SeaStar Medical Holding Corp 10-K, filed Mar 31, 2021

SeaStar Medical Holding Corp (ICU)

10-K 2021-03-31 For: 2020-12-31

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Added on April 09, 2026

About this 10-K

SeaStar Medical Holding Corp filed this 10-K on March 31, 2021, covering the fiscal year ended December 31, 2020.

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Delaware	85-3681132
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1200 Platt Street Suite 1000 Tampa, FL	33602
(Address of principal executive offices)	(Zip Code)


Title of each class:	Trading symbol	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one Warrant	LMAOU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $.0.0001 per share	LMAO	The Nasdaq Stock Market LLC
Warrants, each Warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	LMAOW	The Nasdaq Stock Market LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

		Page
PART I
Item 1.	Business	2
Item 1A.	Risk Factors	19
Item 1B.	Unresolved Staff Comments	20
Item 2.	Properties	47
Item 3.	Legal Proceedings	47
Item 4.	Mine Safety Disclosures	47

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	48
Item 6.	Selected Financial Data	49
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	49
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	51
Item 8.	Financial Statements and Supplementary Data	51
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	52
Item 9A.	Controls and Procedures	52
Item 9B.	Other Information	52

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	53
Item 11.	Executive Compensation	57
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	57
Item 13.	Certain Relationships and Related Transactions, and Director Independence	59
Item 14.	Principal Accounting Fees and Services	64

PART IV
Item 15.	Exhibits, Financial Statement Schedules	64
Item 16.	Form 10-K Summary	64


Type of Transaction	Whether Stockholder Approval is Required
Purchase of assets	No
Purchase of stock of target not involving a merger with the company	No
Merger of target into a subsidiary of the company	No
Merger of the company with a target	Yes


Impact to remaining stockholders	The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and franchise and income taxes payable.	If the permitted purchases described above are made there would be no impact to our remaining stockholders because the purchase price would not be paid by us.	The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions.


Name	Age	Position
Bruce Rodgers	57	Chief Executive Officer, President, and Chairman of the Board of Directors
Richard Russell	60	Chief Financial Officer, Treasurer, Secretary and Director
Bruce Bennett*	60	Director
Craig Burson*	59	Director
Martin Traber*	75	Director


	Class A Common Stock Beneficially Owned		Class B Common Stock Beneficially Owned ⁽²⁾
Name and Address of Beneficial Owner⁽¹⁾	Number of Shares	%	Number of Shares	%	% of Total Voting Power
Directors and Executive Officers
LMFAO Sponsor, LLC (our sponsor)^{(2) (3)}	–	–	2,587,500	100.0	19.8
Bruce Rodgers⁽³⁾	–	–	–	–	–
Richard Russell⁽³⁾	–	–	–	–	–
Bruce Bennett⁽⁴⁾	–	–	–	–	–
Craig Burson⁽⁴⁾	–	–	–	–	–
Martin Traber⁽⁴⁾	–	–	–	–	–
All executive officers and directors as a group (5 individuals)	–	–	2,587,500	100.0	19.8%
Five Percent Holders
Space Summit Capital LLC⁽⁵⁾	580,000	5.6%	–	–	4.5%


(1)	Unless otherwise noted, the business address of each of the following entities or individuals is c/o LMF Acquisition Opportunities, Inc., 1200 W. Platt St., Suite 100, Tampa, Florida 33606.
(2)	Interests shown consist solely of founder shares, which our shares of Class B common stock. Such shares are convertible into shares of Class A common stock on a one-for-one basis, subject to certain adjustments.
(3)	LMFAO Sponsor, LLC, our sponsor, is the record holder of the shares reported herein. The sole manager of LMFAO Sponsor, LLC is LM Funding America, Inc., a Delaware corporation, of which Bruce Rodgers is the Chief Executive Officer, President, and Chairman of the Board of Directors and Richard Russell is the Chief Financial Officer, Treasurer, and Secretary. Although Mr. Rodgers and Mr. Russell have membership interests in LMFAO Sponsor, LLC, the board of directors of LM Funding America, Inc. has sole voting and investment discretion with respect to the shares held of record by LMFAO Sponsor, LLC, and as such, neither Mr. Rodgers nor Mr. Russell is deemed to have beneficial ownership of the Class B common stock held directly by LMFAO Sponsor, LLC.
(4)	Does not include any shares held by our sponsor. This individual is a member of our sponsor but does not have voting or dispositive control over the shares held by our sponsor.
(5)	According to Schedule 13G filed on March 8, 2021. The business address of Space Summit Capital LLC is 15455 Albright Street, Pacific Palisades, CA 90272.


