Ocean Biomedical, Inc. (OCEA): M&A transaction — Ocean Biomedical acquires 50% of Virion Therapeutics for $4.1M cash or 750k shares

Ocean Biomedical, Inc.

Acquired 50% ownership in Virion, a clinical-stage T cell immunotherapy company, for $4.1M cash or 750k shares of common stock.
Virion is enrolling first-in-human Phase 1b study VRON-0200 for chronic HBV; expects first data in next few months.
Ocean may contribute additional cash/shares to support Virion's clinical trial and R&D, including oncology IND submission within 9 months.
Director Jerome Ringo resigned on Oct 6, 2023, with no dispute with the company.

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Executive movements

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

Departed

Jerome Ringo

member of the board of directors

OCEA · Ocean Biomedical, Inc.

Effective: 2023-10-06
Filed: October 12, 2023, 7:59 PM ET

On October 6, 2023, Jerome Ringo resigned as a member of Ocean Biomedical’s board of directors.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Jerome Ringo resigned as member of the board of directors at Ocean Biomedical, Inc..

Action: resigned
Role: member of the board of directors

Exact text from the filing

On October 6, 2023, Jerome Ringo resigned as a member of Ocean Biomedical’s board of directors.

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Ocean Biomedical, Inc. completed an acquisition involving Virion Therapeutics, LLC for $4,100,000 or a total of 750,000 shares of Company common stock (closed 2023-10-11).

Action: acquisition
Counterparty: Virion Therapeutics, LLC
Consideration: $4,100,000 or a total of 750,000 shares of Company common stock
Closing: 2023-10-11

Exact text from the filing

Agreement in its entirety. As consideration for its interest in Virion, Ocean Biomedical agreed to contribute to Virion, at its discretion, either cash in an amount equal to $4,100,000 or a total of 750,000 shares of Company common stock, with 250,000 of those shares to be delivered to Virion by Poseidon within five business days of closing, and the remainder to

View on SEC.gov

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

Ocean Biomedical, Inc. entered into Amended and Restated Contribution Agreement with Virion Therapeutics, LLC and Poseidon Bio, LLC valued at cash in an amount equal to $4,100,000 or a total of 750,000 shares of Company common stock (effective 2023-10-11).

Action: entry
Counterparty: Virion Therapeutics, LLC and Poseidon Bio, LLC
Value: cash in an amount equal to $4,100,000 or a total of 750,000 shares of Company common stock
Effective: 2023-10-11

Exact text from the filing

Ocean Biomedical acquired its 50% membership interest in Virion in accordance with the terms of an Amended and Restated Contribution Agreement (the “A&R Agreement”) dated October 11, 2023 by and between Ocean Biomedical, Virion and Poseidon Bio, LLC (“Poseidon”).

View on SEC.gov

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

Ocean Biomedical, Inc. entered into Second Amended and Restated Limited Liability Company Operating Agreement of Virion with Virion Therapeutics, LLC (effective 2023-10-11).

Action: entry
Counterparty: Virion Therapeutics, LLC
Effective: 2023-10-11

Exact text from the filing

Also on October 11, 2023, Ocean Biomedical became a party to the Second Amended and Restated Limited Liability Company Operating Agreement of Virion (the “LLC Agreement”).

View on SEC.gov

86 m&a transactions filed in the last 30 days. Browse all m&a transactions →

Ocean Biomedical, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-23-037068

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