Ocean Biomedical issues up to 45,000 Series A convertible preferred shares at $0.01 for reverse split vote

Ocean Biomedical, Inc.

• 45,000 shares of Series A preferred issued at $0.01/share; convertible into common at $0.01/share after stockholder approval of reverse split.
• Holders get 2,000 votes per share solely on the reverse stock split proposal; agree to vote in same proportion as common holders.
• Redemption right arises after authorized share increase approval or 90 days from closing, until 120 days after closing.
• Net proceeds used for general corporate purposes if shares not redeemed or converted; total potential raise is $450.
• Issuance exempt from registration under Section 4(a)(2) and Regulation D.