LMF ACQUISITION OPPORTUNITIES, INC. Item 1.01. Entry into a Material Definitive Agreement
On
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company's Registration Statement on Form S-1 (File No. 333-251962) (as amended, the "Registration Statement"):
• the Underwriting Agreement, a copy of which is attached as Exhibit
1.1 hereto and incorporated herein by reference;
• a Warrant Agreement, dated January 25, 2021 , between the Company and
Continental Stock Transfer & Trust Company , as warrant agent, a copy
of which is attached as Exhibit 4.1 hereto and incorporated herein
by reference;
• a Letter Agreement, dated January 25, 2021 , among the Company, its
officers and directors and the Company's sponsor, LMFAO Sponsor,
LLC , a Florida limited liability company (the "Sponsor"), a copy of
which is attached as Exhibit 10.1 hereto and incorporated herein by
reference;
• an Investment Management Trust Agreement, dated January 25, 2021 ,
between the Company and Continental Stock Transfer & Trust Company,
LLC , a copy of which is attached as Exhibit 10.2 hereto and
incorporated herein by reference;
• a Registration Rights Agreement, dated January 25, 2021 , among the
Company, the Sponsor and Maxim Partners LLC , a copy of which is
attached as Exhibit 10.3 hereto and incorporated herein by
reference; and
• a Private Placement Warrants Purchase Agreement, dated January 25,
2021 , between the Company and the Sponsor, a copy of which is
attached as Exhibit 10.4 hereto (the "Private Placement Warrants
Purchase Agreement") and incorporated herein by reference.
Item 3.02 Unregistered Sales of
Simultaneously with the closing of the IPO, pursuant to the Private Placement
Warrants Purchase Agreement, the Company completed the private sale of an
aggregate of 5,738,000 warrants, including 540,000 warrants issued in connection
with the exercise in full of the Underwriter's over-allotment option (the
"Private Placement Warrants"), to the Sponsor at a purchase price of
Also simultaneous with the closing of the IPO, pursuant to the Underwriting Agreement, we issued 103,500 shares of Class A Common Stock to the Underwriter as compensation under the Underwriting Agreement. No underwriting discounts or commissions were paid with respect to such issuance. The
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issuance of the shares of Class A Common Stock to the Underwriter was made pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On
Item 8.01. Other Events.
The Company placed a total of
On
On
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit Number Description 1.1 Underwriting Agreement, dated as ofJanuary 25, 2021 , between the Company andMaxim Group LLC . 3.1 Amended and Restated Certificate of Incorporation of the Company. 4.1 Warrant Agreement, datedJanuary 25, 2021 , between the Company andContinental Stock Transfer & Trust Company . 10.1 Letter Agreement, datedJanuary 25, 2021 , among the Company and its officers, its directors and the Sponsor . 10.2 Investment Management Trust Agreement, datedJanuary 25, 2021 , between the Company andContinental Stock Transfer & Trust Company , as trustee. 10.3 Registration Rights Agreement, datedJanuary 25, 2021 , among the Company, theSponsor and Maxim Partners LLC . 10.4 Private Placement Warrants Purchase Agreement, datedJanuary 25, 2021 , between the Company and the Sponsor. 99.1 Press Release, datedJanuary 25, 2021 . 99.2 Press Release, datedJanuary 28, 2021 . *** 4
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