AEHA / Aesther Healthcare Acquisition Corp - Class A - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Aesther Healthcare Acquisition Corp - Class A
US ˙ NASDAQ
DETTE SYMBOL ER IKKE LÆNGERE AKTIVT

Grundlæggende statistik
CIK 1869974
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Aesther Healthcare Acquisition Corp - Class A
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
August 14, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo

August 5, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2025 OCEAN BIOMEDICAL, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2025 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission Fi

July 23, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2025 OCEAN BIOMEDICAL, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2025 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission Fi

July 16, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 10, 2025 OCEAN BIOMEDICAL, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 10, 2025 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission Fi

June 13, 2025 8-K

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2025 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission Fi

May 15, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40793 OCEAN BIO

April 29, 2025 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-K FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

April 23, 2025 EX-99.1

Ocean Biomedical Expands into Energy and Digital Asset Sectors to Accelerate Growth and Shareholder Value

Exhibit 99.1 Ocean Biomedical Expands into Energy and Digital Asset Sectors to Accelerate Growth and Shareholder Value April 22, 2025 08:00 ET | Source: Ocean Biomedical, Inc.Follow Strategic diversification into power infrastructure and cryptocurrencies supports long-term biopharma innovation PROVIDENCE, R.I., April 22, 2025 (GLOBE NEWSWIRE) — Ocean Biomedical, Inc. (NASDAQ: OCEA), a biopharmaceu

April 23, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2025 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission F

April 8, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40793 Ocean Biomedical,

April 8, 2025 EX-97

Policy for the Recovery of Erroneously Awarded Compensation

Exhibit 97 POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION 1. OVERVIEW 1.1. In accordance with Nasdaq Rule 5608, Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Ocean Biomedical, Inc. (the “Company”) has adopted this Policy (the “Policy”) to provide for the recovery of erroneously

April 8, 2025 EX-19.1

Insider Trading Compliance Policy.

Exhibit 19.1 Ocean Biomedical, Inc. Statement of Policies and Procedures Governing Material Nonpublic Information and the Prevention of Insider Trading 1. PURPOSE The purchase or sale of securities while possessing material nonpublic (“inside”) information or the disclosure of inside information (“tipping”) to others who may trade in such securities is sometimes referred to as “insider trading” an

April 1, 2025 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2025 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission F

April 1, 2025 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Tran

March 26, 2025 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2025 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission F

March 20, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 14, 2025 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission F

March 10, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2025 OCEAN BIOMEDICAL, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2025 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission Fi

March 10, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2025 OCEAN BIOMEDICAL, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2025 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission Fi

February 26, 2025 EX-3.1

Certificate of Designation for Series A Preferred Stock

Exhibit 3.1

February 26, 2025 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 21, 2025 between Ocean Biomedical, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditio

February 26, 2025 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 20, 2025 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commissio

February 26, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

February 21, 2025 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 21, 2025 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commissio

February 14, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

February 12, 2025 8-K

Other Events, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 11, 2025 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commissio

January 15, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 7, 2025 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission

January 13, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40793 OCEAN

December 23, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40793 OCEAN BIOM

December 23, 2024 EX-10.2

Side Letter Agreement, dated October 2, 2023, by and between Ocean Biomedical, Inc. and Polar Multi-Strategy Master Fund.

Exhibit 10.2

December 23, 2024 EX-10.2

Side Letter Agreement, dated October 2, 2023, by and between Ocean Biomedical, Inc. and Polar Multi-Strategy Master Fund.

Exhibit 10.2

December 23, 2024 EX-10.1

Seventh Amendment to Exclusive License Agreements (BROWN ID 2465, 2576, 2587, BROWN ID 3039, BROWN ID 2613, BROWN ID 2502) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated August 25, 2022.

Exhibit 10.1 SEVENTH AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTS This Seventh Amendment to Exclusive License Agreement (this “Amendment”) is entered into effective November 1, 2023 (the “Amendment Date”), by and between Elkurt, Inc., a Rhode Island corporation with an address at 297 President Ave, Providence RI 02906 (“Elkurt”) and Ocean Biomedical Inc., a Delaware corporation with an address at 19W

December 23, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40793 OCEAN BIO

December 23, 2024 EX-10.1

Seventh Amendment to Exclusive License Agreements (BROWN ID 2465, 2576, 2587, BROWN ID 3039, BROWN ID 2613, BROWN ID 2502) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated August 25, 2022.

Exhibit 10.1 SEVENTH AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTS This Seventh Amendment to Exclusive License Agreement (this “Amendment”) is entered into effective November 1, 2023 (the “Amendment Date”), by and between Elkurt, Inc., a Rhode Island corporation with an address at 297 President Ave, Providence RI 02906 (“Elkurt”) and Ocean Biomedical Inc., a Delaware corporation with an address at 19W

December 17, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2024 OCEAN BIOMEDICA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2024 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commissio

December 11, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2024 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission

December 9, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 3, 2024 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission

December 6, 2024 8-K

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 2, 2024 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission

December 6, 2024 EX-16.1

Letter from Deloitte & Touche LLP

Exhibit 16.1

November 25, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40793 Ocean Biomedical,

November 22, 2024 EX-99.1

Ocean Biomedical, Inc. Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q

Exhibit 99.1 Ocean Biomedical, Inc. Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q November 22, 2024 PROVIDENCE, Rhode Island, November 22, 2024 (GLOBE NEWSWIRE) - Ocean Biomedical, Inc. (NASDAQ: OCEA), today announced that on November 18, 2024, it received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not

November 22, 2024 8-K

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2024 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commissio

October 29, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 23, 2024 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission

October 22, 2024 EX-99.1

Ocean Biomedical, Inc. Announces Receipt of Nasdaq Staff Determination Letter

Exhibit 99.1 Ocean Biomedical, Inc. Announces Receipt of Nasdaq Staff Determination Letter PROVIDENCE, Rhode Island, October 22, 2024 (GLOBE NEWSWIRE) - Ocean Biomedical, Inc. (NASDAQ: OCEA), today announced that on October 16, 2024, it received a Staff Determination Letter from The Nasdaq Stock Market LLC (“Nasdaq”) stating that on April 18, 2024, May 22, 2024, and August 19, 2024, Staff notified

October 22, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2024 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission

October 17, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 11, 2024 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission

August 23, 2024 EX-99.1

Ocean Biomedical, Inc. Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q

Exhibit 99.1 Ocean Biomedical, Inc. Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q PROVIDENCE, Rhode Island, August 23, 2024 (GLOBE NEWSWIRE) — Ocean Biomedical, Inc. (NASDAQ: OCEA), today announced that on August 19, 2024, it received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed its Quarterl

August 23, 2024 8-K

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2024 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission

July 23, 2024 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 22, 2024 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission Fi

July 23, 2024 EX-10.1

Exchange Agreement with Institutional Investor

Exhibit 10.1 EXECUTION VERSION AMENDMENT AND EXCHANGE AGREEMENT This Amendment and Exchange Agreement (the “Agreement”) is entered into as of the 15th day of July, 2024, by and between Ocean Biomedical, Inc., a Delaware corporation with offices located at 55 Claverick Street, Room 325, Providence, Rhode Island 02903 (the “Company”), and the undersigned investor signatory hereto (the “Holder”), wit

May 30, 2024 EX-99.1

Ocean Biomedical, Inc. Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q

Exhibit 99.1 Ocean Biomedical, Inc. Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q PROVIDENCE, Rhode Island, May 30, 2024 (GLOBE NEWSWIRE) — Ocean Biomedical, Inc. (NASDAQ: OCEA), today announced that on May 22, 2024, it received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed its Quarterly Repo

May 30, 2024 8-K

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2024 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission Fil

May 14, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transit

April 24, 2024 8-K

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2024 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission F

April 24, 2024 EX-99.1

Ocean Biomedical, Inc. Announces Receipt of Notice from Nasdaq Regarding Late Filing of Annual Report on Form 10-K

EXHIBIT 99.1 Ocean Biomedical, Inc. Announces Receipt of Notice from Nasdaq Regarding Late Filing of Annual Report on Form 10-K PROVIDENCE, Rhode Island, April 24, 2024 (GLOBE NEWSWIRE) – Ocean Biomedical, Inc. (NASDAQ: OCEA), today announced that on April 18, 2024, it received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed its Annual Report

April 15, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40793 OCEAN

April 15, 2024 EX-10.2

Side Letter Agreement, dated October 2, 2023, by and between Ocean Biomedical, Inc. and Polar Multi-Strategy Master Fund.

