Ocean Biomedical, Inc. — fact timeline

Ocean Biomedical, Inc. received a nasdaq delisting notice notice regarding other (rules 5820(e)(6), 5830).

“July 31, 2025, the Company was notified by Nasdaq that The Nasdaq Stock Market LLC Board of Directors has declined to call for review the May 15, 2025 decision of the Nasdaq Listing and Hearing Review Council (the “Listing Council”) in the Company’s appeal proceding. Accordingly, pursuant to Nasdaq Rule 5820(e)(6), the decision of the Listing Council represents Nasdaq’s final action in this matter. Nasdaq will follow the procedures contained in Nasdaq Rule 5830 and the Securities and Exchange Commission (“SEC”) Rule 12d2-2 to remove the Company’s securities from listing.”

Ocean Biomedical, Inc. received a nasdaq delisting notice notice.

“April 22, 2025, the Nasdaq Hearings Panel (the “Panel”) issued a decision to delist the Company’s securities from The Nasdaq Stock Market, LLC (the “Exchange” or “Nasdaq”) and suspend trading of the Company’s shares, effective at the opening of business on April 24, 2025. The Company appealed the Panel’s decision to the Listing Council. After considering the written record in this matter, the Listing Council affirms the Panel’s decision to delist the Company from the Nasdaq affirming Nasdaq’s delist decision letter dated April 22, 2025. SIGNATURE Pursuant to the requirements of the Securities”

Ocean Biomedical, Inc. received a nasdaq delisting notice notice regarding other.

“April 22, 2025, Ocean Biomedical, Inc. received a letter from Nasdaq determining that OCEA’s common stock will be delisted from Nasdaq and that trading in its securities will be suspended effective upon the open of business on April 24, 2025. The letter also stated that Nasdaq intends to complete delisting by filing a Form 25 Notification of Delisting with the SEC after applicable appeal periods have lapsed. Pursuant to Nasdaq listing rules, the Company has the right to appeal Nasdaq’s delisting determination within 15 days of the date of the letter. The Company intends to file its appeal fort”

Jake Kurtis resigned as Director at Ocean Biomedical, Inc..

“On April 22, 2025, Jake Kurtis notified the Company of his immediate resignation as a director of the Company to pursue other interests.”

Ocean Biomedical, Inc. received a nasdaq noncompliance notice notice regarding minimum bid price (rules 5810(c)(3)(A)(iii), 5550(a)(2)).

“March 14, 2025, the Company received a notice from Nasdaq that Staff has determined that as of March 13, 2025, the Company’s securities had a closing bid price of $0.10 or less for ten consecutive trading days. Accordingly, the Company is subject to the provisions contemplated under Listing Rule 5810(c)(3)(A)(iii) (the “Low Priced Stocks Rule”). Accordingly, this matter serves as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market 1 . Nasdaq Hearings Panel (the “Panel”) will consider this matter in their decision regarding the Company’s continued listing on”

Amy Griffith resigned as Director at Ocean Biomedical, Inc..

“Amy Griffith informed the Board of Directors of the Company that she will not be standing for reelection and is resigning from the Board as of the Annual Meeting.”

Ocean Biomedical, Inc.: Filed amendment to Certificate of Incorporation to create a series of preferred stock via Certificate of Designation (effective 2025-02-20).

“On February 20, 2025, Ocean Biomedical, Inc. filed an amendment to its Certificate of Incorporation to create a series of preferred stock pursuant to a Certificate of Designation.”

Ocean Biomedical, Inc.: On February 14, 2025, Ocean Biomedical, Inc. amended its Bylaws to change the quorum for shareholders meetings to 1/3 of the shares of common stock outstanding on the record date for such meeting (effective 2025-02-14).

“On February 14, 2025, Ocean Biomedical, Inc. (the "Company") amended its Bylaws to change the quorum for shareholders meetings to 1/3 of the shares of common stock outstanding on the record date for such meeting.”

Ocean Biomedical, Inc. received a nasdaq deficiency notice notice regarding other (rules 5620(a), 5810(c)(2)(G)).

