Ocean Biomedical amends VWAP trigger and reset price in side letter with Polar

Ocean Biomedical, Inc.

Side letter dated October 2, 2023 amends definitions for Polar under Feb 2023 Novation Agreement.
Seller VWAP Trigger Event occurs if VWAP below $2.50 for 20 of 30 consecutive trading days.
Reset Price set at $8.00, subject to reduction via Dilutive Offering Reset.
Amendment applies only to Polar's 2,666,667 shares under the Forward Purchase Agreement.
All other terms of Novation and Forward Purchase Agreements remain unchanged.

item 1.01 item 3.02 item 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. amended Side Letter with Polar Multi-Strategy Master Fund (effective 2023-10-02).

Action: amendment
Counterparty: Polar Multi-Strategy Master Fund
Effective: 2023-10-02

Exact text from the filing

On October 2, 2023, Ocean Biomedical, Inc. (the “Company”), entered into a Side Letter Agreement (the “Side Letter”) with Polar Multi-Strategy Master Fund (“Polar”). The Side Letter amends certain terms of the Assignment and Novation Agreement (the “Polar Agreement”), dated February 13, 2023, between the Company, Polar, Ocean Biomedical Holdings, Inc., and Vellar Opportunity Fund SPV – Series 3.

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Source: SEC EDGAR

accession 0001493152-23-035098

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