Ocean Biomedical, Inc. — fact timeline

Jonathan Kurtis was appointed as Class I Director at Ocean Biomedical, Inc..

“Jonathan Kurtis, M.D., Ph.D. 55 Class I Director”

Jack A. Elias was appointed as Class II Director at Ocean Biomedical, Inc..

“Dr. Jack A. Elias, M.D. 71 Class II Director”

Michelle Berrey was appointed as Class I Director at Ocean Biomedical, Inc..

“Michelle Berrey, M.D., MPH (1)(2)(3) 56 Class I Director”

Suren Ajjarapu was appointed as Class III Director at Ocean Biomedical, Inc..

“Suren Ajjarapu 52 Class III Director”

Martin D. Angle was appointed as Class II Director at Ocean Biomedical, Inc..

“Martin D. Angle (1)(2) 72 Class II Director”

Chirinjeev Kathuria was appointed as Founder, Executive Chairman, Class III Director at Ocean Biomedical, Inc..

“Dr. Chirinjeev Kathuria, M.D. 58 Founder, Executive Chairman, Class III Director”

Robert Sweeney was appointed as Chief Accounting Officer at Ocean Biomedical, Inc..

“Robert Sweeney 57 Chief Accounting Officer”

Daniel Behr was appointed as Executive Vice President and Head of External Innovation and Academic Partnerships at Ocean Biomedical, Inc..

“Daniel Behr, MBA 64 Executive Vice President and Head of External Innovation and Academic Partnerships”

Inderjote Kathuria was appointed as Chief Strategy Officer at Ocean Biomedical, Inc..

“Inderjote Kathuria, M.D. 56 Chief Strategy Officer”

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

“Gurinder Kalra, MBA 57 Chief Financial Officer”

Elizabeth Ng was appointed as Chief Executive Officer and Class III Director at Ocean Biomedical, Inc..

“Elizabeth Ng, MBA 66 Chief Executive Officer and Class III Director”

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.: Expects Board to adopt and approve a new Code of Business Conduct and Ethics.

“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 for public operating company including changes to provisions relating to 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.: Filed Amended Certificate with the Secretary of State of Delaware.

“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 Aesther Healthcare Acquisition Corp. 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”

Suren Ajjarapu resigned as Chairman of the Board 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.”

Suren Ajjarapu resigned as 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”

Jonathan Kurtis was appointed as Class I Director at Ocean Biomedical, Inc..

“Jonathan Kurtis, M.D., Ph.D. 55 Class I Director”

Dr. Jack A. Elias was appointed as Class II Director at Ocean Biomedical, Inc..

“Dr. Jack A. Elias, M.D. 71 Class II Director”

Michelle Berrey was appointed as Class I Director at Ocean Biomedical, Inc..

“Michelle Berrey, M.D., MPH (1)(2)(3) 56 Class I Director”

Suren Ajjarapu was appointed as Class III Director at Ocean Biomedical, Inc..

“Suren Ajjarapu 52 Class III Director”

Martin D. Angle was appointed as Class II Director at Ocean Biomedical, Inc..

“Martin D. Angle (1)(2) 72 Class II Director”

Dr. Chirinjeev Kathuria was appointed as Founder, Executive Chairman, Class III Director at Ocean Biomedical, Inc..

“Dr. Chirinjeev Kathuria, M.D. 58 Founder, Executive Chairman, Class III Director”

Robert Sweeney was appointed as Chief Accounting Officer at Ocean Biomedical, Inc..

“Robert Sweeney 57 Chief Accounting Officer”

Daniel Behr was appointed as Executive Vice President and Head of External Innovation and Academic Partnerships at Ocean Biomedical, Inc..

“Daniel Behr, MBA 64 Executive Vice President and Head of External Innovation and Academic Partnerships”

Inderjote Kathuria was appointed as Chief Strategy Officer at Ocean Biomedical, Inc..