“January 7, 2025, the Company received a notice from Nasdaq that since the Company had not yet held an annual meeting of shareholders within twelve months of the Company’s fiscal year ended December 31, 2023, it no longer complies with the Listing Rules (the “Rules”) for continued listing.( Listing Rules 5620(a) and 5810(c)(2)(G)). Accordingly, this matter serves as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market. This is formal notification that the Nasdaq Hearings Panel (the “Panel”) will consider this matter in their decision regarding the Company’s co”

Ocean Biomedical, Inc. received a nasdaq deficiency notice notice regarding shareholders (rules 5620(a), 5810(c)(2)(G)).

“January 7, 2025, the Company received a notice from Nasdaq that since the Company had not yet held an annual meeting of shareholders within twelve months of the Company’s fiscal year ended December 31, 2023, it no longer”

Ocean Biomedical, Inc. engaged Berkowitz Pollack Brant as its auditor.

“On December 17, 2024, the Audit Committee approved the engagement of Berkowitz Pollack Brant ("BPB") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.”

Ocean Biomedical, Inc. received a nasdaq deficiency notice notice regarding market value (rules 5550(b)(2)).

“December 5, 2024, Nasdaq sent a letter to the Company notifying it that based upon the Company’s MVLS for the last 30 consecutive business days, the Company no longer meets this requirement. Consequently, a deficiency exists with regard to the Rule. However, the Rules also provide the Company a compliance period of 180 calendar days in which to regain compliance. If at anytime during this compliance period the Company’s MVLS closes at $35 million or more for a minimum of ten consecutive business days, Nasdaq will provide written confirmation of compliance and this matter will be closed. In the”

Ocean Biomedical, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“December 3, 2024, Ocean Biomedical, Inc.. (the “Company”) received a letter from Nasdaq that it no longer complies with Rule 5550(a)(2) of Nasdaq’s Listing Rules (the “Rules”) which require listed securities to maintain a minimum bid price of $1 per share. Based upon the closing bid price for the last 30 consecutive business days (October 21, 2024 to December 2, 2024), the Company no longer meets this requirement. However, the Rules also provide the Company a compliance period of 180 calendar days (until June 2, 2025) in which to regain compliance. Pursuant to Rule 5810(c)(3)(C) if at any time”

Ocean Biomedical, Inc. dismissed Deloitte & Touche LLP as its auditor.

“(the “Company”) has dismissed Deloitte & Touche LLP (the “Former Accounting Firm”) as its independent registered public accounting firm, effective as of December 2, 2024.”

M. Michelle Berrey was appointed as Interim Chief Executive Officer at Ocean Biomedical, Inc..

“Director, M. Michelle Berrey was appointed to act as Interim Chief Executive Officer, effective immediately.”

Elizabeth Ng departed as Chief Executive Officer at Ocean Biomedical, Inc..

“On October 23, 2024, Elizabeth Ng notified the Company’s Board of Directors that she would be taking a sabbatical for personal reasons.”

Ocean Biomedical, Inc. received a nasdaq noncompliance notice notice regarding late filing (rules 5250(c)(1)).

“April 18, 2024, from the Nasdaq Listing Qualifications Department (“ Nasdaq ”) indicating that the Company remains in non-compliance with the timely filing requirement for continued listing under Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic reports with the SEC. The Notice will have no immediate effect on the listing or trading of the Company’s common stock, although there can be no assurances that further delays in the filing of the Form 10-K will not have an impact on the listing or trading of the Company’s common stock. Nasdaq indicate”

Amy Griffith was appointed as director at Ocean Biomedical, Inc..

“On March 4, 2024, Amy Griffith has been appointed as a director of Ocean Biomedical, Inc. (the “ Company ”).”

Jolie Kahn was appointed as Chief Financial Officer at Ocean Biomedical, Inc..

“On March 1, 2024, the appointment of Jolie Kahn, as Chief Financial Officer of Ocean Biomedical, Inc. (the “Company”) was confirmed.”

