0001493152-23-005362.txt : 20230216 0001493152-23-005362.hdr.sgml : 20230216 20230216214015 ACCESSION NUMBER: 0001493152-23-005362 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230214 FILED AS OF DATE: 20230216 DATE AS OF CHANGE: 20230216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Poseidon Bio, LLC CENTRAL INDEX KEY: 0001874219 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40642 FILM NUMBER: 23640147 BUSINESS ADDRESS: STREET 1: OCEAN BIOMEDICAL, INC. STREET 2: 55 CLAVERICK ST., ROOM 325 CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: 401-444-7375 MAIL ADDRESS: STREET 1: OCEAN BIOMEDICAL, INC. STREET 2: 55 CLAVERICK ST., ROOM 325 CITY: PROVIDENCE STATE: RI ZIP: 02903 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ocean Biomedical Holdings, Inc. CENTRAL INDEX KEY: 0001836612 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 854177213 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 55 CLAVERICK STREET STREET 2: ROOM 212 CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: 401-444-7375 MAIL ADDRESS: STREET 1: 55 CLAVERICK STREET STREET 2: ROOM 212 CITY: PROVIDENCE STATE: RI ZIP: 02903 FORMER COMPANY: FORMER CONFORMED NAME: Ocean Biomedical, Inc. DATE OF NAME CHANGE: 20201215 3 1 ownership.xml X0206 3 2023-02-14 0 0001836612 Ocean Biomedical Holdings, Inc. OCEA 0001874219 Poseidon Bio, LLC ATTN: DR. CHIRINJEEV KATHURIA, M.D. 19W060 AVENUE LATOUR OAK BROOK IL 60523 0 0 1 0 Class A Common Stock, par value $0.0001 22842756 D Earnout Rights 2026-02-14 Class A Common Stock 18582930 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 3 have the meanings given to them in the Business Combination Agreement. Poseidon Bio, LLC ("Poseidon") acquired these shares of the Issuer's Class A Common Stock, par value $0.0001 per share, as consideration for Poseidon's Legacy Ocean common stock, which AHAC acquired in the Merger on the Closing Date. As additional Merger consideration, the former Legacy Ocean stockholders (the "Pre-Merger Stockholders") have the contingent right (the "Earnout Right") to receive up to an aggregate maximum of 19,000,000 shares of the Issuer's common stock (the "Earnout Shares"), issued 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 thereof (the "Earnout Period"), the Issuer's VWAP equals or exceeds: (i) $15.00 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 5,000,000 Earnout Shares (the "First Earnout Share Payment"); (ii) $17.50 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 7,000,000 Earnout Shares (the "Second Earnout Share Payment"); and (iii) $20.00 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 7,000,000 Earnout Shares (the "Third Earnout Share Payment"). On the Closing Date of the Merger, Poseidon received the Earnout Right to acquire its Pro Rata Share of the aggregate maximum of 19,000,000 Earnout Shares that are issuable on a contingent basis to the Pre-Merger Stockholders under the Business Combination Agreement, which entitles Poseidon to receive up to 18,582,930 Earnout Shares, (i) 4,890,245 of which will be issued in connection with the First Earnout Share Payment, (ii) 6,846,343 of which will be issued in connection with the Second Earnout Share Payment, and (iii) 6,846,343 of which will be issued in connection with the Third Earnout Share Payment, with each Earnout Share Payment contingent on the Issuer's VWAP equaling or exceeding the required Share Price Target for 20 out of any 30 consecutive trading days during the Earnout Period. Poseidon'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. Exhibit 24.1: Power of Attorney (Poseidon Bio, LLC) /s/ Katherine E. Spiser, as attorney-in-fact for Chirinjeev Kathuria, as Managing Director of Poseidon Bio, 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.

 

[Signature Page to Power of Attorney]

 

 
 

 

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

 

  POSEIDON BIO, LLC
     
  By: /s/ Chirinjeev Kathuria
    Dr. Chirinjeev Kathuria
    Managing Director