“Inderjote Kathuria, M.D. 56 Chief Strategy Officer”

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

“Gurinder Kalra, MBA 57 Chief Financial Officer”

Elizabeth Ng was appointed as Chief Executive Officer and Class III Director at Ocean Biomedical, Inc..

“Elizabeth Ng, MBA 66 Chief Executive Officer and Class III Director”

Ocean Biomedical, Inc. amended Definitive A&R Backstop Agreement with Aesther, Ocean Biomedical, Vellar Opportunity Fund SPV LLC – Series 3 (effective 2023-02-12).

“On February 12, 2023, Aesther, Ocean Biomedical and Vellar again amended and restated the Original Backstop Agreement (the “ Definitive A&R Backstop Agreement ”)”

Ocean Biomedical, Inc. entered into Agreement and Plan of Merger with Aesther Healthcare Acquisition Corp., AHAC Merger Sub, Inc., Aesther Healthcare Sponsor, LLC, Ocean Biomedical, Inc., Dr. Chirinjeev Kathuria (effective 2022-08-31).

“On August 31, 2022, Aesther Healthcare Acquisition Corp., a Delaware corporation (“ Aesther ”) entered into an Agreement and Plan of Merger by and among Aesther, AHAC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Aesther (“ Merger Sub ”), Aesther Healthcare Sponsor, LLC, Aesther’s sponsor (the “ Sponsor ”), in its capacity as purchaser representative, Ocean Biomedical, Inc., a Delaware corporation (“ Ocean Biomedical ”), and Dr. Chirinjeev Kathuria, in his capacity as seller representative (as may be amended and/or restated from time to time, the “ Merger Agreement ”)”

Ocean Biomedical, Inc. amended Definitive A&R Backstop Agreement with Vellar Opportunity Fund SPV LLC – Series 3 valued at increase the maximum number of shares Vellar may purchase under the Definitive A&R Backstop Agreemen (effective 2023-02-12).

“On February 12, 2023, Aesther, Ocean Biomedical and Vellar again amended and restated the Original Backstop Agreement (the “ Definitive A&R Backstop Agreement ”), a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference, to increase the maximum number of shares Vellar may purchase under the Definitive A&R Backstop Agreement from 6,000,000 to 8,000,000.”

Ocean Biomedical, Inc. entered into Agreement and Plan of Merger with Aesther Healthcare Acquisition Corp., AHAC Merger Sub, Inc., Aesther Healthcare Sponsor, LLC, Ocean Biomedical, Inc., and Dr. Chirinjeev Kathuria (effective 2022-08-31).

“On August 31, 2022, Aesther Healthcare Acquisition Corp., a Delaware corporation (“ Aesther ”) entered into an Agreement and Plan of Merger by and among Aesther, AHAC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Aesther (“ Merger Sub ”), Aesther Healthcare Sponsor, LLC, Aesther’s sponsor (the “ Sponsor ”), in its capacity as purchaser representative, Ocean Biomedical, Inc., a Delaware corporation (“ Ocean Biomedical ”), and Dr. Chirinjeev Kathuria, in his capacity as seller representative (as may be amended and/or restated from time to time, the “ Merger Agreement ”)”

Ocean Biomedical, Inc. amended Backstop Agreement with Vellar Opportunity Fund SPV LLC – Series 3 valued at Vellar agrees to purchase up to 6,000,000 shares for up to $60,000,000; Aesther purchases on forward (effective 2023-02-10).

“Pursuant to the Backstop Agreement, Vellar has agreed to support the Transaction by purchasing up to 6,000,000 shares of Aesther Class A common stock in the open market for up to $60,000,000, including from other Aesther stockholders that elected to redeem and subsequently revoked their prior elections to redeem their shares, following the expiration of the Company’s redemption offer. Aesther has agreed to purchase those shares from Vellar on a forward basis. The purchase price payable by the Company will include a prepayment in the amount of the redemption price per share.”