Gurinder Kalra resigned as Chief Financial Officer at Ocean Biomedical, Inc..

“Ms. Kahn replaces Gurinder Kalra who resigned effective January 30, 2024 to pursue other interests.”

Ocean Biomedical, Inc. received a nasdaq deficiency notice notice regarding market value (rules 5550(b)(2), 5810(c)(3)(C)).

“January 17, 2024, Ocean Biomedical, Inc. (the “ Company ”) was notified (the “ Notification Letter ”) by The Nasdaq Stock Market, LLC (“ Nasdaq ”) that for the last thirty (30) consecutive business days, the Company’s Market Value of Listed Securities (“ MVLS ”) has been below the minimum requirement of $35 million for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2). The Notification Letter has no immediate effect on the listing or trading of the Company’s common stock and the common stock will continue to trade on the Nasdaq Capital Market under the symbol”

Ocean Biomedical, Inc. received a nasdaq noncompliance notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“January 11, 2024, Ocean Biomedical, Inc. (the “ Company ”) was notified (the “ Notification Letter ”) by The Nasdaq Stock Market, LLC (“Nasdaq”) that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business d”

Ocean Biomedical, Inc. received a nasdaq deficiency notice notice regarding late filing (rules 5250(c)(1)).

“November 22, 2023, from the Nasdaq Listing Qualifications Department (“ Nasdaq ”) indicating that the Company remains in non-compliance with the timely filing requirement for continued listing under Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic reports with the SEC. The Notice will have no immediate effect on the listing or trading of the Company’s common stock, although there can be no assurances that further delays in the filing of the Form 10-Q will not have an impact on the listing or trading of the Company’s common stock. Nasdaq indic”

Ocean Biomedical, Inc. reported that prior financial statements should not be relied upon.

“On November 10, 2023, the Audit Committee of Ocean Biomedical, after considering the recommendations of management, concluded that Ocean Biomedical’s previously issued consolidated financial statements as of and for the quarters ended March 31, 2023 and June 30, 2023 (collectively, the “Previous Financial Statements”), included in Ocean Biomedical’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, its Registration Statement on Form S-1 (Registration No. 333-271392) effective June 22, 2023, and its Registration on Form S-1 (Registration No. 333-272859) effective July 7, 2023, should no longer be relied upon.”

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).

“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”

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

“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”).”

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).

“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”).”

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

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

Ocean Biomedical, Inc. amended First Amendment to Common Stock Purchase Agreement with White Lion Capital LLC (effective 2023-10-04).

“Effective October 4, 2023, the Company and White Lion entered into a first amendment to the Common Stock Purchase Agreement (the “Amendment”).”

Ocean Biomedical, Inc. amended Side Letter with Polar Multi-Strategy Master Fund (effective 2023-10-02).

“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.”

Ocean Biomedical, Inc. shareholders approved Potential issuance of shares upon conversion of Senior Secured Convertible Notes and exercise of warrant under Nasdaq Listing Rule 5635(d) at the 2023-08-30 meeting.

“On August 30, 2023, Ocean Biomedical, Inc. (the “Company”) held a special meeting of stockholders (the “Meeting”). As of the close of business on August 3, 2023, the record date for the Meeting, there were 34,062,724 shares of the Company’s common stock issued and outstanding. A total of 25,756,950 shares were present or represented by proxy at the Meeting, representing approximately 75.6% of the issued and outstanding shares of common stock of the Company as of the record date for the Meeting, which constituted a quorum to conduct business. As more fully described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 4, 2023 (the “Proxy Statement”), the primary purpose of the Meeting was to submit to the Company’s stockholders a proposal to consider and approve, for purposes of complying with Nasdaq Listing Rule 5635(d) (the “Nasdaq Proposal”), the potential issuance of shares of Company common stock that may later be”

Ocean Biomedical, Inc. amended Second Street Loans Amendment (Omnibus Amendment to Loan Agreements) with Second Street Capital, LLC valued at Amendment relates to three loans totaling $1,700,000 at 15% per annum; requires payments totaling $2 (effective 2023-06-02).

