secwatch / observer
8-K filed February 15, 2023, 6:59 PM ET ticker OCEA CIK 0001869974
M&A confidence high sentiment neutral materiality 1.00

Ocean Biomedical, Inc. (OCEA): M&A transaction — Ocean Biomedical completes merger with Aesther; begins trading Feb 15 under OCEA

Ocean Biomedical, Inc.

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Elizabeth Ng

Chief Executive Officer and Class III Director
OCEA · Ocean Biomedical, Inc.
Effective
2023-02-15
Filed
February 15, 2023, 6:59 PM ET
Elizabeth Ng, MBA 66 Chief Executive Officer and Class III Director
Appointed

Chirinjeev Kathuria

Founder, Executive Chairman, Class III Director
OCEA · Ocean Biomedical, Inc.
Effective
2023-02-15
Filed
February 15, 2023, 6:59 PM ET
Dr. Chirinjeev Kathuria, M.D. 58 Founder, Executive Chairman, Class III Director
Appointed

Daniel Behr

Executive Vice President and Head of External Innovation and Academic Partnerships
OCEA · Ocean Biomedical, Inc.
Effective
2023-02-15
Filed
February 15, 2023, 6:59 PM ET
Daniel Behr, MBA 64 Executive Vice President and Head of External Innovation and Academic Partnerships
Appointed

William Owens

Class I Director
OCEA · Ocean Biomedical, Inc.
Effective
2023-02-15
Filed
February 15, 2023, 6:59 PM ET
William Owens (1)(3) 72 Class I Director
Appointed

Inderjote Kathuria

Chief Strategy Officer
OCEA · Ocean Biomedical, Inc.
Effective
2023-02-15
Filed
February 15, 2023, 6:59 PM ET
Inderjote Kathuria, M.D. 56 Chief Strategy Officer
Appointed

Martin D. Angle

Class II Director
OCEA · Ocean Biomedical, Inc.
Effective
2023-02-15
Filed
February 15, 2023, 6:59 PM ET
Martin D. Angle (1)(2) 72 Class II Director
Appointed

Jonathan Kurtis

Class I Director
OCEA · Ocean Biomedical, Inc.
Effective
2023-02-15
Filed
February 15, 2023, 6:59 PM ET
Jonathan Kurtis, M.D., Ph.D. 55 Class I Director
Appointed

Robert Sweeney

Chief Accounting Officer
OCEA · Ocean Biomedical, Inc.
Effective
2023-02-15
Filed
February 15, 2023, 6:59 PM ET
Robert Sweeney 57 Chief Accounting Officer
Appointed

Michelle Berrey

Class I Director
OCEA · Ocean Biomedical, Inc.
Effective
2023-02-15
Filed
February 15, 2023, 6:59 PM ET
Michelle Berrey, M.D., MPH (1)(2)(3) 56 Class I Director
Departed

Suren Ajjarapu

Chairman and Chief Executive Officer
OCEA · Ocean Biomedical, Inc.
Effective
2023-02-15
Filed
February 15, 2023, 6:59 PM ET
Suren Ajjarapu served as Aesther’s Chairman and Chief Executive Officer from Aesther’s inception in June 2021 until the Closing of the Business Combination.
Departed

Michael Peterson

Board Member
OCEA · Ocean Biomedical, Inc.
Effective
2023-02-15
Filed
February 15, 2023, 6:59 PM ET
Michael L. Peterson served on Aesther’s board of directors from September 2021 until the Business Combination.
Appointed

Jack A. Elias

Class II Director
OCEA · Ocean Biomedical, Inc.
Effective
2023-02-15
Filed
February 15, 2023, 6:59 PM ET
Dr. Jack A. Elias, M.D. 71 Class II Director
Appointed

Michael Peterson

Class II Director
OCEA · Ocean Biomedical, Inc.
Effective
2023-02-15
Filed
February 15, 2023, 6:59 PM ET
Michael Peterson 60 Class II Director
Appointed

Jerome Ringo

Class I Director
OCEA · Ocean Biomedical, Inc.
Effective
2023-02-15
Filed
February 15, 2023, 6:59 PM ET
Jerome Ringo (2)(3) 67 Class I Director
Appointed

Suren Ajjarapu

Class III Director
OCEA · Ocean Biomedical, Inc.
Effective
2023-02-15
Filed
February 15, 2023, 6:59 PM ET
Suren Ajjarapu 52 Class III Director
Appointed

Gurinder Kalra

Chief Financial Officer
OCEA · Ocean Biomedical, Inc.
Effective
2023-02-15
Filed
February 15, 2023, 6:59 PM ET
Gurinder Kalra, MBA 57 Chief Financial Officer

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Elizabeth Ng was appointed as Chief Executive Officer and Class III Director at Ocean Biomedical, Inc..

Action
appointed
Role
Chief Executive Officer and Class III Director
Exact text from the filing
Elizabeth Ng, MBA 66 Chief Executive Officer and Class III Director
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Chirinjeev Kathuria was appointed as Founder, Executive Chairman, Class III Director at Ocean Biomedical, Inc..

Action
appointed
Role
Founder, Executive Chairman, Class III Director
Exact text from the filing
Dr. Chirinjeev Kathuria, M.D. 58 Founder, Executive Chairman, Class III Director
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Daniel Behr was appointed as Executive Vice President and Head of External Innovation and Academic Partnerships at Ocean Biomedical, Inc..

