---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-017639"
form_type: "8-K"
ticker: "OCEA"
cik: "0001869974"
company_name: "Ocean Biomedical, Inc."
filed_at: "2023-05-16T23:59:59+00:00"
generated_at: "2026-06-15T00:06:30.146316+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Ocean Biomedical secures up to $27M convertible note facility with Alto; initial $7.56M tranche at 8% OID

## Summary
- Aggregate principal up to $27M via Senior Secured Convertible Notes; initial closing of $7.56M expected on May 22, 2023.
- Net proceeds from initial Note estimated at ~$6.1M after 8% original issue discount and expenses.
- Notes carry 12-month maturity, initial conversion price of $10.34/share, and are secured by all company assets.
- Funds to be used for working capital, clinical development costs, and general corporate purposes.
- Investor is Alto Opportunity Master Fund; Maxim Group acted as exclusive placement agent.

## SEC filing metadata
- accession: 0001493152-23-017639
- form_type: 8-K
- ticker: OCEA
- cik: 0001869974
- company_name: Ocean Biomedical, Inc.
- filed_at: 2023-05-16T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 3.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1869974/000149315223017639/0001493152-23-017639-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1869974/000149315223017639/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-017639
- JSON: https://secwatch.observer/filing/0001493152-23-017639.json
- Plain text: https://secwatch.observer/filing/0001493152-23-017639.txt

## Key facts
- Material Agreements
  Ocean Biomedical, Inc. entered into Securities Purchase Agreement with an accredited investor valued at aggregate principal amount of up to $27,000,000 (effective 2023-05-15).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: an accredited investor
  - Value: aggregate principal amount of up to $27,000,000
  - Effective: 2023-05-15
  source text: On May 15, 2023, Ocean Biomedical, Inc. (the " Company ") entered into a Securities Purchase Agreement (the " SPA ") with an accredited investor (the " Investor ") for the sale of up to three Senior Secured Convertible Notes (each, a " Note " and collectively, the " Notes "), which Notes are convertible into shares of the Company’s common stock, $0.0001 par value per share (the " Common Stock "), in an aggregate principal amount of up to $27,000,000, in a private placement (the " Offering ").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223017639/0001493152-23-017639-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.