Exhibit 10.2

April 15, 2024 EX-10.1

Seventh Amendment to Exclusive License Agreements (BROWN ID 2465, 2576, 2587, BROWN ID 3039, BROWN ID 2613, BROWN ID 2502) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated August 25, 2022.

Exhibit 10.1 SEVENTH AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTS This Seventh Amendment to Exclusive License Agreement (this “Amendment”) is entered into effective November 1, 2023 (the “Amendment Date”), by and between Elkurt, Inc., a Rhode Island corporation with an address at 297 President Ave, Providence RI 02906 (“Elkurt”) and Ocean Biomedical Inc., a Delaware corporation with an address at 19W

April 15, 2024 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

April 15, 2024 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

April 1, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Tran

March 8, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2024 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission Fi

March 4, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2024 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission

February 14, 2024 SC 13G/A

US00809L2051 / Aesther Healthcare Acquisition Corp. / Lighthouse Investment Partners, LLC Passive Investment

SC 13G/A 1 lighthouse-aeha123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Aesther Healthcare Acquisition Corp. (Name of Issuer) Class A Ordinary Share, par value $0.0001 per share (Title of Class of Securities) 00809L205 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filin

February 14, 2024 SC 13G

US67644C1045 / OCEAN BIOMEDICAL INC-CL A / Ayrton Capital LLC Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 0)* OCEAN BIOMEDICAL, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 67644C104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

February 13, 2024 SC 13G/A

US67644C1045 / OCEAN BIOMEDICAL INC-CL A / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Ocean Biomedical, Inc. (f/k/a Aesther Healthcare Acquisition Corp.) (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 67644C104 (CUSIP Number) December 31, 2023 (Date of Event whic

February 13, 2024 SC 13G/A

US67644C1045 / OCEAN BIOMEDICAL INC-CL A / ATW SPAC MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ocean Biomedical, Inc. (f/k/a Aesther Healthcare Acquisition Corp.) (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 67644C104 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement)

February 12, 2024 SC 13G/A

US00809L1061 / Aesther Healthcare Acquisition Corp., Class A / Vivaldi Asset Management, LLC Passive Investment

SC 13G/A 1 schedule13gaaeha021224.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Aesther Healthcare Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00809L106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing

February 7, 2024 SC 13G/A

US00809L2051 / Aesther Healthcare Acquisition Corp. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Aesther Healthcare Acquisition Corp (Name of Issuer) Common Stock, $0001 par value (Title of Class of Securities) 00809L205 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

January 26, 2024 SC 13G/A

US67644C1045 / OCEAN BIOMEDICAL INC-CL A / Weiss Asset Management LP Passive Investment

SC 13G/A 1 ocea13ga31dec2023.htm =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.2)* OCEAN BIOMEDICAL, INC. (FORMERLY KNOWN AS AESTHER HEALTHCARE ACQUISITION CORP.) - (Name of Issuer) Common stock, par value $0.0001 per share

January 19, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 17, 2024 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission

January 17, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 11, 2024 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission

November 30, 2023 EX-99.1

Ocean Biomedical, Inc. Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q

Exhibit 99.1 Ocean Biomedical, Inc. Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q PROVIDENCE, Rhode Island , Nov. 29, 2023 (GLOBE NEWSWIRE) — Ocean Biomedical, Inc. (NASDAQ: OCEA), today announced that on November 22, 2023, it received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed its quarter

November 30, 2023 8-K

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2023 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commissio

November 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC File Number: 001-40793 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 15, 2023 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2023 OCEAN BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commissio

October 12, 2023 EX-99.1

Ocean Biomedical and Virion Therapeutics Form Joint Venture Supporting Multi-National, First-In-Humans Clinical Chronic Hepatitis B Study: Now Enrolling, With Goal of a Functional Cure for a Disease Affecting 300+ Million Patients Worldwide

Exhibit 99.1 Ocean Biomedical and Virion Therapeutics Form Joint Venture Supporting Multi-National, First-In-Humans Clinical Chronic Hepatitis B Study: Now Enrolling, With Goal of a Functional Cure for a Disease Affecting 300+ Million Patients Worldwide Providence, Rhode Island, October 12, 2023 – Ocean Biomedical, Inc. (NASDAQ: OCEA), a biopharma company working to accelerate the development of c

October 12, 2023 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2023 Ocean Biomedical, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission

October 12, 2023 EX-10.1

Amended and Restated Contribution Agreement, dated October 11, 2023, between Ocean Biomedical, Inc., Virion Therapeutics, LLC and Poseidon Bio LLC

Exhibit 10.1 AMENDED AND RESTATED Contribution Agreement This Amended and Restated Contribution Agreement (this “Agreement”) dated as of October 11, 2023 by and between Ocean Biomedical, Inc., a Delaware corporation (“Participant”), Virion Therapeutics, LLC, a Delaware limited liability company (“JV Company”), and Poseidon Bio, LLC, a Delaware limited liability company (“Poseidon”). Each of Partic

October 12, 2023 EX-10.2

Second Amended and Restated Limited Liability Company Operating Agreement of Virion Therapeutics, LLC, dated October 11, 2023

Exhibit 10.2 VIRION THERAPEUTICS, LLC – SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) OF VIRION THERAPEUTICS, LLC, a Delaware limited liability company (the “Company”), is made and entered into effective October 11, 2023 (the “Effective Date”), by and among the Company and

October 6, 2023 EX-10.1

First Amendment to Common Stock Purchase Agreement, dated October 4, 2023, between Ocean Biomedical, Inc. and White Lion Capital LLC.

Exhibit 10.1 AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT BETWEEN Ocean Biomedical, Inc. AND WHITE LION CAPITAL LLC THIS AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective October 4, 2023 (the “Amendment Effective Date”), is by and between Ocean Biomedical, Inc., f/k/a Aesther Healthcare Acquisition Corp. (the “Company”), and White Lion Capital, LLC, a Nevada limited liabil

October 6, 2023 EX-99.1

Ocean Biomedical Announces Loan Commitment from Largest Stockholder; Up to $10 Million

Exhibit 99.1 Ocean Biomedical Announces Loan Commitment from Largest Stockholder; Up to $10 Million Providence, RI, October 4, 2023 (GLOBE NEWSWIRE). Ocean Biomedical, Inc. (NASDAQ: OCEA) announced today that it has entered into a non-binding term sheet with its largest stockholder, Poseidon Bio, LLC, majority owned by Dr. Chirinjeev Kathuria, for a proposed debt facility consisting of convertible

October 6, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2023 Ocean Biomedical,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2023 Ocean Biomedical, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission

October 3, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2023 Ocean Biomedical, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission

October 3, 2023 EX-10.1

Side Letter, dated October 2, 2023, between Ocean Biomedical, Inc. and Polar Multi-Strategy Master Fund.