Action
appointed
Role
Executive Vice President and Head of External Innovation and Academic Partnerships
Exact text from the filing
Daniel Behr, MBA 64 Executive Vice President and Head of External Innovation and Academic Partnerships
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

William Owens was appointed as Class I Director at Ocean Biomedical, Inc..

Action
appointed
Role
Class I Director
Exact text from the filing
William Owens (1)(3) 72 Class I Director
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Inderjote Kathuria was appointed as Chief Strategy Officer at Ocean Biomedical, Inc..

Action
appointed
Role
Chief Strategy Officer
Exact text from the filing
Inderjote Kathuria, M.D. 56 Chief Strategy Officer
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Martin D. Angle was appointed as Class II Director at Ocean Biomedical, Inc..

Action
appointed
Role
Class II Director
Exact text from the filing
Martin D. Angle (1)(2) 72 Class II Director
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Jonathan Kurtis was appointed as Class I Director at Ocean Biomedical, Inc..

Action
appointed
Role
Class I Director
Exact text from the filing
Jonathan Kurtis, M.D., Ph.D. 55 Class I Director
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Robert Sweeney was appointed as Chief Accounting Officer at Ocean Biomedical, Inc..

Action
appointed
Role
Chief Accounting Officer
Exact text from the filing
Robert Sweeney 57 Chief Accounting Officer
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Michelle Berrey was appointed as Class I Director at Ocean Biomedical, Inc..

Action
appointed
Role
Class I Director
Exact text from the filing
Michelle Berrey, M.D., MPH (1)(2)(3) 56 Class I Director
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.9

Suren Ajjarapu departed as Chairman and Chief Executive Officer at Ocean Biomedical, Inc..

Role
Chairman and Chief Executive Officer
Exact text from the filing
Suren Ajjarapu served as Aesther’s Chairman and Chief Executive Officer from Aesther’s inception in June 2021 until the Closing of the Business Combination.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.9

Michael Peterson departed as Board Member at Ocean Biomedical, Inc..

Role
Board Member
Exact text from the filing
Michael L. Peterson served on Aesther’s board of directors from September 2021 until the Business Combination.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Jack A. Elias was appointed as Class II Director at Ocean Biomedical, Inc..

Action
appointed
Role
Class II Director
Exact text from the filing
Dr. Jack A. Elias, M.D. 71 Class II Director
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Michael Peterson was appointed as Class II Director at Ocean Biomedical, Inc..

Action
appointed
Role
Class II Director
Exact text from the filing
Michael Peterson 60 Class II Director
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Jerome Ringo was appointed as Class I Director at Ocean Biomedical, Inc..

Action
appointed
Role
Class I Director
Exact text from the filing
Jerome Ringo (2)(3) 67 Class I Director
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Suren Ajjarapu was appointed as Class III Director at Ocean Biomedical, Inc..

Action
appointed
Role
Class III Director
Exact text from the filing
Suren Ajjarapu 52 Class III Director
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Gurinder Kalra was appointed as Chief Financial Officer at Ocean Biomedical, Inc..

Action
appointed
Role
Chief Financial Officer
Exact text from the filing
Gurinder Kalra, MBA 57 Chief Financial Officer
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Ocean Biomedical, Inc.: Amended and restated bylaws to make changes appropriate for a public operating company, including provisions for special meetings, proxy solicitation, director vacancies, board committees, and stockholder proposals.

Change
bylaw amendment
Exact text from the filing
upon the Closing, pursuant to the terms of the Business Combination Agreement, Aesther amended and restated its bylaws to make certain changes that the Board deems appropriate for a public operating company, including, but not limited to, changes to provisions relating to special meetings in lieu of annual meetings, proxy solicitation and voting, director vacancies and removals, Board committees and stockholder proposals.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Ocean Biomedical, Inc.: Amended Certificate filed with the Secretary of State of Delaware, effecting changes to the company's capital stock rights as described in the Proxy Statement.

Change
charter amendment
Exact text from the filing
On the Closing Date, Aesther filed its Amended Certificate with the Secretary of State of the State of Delaware.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.7

Ocean Biomedical, Inc.: Company expects the Board to adopt and approve a new Code of Business Conduct and Ethics applicable to all employees, officers, and directors.

Change
code of ethics
Exact text from the filing
the Company expects the Board to adopt and approve a new Code of Business Conduct and Ethics applicable to all employees, officers, and directors of the Company.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Ocean Biomedical, Inc.: Company ceased to be a shell company as a result of the Business Combination.

Change
shell status
Exact text from the filing
As a result of the Business Combination, the Company ceased to be a shell company as of the Closing.
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Ocean Biomedical, Inc. underwent a change of control involving Legacy Ocean for $233,554,320 (closed 2023-02-14).

Action
change of control
Counterparty
Legacy Ocean
Consideration
$233,554,320
Closing
2023-02-14
Exact text from the filing
as of immediately prior to the Closing approximately 23,355,432 shares of the Company’s Class A common stock (with a per-share value of $10.00) with an aggregate value equal to $233,554,320, as adjusted as required by the Business Combination Agreement to take into account net working capital, closing net debt and Legacy Ocean’s transaction expenses, in exchange for
View on SEC.gov

Browse all governance changes →

Ocean Biomedical, Inc. filing history →

Source: SEC EDGAR
accession 0001493152-23-005096
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