Current Report Filing (8-k)
17 Março 2023 - 9:03AM
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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
File
No.) |
|
(I.R.S.
Employer
Identification
No.) |
55
Claverick St., Room 325
Providence,
RI 02903
(Address
of Principal Executive Offices)
(401)
444-7375
(Registrant’s
Telephone Number)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common stock, par value
$0.0001 per share |
|
OCEA |
|
The Nasdaq Stock Market
LLC |
Warrants, each warrant
exercisable for one share of common stock at an exercise price of $11.50 |
|
OCEAW |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
7.01. |
Regulation
FD Disclosure. |
Ocean
Biomedical, Inc. (the “Company”) is furnishing this Current Report on Form
8-K (this “Current Report”) in connection with the disclosure of information
about the Company in the form of an investor presentation (the “Investor Presentation”),
which the Company prepared and intends to present at various meetings with analysts, potential investors, and other interested parties.
A copy of the Investor Presentation is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. On March
17, 2023,
the Company posted the Investor Presentation to the “Investor Relations” section of its website, which is accessible at www.investors.oceanbiomedical.com.
The
information included in the Investor Presentation is summary information that should be considered in the context of the Company’s
filings with the Securities and Exchange Commission (the “SEC”) and other public announcements the Company has made
or may make by press release or otherwise from time to time. The Investor Presentation speaks as of the date of this Current Report.
By furnishing this Current Report and the Investor Presentation, the Company makes no admission as to the materiality of any information
in the Investor Presentation. While the Company may elect to update the Investor Presentation in the future to reflect events and circumstances
that occur or exist after the date of this Current Report, the Company expressly disclaims any obligation to do so.
The
information in this Current Report is being furnished under Item 7.01 and shall not be deemed to be “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The Investor Presentation
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. As discussed
in the second slide of the Investor Presentation entitled “Forward-Looking Statements,” forward-looking statements are based
on the Company’s expectations and involve risks and uncertainties that could cause the Company’s actual results to differ
materially from those set forth in the statements. These risks are discussed in the Company’s filings with the SEC, including in
the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and the Company’s Quarterly Reports on Form
10-Q, and are described in the “Risk Factors” section of the Company’s definitive proxy statement, filed by the Company
with the SEC on January 12, 2023, and other documents to be filed by the Company from time to time with the SEC, which are and will be
available at www.sec.gov.
Item
9.01. |
Financial
Statements and Exhibits. |
|
(a) |
Not
applicable. |
|
|
|
|
(b) |
Not
applicable. |
|
|
|
|
(c) |
Not
applicable. |
|
|
|
|
(d) |
Exhibits. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
OCEAN
BIOMEDICAL, INC. |
|
|
|
|
By: |
/s/
Elizabeth Ng |
|
|
Elizabeth
Ng |
|
|
Chief
Executive Officer |
Date:
March 17, 2023
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