--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-23-005096" form_type: "8-K" ticker: "OCEA" cik: "0001869974" company_name: "Ocean Biomedical, Inc." filed_at: "2023-02-15T23:59:59+00:00" generated_at: "2026-06-19T12:12:13.152221+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Ocean Biomedical completes merger with Aesther; begins trading Feb 15 under OCEA ## Summary - Legacy Ocean holders received ~23.36M shares valued at ~$233.6M at $10/share in merger. - Public stockholders redeemed 10.39M shares at ~$10.56/share, paying ~$58.85M from trust. - Earnout: up to 19M additional shares if VWAP exceeds $15, $17.50, or $20 over 36 months. - Post-combination shares: 34.76M common; warrants for 11.28M shares. - Lock-up agreements with Poseidon Bio and Dr. Kathuria for one year or price condition met. ## SEC filing metadata - accession: 0001493152-23-005096 - form_type: 8-K - ticker: OCEA - cik: 0001869974 - company_name: Ocean Biomedical, Inc. - filed_at: 2023-02-15T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.01, 5.02, 3.02, 9.01, 4.01, 2.03, 3.03, 5.01, 5.03, 5.05, 5.06 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1869974/000149315223005096/0001493152-23-005096-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1869974/000149315223005096/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-23-005096 - JSON: https://secwatch.observer/filing/0001493152-23-005096.json - Plain text: https://secwatch.observer/filing/0001493152-23-005096.txt ## Key facts - Executive change 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 source text: Elizabeth Ng, MBA 66 Chief Executive Officer and Class III Director evidence_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223005096/0001493152-23-005096-index.htm - Executive change Chirinjeev Kathuria was appointed as Founder, Executive Chairman, Class III Director at Ocean Biomedical, Inc.. - Action: appointed - Role: Founder, Executive Chairman, Class III Director source text: Dr. Chirinjeev Kathuria, M.D. 58 Founder, Executive Chairman, Class III Director evidence_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223005096/0001493152-23-005096-index.htm - Executive change 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 source text: Daniel Behr, MBA 64 Executive Vice President and Head of External Innovation and Academic Partnerships evidence_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223005096/0001493152-23-005096-index.htm - Executive change William Owens was appointed as Class I Director at Ocean Biomedical, Inc.. - Action: appointed - Role: Class I Director source text: William Owens (1)(3) 72 Class I Director evidence_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223005096/0001493152-23-005096-index.htm - Executive change Inderjote Kathuria was appointed as Chief Strategy Officer at Ocean Biomedical, Inc.. - Action: appointed - Role: Chief Strategy Officer source text: Inderjote Kathuria, M.D. 56 Chief Strategy Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223005096/0001493152-23-005096-index.htm - Executive change Martin D. Angle was appointed as Class II Director at Ocean Biomedical, Inc.. - Action: appointed - Role: Class II Director source text: Martin D. Angle (1)(2) 72 Class II Director evidence_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223005096/0001493152-23-005096-index.htm - Executive change Jonathan Kurtis was appointed as Class I Director at Ocean Biomedical, Inc.. - Action: appointed - Role: Class I Director source text: Jonathan Kurtis, M.D., Ph.D. 55 Class I Director evidence_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223005096/0001493152-23-005096-index.htm - Executive change Robert Sweeney was appointed as Chief Accounting Officer at Ocean Biomedical, Inc.. - Action: appointed - Role: Chief Accounting Officer source text: Robert Sweeney 57 Chief Accounting Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223005096/0001493152-23-005096-index.htm - Executive change Michelle Berrey was appointed as Class I Director at Ocean Biomedical, Inc.. - Action: appointed - Role: Class I Director source text: Michelle Berrey, M.D., MPH (1)(2)(3) 56 Class I Director evidence_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223005096/0001493152-23-005096-index.htm - Executive change Suren Ajjarapu departed as Chairman and Chief Executive Officer at Ocean Biomedical, Inc.. - Role: Chairman and Chief Executive Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223005096/0001493152-23-005096-index.htm - Executive change Michael Peterson departed as Board Member at Ocean Biomedical, Inc.. - Role: Board Member source text: Michael L. Peterson served on Aesther’s board of directors from September 2021 until the Business Combination. evidence_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223005096/0001493152-23-005096-index.htm - Executive change Jack A. Elias was appointed as Class II Director at Ocean Biomedical, Inc.. - Action: appointed - Role: Class II Director source text: Dr. Jack A. Elias, M.D. 71 Class II Director evidence_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223005096/0001493152-23-005096-index.htm - Executive change Michael Peterson was appointed as Class II Director at Ocean Biomedical, Inc.. - Action: appointed - Role: Class II Director source text: Michael Peterson 60 Class II Director evidence_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223005096/0001493152-23-005096-index.htm - Executive change Jerome Ringo was appointed as Class I Director at Ocean Biomedical, Inc.. - Action: appointed - Role: Class I Director source text: Jerome Ringo (2)(3) 67 Class I Director evidence_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223005096/0001493152-23-005096-index.htm - Executive change Suren Ajjarapu was appointed as Class III Director at Ocean Biomedical, Inc.. - Action: appointed - Role: Class III Director source text: Suren Ajjarapu 52 Class III Director evidence_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223005096/0001493152-23-005096-index.htm - Executive change Gurinder Kalra was appointed as Chief Financial Officer at Ocean Biomedical, Inc.. - Action: appointed - Role: Chief Financial Officer source text: Gurinder Kalra, MBA 57 Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223005096/0001493152-23-005096-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223005096/0001493152-23-005096-index.htm - Governance Changes 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 source text: On the Closing Date, Aesther filed its Amended Certificate with the Secretary of State of the State of Delaware. evidence_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223005096/0001493152-23-005096-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223005096/0001493152-23-005096-index.htm - Governance Changes Ocean Biomedical, Inc.: Company ceased to be a shell company as a result of the Business Combination. - Change: shell status source text: As a result of the Business Combination, the Company ceased to be a shell company as of the Closing. evidence_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223005096/0001493152-23-005096-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223005096/0001493152-23-005096-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.