0001493152-23-005358.txt : 20230216 0001493152-23-005358.hdr.sgml : 20230216 20230216210718 ACCESSION NUMBER: 0001493152-23-005358 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20230214 FILED AS OF DATE: 20230216 DATE AS OF CHANGE: 20230216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AJJARAPU SURENDRA K CENTRAL INDEX KEY: 0001368298 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40793 FILM NUMBER: 23640103 MAIL ADDRESS: STREET 1: 8604 BUTTON BUSH CT CITY: TAMPA STATE: FL ZIP: 33647 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Aesther Healthcare Sponsor, LLC CENTRAL INDEX KEY: 0001884003 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40793 FILM NUMBER: 23640102 BUSINESS ADDRESS: STREET 1: 515 MADISON AVE. STREET 2: SUITE 8078 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 908-2658 MAIL ADDRESS: STREET 1: 515 MADISON AVE. STREET 2: SUITE 8078 CITY: NEW YORK STATE: NY ZIP: 10022 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 2023-02-14 0 0001869974 Ocean Biomedical, Inc. OCEA 0001368298 AJJARAPU SURENDRA K 515 MADISON AVENUE, SUITE 8078 NEW YORK NY 10022 1 0 1 0 0001884003 Aesther Healthcare Sponsor, LLC 515 MADISON AVENUE, SUITE 8078 NEW YORK NY 10022 0 0 1 0 Class A Common Stock, par value $0.0001 2023-02-14 4 A 0 1365000 A 1365000 I By Aesther Healthcare Sponsor, LLC Class A Common Stock, par value $0.0001 2023-02-14 4 C 0 2625000 A 3990000 I By Aesther Healthcare Sponsor, LLC Class A Common Stock, par value $0.0001 2023-02-14 5 J 0 E 3990000 D 0 I By Aesther Healthcare Sponsor, LLC Common Stock, par value $0.0001 2023-02-14 5 J 0 E 3990000 A 3990000 I By Aesther Healthcare Sponsor, LLC Class B Common Stock, par value $0.0001 2023-02-14 4 C 0 2625000 0 D Class A Common Stock 2625000 0 I By Aesther Healthcare Sponsor, LLC Earnout Rights 2023-02-14 4 J 0 3000000 A 2026-02-14 Class A Common Stock 3000000 3000000 I By Aesther Healthcare Sponsor, LLC Earnout Rights 2023-02-14 5 J 0 E 3000000 D 2026-02-14 Class A Common Stock 3000000 0 I By Aesther Healthcare Sponsor, LLC Earnout Rights 2023-02-14 5 J 0 E 3000000 A 2026-02-14 Common Stock 3000000 3000000 I By Aesther Healthcare Sponsor, LLC(3)q Stock Option (right to buy) 10 2023-02-15 4 A 0 75000 0 A 2033-02-15 Common Stock 75000 75000 D An Agreement and Plan of Merger was entered into on August 31, 2022 and amended on December 5, 2022 (as amended, the "Business Combination Agreement"; such transactions contemplated thereby, collectively, the "Business Combination") between Ocean Biomedical Holdings, Inc., formerly known as Ocean Biomedical, Inc. ("Legacy Ocean"), Aesther Healthcare Acquisition Corp. ("AHAC"), AHAC Merger Sub, Inc. ("Merger Sub"), and certain other parties thereto. In accordance with the Business Combination Agreement, on February 14, 2023 (the "Closing Date"), (i) Merger Sub merged with and into Legacy Ocean (such transaction, the "Merger"), (ii) Legacy Ocean continued as the surviving entity of the Merger and a wholly-owned subsidiary of AHAC, and (iii) AHAC changed its name to Ocean Biomedical, Inc. (such post-Business Combination entity, the "Issuer"). Capitalized terms that are used but not defined in this Form 4 have the meanings given to them in the Business Combination Agreement. Represents shares of the Issuer's Class A Common Stock, par value $0.0001 per share ("Issuer Class A Common Shares"), issued to Aesther Healthcare Sponsor, LLC (the "Sponsor") as consideration for the Sponsor exercising two three-month extensions of a loan to AHAC, pursuant to which AHAC was originally required to complete an initial business combination by September 16, 2022. These securities are owned directly by the Sponsor. Suren Ajjarapu, a director of the Issuer, is the managing member of the Sponsor and therefore may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Mr. Ajjarapu disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The Sponsor owned 