Exhibit 10.1 SIDE LETTER Dated October 2, 2023 This Side Letter Agreement (the “Side Letter”) to the Assignment and Novation Agreement dated February 13, 2023 (the “Novation Agreement”), a copy of which is attached hereto as Exhibit A, by and among (i) Ocean Biomedical Inc., a Delaware corporation formerly known as Aesther Healthcare Acquisition Corp (the “Counterparty”), (ii) Ocean Biomedical Hol

September 6, 2023 8-K

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2023 Ocean Biomedical, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission

August 16, 2023 424B3

OCEAN BIOMEDICAL, INC. UP TO 26,196,162 SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF SENIOR SECURED CONVERTIBLE PROMISSORY NOTES UP TO 1,971,934 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS

PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus dated July 7, 2023) Filed pursuant to Rule 424(b)(3) Registration Number 333-272859 OCEAN BIOMEDICAL, INC. UP TO 26,196,162 SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF SENIOR SECURED CONVERTIBLE PROMISSORY NOTES UP TO 1,971,934 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS This prospectus supplement (the “Prospectus Supplement”) supplem

August 16, 2023 424B3

OCEAN BIOMEDICAL, INC. 12,050,054 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS 5,411,000 WARRANTS 13,213,693 SHARES OF COMMON STOCK 2,643,677 SHARES OF COMMON STOCK

424B3 1 form424b3.htm PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus dated June 22, 2023) Filed pursuant to Rule 424(b)(3) Registration Number 333-271392 OCEAN BIOMEDICAL, INC. 12,050,054 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS 5,411,000 WARRANTS 13,213,693 SHARES OF COMMON STOCK 2,643,677 SHARES OF COMMON STOCK This prospectus supplement (the “Prospectus Supplement”) supplements the

August 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40793 OCEAN BIOM

August 4, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

August 3, 2023 424B3

OCEAN BIOMEDICAL, INC. UP TO 26,196,162 SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF SENIOR SECURED CONVERTIBLE PROMISSORY NOTES UP TO 1,971,934 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS

PROSPECTUS Filed pursuant to Rule 424(b)(3) Registration Number 333-271392 OCEAN BIOMEDICAL, INC.

July 24, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

July 6, 2023 CORRESP

55 Claverick St., Room 325 Providence, Rhode Island 02903

55 Claverick St., Room 325 Providence, Rhode Island 02903 July 6, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Lauren Hamill Re: Ocean Biomedical, Inc. Registration Statement on Form S-1 File No. 333-272859 Ladies and Gentleman: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigne

July 6, 2023 S-1/A

As filed with the Securities and Exchange Commission on July 6, 2023

As filed with the Securities and Exchange Commission on July 6, 2023 Registration No.

June 23, 2023 424B3

OCEAN BIOMEDICAL, INC. 12,050,054 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS 5,411,000 WARRANTS 13,213,693 SHARES OF COMMON STOCK 2,643,677 SHARES OF COMMON STOCK

PROSPECTUS Filed pursuant to Rule 424(b)(3) Registration Number 333-271392 OCEAN BIOMEDICAL, INC.

June 22, 2023 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) OCEAN BIOMEDICAL, INC.

June 22, 2023 S-1

As filed with the Securities and Exchange Commission on June 22, 2023

As filed with the Securities and Exchange Commission on June 22, 2023 Registration No.

June 21, 2023 CORRESP

55 Claverick St., Room 325 Providence, Rhode Island 02903

55 Claverick St., Room 325 Providence, Rhode Island 02903 June 21, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Joe McCann and Arzhang Navai Re: Ocean Biomedical, Inc. Registration Statement on Form S-1 File No. 333-271392 Ladies and Gentleman: Pursuant to Rule 461 under the Securities Act of 1933, as amended

June 15, 2023 S-1/A

As filed with the Securities and Exchange Commission on June 15, 2023

As filed with the Securities and Exchange Commission on June 15, 2023 Registration No.

June 15, 2023 EX-FILING FEES

Amended and Restated Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) OCEAN BIOMEDICAL, INC.

June 15, 2023 CORRESP

* * * California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Direct Fax: (866) 945-9792 Email: [email protected] June 15, 2023 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Arzhang Navai and Joe McCann Re: Ocean Bi

June 8, 2023 EX-10.1

Amendment to Loan Agreement, effective as of May 15, 2023, between the Company and McKra Investments III (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on June 8, 2023).

EX-10.1 2 ex10-1.htm AMENDMENT TO LOAN AGREEMENT, DATED JUNE 2, 2023 Exhibit 10.1

June 8, 2023 EX-10.2

Omnibus Amendment to Loan Agreements, effective as of May 15, 2023, between the Company and Second Street Capital, LLC (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on June 8, 2023).

EX-10.2 3 ex10-2.htm OMNIBUS AMENDMENT TO LOAN AGREEMENTS, DATED JUNE 2, 2023 Exhibit 10.2

June 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 June 8, 2023 (June 2, 2023) Date of Report (Date of earliest event reported) Ocean

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 June 8, 2023 (June 2, 2023) Date of Report (Date of earliest event reported) Ocean Biomedical, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (

June 1, 2023 EX-10.107

Security and Pledge Agreement, dated May 25, 2023, between the Company, Ocean Biomedical Holdings, Inc., Ocean ChitoRx Inc, Ocean ChitofibroRx Inc., Ocean Sihoma Inc., Ocean Promise, Inc., and Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (incorporated by reference from Exhibit 10.107 to the Form S-1/A filed by Ocean Biomedical, Inc. (File No. 333-271392) on Jun 1, 2023).

EX-10.107 4 ex10-107.htm SECURITY AND PLEDGE AGREEMENT Exhibit 10.107 EXECUTION VERSION SECURITY AND PLEDGE AGREEMENT SECURITY AND PLEDGE AGREEMENT, dated as of May 16, 2023 (this “Agreement”), made by Ocean Biomedical, Inc., a company organized under the laws of Delaware, with offices located at 55 Claverick St., Rm. 325, Providence, RI 02903 (the “Company”), and each of the undersigned direct an

June 1, 2023 EX-10.109

Registration Rights Agreement, dated May 25, 2023, between the Company and Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (incorporated by reference from Exhibit 10.109 to the Form S-1/A filed by Ocean Biomedical, Inc. (File No. 333-271392) on June 1, 2023).

EX-10.109 5 ex10-109.htm REGISTRATION RIGHTS AGREEMENT Exhibit 10.109 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 16, 2023, is by and among Ocean Biomedical, Inc., a Delaware corporation with offices located at 55 Claverick Street, Room 325, Providence, Rhode Island 02903 (the “Company”), and the undersigned buyers (each, a “B

June 1, 2023 EX-FILING FEES

Amended and Restated Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) OCEAN BIOMEDICAL, INC.

June 1, 2023 CORRESP

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Direct Fax: (866) 945-9792 Email: [email protected] June 1, 2023 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Arzhang Navai and Joe McCann Re: Ocean Bio

June 1, 2023 S-1/A

As filed with the Securities and Exchange Commission on June 1, 2023

As filed with the Securities and Exchange Commission on June 1, 2023 Registration No.

June 1, 2023 EX-10.106

Guaranty, dated May 25, 2023, between Ocean Biomedical Holdings, Inc., Ocean ChitoRx Inc, Ocean ChitofibroRx Inc., Ocean Sihoma Inc., Ocean Promise, Inc., and Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (incorporated by reference from Exhibit 10.106 to the Form S-1/A filed by Ocean Biomedical, Inc. (File No. 333-271392) on Jun 1, 2023).

Exhibit 10.106 EXECUTION VERSION GUARANTY This GUARANTY, dated as of May 16, 2023 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers”

May 26, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 Ocean Biomedical, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission Fil

May 26, 2023 EX-10.1

Amendment No. 1 to Securities Purchase Agreement between the Company and the Investor dated May 25, 2023 (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on May 26, 2023).

