secwatch / observer
8-K filed February 17, 2023, 6:59 PM ET ticker OCEA CIK 0001869974
other material confidence high sentiment neutral materiality 0.50

Ocean Biomedical enters share purchase assignments and subscription with Meteora and Polar

Ocean Biomedical, Inc.

item 1.01item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Ocean Biomedical, Inc. entered into Assignment and Novation Agreement (Polar Agreement) with Polar Multi-Strategy Master Fund valued at Vellar assigned its obligation to purchase 2,000,000 shares of Class A Common Stock under the Backst (effective 2023-02-13).

Action
entry
Agreement
equity purchase
Counterparty
Polar Multi-Strategy Master Fund
Value
Vellar assigned its obligation to purchase 2,000,000 shares of Class A Common Stock under the Backst
Effective
2023-02-13
Exact text from the filing
On February 13, 2023, the Company, Vellar and the Target entered into an assignment and novation agreement with Polar Multi-Strategy Master Fund (" Polar ") (the " Polar Agreement ") pursuant to which Vellar assigned its obligations as to 2,000,000 shares of the Class A Common Stock of the Company to be purchased under the Backstop Agreement to Polar.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Ocean Biomedical, Inc. entered into Assignment and Novation Agreement (Meteora Agreement) with Meteora Special Opportunity Fund I, LP, Meteora Select Trading Opportunities Master, LP and Meteora Capital Partners, LP valued at Vellar assigned its obligation to purchase 2,666,667 shares of Class A Common Stock under the Backst (effective 2023-02-13).

Action
entry
Agreement
equity purchase
Counterparty
Meteora Special Opportunity Fund I, LP, Meteora Select Trading Opportunities Master, LP and Meteora Capital Partners, LP
Value
Vellar assigned its obligation to purchase 2,666,667 shares of Class A Common Stock under the Backst
Effective
2023-02-13
Exact text from the filing
On February 13, 2023, the Company, Vellar and the Target entered into an assignment and novation agreement with Meteora Special Opportunity Fund I, LP, Meteora Select Trading Opportunities Master, LP and Meteora Capital Partners, LP (collectively " Meteora ") (the " Meteora Agreement "), pursuant to which Vellar assigned its obligation as to 2,666,667 shares of the Class A Common Stock of the Company to be purchased under the Backstop Agreement to Meteora.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Ocean Biomedical, Inc. entered into Subscription Agreement (Polar Subscription) with Polar Multi-Strategy Master Fund valued at Polar agreed to purchase 1,350,000 newly-issued shares of Aesther Common Stock at $10.56 per share, (effective 2023-02-14).

Action
entry
Agreement
equity purchase
Counterparty
Polar Multi-Strategy Master Fund
Value
Polar agreed to purchase 1,350,000 newly-issued shares of Aesther Common Stock at $10.56 per share,
Effective
2023-02-14
Exact text from the filing
On February 14, 2023, the Company, the Target and Polar entered into a subscription agreement in which Polar agreed to purchase 1,350,000 newly-issued shares of Aesther Common Stock at a per share purchase price of $10.56 and an aggregate purchase price of $14,260,404 (the " Polar Subscription ").
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Ocean Biomedical, Inc. amended Amended and Restated OTC Equity Prepaid Forward Transaction (Backstop Agreement) with Vellar Opportunity Fund SPV LLC – Series 3 valued at purchase up to 8,000,000 shares of Class A common stock for up to $80,000,000 (effective 2023-02-12).

Action
amendment
Agreement
equity purchase
Counterparty
Vellar Opportunity Fund SPV LLC – Series 3
Value
purchase up to 8,000,000 shares of Class A common stock for up to $80,000,000
Effective
2023-02-12
Exact text from the filing
As previously reported, on February 12, 2023, Ocean Biomedical, Inc. (f/k/a Aesther Healthcare Acquisition Corp.) (the " Company "), Ocean Biomedical Holdings, Inc. (f/k/a Ocean Biomedical, Inc.) (the " Target ") and Vellar Opportunity Fund SPV LLC – Series 3 (" Vellar ") entered into an amended and restated OTC Equity Prepaid Forward Transaction (the " Backstop Agreement ") .
View on SEC.gov

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Ocean Biomedical, Inc. filing history →

Source: SEC EDGAR
accession 0001493152-23-005384
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