“On June 2, 2023, the Company and Second Street Capital, LLC, a California limited liability company (" Second Street Capital "), entered into that certain Omnibus Amendment to Loan Agreements, dated June 2, 2023 but effective as of May 12, 2023 (the " Second Street Loans Amendment ").”

Ocean Biomedical, Inc. amended McKra Loan Amendment with McKra Investments III valued at Amendment relates to a loan of $1,000,000 at 15% per annum; requires payments totaling $675,000 plus (effective 2023-06-02).

“On June 2, 2023, Ocean Biomedical, Inc., a Delaware corporation (the " Company "), and McKra Investments III, a California general partnership (" McKra "), entered into that certain Amendment to Loan Agreement, dated June 2, 2023 but effective as of May 12, 2023 (the " McKra Loan Amendment ").”

Ocean Biomedical, Inc. amended Amendment No. 1 to Securities Purchase Agreement with Investor valued at up to $27,000,000 aggregate principal amount of Senior Secured Convertible Notes (effective 2023-05-25).

“greement (the “ SPA ”) with an accredited investor (the “ Investor ” and, together with the Company, the “ Parties ”) for the sale of up to $27,000,000 in an aggregate principal amount of Senior”

Ocean Biomedical, Inc. entered into Securities Purchase Agreement with an accredited investor valued at aggregate principal amount of up to $27,000,000 (effective 2023-05-15).

“On May 15, 2023, Ocean Biomedical, Inc. (the " Company ") entered into a Securities Purchase Agreement (the " SPA ") with an accredited investor (the " Investor ") for the sale of up to three Senior Secured Convertible Notes (each, a " Note " and collectively, the " Notes "), which Notes are convertible into shares of the Company’s common stock, $0.0001 par value per share (the " Common Stock "), in an aggregate principal amount of up to $27,000,000, in a private placement (the " Offering ").”

Ocean Biomedical, Inc. entered into Loan Modification Agreement with NPIC Limited valued at modified $1,050,000 loan (effective 2023-03-22).

“On March 22, 2023 Ocean Biomedical, Inc. (f/k/a Aesther Healthcare Acquisition Corp.) (the “ Company ”) entered into a Loan Modification Agreement, dated March 22, 2023 (the “ Modification Agreement ”), by and among the Company, Aesther Healthcare Sponsor, LLC (the “ Sponsor ”), and NPIC Limited (the “ Lender ”), and a Side Letter Agreement between the Company and the Sponsor (the “ Side Letter ”), which modifies that certain Loan and Transfer Agreement, dated December 13, 2022 (the “ Original Agreement ” and, together with the Modification Agreement and Side Letter, the “ Loan Agreements ”), by and among the Company, the Sponsor, and the Lender.”

Ocean Biomedical, Inc. entered into Subscription Agreement (Polar Subscription) with Polar Multi-Strategy Master Fund valued at Polar agreed to purchase 1,350,000 newly-issued shares of Aesther Common Stock at $10.56 per share, (effective 2023-02-14).

“On February 14, 2023, the Company, the Target and Polar entered into a subscription agreement in which Polar agreed to purchase 1,350,000 newly-issued shares of Aesther Common Stock at a per share purchase price of $10.56 and an aggregate purchase price of $14,260,404 (the " Polar Subscription ").”

Ocean Biomedical, Inc. entered into Assignment and Novation Agreement (Polar Agreement) with Polar Multi-Strategy Master Fund valued at Vellar assigned its obligation to purchase 2,000,000 shares of Class A Common Stock under the Backst (effective 2023-02-13).

“On February 13, 2023, the Company, Vellar and the Target entered into an assignment and novation agreement with Polar Multi-Strategy Master Fund (" Polar ") (the " Polar Agreement ") pursuant to which Vellar assigned its obligations as to 2,000,000 shares of the Class A Common Stock of the Company to be purchased under the Backstop Agreement to Polar.”