Exhibit 10.1 AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT This AMENDMENT NO. 1, dated as of May 25, 2023 (this “Amendment”), to the SECURITIES PURCHASE AGREEMENT (the “Securities Purchase Agreement”), dated as of May 15, 2023, is by and among Ocean Biomedical, Inc., a Delaware corporation with offices located at 55 Claverick Street, Room 325, Providence, Rhode Island 02903 (the “Company”), and

May 24, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40793 Ocean Bio

May 24, 2023 EX-10.17

Warrant No. 2023-7 to Subscribe to Common Shares issued by the Registrant to Special Forces F9, LLC (incorporated by reference from Exhibit 10.17 to the Form 10-Q filed by Ocean Biomedical, Inc. (File No. 001-40793) on May 24, 2023).

Exhibit 10.17

May 16, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40793

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40793 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on

May 16, 2023 EX-10.1

Form of Senior Secured Convertible Note (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on May 16, 2023).

Exhibit 10.1 [FORM OF SENIOR SECURED CONVERTIBLE NOTE] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A

May 16, 2023 EX-10.6

Registration Rights Agreement

Exhibit 10.6 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 16, 2023, is by and among Ocean Biomedical, Inc., a Delaware corporation with offices located at 55 Claverick Street, Room 325, Providence, Rhode Island 02903 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In co

May 16, 2023 EX-10.2

Form of Warrant (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on May 16, 2023).

Exhibit 10.2 [FORM OF WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRAT

May 16, 2023 EX-10.5

Securities Purchase Agreement, dated May 15, 2023, between the Company and Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (incorporated by reference from Exhibit 10.5 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on May 16, 2023).

Exhibit 10.5 EXECUTION COPY SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 15, 2023, is by and among Ocean Biomedical, Inc., a Delaware corporation with offices located at 55 Claverick Street, Room 325, Providence, Rhode Island 02903 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buy

May 16, 2023 EX-99.1

Ocean Biomedical, Inc. Enters into a $25 Million Convertible Note Facility

Exhibit 99.1 Ocean Biomedical, Inc. Enters into a $25 Million Convertible Note Facility Providence, RI, May 16, 2023 (GLOBE NEWSWIRE) - Ocean Biomedical, Inc. (NASDAQ: OCEA), a biopharma company working to accelerate the development and commercialization of scientifically compelling assets from research universities and medical centers, announced today that it has entered into a private placement

May 16, 2023 8-K

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 Ocean Biomedical, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission Fil

May 16, 2023 EX-10.3

W I T N E S S E T H:

EX-10.3 4 ex10-3.htm Exhibit 10.3 EXECUTION VERSION GUARANTY This GUARANTY, dated as of May 16, 2023 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined

May 16, 2023 EX-10.4

Security and Pledge Agreement

Exhibit 10.4 EXECUTION VERSION SECURITY AND PLEDGE AGREEMENT SECURITY AND PLEDGE AGREEMENT, dated as of May 16, 2023 (this “Agreement”), made by Ocean Biomedical, Inc., a company organized under the laws of Delaware, with offices located at 55 Claverick St., Rm. 325, Providence, RI 02903 (the “Company”), and each of the undersigned direct and indirect Subsidiaries (as defined below) of the Company

April 21, 2023 EX-19.1

Insider Trading Compliance Policy (incorporated by reference from Exhibit 19.1 to the Form S-1 filed by Ocean Biomedical, Inc. (File No. 333-271392) on April 21, 2023).

Exhibit 19.1

April 21, 2023 EX-10.79

Warrant No. 2023-4 to Subscribe to Common Shares issued by the Registrant to Second Street Capital, LLC (incorporated by reference from Exhibit 10.79 to the Form S-1 filed by Ocean Biomedical, Inc. (File No. 333-271392) on April 21, 2023).

Exhibit 10.79

April 21, 2023 EX-10.78

Warrant No. 2023-3 to Subscribe to Common Shares issued by the Registrant to McKra Investments III (incorporated by reference from Exhibit 10.78 to the Form S-1 filed by Ocean Biomedical, Inc. (File No. 333-271392) on April 21, 2023).

Exhibit 10.78

April 21, 2023 EX-10.102

Consent Agreement, dated April 18, 2023, by and among Ocean Biomedical, Inc. (f/k/a Aesther Healthcare Acquisition Corp.) and White Lion Capital LLC (incorporated by reference from Exhibit 10.102 to the Form S-1 filed by Ocean Biomedical, Inc. (File No. 333-271392) on April 21, 2023).

Exhibit 10.102

April 21, 2023 EX-10.65

Fifth Amendment to Loan Agreement between the Registrant and Second Street Capital, LLC effective as of March 31, 2023 (incorporated by reference from Exhibit 10.65 to the Form S-1 filed by Ocean Biomedical, Inc. (File No. 333-271392) on April 21, 2023).

Exhibit 10.65

April 21, 2023 EX-10.80

Warrant No. 2023-5 to Subscribe to Common Shares issued by the Registrant to Second Street Capital, LLC (incorporated by reference from Exhibit 10.80 to the Form S-1 filed by Ocean Biomedical, Inc. (File No. 333-271392) on April 21, 2023).

Exhibit 10.80

April 21, 2023 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) OCEAN BIOMEDICAL, INC.

April 21, 2023 EX-10.81

Warrant No. 2023-6 to Subscribe to Common Shares issued by the Registrant to Second Street Capital, LLC (incorporated by reference from Exhibit 10.81 to the Form S-1 filed by Ocean Biomedical, Inc. (File No. 333-271392) on April 21, 2023).

Exhibit 10.81

April 21, 2023 S-1

As filed with the Securities and Exchange Commission on April 21, 2023

As filed with the Securities and Exchange Commission on April 21, 2023 Registration No.

April 21, 2023 EX-10.71

Fifth Amendment to Loan Agreement between the Registrant and Second Street Capital, LLC effective as of March 31, 2023 (incorporated by reference from Exhibit 10.71 to the Form S-1 filed by Ocean Biomedical, Inc. (File No. 333-271392) on April 21, 2023).

Exhibit 10.71

March 31, 2023 EX-10.74

Warrant No. 2023-1 to Subscribe to Common Shares issued by the Registrant to Second Street Capital, LLC (incorporated by reference from Exhibit 10.74 to the Form 10-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on March 31, 2023).

Exhibit 10.74

March 31, 2023 EX-10.91

Subscription Agreement, dated February 14, 2023, by and between Aesther Healthcare Acquisition Corp. (n/k/a Ocean Biomedical, Inc.), Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) and Polar Multi-Strategy Master Fund (incorporated by reference from Exhibit 10.91 to the Form 10-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on March 31, 2023).

Exhibit 10.91

March 31, 2023 EX-10.90

Assignment and Novation Agreement, dated February 13, 2023, by and between Aesther Healthcare Acquisition Corp. (n/k/a Ocean Biomedical, Inc.), Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.), Vellar Opportunity Fund SPV LLC – Series 3 and Polar Multi-Strategy Master Fund (incorporated by reference from Exhibit 10.90 to the Form 10-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on March 31, 2023).

Exhibit 10.90

March 31, 2023 EX-10.89

Assignment and Novation Agreement, dated February 13, 2023, by and between Aesther Healthcare Acquisition Corp. (n/k/a Ocean Biomedical, Inc.), Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.), Vellar Opportunity Fund SPV LLC – Series 3, Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP (incorporated by reference from Exhibit 10.89 to the Form 10-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on March 31, 2023).

Exhibit 10.89

March 31, 2023 EX-99.2

OCEAN BIOMEDICAL, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.2 OCEAN BIOMEDICAL, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Consolidated Financial Statements Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Stockholders’ Equity F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial State

March 31, 2023 EX-10.94

Loan Agreement, dated March 28, 2023, by and among Ocean Biomedical, Inc. (f/k/a Aesther Healthcare Acquisition Corp.) and McKra Investments III (incorporated by reference from Exhibit 10.94 to the Form 10-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on March 31, 2023).

Exhibit 10.94

March 31, 2023 EX-10.69

Fourth Amendment to Loan Agreement between the Registrant and Second Street Capital, LLC effective as of February 15, 2023 (incorporated by reference from Exhibit 10.69 to the Form 10-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on March 31, 2023).

