Ocean Biomedical Files Q1 2024 10-Q

TL;DR

**Ocean Biomedical Q1 2024 10-Q filed. Financials and updates out.**

AI Summary

Ocean Biomedical, Inc. filed its 10-Q for the period ending March 31, 2024. The company, formerly known as Aesther Healthcare Acquisition Corp., is involved in the pharmaceutical preparations industry. The filing details financial information and operational updates for the first quarter of 2024.

Why It Matters

This filing provides investors and stakeholders with the latest financial performance and disclosures for Ocean Biomedical, Inc. during the first quarter of 2024.

Risk Assessment

Risk Level: medium — As a pharmaceutical preparations company, Ocean Biomedical faces inherent risks related to drug development, regulatory approvals, and market competition.

Key Numbers

• 20240331 — Reporting Period End Date (Indicates the end of the fiscal quarter for which financial information is reported.)
• 20241223 — Filing Date (The date the 10-Q report was officially submitted to the SEC.)

Key Players & Entities

• Ocean Biomedical, Inc. (company) — Filer of the 10-Q
• Aesther Healthcare Acquisition Corp. (company) — Former name of Ocean Biomedical, Inc.
• 20240331 (date) — End of the reporting period
• 20241223 (date) — Filing date
• 515 MADISON AVE SUITE 8078 (address) — Business and mailing address
• NEW YORK (location) — City of business and mailing address
• 10022 (zip_code) — Zip code of business and mailing address
• (646) 908-2658 (phone_number) — Business phone number

FAQ

Key Financial Figures

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

Filing Documents

• form10-q.htm (10-Q) — 1224KB
• ex10-1.htm (EX-10.1) — 25KB
• ex10-2.htm (EX-10.2) — 3KB
• 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
• ex10-2_001.jpg (GRAPHIC) — 1697KB
• ex10-2_002.jpg (GRAPHIC) — 73KB
• 0001493152-24-051207.txt ( ) — 9422KB
• ocea-20240331.xsd (EX-101.SCH) — 61KB
• ocea-20240331_cal.xml (EX-101.CAL) — 50KB
• ocea-20240331_def.xml (EX-101.DEF) — 331KB
• ocea-20240331_lab.xml (EX-101.LAB) — 431KB
• ocea-20240331_pre.xml (EX-101.PRE) — 376KB
• form10-q_htm.xml (XML) — 1052KB

Financial Statements (unaudited)

Financial Statements (unaudited) 4 Condensed Consolidated Balance Sheets 4 Condensed Consolidated Statements of Operations 5 Condensed Consolidated Statements of Stockholders' Deficit 6 Condensed Consolidated Statements of Cash Flows 7 Notes to Unaudited Condensed Consolidated Financial Statements 8 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 37 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 53 Item 4.

Controls and Procedures

Controls and Procedures 53 PART II. OTHER INFORMATION 55 Item 1.

Legal Proceedings

Legal Proceedings 55 Item 1A.

Risk Factors

Risk Factors 55 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 57 Item 6. Exhibits 58

Signatures

Signatures 59 2 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this "Report"), including the section entitled " Management's Discussion and Analysis of Financial Condition and Results of Operations ," contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such statements are made pursuant to the safe harbor provisions contained therein. These forward-looking statements relate to current expectations and strategies, future operations, future financial positioning, future revenue, projected costs, prospects, current plans, current objectives of management and expected market growth, and involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from expectations, estimates, and projections expressed or implied by these forward-looking statements and, consequently, you should not rely on these forward-looking statements as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability of future events. All statements contained in this Report, other than and plans and our objectives for future operations, are forward-looking statements. The words "may," "should," "could," "predict," "potential," "plan," "seeks," "believe," "will likely result," "expect," "continue," "will continue," "will," "will be," "anticipate," "seek," "estimate," "intend," "plan," "projection," "would," "outlook," and similar expressions that convey uncertainty of future events or outcomes, or the negative version of those words or phrases or other compa

forward-looking statements. The absence of such words does not mean that a statement is not forward-looking

forward-looking statements. The absence of such words does not mean that a statement is not forward-looking. You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors including those below in this Report under the caption " Risk Factors " and in our Annual Report on Form 10-K for the year ended December 31, 2023, under the captions " Cautionary Note Regarding Forward-Looking Statements " and " Risk Factors ." These factors and the other risk factors described in our periodic and current reports filed with the U.S. Securities and Exchange Commission ("SEC") from time to time, however, are not necessarily all of the important factors that could cause our actual results, performance, or achievements to differ materially from those expressed in or implied by any of our forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Report. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These reasonable basis

Business

Business Combination Agreement On February 14, 2023, Aesther Healthcare Acquisition Corp. ("AHAC") completed the acquisition of Ocean Biomedical Holdings, Inc. ("Legacy Ocean") pursuant to the definitive agreement dated August 31, 2022, and as amended on December 5, 2022 (the "Business Combination Agreement"), by and among, AHAC, AHAC Merger Sub Inc., a wholly-owned subsidiary of AHAC, Aesther Healthcare Sponsor, LLC, Legacy Ocean, and Dr. Chirinjeev Kathuria (the "Closing"). Upon Closing, AHAC Merger Sub Inc. merged with and into Legacy Ocean, with Legacy Ocean surviving the merger as a wholly-owned subsidiary of AHAC. AHAC changed its name from "Aesther Healthcare Acquisition Corp." to "Ocean Biomedical, Inc." and is referred to herein as "the Company." Unless context otherwise requires, the reference to "AHAC" refers to the Company prior to Closing. Under the Business Combination Agreement, the Company acquired all outstanding capital stock of Legacy Ocean for approximately $ 240.0 million, in aggregate consideration before transaction and other fees, which Legacy Ocean stockholders received in the form of shares of common stock of the Company (the consummation of the business combination and other transactions contemplated by the Business Combination Agreement, collectively, the "Business Combination"). The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). Under this method of accounting, AHAC, which is the legal acquirer, is treated as the "acquired" company for financial reporting purposes and Legacy Ocean is treated as the accounting acquirer. The net assets of AHAC are stated at historical cost, with no goodwill or other intangible assets recorded. All historical financial information presented in the condensed consolidated financial statements represents Legacy Ocean and its wholly-owned subsidiaries as Legacy Ocean is the predecessor to the Company. The

financial statements should be read in conjunction with the consolidated financial statements and related notes in the

financial statements should be read in conjunction with the consolidated financial statements and related notes in the Company's 2023 Annual Report on Form 10-K, filed with the SEC on November 25, 2024. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of all intercompany accounts and transactions. The subsidiaries were formed to organize the Company's therapeutic programs in order to optimize multiple commercialization options and to maximize each program's value. 9 Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of these financial statements and reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, as applicable, including those related to the fair values of the Company's common stock and related stock-based compensation and the valuation of (i) the Backstop Put Option Liability and Fixed Maturity Consideration (both as defined below) and (ii) the 2023 Convertible Note, SPA Warrant, and Ayrton Note Purchase Option (each as defined in Note 7 , Senior Secured Convertible Notes ). The Company bases its estimates using Company forecasts and future plans, current economic conditions, and information from third-party professionals that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities and recorded amounts of expenses that are not readily apparent from other sources and adjusts those estimates and assumptions when facts and circumstances dictate. The Company's results can also be affected by economic, political,

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View this 10-Q filing on SEC EDGAR