| Item 4.01 | Changes in Registrant’s Certifying Accountant |
On April 21, 2022, LMF Acquisition Opportunities, Inc., a Delaware corporation (“LMAO”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among LMAO, LMF Merger Sub, Inc. a Delaware corporation and a wholly-owned subsidiary of LMAO (“Merger Sub”), and SeaStar Medical, Inc., a Delaware corporation (“SeaStar Medical”). Pursuant to the terms of the Merger Agreement, a business combination between LMAO and SeaStar Medical was effected through the merger of Merger Sub with and into SeaStar Medical, with SeaStar Medical surviving the merger as a wholly-owned subsidiary of LMAO (the “Business Combination”). Following the Business Combination, LMAO was renamed SeaStar Medical Holding Corporation (the “Company”). Prior to the Business Combination, MaloneBailey, LLP (“MaloneBailey”) served as principal accountant for LMAO, and Armanino LLP served as the principal accountant for SeaStar Medical.
On December 20, 2022, the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) appointed Armanino LLP (“KPMG”), SeaStar Medical’s principal accountant, to serve as the principal accountant to audit the Company’s financial statements and determined that MaloneBailey, LLP, LMAO’s principal accountant, will not continue as the Company’s principal accountant.
MaloneBailey’s report on LMAO’s financial statements for the year ended December 31, 2021, and the period from October 28, 2020 (inception) through December 31, 2020 did not contain an adverse opinion or a disclaimer of opinion, nor was either report qualified or modified as to uncertainty, audit scope or accounting principles.
During the period from October 28, 2020 (LMAO’s inception) through December 31, 2020, the year ended December 31, 2021 and the subsequent interim period through December 20, 2022, LMAO did not have any disagreements with MaloneBailey on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of MaloneBailey, would have caused it to make reference to the subject matter of the disagreement in connection with its report. No “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K) occurred during the period October 28, 2020 (LMAO’s inception) through December 31, 2020, the year ended December 31, 2021 or during the subsequent interim period.
October 28, 2020 (LMAO’s inception) through December 31, 2020, the year ended December 31, 2021 and the subsequent interim period through December 20, 2022, LMAO and the Company did not consult Armanino regarding: either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on LMAO’s or the Company’s financial statements; or any matter that was either the subject of a disagreement (as described above) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).
The Company provided MaloneBailey with a copy of the disclosures made pursuant to this Item 4.01 prior to the filing of this report, and requested MaloneBailey to furnish a letter addressed to the Securities and Exchange Commission, stating whether it agrees with such disclosures, and, if not, stating the respects in which it does not agree. The letter furnished by MaloneBailey in response to such request is attached to this report as Exhibit 16.1.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