Exhibit 10.69

March 31, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40793 Ocean Biomedical,

March 31, 2023 EX-10.83

Loan Agreement, dated March 29, 2023, by and among Ocean Biomedical, Inc. (f/k/a Aesther Healthcare Acquisition Corp.) and Second Street Capital, LLC (incorporated by reference from Exhibit 10.83 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on March 31, 2023).

Exhibit 10.83

March 31, 2023 EX-10.92

Promissory Note, dated February 14, 2023, issued to EF Hutton, division of Benchmark Investments, LLC by Aesther Healthcare Acquisition Corp. (n/k/a Ocean Biomedical, Inc.) (incorporated by reference from Exhibit 10.92 to the Form 10-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on March 31, 2023).

Exhibit 10.92

March 31, 2023 EX-10.93

Loan and Transfer Agreement, by and among Aesther Healthcare Acquisition Corp. (n/k/a Ocean Biomedical, Inc.), Aesther Healthcare Sponsor, LLC and NPIC Limited dated December 13, 2022, as modified by that certain Loan Modification Agreement by and among Ocean Biomedical, Inc. (f/k/a Aesther Healthcare Acquisition Corp.), Aesther Healthcare Sponsor, LLC and NPIC Limited dated March 22, 2023 and Side Letter Agreement by and among Ocean Biomedical, Inc. (f/k/a Aesther Healthcare Acquisition Corp.) and Aesther Healthcare Sponsor, LLC (incorporated by reference from Exhibit 10.93 to the Form 10-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on March 31, 2023).

Exhibit 10.93

March 31, 2023 EX-99.3

OCEAN BIOMEDICAL’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.3 OCEAN BIOMEDICAL’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Unless otherwise indicated or the context requires, references in this section to “Legacy Ocean Biomedical,” “we,” “us,” “our” and other similar terms refer to Ocean Biomedical Holdings, Inc. prior to the Business Combination, references in this section to “Ocean Biomedical” or the

March 31, 2023 EX-99.4

UNAUDITED PRO FORMA COMBINED CONsolidated FINANCIAL INFORMATION

Exhibit 99.4 UNAUDITED PRO FORMA COMBINED CONsolidated FINANCIAL INFORMATION Introduction The following unaudited pro forma combined financial information presents the combination of the financial information of Aesther Healthcare Acquisition Corp. (“Aesther” or “AHAC”) and Ocean Biomedical, Inc. adjusted to give effect to a completed transaction on February 14, 2023 (the “Closing Date”), whereas,

March 31, 2023 EX-19.1

Insider Trading Compliance Policy.

Exhibit 19.1

March 31, 2023 EX-10.75

Warrant No. 2023-2 to Subscribe to Common Shares issued by the Registrant to Second Street Capital, LLC (incorporated by reference from Exhibit 10.75 to the Form 10-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on March 31, 2023).

Exhibit 10.75

March 31, 2023 EX-10.64

Fourth Amendment to Loan Agreement between the Registrant and Second Street Capital, LLC effective as of February 15, 2023 (incorporated by reference from Exhibit 10.64 to the Form 10-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on March 31, 2023).

Exhibit 10.64

March 31, 2023 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2023 Ocean Biomedical, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorpo

March 27, 2023 EX-10.1

Loan and Transfer Agreement, by and among Aesther Healthcare Acquisition Corp., Aesther Healthcare Sponsor, LLC, and NPIC Limited dated December 13, 2022, as modified by that certain Loan Modification Agreement by and among Ocean Biomedical, Inc. (f/k/a Aesther Healthcare Acquisition Corp.), Aesther Healthcare Sponsor, LLC, and NPIC Limited dated March 22, 2023 and Side Letter Agreement by and among Ocean Biomedical, Inc. (f/k/a Aesther Healthcare Acquisition Corp.) and Aesther Healthcare Sponsor, LLC.

Exhibit 10.1

March 27, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2023 Ocean Biomedical,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2023 Ocean Biomedical, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission F

March 24, 2023 SC 13D/A

US67644C1045 / OCEAN BIOMEDICAL INC-CL A / Aesther Healthcare Sponsor, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 schedule 13d/A Under The Securities Exchange Act Of 1934 (Amendment No. 1)* Ocean Biomedical, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 67644C104 (CUSIP Number) Suren Ajjarapu 515 Madison Avenue, Suite 8078 New York, New York 10022 (646) 908-2659 with a copy to: Kate L. Bech

March 24, 2023 EX-99.6

LOAN MODIFICATION AGREEMENT

Exhibit 99.6 Execution Version LOAN MODIFICATION AGREEMENT THIS LOAN MODIFICATION AGREEMENT (this “Agreement”), made this 22nd day of March, 2023, by and among NPIC Limited (the “Lender”), Ocean Biomedical, Inc. f/k/a Aesther Healthcare Acquisition Corp. (the “Company”) and Aesther Healthcare Sponsor, LLC (the “Sponsor” or “Borrower”). Lender, Company and Sponsor are referred to in this Agreement

March 24, 2023 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, resta

March 17, 2023 EX-99.1

Investor Presentation, dated March 16, 2023.

Exhibit 99.1

March 17, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 Ocean Biomedical, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commission F

February 24, 2023 EX-99.8

Power of Attorney of Aesther Healthcare Sponsor, LLC, dated February 16, 2023.

EX-99.8 3 ex99-8.htm Exhibit 99.8 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Kate L. Bechen, Thomas S. Vaughn, Joseph R. DeHondt, Timothy B. Caprez, Robin K. Lehninger, Julie A. D’Angelo, Katherine E. Spiser, or Hallie D. Heath, or any of them acting singly and with full power of substitution, as the undersigned’s true and lawful atto

February 24, 2023 EX-99.5

POWER OF ATTORNEY

Exhibit 99.5 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Kate L. Bechen, Thomas S. Vaughn, Joseph R. DeHondt, Timothy B. Caprez, Robin K. Lehninger, Julie A. D’Angelo, Katherine E. Spiser, or Hallie D. Heath, or any of them acting singly and with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to: (1)

February 24, 2023 EX-99.7

Joint Filing Agreement by and among the Reporting Persons.

EX-99.7 4 ex99-7.htm Exhibit 99.7 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including

February 24, 2023 SC 13D

US67644C1045 / OCEAN BIOMEDICAL INC-CL A / Aesther Healthcare Sponsor, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 schedule 13d Under The Securities Exchange Act Of 1934 (Amendment No. )* Ocean Biomedical, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 67644C104 (CUSIP Number) Aesther Healthcare Sponsor, LLC Attn: Suren Ajjarapu 515 Madison Avenue, Suite 8078 New York, New York 10022 (646) 90

February 24, 2023 SC 13D

US67644C1045 / OCEAN BIOMEDICAL INC-CL A / Poseidon Bio, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 schedule 13d Under The Securities Exchange Act Of 1934 (Amendment No. )* Ocean Biomedical, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 67644C104 (CUSIP Number) Poseidon Bio, LLC Attn: Dr. Chirinjeev Kathuria 19W060 Avenue LaTour Oak Brook, IL 60523 (401) 444-7375 with a copy t

February 24, 2023 EX-99.6

Power of Attorney of Poseidon Bio, LLC, dated January 30, 2023.

EX-99.6 3 ex99-6.htm Exhibit 99.6 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Kate L. Bechen, Thomas S. Vaughn, Joseph R. DeHondt, Timothy B. Caprez, Robin K. Lehninger, Julie A. D’Angelo, Katherine E. Spiser, or Hallie D. Heath, or any of them acting singly and with full power of substitution, as the undersigned’s true and lawful atto

February 24, 2023 EX-99.9

JOINT FILING AGREEMENT

Exhibit 99.9 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, resta

February 24, 2023 EX-99.7

Power of Attorney of Surendra K. Ajjarapu, dated January 30, 2023.

