LMF Acquisition Opportunities Inc

The notes convert at 125% of the Nasdaq closing price on the trading day before announcement or the applicable closing date — a premium conversion, which is unusual and favourable to existing holders compared with the discounted structures elsewhere in this backlog. The accompanying warrants carry a $14.00 exercise price, as do Additional Warrants for up to 15,832 shares issued under a letter agreement, so the equity only arrives if the stock recovers substantially from the level implied by 4,363,031 shares outstanding.

Tripling the equity plan to 9,778,457 shares and clearing 10,840,761 shares of Series A warrants plus the Series B tranche together represent a very large expansion against a base implied by the 25,137,306-share quorum threshold — roughly 75 million shares outstanding. Every one of those instruments predates the reverse split the company would carry out weeks later, so the eventual per-share economics depend on a ratio holders had not yet been asked to approve.

The vote arithmetic is now stated too: 2,587,500 shares, about 20% of the outstanding, are committed under the Letter Agreement and the Sponsor Support Agreement, leaving only 3,933,001 shares. Closing still requires Available Closing Acquiror Cash of at least $15,000,000 and $5,000,001 of net tangible assets after redemptions, against a PIPE of $7,000,000 — 700,000 Class A shares at $10.00 plus warrants over 700,000 shares at $11.50. Assuming no redemptions, SeaStar Medical's stockholders take about 35.9% of the combined company and the PIPE investors about 3.2%.

Closing needs $15,000,000 of Available Closing Acquiror Cash and a $5,000,001 net-tangible-asset floor, against a PIPE of only $7,000,000 — 700,000 Class A shares at $10.00 plus warrants over 700,000 shares at $11.50, subscribed August 23, 2022. The sponsor has already paid $1,035,000 into trust to move the deadline from July 29 to October 29, 2022, and it holds 2,587,500 founder shares bought for $25,000, about $0.012 each, which the filing values at roughly $26.5 million on the August 18, 2022 close, plus $5,738,000 of private placement warrants at about $1.00 each.

The Exchange Ratio is defined off $85,000,000, less SeaStar Medical's indebtedness and less its transaction expenses in excess of $800,000 — a cap that does not apply to transaction bonuses payable to executives or to the financial advisory fee payable to Maxim Group LLC. Immediately before the effective time SeaStar Medical's convertible notes convert into its common stock and its Series A-1, Series A-2 and Series B preferred then converts at the then-applicable rates, so the ratio is applied to a fully converted share count.

The capital structure is unwound in a fixed order before any exchange ratio applies: SeaStar Medical's convertible notes convert into common stock first, and only immediately after that, and immediately before the effective time, do the Series A-1, Series A-2 and Series B convertible preferred shares convert. Anyone modelling dilution has to apply those two steps before the merger consideration. The meeting is entirely unfixed — location, address, hour, meridiem and date are all bracketed placeholders — so no meeting date is recorded.

The capital structure unwinds in a fixed order before any consideration is measured: every SeaStar Medical convertible note converts into common stock first, then the preferred converts immediately after that and immediately before the effective time, so the share count depends on the sequence rather than on a single snapshot. The vote is at a special meeting held in lieu of the 2022 annual meeting, and its notice leaves location, address, time and date as bracketed placeholders. The combined company would trade on Nasdaq as ICU and ICUW.

What changed: SeaStar Medical Holding Corporation, the LMF Acquisition Opportunities successor, said that on June 25, 2026 its compensation committee approved retention bonuses for Eric Schlorff and Kevin Chung, vesting one third on each of July 1, 2026, November 1, 2026 and March 1, 2027 subject to continued employment. Each also receives an extra 25% of each payment in common stock under the 2022 Omnibus Incentive Plan, priced at the close on the vesting date. Departure before a vesting date forfeits future payments; separation without cause gives a pro-rata amount. Why it matters: Retention programmes structured in three tranches through March 2027 are what a board puts in place when it fears key people will leave — usually because the company is in financial difficulty or facing a transaction. Paying a quarter of each instalment in stock priced on the vesting date preserves cash but adds dilution that grows if the share price falls. The filing notes this was part of a broader retention programme covering additional long-serving employees, so the concern is company-wide.