Item 5. Other Information
Item 5.
Other Information
None
27
Table of Contents
Item 6.
Exhibits
The following documents are filed as a part of this report or are incorporated herein by reference.
EXHIBIT
NUMBER
DESCRIPTION
2.1
Agreement and Plan or Merger, dated as of April 21, 2022, by and among LMF Acquisition Opportunities, Inc., LMF Merger Sub, Inc., and SeaStar Medical, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 26, 2022).
3.1
Third Amended and Restated Certificate of Incorporation of Seastar Medical Holding Corporation, filed with the Secretary of State of Delaware on October 28, 2022 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 4, 2022)
3.2
Amended and Restated Bylaws of Seastar Medical Holding Corporation (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on November 4, 2022)
10.1
Amended and Restated Promissory Note, dated July 28, 2022 but effective as of September 30, 2022, between LMFAO Sponsor LLC and LMF Acquisition Opportunities Inc (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on August 1, 2022).
10.2
Amended and Restated Registration Rights Agreement, dated as of April 21, 2022, by and among LMF Acquisition Opportunities, Inc., SeaStar Medical, Inc., and certain stockholders of SeaStar Medical, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 26, 2022)
10.3
Sponsor Support Agreement, dated as of April 21, 2022, by and among LMF Acquisition Opportunities, Inc., SeaStar Medical, Inc., and LMFAO Sponsor LLC (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on April 26, 2022).
10.4
Form of PIPE Subscription Agreement (incorporated by reference to Exhibit 10.29 to the Company’s amendment to registration statement on Form S-4 filed with the SEC on August 24, 2022)
10.5
Common Stock Purchase Agreement by and among Tumim Stone Capital LLC, LMF Acquisition Opportunities, Inc., and SeaStar Medical, Inc., dated August 23, 2022 (incorporated by reference to Exhibit 10.30 to the Company’s amendment to registration statement on Form S-4 filed with the SEC on August 24, 2022)
10.6
Registration Rights Agreement by and among Tumim Stone Capital LLC, LMF Acquisition Opportunities, Inc. and SeaStar Medical, Inc., dated August 23, 2022 (incorporated by reference to Exhibit 10.31 to the Company’s amendment to registration statement on Form S-4 filed with the SEC on August 24, 2022).
10.7
Letter Agreement, dated October 28, 2022, by and among LMAO, SeaStar Medical, Inc., and Tumim Stone Capital LLC (incorporated by reference to Exhibit 10.13 of the Company’s Current Report on Form 8-K filed November 4, 2022).
10.8
First Amendment to Credit Agreement, dated October 28, 2022, by and between SeaStar Medical, Inc. and LM Funding America, Inc. (incorporated by reference to Exhibit 10.15 of the Company’s Current Report on Form 8-K filed November 4, 2022).
10.9
Amended and Restated Promissory Note, dated October 28, 2022, issued by SeaStar Medical, Inc. to LM Funding America, Inc. (incorporated by reference to Exhibit 10.16 of the Company’s Current Report on Form 8-K filed November 4, 2022).
10.10
Consolidated Amended and Restated Promissory Note, dated October 28, 2022, issued by SeaStar Medical Holding Corporation to LMFAO Sponsor, LLC (incorporated by reference to Exhibit 10.19 of the Company’s Current Report on Form 8-K filed November 4, 2022).
10.11
Promissory Note, dated October 28, 2022, issued by SeaStar Medical Holding Corporation to Maxim Group LLC (incorporated by reference to Exhibit 10.22 of the Company’s Current Report on Form 8-K filed November 4, 2022).
10.12
Intercreditor Agreement, dated October 28, 2022, by and among Maxim Group LLC, LM Funding America, Inc., LMFAO Sponsor, LLC, SeaStar Medical, Inc. and SeaStar Medical Holding Corporation (incorporated by reference to Exhibit 10.23 of the Company’s Current Report on Form 8-K filed November 4, 2022).
10.13
Confirmation for Prepaid Forward Transaction, dated October 17, 2022, by and among LMF Acquisition Opportunities, Inc., SeaStar Medical, Inc. and Vellar Opportunity Fund SPV LLC - Series 4 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on October 17, 2022).
10.14
Confirmation for Prepaid Forward Transaction, dated October 26, 2022, by and among LMF Acquisition Opportunities, Inc., SeaStar Medical, Inc. and HB Strategies LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on October 27, 2022).
31.1*
Rule 13a – 14(a) Certification of the Principal Executive Officer
31.2*
Rule 13a – 14(a) Certification of the Principal Financial Officer
32.1*
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
*
Filed herewith
28
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:
SeaStar Medical Holding Corporation;.
Date: November 14, 2022
By:
/s/ Eric Schlorff
Eric Schlorff
Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
Date: November 14, 2022
By:
/s/ Caryl Baron
Caryl Baron
Chief Financial Officer
(Principal Accounting Officer)
29
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.