EX-99.7 2 ex99-7.htm Exhibit 99.7 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Kate L. Bechen, Thomas S. Vaughn, Joseph R. DeHondt, Timothy B. Caprez, Robin K. Lehninger, Julie A. D’Angelo, Katherine E. Spiser, or Hallie D. Heath, or any of them acting singly and with full power of substitution, as the undersigned’s true and lawful atto

February 17, 2023 SC 13G/A

AEHA / Aesther Healthcare Acquisition Corp - Class A / Vellar Opportunities Fund Master, Ltd. Passive Investment

SC 13G/A 1 cohenco-aeha021523a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ocean Biomedical, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 67644C104 (CUSIP Number) February 15, 2023 (Date of Event Which Requires Filing of this Statement) Check

February 17, 2023 EX-2.2

Assignment and Novation Agreement by and between Vellar Opportunity Fund SPV LLC – Series 3, Polar Multi-Strategy Master Fund, Aesther Healthcare Acquisition Corp. and Ocean Biomedical, Inc. dated as of February 13, 2023.

EX-2.2 3 ex2-2.htm Exhibit 2.2

February 17, 2023 SC 13G

US00809L1061 / Aesther Healthcare Acquisition Corp., Class A / Vellar Opportunities Fund Master, Ltd. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 17, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2023 Ocean Biomedical, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commissio

February 17, 2023 EX-2.1

Assignment and Novation Agreement by and between Vellar Opportunity Fund SPV LLC – Series 3, Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP and Aesther Healthcare Acquisition Corp. and Ocean Biomedical, Inc. dated as of February 13, 2023.

EX-2.1 2 ex2-1.htm Exhibit 2.1

February 17, 2023 EX-2.3

Subscription Agreement by and between Aesther Healthcare Acquisition Corp., Ocean Biomedical, Inc. and Polar Multi-Strategy Master Fund dated as of February 14, 2023.

EX-2.3 4 ex2-3.htm Exhibit 2.3

February 15, 2023 EX-2.2

Amendment to Agreement and Plan of Merger, dated as of December 5, 2022, by and between Aesther Healthcare Acquisition Corp. (n/k/a Ocean Biomedical, Inc.), AHAC Merger Sub Inc., Aesther Healthcare Sponsor, LLC, Dr. Chirinjeev Kathuria and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) (incorporated by reference from Exhibit 2.2 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-2.2 2 ex2-2.htm Exhibit 2.2

February 15, 2023 EX-10.71

Warrant No. 3 to Subscribe to Common Shares issued by the Registrant to Second Street Capital, LLC (incorporated by reference from Exhibit 10.71 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.71 36 ex10-71.htm Exhibit 10.71

February 15, 2023 EX-10.57

Third Amendment to Exclusive License Agreement (RIH #154) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated March 25, 2022 (incorporated by reference from Exhibit 10.57 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.57 22 ex10-57.htm Exhibit 10.57

February 15, 2023 EX-10.40

First Amendment to Exclusive License Agreement (BROWN ID 2613) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated March 21, 2021 (incorporated by reference from Exhibit 10.40 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.40 5 ex10-40.htm Exhibit 10.40

February 15, 2023 EX-10.27

Second Amendment to Exclusive License Agreement (BROWN ID 2465, 2576, 2587) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated August 31, 2021 (incorporated by reference from Exhibit 10.27 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.27 30 ex10-27.htm Exhibit 10.27

February 15, 2023 EX-10.25

Exclusive License Agreement BROWN ID 2465, 2576, 2587 (FRG) Antibody between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated July 31, 2020 (incorporated by reference from Exhibit 10.25 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

Exhibit 10.25

February 15, 2023 EX-10.19

Amendment to June 14, 2021 Offer of Employment between Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) and Robert Sweeney dated August 2, 2021 (incorporated by reference from Exhibit 10.19 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.19 22 ex10-19.htm Exhibit 10.19

February 15, 2023 EX-10.63

Third Amendment to Loan Agreement between Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) and Second Street Capital, LLC dated December 30, 2022 (incorporated by reference from Exhibit 10.63 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.63 28 ex10-63.htm Exhibit 10.63

February 15, 2023 EX-99.1

Ocean Biomedical Debuts as Publicly Traded Company Focused on Accelerating the Commercialization of Innovative Assets from Research Universities and Medical Centers Completes business combination with Aesther Healthcare Acquisition Corp. Ocean Biomed

EX-99.1 2 ex99-1.htm Exhibit 99.1 Ocean Biomedical Debuts as Publicly Traded Company Focused on Accelerating the Commercialization of Innovative Assets from Research Universities and Medical Centers Completes business combination with Aesther Healthcare Acquisition Corp. Ocean Biomedical stock will trade on Nasdaq under ticker symbol “OCEA” Providence, RI and New York, NY Feb. 15, 2023 – Ocean Bio

February 15, 2023 EX-10.69

Warrant No. 2022-1 to Subscribe to Common Shares issued by the Registrant to Second Street Capital, LLC (incorporated by reference from Exhibit 10.69 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

Exhibit 10.69

February 15, 2023 EX-10.44

Fifth Amendment to Exclusive License Agreements (BROWN ID 2465, 2576, 2587, BROWN ID 3039, BROWN ID 2613, BROWN ID 2502) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated July 2, 2022 (incorporated by reference from Exhibit 10.44 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.44 9 ex10-44.htm Exhibit 10.44

February 15, 2023 EX-10.32

Exclusive License Agreement BROWN ID 3039 – Bi Specific Antibody Anti-CTLA4 between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated July 31, 2020 (incorporated by reference from Exhibit 10.32 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.32 35 ex10-32.htm Exhibit 10.32

February 15, 2023 EX-10.21

Consulting Agreement between Jonathan Kurtis and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.), dated February 22, 2021 (incorporated by reference from Exhibit 10.21 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.21 24 ex10-21.htm Exhibit 10.21

February 15, 2023 EX-10.2

Lock-Up Agreement, dated as of February 14, 2023, by and between the Registrant and Poseidon Bio, LLC (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.2 6 ex10-2.htm Exhibit 10.2

February 15, 2023 EX-10.12

Amendment to February 22, 2021 Offer of Employment between Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) and Daniel Behr dated August 2, 2021 (incorporated by reference from Exhibit 10.12 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.12 15 ex10-12.htm Exhibit 10.12

February 15, 2023 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Change in Shell Company Status

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2023 Ocean Biomedical, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commissio

February 15, 2023 EX-10.26

First Amendment to Exclusive License Agreement (BROWN ID 2465, 2576, 2587) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated March 21, 2021 (incorporated by reference from Exhibit 10.26 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.26 29 ex10-26.htm Exhibit 10.26

February 15, 2023 EX-10.18

Offer of Employment between Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) and Robert Sweeney dated June 14, 2021 (incorporated by reference from Exhibit 10.18 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.18 21 ex10-18.htm Exhibit 10.18

February 15, 2023 EX-10.13

Offer Letter between Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) and Gurinder Kalra, dated February 22, 2021 (incorporated by reference from Exhibit 10.13 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.13 16 ex10-13.htm Exhibit 10.13

February 15, 2023 EX-10.10

Amendment to February 22, 2021 Offer of Employment between Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) and Chirinjeev Kathuria dated August 2, 2021 (incorporated by reference from Exhibit 10.10 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.10 13 ex10-10.htm Exhibit 10.10

February 15, 2023 EX-10.24

Form of Director and Officer Indemnification Agreement, by and between the Registrant and each of its directors, the Chief Executive Officer and the Chief Financial Officer (incorporated by reference from Exhibit 10.24 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.24 27 ex10-24.htm Exhibit 10.24

February 15, 2023 EX-10.4

2022 Stock Option and Incentive Plan and Form of Non-Qualified Stock Option Agreement for Non-Employee Directors (incorporated by reference from Exhibit 10.4 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

