special meeting of LMAO
stockholders (the “Special Meeting”). The Special Meeting to
approve the pending business combination and other related matters
is scheduled for October 18, 2022 at 10:00 a.m. Eastern Time. The
Special Meeting will be held at LMAO’s office located at 1200 W.
Platt St., Suite 100, Tampa, Florida 33606. If the proposals at the
Special Meeting are approved, the parties anticipate that the
business combination will close and trading of the combined entity
will commence on NASDAQ shortly thereafter, subject to the
satisfaction or waiver (as applicable) of all other closing
conditions.
LMAO stockholders at the close of business on the record date of
September 23, 2022 are entitled to notice of the Special Meeting
and should vote before 11:59 p.m. ET on October 17, 2022. LMAO
stockholders can exercise their votes online, via telephone or by
mail. LMAO stockholders who need assistance voting or have
questions regarding the Special Meeting may contact LMAO’s proxy
solicitor, Alliance Advisors, toll-free at (855) 935-2548 or by
email to lmao@allianceadvisors.com.
LMAO’s board of directors unanimously recommends that its
stockholders vote “FOR” each of the proposals, including the
proposed business combination.
About SeaStar Medical, Inc.
Denver-based SeaStar Medical, Inc. is a medical technology
company that is focusing on redefining how extracorporeal therapies
may reduce the consequences of excessive inflammation on vital
organs. SeaStar Medical’s novel technologies rely on science and
innovation to provide life-saving solutions to critically ill
patients. It is developing and commercializing extracorporeal
therapies that target the effector cells that drive systemic
inflammation, causing direct tissue damage and secreting a range of
pro-inflammatory cytokines that initiate and propagate imbalanced
immune responses. For more information
visit http://www.seastarmedical.com/ or visit us
on LinkedIn or Twitter.
About LMF Acquisition Opportunities, Inc.
LMF Acquisition Opportunities, Inc. (Nasdaq: LMAO) is a special
purpose acquisition company formed for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses. LMAO is led by Bruce M. Rodgers, Chief Executive
Officer and Chairman of the Board. For more information,
visit www.lmfacquisitions.com.
As previously announced, SeaStar Medical and LMAO entered
into a definitive agreement for a business combination transaction
whereby SeaStar Medical will become publicly listed on Nasdaq,
subject to approval by stockholders of LMAO and other customary
closing conditions.
Forward-Looking Statements
This press release 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) 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 SEC. The foregoing list of factors is not exhaustive.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and SeaStar Medical and LMAO assume no
obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new
information, future events, or otherwise.
Important Information 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 SEC,
which includes the proxy statement relating to LMAO’s solicitation
of proxies for the vote by LMAO’s stockholders with respect to the
transaction, as well as the prospectus relating to the offer and
sale of securities to be issued in connection with the completion
of the proposed business combination. Investors and
security holders and other interested parties are urged to read the
proxy statement/prospectus, any amendments thereto and any other
documents filed with the SEC carefully and in their entirety
because they contain important information about
LMAO, SeaStar Medical and the transaction.
Investors and security holders may obtain free copies of the proxy
statement/prospectus and other documents filed with the U.S.
Securities and Exchange Commission (the “SEC”) by LMAO through the
website maintained by the SEC at http://www.sec.gov, or by
directing a request to: LMF Acquisition Opportunities, Inc., 1200
Platt Street, Suite 1000 Tampa, FL 33602.
Participants in 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 December 31, 2021. Additional information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, are included in the Registration Statement
and will be contained in the other relevant materials to be filed
with the SEC regarding the business combination transaction when
they become available. Stockholders, potential investors and other
interested persons should read the proxy statement/prospectus
carefully before making any voting or investment decisions. When
available, these documents can be obtained free of charge from the
sources indicated above.
No Offer or Solicitation
This press release 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 U.S.
Securities Act of 1933, as amended.
Media Relations Contact:Patty
CaballeroEmail: patty@pscconsulting.netTel: 862.216.7523
Investor Relations Contact:David Waldman or
Natalya RudmanCrescendo Communications,
LLCEmail: lmao@crescendo-ir.comTel: 212-671-1020
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