Ocean Biomedical, Inc. entered into Assignment and Novation Agreement (Meteora Agreement) with Meteora Special Opportunity Fund I, LP, Meteora Select Trading Opportunities Master, LP and Meteora Capital Partners, LP valued at Vellar assigned its obligation to purchase 2,666,667 shares of Class A Common Stock under the Backst (effective 2023-02-13).

“On February 13, 2023, the Company, Vellar and the Target entered into an assignment and novation agreement with Meteora Special Opportunity Fund I, LP, Meteora Select Trading Opportunities Master, LP and Meteora Capital Partners, LP (collectively " Meteora ") (the " Meteora Agreement "), pursuant to which Vellar assigned its obligation as to 2,666,667 shares of the Class A Common Stock of the Company to be purchased under the Backstop Agreement to Meteora.”

Ocean Biomedical, Inc. amended Amended and Restated OTC Equity Prepaid Forward Transaction (Backstop Agreement) with Vellar Opportunity Fund SPV LLC – Series 3 valued at purchase up to 8,000,000 shares of Class A common stock for up to $80,000,000 (effective 2023-02-12).

“As previously reported, on February 12, 2023, Ocean Biomedical, Inc. (f/k/a Aesther Healthcare Acquisition Corp.) (the " Company "), Ocean Biomedical Holdings, Inc. (f/k/a Ocean Biomedical, Inc.) (the " Target ") and Vellar Opportunity Fund SPV LLC – Series 3 (" Vellar ") entered into an amended and restated OTC Equity Prepaid Forward Transaction (the " Backstop Agreement ") .”

Ocean Biomedical, Inc.: Company ceased to be a shell company as a result of the Business Combination.

“As a result of the Business Combination, the Company ceased to be a shell company as of the Closing.”

Ocean Biomedical, Inc.: Company expects the Board to adopt and approve a new Code of Business Conduct and Ethics applicable to all employees, officers, and directors.

“the Company expects the Board to adopt and approve a new Code of Business Conduct and Ethics applicable to all employees, officers, and directors of the Company.”

Ocean Biomedical, Inc.: Amended and restated bylaws to make changes appropriate for a public operating company, including provisions for special meetings, proxy solicitation, director vacancies, board committees, and stockholder proposals.

“upon the Closing, pursuant to the terms of the Business Combination Agreement, Aesther amended and restated its bylaws to make certain changes that the Board deems appropriate for a public operating company, including, but not limited to, changes to provisions relating to special meetings in lieu of annual meetings, proxy solicitation and voting, director vacancies and removals, Board committees and stockholder proposals.”

Ocean Biomedical, Inc.: Amended Certificate filed with the Secretary of State of Delaware, effecting changes to the company's capital stock rights as described in the Proxy Statement.

“On the Closing Date, Aesther filed its Amended Certificate with the Secretary of State of the State of Delaware.”

Ocean Biomedical, Inc. underwent a change of control involving Legacy Ocean for $233,554,320 (closed 2023-02-14).

“as of immediately prior to the Closing approximately 23,355,432 shares of the Company’s Class A common stock (with a per-share value of $10.00) with an aggregate value equal to $233,554,320, as adjusted as required by the Business Combination Agreement to take into account net working capital, closing net debt and Legacy Ocean’s transaction expenses, in exchange for”

Michael Peterson departed as Board Member at Ocean Biomedical, Inc..

“Michael L. Peterson served on Aesther’s board of directors from September 2021 until the Business Combination.”

Suren Ajjarapu departed as Chairman and Chief Executive Officer at Ocean Biomedical, Inc..

“Suren Ajjarapu served as Aesther’s Chairman and Chief Executive Officer from Aesther’s inception in June 2021 until the Closing of the Business Combination.”

Jerome Ringo was appointed as Class I Director at Ocean Biomedical, Inc..

“Jerome Ringo (2)(3) 67 Class I Director”

Michael Peterson was appointed as Class II Director at Ocean Biomedical, Inc..

“Michael Peterson 60 Class II Director”

William Owens was appointed as Class I Director at Ocean Biomedical, Inc..

“William Owens (1)(3) 72 Class I Director”