Ocean Biomedical, Inc. Files 10-Q/A Amendment

TL;DR

<b>Ocean Biomedical, Inc. has filed an amended 10-Q report for the period ending March 31, 2023.</b>

AI Summary

Ocean Biomedical, Inc. (OCEA) filed a Amended Quarterly Report (10-Q/A) with the SEC on April 15, 2024. Ocean Biomedical, Inc. filed a 10-Q/A amendment on April 15, 2024. The filing pertains to the period ending March 31, 2023. The company was formerly known as Aesther Healthcare Acquisition Corp. The company's SIC code is 2834 (Pharmaceutical Preparations). The filing includes information related to common stock, warrants, and backstop agreements.

Why It Matters

For investors and stakeholders tracking Ocean Biomedical, Inc., this filing contains several important signals. This amendment indicates a need for clarification or correction of previously filed information, which could impact investor understanding of the company's financial status and recent activities. The inclusion of details about backstop agreements and past corporate names suggests ongoing or recent significant corporate actions that warrant investor attention.

Risk Assessment

Risk Level: — Ocean Biomedical, Inc. shows moderate risk based on this filing. The filing is an amendment to a previous report, suggesting potential inaccuracies or omissions in the original filing, but it does not contain new financial results or significant negative disclosures.

Analyst Insight

Investors should review the specific changes made in this 10-Q/A filing to understand any restatements or clarifications provided by Ocean Biomedical, Inc.

Key Numbers

• 2834 — SIC Code (Pharmaceutical Preparations)
• 001-40793 — SEC File Number (Ocean Biomedical, Inc.)

Key Players & Entities

• Ocean Biomedical, Inc. (company) — Filer name
• Aesther Healthcare Acquisition Corp. (company) — Former company name
• 0001493152-24-014676 (other) — Accession Number
• 2024-04-15 (date) — Filing date
• 2023-03-31 (date) — Period of report

FAQ

Industry Context

Ocean Biomedical, Inc. operates within the pharmaceutical preparations industry, focusing on the development and commercialization of pharmaceutical products.

Regulatory Implications

The company is subject to standard SEC reporting requirements for publicly traded companies, including the filing of quarterly reports (10-Q) and amendments (10-Q/A).

What Investors Should Do

1. Review the specific amendments made in the 10-Q/A filing for any restatements or corrections.
2. Investigate the company's historical name changes and their implications.
3. Understand the business activities related to pharmaceutical preparations and any associated agreements mentioned.

Year-Over-Year Comparison

This is an amended filing (10-Q/A), indicating a revision or supplement to a previously submitted 10-Q report for the period ending March 31, 2023.

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share OCEA The NASDAQ Stock M
• $11.50 — of common stock at an exercise price of $11.50 OCEAW The NASDAQ Stock Market LLC

Filing Documents

• form10-qa.htm (10-Q/A) — 1515KB
• ex31-1.htm (EX-31.1) — 18KB
• ex31-2.htm (EX-31.2) — 18KB
• ex32-1.htm (EX-32.1) — 8KB
• ex32-2.htm (EX-32.2) — 8KB
• 0001493152-24-014676.txt (&nbsp;) — 7638KB
• aeha-20230331.xsd (EX-101.SCH) — 54KB
• aeha-20230331_cal.xml (EX-101.CAL) — 47KB
• aeha-20230331_def.xml (EX-101.DEF) — 297KB
• aeha-20230331_lab.xml (EX-101.LAB) — 399KB
• aeha-20230331_pre.xml (EX-101.PRE) — 350KB
• form10-qa_htm.xml (XML) — 1196KB

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 60 ITEM 4.

Controls and Procedures

Controls and Procedures 61 PART II 62 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 62 ITEM 5. Other Information 63 ITEM 6. Exhibits 64 2 PART I — FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. OCEAN BIOMEDICAL, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Restated) (in thousands, except share and per share amounts) (Unaudited) March 31, December 31, 2023 (as Restated) 2022 Assets Current assets Cash $ 306 $ 34 Deferred offering costs — 1,808 Total current assets 306 1,842 Non-current assets Total assets $ 306 $ 1,842 Liabilities and stockholders' deficit Current liabilities Accounts payable and accrued expenses $ 15,751 $ 11,440 Accrued expenses-related party 927 445 Short term loan-related party 500 — Short term loans, net of issuance costs 6,569 776 Total current liabilities 23,747 Noncurrent liabilities Backstop Put Option Liability 28,020 — Fixed Maturity Consideration 3,292 — Total noncurrent liabilities 31,312 Total liabilities 55,059 12,661 Commitments and contingencies (Note 5) - Stockholders' deficit Preferred stock, $ 0.0001 par value; 10,000,000 and no shares authorized as of March 31, 2023 and December 31, 2022, respectively, and no shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively — — Common stock, $ 0.0001 par value; 300,000,000 and 180,564,262 shares authorized as of March 31, 2023 and December 31, 2022, respectively, 33,774,467 and 23,355,432 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively — — Additional paid-in capital 98,928 70,770 Accumulated deficit ( 153,681 ) ( 81,589 ) Total stockholders' deficit ( 54,753 ) ( 10,819 ) Total liabilities and stockholders' deficit $ 306 $ 1,842 See accompanying notes to the restated unaudited condensed consolidated financial statements. 3 OCEAN BIOMEDI

Business

Business Combination Agreement On February 14, 2023 (the "Closing Date"), the Company consummated the previously announced Business Combination, pursuant to that certain Agreement and Plan of Merger, dated August 31, 2022, as amended on December 5, 2022 by Amendment No. 1, by and among the registrant, AHAC Merger Sub, Inc., a Delaware corporation ("Merger Sub"), Aesther Healthcare Sponsor, LLC, in its capacity as purchaser representative (the "Sponsor"), Legacy Ocean, and Dr. Chirinjeev Kathuria, in his capacity as seller representative (the "Business Combination Agreement"). Pursuant to the Business Combination Agreement, on the Closing Date, Merg er Sub merged with and into Legacy Ocean, with Legacy Ocean continuing as the surviving entity and a wholly-owned subsidiary of the registrant. In connection with the closing of the Business Combination (the "Closing"), the Company changed its name from "Aesther Healthcare Acquisition Corp." to "Ocean Biomedical, Inc." Accounting for the Business Combination The Business Combination is accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). Under this method of accounting, AHAC, who is the legal acquirer, is treated as the "acquired" company for financial reporting purposes and Legacy Ocean is treated as the accounting acquirer. (References to "AHAC" refer to Aesther Healthcare Acquisition Corp. prior to the Closing of the Business Combination.) Legacy Ocean has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances: Legacy Ocean's existing stockholders have the largest portion of voting interest in the Company; Legacy Ocean's senior management comprises the senior management of the Company; the members of the Board of Directors of the Company nominated by Legacy Ocean represent the majority of the Board of Directors of the Company; Legacy Ocean's operations comprise the ongoing operations

View Full Filing

View this 10-Q/A filing on SEC EDGAR