Ocean Biomedical, Inc. shareholders approved Adjournment Proposal - to adjourn the Special Meeting if necessary at the 2023-02-03 meeting.

“7 – Adjournment Proposal The Shareholders approved the Adjournment Proposal, as defined in the Proxy Statement, to adjourn the Special Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by Aesther that more time is necessary or appropriate to approve one or more Proposals at the Special Meeting. The following is a tabulation of the voting results: Common Against Abstentions Broker (24%) 0 (0%) –”

Ocean Biomedical, Inc. shareholders approved Election of Directors Proposal - to elect eleven directors to serve staggered terms at the 2023-02-03 meeting.

“6 – Election of Directors Proposal The Shareholders approved the Election of Directors Proposal, as defined in the Proxy Statement, to elect eleven directors to serve staggard terms on the Aesther’s board of directors until the 2023, 2024, and 2025 annual meetings of the stockholders, respectively, and until their respective successors are duly elected and qualified. The following is a tabulation of the voting results: Common Stock: Votes For Votes Against Abstentions Broker Non-Votes 9,006,516 (76%) 2,317,396 (20%) 575,373 (4%) –”

Ocean Biomedical, Inc. shareholders approved Employee Stock Purchase Plan Proposal - to approve the Employee Stock Purchase Plan at the 2023-02-03 meeting.

“5 – Employee Stock Purchase Plan Proposal The Shareholders approved the Employee Stock Purchase Plan Proposal, as defined in the Proxy Statement, to approve the Employee Stock Purchase Plan (a copy of the 2022 Equity Incentive Plan is attached to the Proxy Statement as Annex D). The following is a tabulation of the voting results: Common Non-Votes 9,006,496 (76%) 2,317,396 (20%) 575,373 (4%) – 2”

Ocean Biomedical, Inc. shareholders approved Incentive Plan Proposal - to approve the 2022 Equity Incentive Plan at the 2023-02-03 meeting.

“4 – Incentive Plan Proposal The Shareholders approved the Incentive Plan Proposal, as defined in the Proxy Statement, to approve the 2022 Equity Incentive Plan (a copy of the 2022 Equity Incentive Plan is attached to the Proxy Statement as Annex C). The following is a tabulation of the voting results: Common Non-Votes 8,440,398 (71%) 3,458,867 (29%) 0”

Ocean Biomedical, Inc. shareholders approved Nasdaq Proposal - to approve issuance of more than 20% of Class A common stock and resulting change in control at the 2023-02-03 meeting.

“3 – Nasdaq Proposal The Shareholders approved the Nasdaq Proposal, as defined in the Proxy Statement, to approve for purposes of complying with Nasdaq Listing Rules 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Class A common stock and the resulting change in control in connection with the Transaction between Aesther and White Lion Capital LLC. The following is a tabulation of the voting results: Common (24%) 0”

Ocean Biomedical, Inc. shareholders approved Charter Amendment Proposal - to adopt and amend the Third Amended and Restated Certificate of Incorporation at the 2023-02-03 meeting.

“2 – Charter Amendment Proposal The Shareholders approved the Charter Amendment Proposal (including the Share Increase Amendment), each as defined in the Proxy Statement, to adopt and amend the Third Amended and Restated Certificate of Incorporation of Aesther Healthcare Acquisition Corp., which shall become effective upon the Closing of the Transaction. The following is a tabulation of the voting results: Common Non-Votes 9,006,495 (24%) 10 (0.00008%) –”

Ocean Biomedical, Inc. shareholders approved Business Combination Proposal - to adopt and approve the Merger Agreement at the 2023-02-03 meeting.

“Proposal 1- Business Combination Proposal The Shareholders approved the Business Combination Proposal, as defined in the Proxy Statement, to adopt and approve the Merger Agreement pursuant to which at the closing of the Transaction, Merger Sub will merge with and into Ocean Biomedical. The following is a tabulation of the voting results: Common (24%) 0”