Ocean Biomedical Enters Material Definitive Agreement
Ticker: OCEA · Form: 8-K · Filed: Oct 17, 2024 · CIK: 1869974
Sentiment: neutral
Topics: material-agreement, filing-update
TL;DR
Ocean Biomedical signed a big deal on Oct 11th, filing an 8-K with financials.
AI Summary
Ocean Biomedical, Inc. entered into a Material Definitive Agreement on October 11, 2024. The filing also includes financial statements and exhibits related to this agreement. The company, formerly known as Aesther Healthcare Acquisition Corp., is incorporated in Delaware and operates in the Pharmaceutical Preparations sector.
Why It Matters
This filing indicates a significant new contract or partnership for Ocean Biomedical, which could impact its future operations and financial performance.
Risk Assessment
Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities, the specifics of which are not detailed in this initial filing.
Key Numbers
- 001-40793 — SEC File Number (Identifies the company's filing with the SEC)
- 87-1309280 — IRS Employer Identification No. (Company's tax identification number)
Key Players & Entities
- Ocean Biomedical, Inc. (company) — Registrant
- October 11, 2024 (date) — Date of earliest event reported
- Aesther Healthcare Acquisition Corp. (company) — Former company name
- Delaware (jurisdiction) — State of incorporation
- 2834 (industry_code) — Standard Industrial Classification
FAQ
What is the nature of the Material Definitive Agreement entered into by Ocean Biomedical, Inc.?
The filing states that Ocean Biomedical, Inc. entered into a Material Definitive Agreement on October 11, 2024, but the specific details of the agreement are not provided in this summary.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on October 11, 2024.
What were Ocean Biomedical, Inc.'s former company names?
Ocean Biomedical, Inc. was formerly known as Ocean Biomedical, Inc./DE and prior to that, Aesther Healthcare Acquisition Corp.
In which state is Ocean Biomedical, Inc. incorporated?
Ocean Biomedical, Inc. is incorporated in Delaware.
What is Ocean Biomedical, Inc.'s Standard Industrial Classification code?
Ocean Biomedical, Inc.'s Standard Industrial Classification code is 2834, which corresponds to Pharmaceutical Preparations.
Filing Stats: 918 words · 4 min read · ~3 pages · Grade level 14.8 · Accepted 2024-10-17 17:06:08
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
- $9 million — a fully-diluted basis, in exchange for $9 million in cash and/or equity (the "Aggregate C
- $960,000 — yable as follows: a. an amount equal to $960,000 shall be credited towards the Aggregate
Filing Documents
- form8-k.htm (8-K) — 43KB
- 0001493152-24-041436.txt ( ) — 264KB
- ocea-20241011.xsd (EX-101.SCH) — 3KB
- ocea-20241011_def.xml (EX-101.DEF) — 29KB
- ocea-20241011_lab.xml (EX-101.LAB) — 36KB
- ocea-20241011_pre.xml (EX-101.PRE) — 26KB
- 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): October 11, 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 1.01 Amendment to a Material Definitive Agreement On October 11, 2024, Ocean Biomedical, Inc.'s Board of Directors unanimously ratified the fully countersigned copy of a revised agreement with Virion Therapeutics (originally entered into in November 2023) received by it on September 26, 2024. Ocean shall receive that number of limited liability company units ("Common Interests") in Virion to cause its ownership in Virion to equal 22% of Virion's issued and outstanding membership interests on a fully-diluted basis, in exchange for $9 million in cash and/or equity (the "Aggregate Capital Contribution").The maximum total number of Common Interests available for purchase by Ocean pursuant to this Agreement is 10,933,155 Common Interests, of which 1,166,203 Common Interests (the "Initial Virion Interests") have already been issued by Virion to Ocean as of the Effective Date as a result of the capital contribution made to Virion described and which Initial Virion Interests represent 2.34% of the issued and outstanding Virion membership interests (the "Initial Percentage Interest") on a fully-diluted basis as of August 21st, 2024. The Aggregate Capital Contribution shall be payable as follows: a. an amount equal to $960,000 shall be credited towards the Aggregate Capital Contribution for amounts already received by Virion in connection with the Original Agreement, as of the Effective Date; and b. An amount equal to the aggregate proceeds actually received by Virion in connection with the sale of the 500,000 shares of common stock of Ocean ("Ocean Common Stock") owned by Virion as of the date of this Agreement (the "Existing Shares"), which shall be calculated as the number of Existing Shares sold by Virion multiplied by the closing price of such Existing Shares at the time of such sale. Virion agrees to sell the Existing Shares equal to 5% or less of the volume of sales of OCEA stock on the NASDAQ Capital Market on any given trading day, and in full compliance with Rule 144. In the event the amount of cash actually received by Virion (collectively, the "Actual Contributions") as of April 1, 2025 (the "Final Contribution Date"), is less than the Aggregate Capital Contribution, Ocean shall have the option, but not the obligation, to make additional capital contributions to Virion, up to an amount equal to the difference between the Aggregate Capital Contribution and the Actual Contributions (the "Final Contribution Amount"). The ownership percentage held, and the number of Common Interests owned, by Ocean shall be determined based upon the Actual Contributions made plus any Final Contribution Amount (collectively, the "Actual Aggregate Capital Contribution") paid to Virion as of the date such calculation is made. The Final Contribution Amount may be paid, at Ocean's election, in cash, through the issuance to Virion of additional shares of Ocean Common