Ocean Biomedical Faces Delisting Concerns

TL;DR

OCEAN BIOMEDICAL MAY BE DELISTED - CHECK LISTING STATUS ASAP!

AI Summary

Ocean Biomedical, Inc. filed an 8-K on May 22, 2024, reporting a notice of delisting or failure to satisfy a continued listing rule. The company, previously known as Aesther Healthcare Acquisition Corp., is incorporated in Delaware and operates in the pharmaceutical preparations sector.

Why It Matters

This filing indicates potential issues with Ocean Biomedical's compliance with stock exchange listing requirements, which could impact its stock trading and investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting directly threatens the company's ability to remain publicly traded, posing a significant risk to shareholders.

Key Numbers

• 001-40793 — SEC File Number (Identifies the company's filing with the SEC)

Key Players & Entities

• Ocean Biomedical, Inc. (company) — Registrant
• Aesther Healthcare Acquisition Corp. (company) — Former company name
• May 22, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — ction 12(b) of the Act: Common Stock, $0.0001 par value 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

• form8-k.htm (8-K) — 47KB
• ex99-1.htm (EX-99.1) — 11KB
• ex99-1_001.jpg (GRAPHIC) — 7KB
• 0001493152-24-021880.txt ( ) — 287KB
• ocea-20240522.xsd (EX-101.SCH) — 3KB
• ocea-20240522_def.xml (EX-101.DEF) — 26KB
• ocea-20240522_lab.xml (EX-101.LAB) — 36KB
• ocea-20240522_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 5KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2024 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 55 Claverick St. , Room 325 Providence , RI 02903 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (401) 444-7375 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Common Stock, $0.0001 par value OCEA The Nasdaq Stock Market LLC Warrants, each warrant exercisable for one share of common stock at an exercise price of $11.50 OCEAW The Nasdaq Stock Market LLC (Title of Each Class) (Trading Symbol) (Name of Each Exchange on Which Registered) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR 240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 3.01 N otice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing . On May 14, 2024, Ocean Biomedical, Inc. (the " Company ") filed a Notification of Late Filing on Form 12b-25 with the Securities Exchange Commission (the " SEC "), indicating that the filing of its Quarterly Report on Form 10- Q for the period ended December 31, 2023 (the " Form 10-K ") would be delayed, after determining that it was unable, without unreasonable effort or expense, to file the Form 10-Q by the due date of May 15, 2024. The Company received a notice (the " Notice ") on May 22, 2024 from The Nasdaq Stock Market LLC ("Nasdaq") stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the period ended March 31, 2024 (the "Form 10-Q"), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic reports with the Securities and Exchange Commission (the "SEC"). As previously reported in its SEC filings, Ocean Biomedical is delayed in filing the Form 10-Q as a result of previously disclosed developments with respect to filing of its 10-K for the year ended December 31, 2023. The current notice will have no immediate effect on the listing or trading of Ocean Biomedical's common stock on Nasdaq, although there can be no assurances that further delays in the filing of the Form 10-Q will not have an impact on the listing or trading of the company's common stock. Nasdaq indicated that the Company must: (i) no later than June 14, 2024, submit a plan to regain compliance with respect to the filing requirement; and (ii) on or before October 14, 2024, file the delinquent Form10-Q. The Company intends to file the delinquent Form 10-Q as soon as practicable. Item 7.01. Regulation FD Disclosure. On May 30, 2024, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Item 7.01, including in Exhibit 99.1 attached hereto, is "furnished" and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent such other filing specifically incorporates such information by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Description 99.1 Press Release dated May 30, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to

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View this 8-K filing on SEC EDGAR