Exhibit 10.4

February 15, 2023 EX-10.61

First Amendment to Loan Agreement between Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) and Second Street Capital, LLC dated April 22, 2022 (incorporated by reference from Exhibit 10.61 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.61 26 ex10-61.htm Exhibit 10.61

February 15, 2023 EX-10.35

Third Amendment to Exclusive License Agreement (BROWN ID 3039) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated March 25, 2022 (incorporated by reference from Exhibit 10.35 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.35 38 ex10-35.htm Exhibit 10.35

February 15, 2023 EX-10.28

Third Amendment to Exclusive License Agreement (BROWN ID 2465, 2576, 2587) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated March 25, 2022 (incorporated by reference from Exhibit 10.28 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.28 31 ex10-28.htm Exhibit 10.28

February 15, 2023 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment no. 1 CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment no. 1 CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2023 Ocean Biomedical, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorpo

February 15, 2023 EX-10.50

Fourth Amendment to Exclusive License Agreements (BROWN ID 2465, 2576, 2587, BROWN ID 3039, BROWN ID 2613, BROWN ID 2502) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated July 1, 2022 (incorporated by reference from Exhibit 10.50 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

Exhibit 10.50

February 15, 2023 EX-10.5

2022 Employee Stock Purchase Plan (incorporated by reference from Exhibit 10.5 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.5 9 ex10-5.htm Exhibit 10.5

February 15, 2023 EX-10.47

First Amendment to Exclusive License Agreement (BROWN ID 2502) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated March 21, 2021 (incorporated by reference from Exhibit 10.47 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.47 12 ex10-47.htm Exhibit 10.47

February 15, 2023 EX-10.43

Fourth Amendment to Exclusive License Agreements (BROWN ID 2465, 2576, 2587, BROWN ID 3039, BROWN ID 2613, BROWN ID 2502) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated July 1, 2022 (incorporated by reference from Exhibit 10.43 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

Exhibit 10.43

February 15, 2023 EX-10.20

Second Amendment to June 14, 2021 Offer of Employment between Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) and Robert Sweeney dated April 22, 2022 (incorporated by reference from Exhibit 10.20 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.20 23 ex10-20.htm Exhibit 10.20

February 15, 2023 EX-10.14

Amendment to February 22, 2021 Offer Letter between Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) and Gurinder Kalra dated August 2, 2021 (incorporated by reference from Exhibit 10.14 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.14 17 ex10-14.htm Exhibit 10.14

February 15, 2023 EX-10.45

Sixth Amendment to Exclusive License Agreements (BROWN ID 2465, 2576, 2587, BROWN ID 3039, BROWN ID 2613, BROWN ID 2502) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated August 25, 2022 (incorporated by reference from Exhibit 10.45 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.45 10 ex10-45.htm Exhibit 10.45

February 15, 2023 EX-10.53

Exclusive License Agreement Brown ID 3085J – Compositions and Treatments for Malaria, dated September 13, 2022, between Elkurt, Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) (incorporated by reference from Exhibit 10.53 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

Exhibit 10.53

February 15, 2023 EX-10.62

Second Amendment to Loan Agreement between Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) and Second Street Capital, LLC dated September 30, 2022 (incorporated by reference from Exhibit 10.62 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.62 27 ex10-62.htm Exhibit 10.62

February 15, 2023 EX-10.66

Second Amendment to Loan Agreement between Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) and Second Street Capital, LLC dated December 30, 2022 (incorporated by reference from Exhibit 10.66 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.66 31 ex10-66.htm Exhibit 10.66

February 15, 2023 EX-10.9

Offer Letter between Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) and Chirinjeev Kathuria, dated February 22, 2021 (incorporated by reference from Exhibit 10.9 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.9 12 ex10-9.htm Exhibit 10.9

February 15, 2023 EX-10.15

Second Amendment to February 22, 2021 Offer of Employment between Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) and Gurinder Kalra dated April 22, 2022 (incorporated by reference from Exhibit 10.15 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.15 18 ex10-15.htm Exhibit 10.15

February 15, 2023 EX-10.3

Non-Competition and Non-Solicitation Agreement, dated as of February 14, 2023, by and between the Registrant and Dr. Chirinjeev Kathuria (incorporated by reference from Exhibit 10.3 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.3 7 ex10-3.htm Exhibit 10.3

February 15, 2023 EX-10.72

Development and Manufacturing Services Agreement between Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.), Lonza Sales AG and Lonza AG dated December 15, 2020 (incorporated by reference from Exhibit 10.72 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.72 37 ex10-72.htm Exhibit 10.72

February 15, 2023 EX-10.67

Third Amendment to Loan Agreement between Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) and Second Street Capital, LLC dated January 10, 2023 (incorporated by reference from Exhibit 10.67 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.67 32 ex10-67.htm Exhibit 10.67

February 15, 2023 EX-10.56

Second Amendment to Exclusive License Agreement RIH #154 “PfsLSP-1 a Vaccine for Falciparum Malaria” RIH #305 “Antibodies to Pfgarp Kill Plasmodium Falciparum Malaria Parasites and Protect Against Infection and Severe Disease” between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated September 10, 2021 (incorporated by reference from Exhibit 10.56 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

Exhibit 10.56

February 15, 2023 EX-10.38

Sixth Amendment to Exclusive License Agreements (BROWN ID 2465, 2576, 2587, BROWN ID 3039, BROWN ID 2613, BROWN ID 2502) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated August 25, 2022 (incorporated by reference from Exhibit 10.38 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.38 3 ex10-38.htm Exhibit 10.38

February 15, 2023 EX-10.31

Sixth Amendment to Exclusive License Agreements (BROWN ID 2465, 2576, 2587, BROWN ID 3039, BROWN ID 2613, BROWN ID 2502) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated August 25, 2022 (incorporated by reference from Exhibit 10.31 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

Exhibit 10.31

February 15, 2023 EX-10.29

Fourth Amendment to Exclusive License Agreements (BROWN ID 2465, 2576, 2587, BROWN ID 3039, BROWN ID 2613, BROWN ID 2502) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated July 1, 2022 (incorporated by reference from Exhibit 10.29 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

Exhibit 10.29

February 15, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2023 Ocean Biomedical, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40793 87-1309280 (State or other jurisdiction of incorporation) (Commissio

February 15, 2023 EX-10.1

Lock-Up Agreement, dated as of February 14, 2023, by and between the Registrant and Dr. Chirinjeev Kathuria (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.1 5 ex10-1.htm Exhibit 10.1

February 15, 2023 EX-10.37

Fifth Amendment to Exclusive License Agreements (BROWN ID 2465, 2576, 2587, BROWN ID 3039, BROWN ID 2613, BROWN ID 2502) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated July 2, 2022 (incorporated by reference from Exhibit 10.37 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.37 2 ex10-37.htm Exhibit 10.37

February 15, 2023 EX-10.48

Second Amendment to Exclusive License Agreement (BROWN ID 2502) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated August 31, 2021 (incorporated by reference from Exhibit 10.48 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

Exhibit 10.48

February 15, 2023 EX-10.49

Third Amendment to Exclusive License Agreement (BROWN ID 2502) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated March 25, 2022 (incorporated by reference from Exhibit 10.49 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.49 14 ex10-49.htm Exhibit 10.49

February 15, 2023 EX-10.22

Amendment to Consulting Agreement between Jonathan Kurtis and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated August 2, 2021 (incorporated by reference from Exhibit 10.22 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

Exhibit 10.22

February 15, 2023 EX-10.33

First Amendment to Exclusive License Agreement (BROWN ID 3039) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated March 21, 2021 (incorporated by reference from Exhibit 10.33 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.33 36 ex10-33.htm Exhibit 10.33

February 15, 2023 EX-10.42

Third Amendment to Exclusive License Agreement (BROWN ID 2613) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated March 25, 2022 (incorporated by reference from Exhibit 10.42 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.42 7 ex10-42.htm Exhibit 10.42