Individual	Entity	Entity’s Business	Affiliation

Bruce Rodgers	LM Funding America, Inc.	Specialty finance	CEO & Board Chairman
Richard Russell	LM Funding America, Inc.	Specialty finance	Chief Financial Officer, Treasurer, and Secretary
	Generation Income Properties, Inc.	REIT	Chief Financial Officer and Treasurer


		Page
Report of Independent Registered Public Accounting Firm		F-2
Financial Statements:
Balance Sheet		F-3
Statement of Operations		F-4
Statement of Changes in Stockholder’s Equity		F-5
Statement of Cash Flow		F-6
Notes to Financial Statements		F-7


ASSETS
Cash	$	38,388
Deferred offering costs associated with proposed public offering		230,820
Total Current Assets		269,208
Total Assets	$	269,208

LIABILITIES AND STOCKHOLDER’S EQUITY
Accounts payable and accrued expenses	$	123,031
Notes and advances payable - related party		126,413
Total Liabilities		249,444

Commitments		-

Stockholder’s Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		-
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; no shares issued and outstanding		-
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 2,156,250 shares issued and outstanding	$	215
Additional paid-in capital		24,785
Accumulated deficit		(5,236	)
Total Stockholder’s Equity		19,764
Total Liabilities and Stockholder’s Equity	$	269,208


Professional Fees and other expenses	$	5,236
Loss from Operations		5,236
Net Loss	$	5,236

Weighted average common shares outstanding		2,156,250
Basic and diluted

Net loss per common share:		2,156,250
Basic and diluted	$	(0.00)


	Class A Common Shares			Class B Common Shares
	Shares		Amount	Shares		Amount		Additional Paid-in Capital	Stockholder’s Equity
Balance at October 28, 2020	-	$	-	-	$	-	$	-	$ -
Net Loss	-		-	-		-		-	(5,236)
Sale of Class B common stock	-		-	2,156,250		215		25,785	25,000
Balance at December 31, 2020	-	$	-	2,156,250	$	215	$	25,785	$ 19,764


		Period Ended December 31, 2020
Cash flows from operating activities
Net loss	$	(5,236)

Change in operating assets and liabilities
Changes in accrued expenses, formation and offering costs		(107,789)
Net cash used in operating activities		(113,025)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes and advances payable – related party		126,413
Proceeds from sale of stock to Sponsor		25,000
Net cash generated from financing activities		151,413

NET INCREASE IN CASH		38,388
CASH – BEGINNING OF YEAR		-
CASH – END OF YEAR	$	38,388

SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Changes in deferred offering costs associated with proposed public offering		230,819

Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2021)
3.2		Bylaws (incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on January 8, 2021)
4.1		Specimen Unit Certificate (incorporated by reference to the Company’s Registration Statement on Form S-1/A filed with the SEC on January 19, 2021)
4.2		Specimen Class A common stock Certificate (incorporated by reference to the Company’s Registration Statement on Form S-1/A filed with the SEC on January 19, 2021)
4.3		Specimen Warrant Certificate (included in Exhibit 4.4) (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2021)
4.4		Warrant Agreement, dated January 25, 2021, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2021)
4.5*		Description of Securities
10.1		Letter Agreement, dated January 25, 2021, among the Company and our officers, directors, and LMFAO Sponsor, LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2021)
10.2		Promissory Note, dated November 6, 2020, issued to LMFAO Sponsor, LLC (incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on January 8, 2021)
10.3		Investment Management Trust Agreement, dated January 25, 2021, between the Company and Continental Stock Transfer & Trust Company, LLC, as trustee (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2021))
10.4		Registration Rights Agreement, dated January 25, 2021, among the Company, LMFAO Sponsor, LLC, and Maxim Partners LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2021))
10.5		Securities Subscription Agreement, dated November 6, 2020 between the Registrant and LMFAO Sponsor, LLC (incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on January 8, 2021)
10.6		Private Placement Warrants Purchase Agreement between the Company and LMFAO Sponsor, LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2021)
10.7		Form of Indemnity Agreement (Incorporated by reference to the Company’s Registration Statement on Form S-1/A filed with the SEC on January 19, 2021)
24.1*		Power of Attorney (included on the signature page herein).
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	LMF ACQUISITION OPPORTUNITIES INC..

Date: March 31, 2021	By:	/s/ Bruce M. Rodgers
		Bruce M. Rodgers
		Chief Executive Officer and Chairman of the Board

Name	Title	Date

/s/ Bruce M. Rodgers
Bruce M. Rodgers	Chief Executive Officer and Chairman of the Board of Directors
	(Principal Executive Officer)	March 31, 2021

/s/ Richard Russell
Richard Russell	Chief Financial Officer and Member of the Board of Directors
	(Principal Financial Officer and Principal Accounting Officer)	March 31, 2021

/s/ Bruce Bennett
Bruce Bennett	Member of the Board of Directors	March 31, 2021

/s/ Craig Burson
Craig Burson	Member of the Board of Directors	March 31, 2021

/s/ Martin A. Traber	Member of the Board of Directors	March 31, 2021
Martin A. Traber


				/s/ Bruce Rodgers
March 31, 2021				Bruce Rodgers
				CEO and Chief Executive Officer
				(Principal Executive Officer)


				/s/Bruce Rodgers
March 31, 2021				Bruce Rodgers
				CEO and Chief Executive Officer
				(Principal Executive Officer)