{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-23-003801","form_type":"8-K","ticker":"OCEA","cik":"0001869974","company_name":"Ocean Biomedical, Inc.","filed_at":"2023-02-07T23:59:59+00:00","discovered_at":"2026-05-14T18:03:47.283334+00:00","generated_at":"2026-06-19T23:13:03.001862+00:00","sec_items":["5.07","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Aesther Healthcare shareholders approve all proposals for Ocean Biomedical merger","bullets":["Business combination proposal approved: 9,006,495 votes For (76%), 2,892,795 Against (24%), 0 Abstain.","Charter amendment, Nasdaq listing, incentive plan, and ESPP proposals each passed with majority support.","Eleven directors elected to staggered terms: 9,006,516 For, 2,317,396 Against, 575,373 Abstain.","Adjournment proposal also approved; meeting held Feb 3, 2023; merger closing subject to conditions."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-23-003801","json":"https://secwatch.observer/filing/0001493152-23-003801.json","markdown":"https://secwatch.observer/filing/0001493152-23-003801.md","text":"https://secwatch.observer/filing/0001493152-23-003801.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1869974/000149315223003801/0001493152-23-003801-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1869974/000149315223003801/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-19T23:13:03.001862+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"2af0d68bfe37e44e3db1d24e97a0b1383eec8859","claim":"Ocean Biomedical, Inc. shareholders approved Adjournment Proposal - to adjourn the Special Meeting if necessary at the 2023-02-03 meeting.","evidence_excerpt":"7 – Adjournment Proposal The Shareholders approved the Adjournment Proposal, as defined in the Proxy Statement, to adjourn the Special Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by Aesther that more time is necessary or appropriate to approve one or more Proposals at the Special Meeting. The following is a tabulation of the voting results: Common Against Abstentions Broker (24%) 0 (0%) –","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1869974/000149315223003801/0001493152-23-003801-index.htm","confidence":0.7,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-02-03"}],"fact_type":"shareholder_vote"},{"claim_id":"446372f117a078deb058852e3268168d6221e6fa","claim":"Ocean Biomedical, Inc. shareholders approved Charter Amendment Proposal - to adopt and amend the Third Amended and Restated Certificate of Incorporation at the 2023-02-03 meeting.","evidence_excerpt":"2 – Charter Amendment Proposal The Shareholders approved the Charter Amendment Proposal (including the Share Increase Amendment), each as defined in the Proxy Statement, to adopt and amend the Third Amended and Restated Certificate of Incorporation of Aesther Healthcare Acquisition Corp., which shall become effective upon the Closing of the Transaction. The following is a tabulation of the voting results: Common Non-Votes 9,006,495 (24%) 10 (0.00008%) –","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1869974/000149315223003801/0001493152-23-003801-index.htm","confidence":0.7,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-02-03"}],"fact_type":"shareholder_vote"},{"claim_id":"59b81375d60a62866e51793f85c028bfd1b86257","claim":"Ocean Biomedical, Inc. shareholders approved Election of Directors Proposal - to elect eleven directors to serve staggered terms at the 2023-02-03 meeting.","evidence_excerpt":"6 – Election of Directors Proposal The Shareholders approved the Election of Directors Proposal, as defined in the Proxy Statement, to elect eleven directors to serve staggard terms on the Aesther’s board of directors until the 2023, 2024, and 2025 annual meetings of the stockholders, respectively, and until their respective successors are duly elected and qualified. The following is a tabulation of the voting results: Common Stock: Votes For Votes Against Abstentions Broker Non-Votes 9,006,516 (76%) 2,317,396 (20%) 575,373 (4%) –","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1869974/000149315223003801/0001493152-23-003801-index.htm","confidence":0.7,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-02-03"}],"fact_type":"shareholder_vote"},{"claim_id":"8a24903f45f7fcd448c4d2ccade550ef031d0cfa","claim":"Ocean Biomedical, Inc. shareholders approved Employee Stock Purchase Plan Proposal - to approve the Employee Stock Purchase Plan at the 2023-02-03 meeting.","evidence_excerpt":"5 – Employee Stock Purchase Plan Proposal The Shareholders approved the Employee Stock Purchase Plan Proposal, as defined in the Proxy Statement, to approve the Employee Stock Purchase Plan (a copy of the 2022 Equity Incentive Plan is attached to the Proxy Statement as Annex D). The following is a tabulation of the voting results: Common Non-Votes 9,006,496 (76%) 2,317,396 (20%) 575,373 (4%) – 2","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1869974/000149315223003801/0001493152-23-003801-index.htm","confidence":0.7,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-02-03"}],"fact_type":"shareholder_vote"},{"claim_id":"9d3b9cea97bdd2338739ccec06158977b7244103","claim":"Ocean Biomedical, Inc. shareholders approved Incentive Plan Proposal - to approve the 2022 Equity Incentive Plan at the 2023-02-03 meeting.","evidence_excerpt":"4 – Incentive Plan Proposal The Shareholders approved the Incentive Plan Proposal, as defined in the Proxy Statement, to approve the 2022 Equity Incentive Plan (a copy of the 2022 Equity Incentive Plan is attached to the Proxy Statement as Annex C). The following is a tabulation of the voting results: Common Non-Votes 8,440,398 (71%) 3,458,867 (29%) 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1869974/000149315223003801/0001493152-23-003801-index.htm","confidence":0.7,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-02-03"}],"fact_type":"shareholder_vote"},{"claim_id":"b4517bcc21ecba59593cc58cce949df912dc1c5d","claim":"Ocean Biomedical, Inc. shareholders approved Business Combination Proposal - to adopt and approve the Merger Agreement at the 2023-02-03 meeting.","evidence_excerpt":"Proposal 1- Business Combination Proposal The Shareholders approved the Business Combination Proposal, as defined in the Proxy Statement, to adopt and approve the Merger Agreement pursuant to which at the closing of the Transaction, Merger Sub will merge with and into Ocean Biomedical. The following is a tabulation of the voting results: Common (24%) 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1869974/000149315223003801/0001493152-23-003801-index.htm","confidence":0.7,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"merger approval"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-02-03"}],"fact_type":"shareholder_vote"},{"claim_id":"ed149a716750a20b3917dcab0a3d383feeb08d99","claim":"Ocean Biomedical, Inc. shareholders approved Nasdaq Proposal - to approve issuance of more than 20% of Class A common stock and resulting change in control at the 2023-02-03 meeting.","evidence_excerpt":"3 – Nasdaq Proposal The Shareholders approved the Nasdaq Proposal, as defined in the Proxy Statement, to approve for purposes of complying with Nasdaq Listing Rules 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Class A common stock and the resulting change in control in connection with the Transaction between Aesther and White Lion Capital LLC. The following is a tabulation of the voting results: Common (24%) 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1869974/000149315223003801/0001493152-23-003801-index.htm","confidence":0.7,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-02-03"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}