February 15, 2023 EX-10.30

Fifth Amendment to Exclusive License Agreements (BROWN ID 2465, 2576, 2587, BROWN ID 3039, BROWN ID 2613, BROWN ID 2502) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated July 2, 2022 (incorporated by reference from Exhibit 10.30 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.30 33 ex10-30.htm Exhibit 10.30

February 15, 2023 EX-10.7

Offer Letter between Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) and Elizabeth Ng, dated February 22, 2021 (incorporated by reference from Exhibit 10.7 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.7 10 ex10-7.htm Exhibit 10.7

February 15, 2023 EX-10.51

Fifth Amendment to Exclusive License Agreements (BROWN ID 2465, 2576, 2587, BROWN ID 3039, BROWN ID 2613, BROWN ID 2502) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated July 2, 2022 (incorporated by reference from Exhibit 10.51 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.51 16 ex10-51.htm Exhibit 10.51

February 15, 2023 EX-10.54

Exclusive License Agreement RIH #154 “PfsLSP-1 a Vaccine for Falciparum Malaria” RIH #305 “Antibodies to Pfgarp Kill Plasmodium Falciparum Malaria Parasites and Protect Against Infection and Severe Disease” between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated January 25, 2021 (incorporated by reference from Exhibit 10.54 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.54 19 ex10-54.htm Exhibit 10.54

February 15, 2023 EX-10.59

Fifth Amendment to Exclusive License Agreement (RIH #154) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated August 26, 2022 (incorporated by reference from Exhibit 10.59 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.59 24 ex10-59.htm Exhibit 10.59

February 15, 2023 EX-10.8

Amendment to February 22, 2021 Offer of Employment between Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) and Elizabeth Ng dated August 2, 2021 (incorporated by reference from Exhibit 10.8 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

Exhibit 10.8

February 15, 2023 EX-10.36

Fourth Amendment to Exclusive License Agreements (BROWN ID 2465, 2576, 2587, BROWN ID 3039, BROWN ID 2613, BROWN ID 2502) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated July 1, 2022 (incorporated by reference from Exhibit 10.36 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.36 39 ex10-36.htm Exhibit 10.36

February 15, 2023 EX-10.64

Loan Agreement between Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) and Second Street Capital, LLC dated April 22, 2022 (incorporated by reference from Exhibit 10.64 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.64 29 ex10-64.htm Exhibit 10.64

February 15, 2023 EX-10.60

Loan Agreement between Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) and Second Street Capital, LLC dated February 22, 2022 (incorporated by reference from Exhibit 10.60 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.60 25 ex10-60.htm Exhibit 10.60

February 15, 2023 EX-3.2

Amended and Restated Bylaws (incorporated by reference from Exhibit 3.2 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-3.2 4 ex3-2.htm Exhibit 3.2

February 15, 2023 EX-21.1

List of Subsidiaries (incorporated by reference from Exhibit 21.1 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-21.1 39 ex21-1.htm Exhibit 21.1

February 15, 2023 EX-16.1

Letter from MaloneBailey LLP regarding the change in the Registrant’s certifying accountant, dated February 14, 2023 (incorporated by reference from Exhibit 16.1 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

Exhibit 16.1 February 13, 2023 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 We have read the statements under Item 4.01 of the Current Report on Form 8-K of Aesther Healthcare Acquisition Corp. to be filed with the Securities and Exchange Commission on or about February 14, 2023. We agree with all statements pertaining to us. We have no basis on which to agree or

February 15, 2023 EX-10.70

Warrant No. 2022-2 to Subscribe to Common Shares issued by the Registrant to Second Street Capital, LLC (incorporated by reference from Exhibit 10.70 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.70 35 ex10-70.htm Exhibit 10.70

February 15, 2023 EX-10.68

Warrant Exchange Agreement between Second Street Capital, LLC, Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) and Aesther Healthcare Acquisition Corp. (n/k/a Ocean Biomedical, Inc.) dated November 17, 2022 (incorporated by reference from Exhibit 10.68 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

Exhibit 10.68

February 15, 2023 EX-10.55

First Amendment to Exclusive License Agreement RIH #154 “PfsLSP-1 a Vaccine for Falciparum Malaria” RIH #305 “Antibodies to Pfgarp Kill Plasmodium Falciparum Malaria Parasites and Protect Against Infection and Severe Disease” between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated April 1, 2021 (incorporated by reference from Exhibit 10.55 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

Exhibit 10.55

February 15, 2023 EX-10.41

Second Amendment to Exclusive License Agreement (BROWN ID 2613) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated August 31, 2021 (incorporated by reference from Exhibit 10.41 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.41 6 ex10-41.htm Exhibit 10.41

February 15, 2023 EX-10.23

Amendment No. 2 to Consulting Agreement between Jonathan Kurtis and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) effective as of December 31, 2021 (incorporated by reference from Exhibit 10.23 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

Exhibit 10.23

February 15, 2023 EX-10.11

Offer Letter between Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) and Daniel Behr, dated February 22, 2021 (incorporated by reference from Exhibit 10.11 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.11 14 ex10-11.htm Exhibit 10.11

February 15, 2023 EX-10.34

Second Amendment to Exclusive License Agreement (BROWN ID 3039) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated August 31, 2021 (incorporated by reference from Exhibit 10.34 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.34 37 ex10-34.htm Exhibit 10.34

February 15, 2023 EX-10.39

Exclusive License Agreement BROWN ID 2613 Bispecific (FRG)xAnti-PD-1 (FRGxPD-1) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated July 31, 2020 (incorporated by reference from Exhibit 10.39 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.39 4 ex10-39.htm Exhibit 10.39

February 15, 2023 EX-10.46

Exclusive License Agreement BROWN ID 2502 – (Chit1) Small Molecule Antifibrotic between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated July 31, 2020 (incorporated by reference from Exhibit 10.46 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.46 11 ex10-46.htm Exhibit 10.46

February 15, 2023 EX-10.52

Sixth Amendment to Exclusive License Agreements (BROWN ID 2465, 2576, 2587, BROWN ID 3039, BROWN ID 2613, BROWN ID 2502) between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated August 25, 2022 (incorporated by reference from Exhibit 10.52 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.52 17 ex10-52.htm Exhibit 10.52

February 15, 2023 EX-10.58

Fourth Amendment to Exclusive License Agreement RIH #154 “PfsLSP-1 a Vaccine for Falciparum Malaria” RIH #305 “Antibodies to Pfgarp Kill Plasmodium Falciparum Malaria Parasites and Protect Against Infection and Severe Disease” between Elkurt Inc. and Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) dated July 1, 2022 (incorporated by reference from Exhibit 10.58 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.58 23 ex10-58.htm Exhibit 10.58

February 15, 2023 EX-10.65

First Amendment to Loan Agreement between Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) and Second Street Capital, LLC dated September 30, 2022 (incorporated by reference from Exhibit 10.65 to the Form 8-K/A filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

Exhibit 10-65

February 15, 2023 EX-10.16

Offer Letter between Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) and Inderjote Kathuria, dated February 22, 2021 (incorporated by reference from Exhibit 10.16 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

Exhibit 10.16

February 15, 2023 EX-10.17

Amendment to February 22, 2021 Offer of Employment between Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) and Inderjote Kathuria dated August 2, 2021 (incorporated by reference from Exhibit 10.17 to the Form 8-K filed by Ocean Biomedical, Inc. (File No. 001-40793) on February 15, 2023).

EX-10.17 20 ex10-17.htm Exhibit 10.17

February 15, 2023 EX-99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma combined financial information presents the combination of the financial information of Aesther Healthcare Acquisition Corp. (“Aesther” or “AHAC”), n/k/a Ocean Biomedical, Inc. and Ocean Biomedical, Inc., n/k/a Ocean Biomedical Holdings, Inc. (“Ocean Biomedical” or “Legacy Ocean

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