2,625,000 shares of Class B Common Stock, par value $0.0001 per share, of AHAC (the "Class B Founder Shares") prior to the Merger. In connection with the closing of the Business Combination (the "Closing"), the Class B Founder Shares automatically converted into Issuer Class A Common Shares on a one-for-one basis on the Closing Date. The Class A Common Stock has no expiration date. Pursuant to the Business Combination Agreement, as additional consideration for the Merger, the former stockholders of Legacy Ocean (the "Pre-Merger Stockholders") have the contingent right (the "Earnout Right") to receive additional Issuer Class A Common Shares (the "Earnout Shares"), distributed in three Earnout Share Payments, if, for 20 out of any 30 consecutive trading days during the period from the Closing Date until the 36-month anniversary of the Closing Date (the "Earnout Period"), the Issuer's VWAP equals or exceeds: (i) $15.00 per share, (ii) $17.50 per share, and (iii) $20.00 per share. In addition to the Pre-Merger Stockholders' Earnout Right to receive up to three Earnout Share Payments if the Issuer's VWAP equals or exceeds the required Share Price Target for 20 out of any 30 consecutive trading days during the Earnout Period, the Business Combination Agreement grants the Sponsor an Earnout Right to receive an additional 1,000,000 Issuer Class A Common Shares for each Earnout Share Payment issued to the Pre-Merger Stockholders. Accordingly, the Sponsor is entitled to receive up to 3,000,000 Earnout Shares, 1,000,000 of which will be issued in connection with each of the three Earnout Share Payments. The Sponsor's right to receive Earnout Shares pursuant to the Earnout Right granted in the Business Combination Agreement became fixed and irrevocable on the Closing Date of the Merger. 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 Issuer Class A Common Share was reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001. Pursuant to the Reclassification that was effected in connection with the Closing of the Business Combination, each Issuer Class A Common Share underlying the Earnout Rights of the Sponsor was reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001. Represents a right to purchase 75,000 shares of the Issuer's common stock, par value $0.0001 per share (collectively, the "Option Shares"), upon the exercise of a ten-year option granted to Mr. Ajjarapu as a non-employee director of the Issuer on February 15, 2023 under the Issuer's 2022 Stock Option and Incentive Plan. This option becomes exercisable in 36 monthly installments beginning on March 15, 2023, with 2,083 Option Shares becoming exercisable on each of the first 35 installments and the remaining 2,095 Option Shares becoming exercisable on the final installment, subject to Mr. Ajjarapu remaining in service as a member of the Issuer's board of directors on each installment date. This option is exercisable at an exercise price per Option Share equal to the greater of (i) $10, or (ii) the closing trading price of the Issuer's common stock on February 15, 2023, which was $6.06. These securities are owned directly by Mr. Ajjarapu, a director of the Issuer. Exhibit List - Exhibit 24.1: Power of Attorney (Surendra K. Ajjarapu) Exhibit 24.2: Power of Attorney (Aesther Healthcare Sponsor, LLC) /s/ Katherine E. Spiser, as attorney-in-fact for Surendra K. Ajjarapu 2023-02-16 /s/ Katherine E. Spiser, as attorney-in-fact for Surendra K. Ajjarapu, as Manager of Aesther Healthcare Sponsor, LLC 2023-02-16 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/ Surendra K. Ajjarapu
  Surendra K. Ajjarapu

 

[Signature Page to Power of Attorney]

 

 

 EX-24.2 3 ex24-2.htm

 

Exhibit 24.2

 

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 February 16, 2023.

 

  AESTHER HEALTHCARE SPONSOR, LLC
     
  By: /s/ Suren Ajjarapu
    Suren Ajjarapu
    Manager

 

[Signature Page to Power of Attorney]