---
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"
generated_at: "2026-06-10T01:04:44.749349+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Ocean Biomedical acquires 50% of Virion Therapeutics for $4.1M cash or 750k shares

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.01, 3.02, 5.02, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-037068
- JSON: https://secwatch.observer/filing/0001493152-23-037068.json
- Plain text: https://secwatch.observer/filing/0001493152-23-037068.txt

## Key facts
- Executive change
  Jerome Ringo resigned as member of the board of directors at Ocean Biomedical, Inc..
  - Action: resigned
  - Role: member of the board of directors
  source text: On October 6, 2023, Jerome Ringo resigned as a member of Ocean Biomedical’s board of directors.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223037068/0001493152-23-037068-index.htm
- M&A Transactions
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223037068/0001493152-23-037068-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223037068/0001493152-23-037068-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1869974/000149315223037068/0001493152-23-037068-index.htm

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