LMF Acquisition and SeaStar Medical entered a prepaid forward agreement with HB Strategies that would allow HB to purchase up to 700,000 shares in the open market, from holders other than LMF or affiliates.
HB has agreed to hold the recycled shares for the benefit of LMF and SeaStar until after the closing of their merger, which the SPAC’s shareholders approved last week. HB also may not own greater than 9.9% of issued and outstanding shares following the business combination.
In addition to the prepayment , HB would be paid directly from LMF’s trust account an amount equal to 50,000 multiplied by the redemption price for repayment of HB purchasing in the open market or reversing its redemption election prior to the closing, 50,000 additional shares that will be free and clear of all of HB’s obligations under the agreement.
The SPAC in an 8-K last week disclosed that 10,257,655 shares were redeemed aheahd of the SeaStar merger vote, wiping out all but about $3 million from the SPAC’s trust. However, other funding sources were expected to be sufficient to cover the minimum cash condition to close. Read more.
