| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Ocean Biomedical, Inc. [ OCEA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/02/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.0001 | 10/02/2023 | J(1)(2) | 500,000 | D | (1) | 22,342,756 | I | By Poseidon Bio, LLC(3) | ||
| Common Stock, par value $0.0001 | 456,852 | D(4) | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Pursuant to a Master Loan Agreement (the "Agreement") entered into by Poseidon Bio, LLC ("Poseidon") and a third party lender (the "Lender"), on October 2, 2023, Poseidon delivered the Lender 500,000 shares of common stock, par value $0.0001 (the "Shares"), of Ocean Biomedical, Inc. (the "Issuer"), initially valued at $2,050,000 (the "Initial Value"). In connection with the transaction, the Lender is making a three-year, non-recourse loan to Poseidon of $777,500 (the "Loan"), equal to the Loan's gross proceeds of $820,000 (the "Gross Proceeds") less Loan fees. The Shares are not Loan collateral, as the Lender has the absolute right, title, and interest in and to the Shares, including the right to sell, transfer, encumber except for short selling, and vote the Shares. Despite the parties' intention for the Lender to transfer the Shares to Poseidon after the Loan is repaid (see footnote 2), the Lender may be deemed to beneficially own the Shares during the Loan term. |
| 2. On the maturity date of the Loan, which is expected to be on or about September 28, 2026 (the "Maturity Date"), Poseidon must pay the Lender (i) the Gross Proceeds, (ii) all unpaid accrued interest on the Loan, (iii) 100% of the excess, if any, of the value of the Shares at the Maturity Date over 125% of the Initial Value, and (iv) any other amounts that Poseidon owes the Lender under the Agreement (collectively, the "Repayment Amount"). Within five business days of Poseidon's payment of the Repayment Amount, the Lender must transfer the Shares to Poseidon, subject to the Lender's right to withhold and set off against the Shares any sums owed to the Lender by Poseidon under the Agreement. |
| 3. These securities are owned directly by Poseidon, a 10% owner of the Issuer, and indirectly by Dr. Chirinjeev Kathuria ("Dr. Kathuria"), as a Managing Director of Poseidon. Dr. Kathuria is also the Executive Chairman and a director of the Issuer. Dr. Kathuria disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 4. These securities are owned directly by Dr. Kathuria. |
| Remarks: |
| Exhibit List - Exhibit 24.1: Power of Attorney (Chirinjeev Kathuria) Exhibit 24.2: Power of Attorney (Poseidon Bio, LLC) |
| /s/ Katherine E. Spiser, as attorney-in-fact for Chirinjeev Kathuria | 10/06/2023 | |
| /s/ Katherine E. Spiser, as attorney-in-fact for Chirinjeev Kathuria, as Managing Director of Poseidon Bio, LLC | 10/06/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||