{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-23-037068","form_type":"8-K","ticker":"OCEA","cik":"0001869974","company_name":"Ocean Biomedical, Inc.","filed_at":"2023-10-12T23:59:59+00:00","discovered_at":"2026-05-14T18:03:31.214771+00:00","generated_at":"2026-06-10T01:04:44.749349+00:00","sec_items":["1.01","2.01","3.02","5.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Ocean Biomedical acquires 50% of Virion Therapeutics for $4.1M cash or 750k shares","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-23-037068","json":"https://secwatch.observer/filing/0001493152-23-037068.json","markdown":"https://secwatch.observer/filing/0001493152-23-037068.md","text":"https://secwatch.observer/filing/0001493152-23-037068.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1869974/000149315223037068/0001493152-23-037068-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1869974/000149315223037068/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-10T01:04:44.749349+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"7f306da30b","claim":"Jerome Ringo resigned as member of the board of directors at Ocean Biomedical, Inc..","evidence_excerpt":"On October 6, 2023, Jerome Ringo resigned as a member of Ocean Biomedical’s board of directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1869974/000149315223037068/0001493152-23-037068-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"member of the board of directors"}],"fact_type":"executive_change"},{"claim_id":"8d94d67c96536394fde488330869dd0367b094ea","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1869974/000149315223037068/0001493152-23-037068-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"Virion Therapeutics, LLC"},{"label":"Consideration","value":"$4,100,000 or a total of 750,000 shares of Company common stock"},{"label":"Closing","value":"2023-10-11"}],"fact_type":"ma_transaction"},{"claim_id":"ae0316d1ff5c1ce40e8b05ff5c5531376419aaf6","claim":"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).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1869974/000149315223037068/0001493152-23-037068-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Virion Therapeutics, LLC and Poseidon Bio, LLC"},{"label":"Value","value":"cash in an amount equal to $4,100,000 or a total of 750,000 shares of Company common stock"},{"label":"Effective","value":"2023-10-11"}],"fact_type":"material_agreement"},{"claim_id":"d94c0bdf007fa9b8b807af251bdbeead2bdb054d","claim":"Ocean Biomedical, Inc. entered into Second Amended and Restated Limited Liability Company Operating Agreement of Virion with Virion Therapeutics, LLC (effective 2023-10-11).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1869974/000149315223037068/0001493152-23-037068-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Virion Therapeutics, LLC"},{"label":"Effective","value":"2023-10-11"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}