0001493152-23-006621.txt : 20230302 0001493152-23-006621.hdr.sgml : 20230302 20230302215515 ACCESSION NUMBER: 0001493152-23-006621 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230228 FILED AS OF DATE: 20230302 DATE AS OF CHANGE: 20230302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PETERSON MICHAEL L CENTRAL INDEX KEY: 0001293970 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40793 FILM NUMBER: 23701540 MAIL ADDRESS: STREET 1: 17 CANARY COURT CITY: DANVILLE STATE: CA ZIP: 94526 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ocean Biomedical, Inc. CENTRAL INDEX KEY: 0001869974 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 871309280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 515 MADISON AVE SUITE 8078 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 908-2658 MAIL ADDRESS: STREET 1: 515 MADISON AVE SUITE 8078 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Ocean Biomedical, Inc./DE DATE OF NAME CHANGE: 20230214 FORMER COMPANY: FORMER CONFORMED NAME: Aesther Healthcare Acquisition Corp. DATE OF NAME CHANGE: 20210628 4 1 ownership.xml X0306 4 2023-02-28 0 0001869974 Ocean Biomedical, Inc. OCEA 0001293970 PETERSON MICHAEL L 515 MADISON AVENUE, SUITE 8078 NEW YORK NY 10022 1 0 0 0 Common Stock, par value $0.0001 2023-02-28 4 J 0 80000 A 80000 D Private Placement Warrant 11.50 2023-02-28 4 J 0 200000 A 2023-03-14 2028-02-14 Common Stock 200000 200000 D In connection with the closing on February 14, 2023 (the "Closing") of the business combination (the "Business Combination") between Aesther Healthcare Acquisition Corp. ("AHAC") and Ocean Biomedical Holdings, Inc., formerly known as Ocean Biomedical, Inc. ("Legacy Ocean"), pursuant to that certain Agreement and Plan of Merger, dated August 31, 2022 and amended on December 5, 2022, between AHAC, Aesther Healthcare Sponsor, LLC (the "Sponsor"), AHAC Merger Sub, Inc. ("Merger Sub"), Legacy Ocean, and Dr. Chirinjeev Kathuria, AHAC changed its name to Ocean Biomedical, Inc. (such post-Business Combination entity, the "Issuer"). Pursuant to the Issuer's Third Amended and Restated Certificate of Incorporation filed in connection with the Closing of the Business Combination, the Issuer completed a reclassification exempt under Rule 16b-7 (the "Reclassification"). In accordance with the Reclassification, each share of the Issuer's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), was reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001 (the "Common Stock"). These shares were originally among the 2,625,000 shares of AHAC's Class B Common Stock, par value $0.0001 per share (the "Class B Founder Shares"), that the Sponsor owned prior to the Business Combination. In connection with the Closing of the Business Combination, the Class B Founder Shares automatically converted into shares of the Issuer's Class A Common Stock on a one-for-one basis, and the Class A Common Stock was then reclassified on a one-for-one basis into Common Stock in accordance with the Reclassification. In accordance with an instruction letter to the Sponsor's transfer agent (the "Instruction Letter"), the Sponsor instructed the transfer agent to transfer 2,625,000 shares of Common Stock to certain of the Sponsor's members for no consideration (such transaction, the "Transfer"). As part of the Transfer, the Reporting Person acquired 80,000 shares of Common Stock from the Sponsor. Simultaneously with the closing of the AHAC's initial public offering on September 17, 2021, the Sponsor purchased 5,411,000 warrants (the "Private Placement Warrants") from AHAC in a private placement at a price of $1.00 per warrant, pursuant to the terms of the Private Placement Warrants Purchase Agreement between AHAC and the Sponsor dated September 14, 2021 (the "Private Placement Agreement"). Upon the Reclassification that was effected in connection with the Closing of the Business Combination, each share of Class A Common Stock underlying the Private Placement Warrants was reclassified into a share of the Issuer's Common Stock. According to the original terms of the Private Placement Agreement, each Private Placement Warrant was exercisable to purchase one share of the Issuer's Class A Common Stock at an exercise price of $11.50 per share. The terms of the Private Placement Warrant were set forth in the Warrant Agreement, dated September 14, 2021, between AHAC and Continental Stock Transfer & Trust Company, LLC (the "Warrant Agreement"). The Private Placement Warrants become exercisable 30 days after the Closing of the Business Combination. On February 28, 2023, in accordance with the Instruction Letter, the Sponsor instructed its transfer agent to distribute these Private Placement Warrants to the Reporting Person. The Private Placement Warrants expire on the earlier to occur of (i) February 14, 2028, the date that is five years after the Closing of the Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date (as defined in the Warrant Agreement), and (iii) the liquidation of the Trust Account (as defined in the Warrant Agreement). Exhibit List - Exhibit 24.1: Power of Attorney (Michael L. Peterson) /s/ Katherine E. Spiser, as attorney-in-fact for Michael L. Peterson 2023-03-02 EX-24.1 2 ex24-1.htm

Exhibit 24.1

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)

prepare and execute for and on behalf of the undersigned Forms 3, 4, and 5 and Schedules 13D and 13G in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder, as applicable, and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities of Ocean Biomedical, Inc. (the “Company”);

(2)

do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4, or 5, Schedule 13D or 13G, or other form or report, and to timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)

take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, or 5 or Schedules 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of January 30, 2023.

	/s/ Michael L. Peterson
	Michael L. Peterson

[Signature Page to Power of Attorney]