Aesther Healthcare Acquisition Corp (NASDAQ: AEHA) (“Aesther” or
the “Company”), a special purpose acquisition company (SPAC) has
entered into an Agreement and Plan of Merger with Ocean Biomedical,
Inc. (“Ocean”), a next-generation biopharma company. The combined
company will work to accelerate the development of Ocean
Biomedical’s core assets in oncology, fibrosis, and infectious
diseases, all based on new target discoveries enabling
first-in-class drug and vaccine candidates – developed through past
and ongoing grants totaling $123.9 million.
Aesther today announced that it has entered into
a Common Stock Purchase Agreement (the "Purchase Agreement") with
White Lion Capital LLC, a Nevada limited liability company (the
"White Lion Capital"). The Purchase Agreement provides that White
Lion Capital is committed to purchase the Company's Common Stock
with an aggregate gross purchase price of up to $75,000,000 from
time to time during the commitment period, which starts on the date
of the filing of the initial registration statement covering the
resale of securities issued under the Purchase Agreement, and shall
terminate on the twenty-fourth month anniversary of the filing of
such initial registration statement and terms as specified in the
Purchase Agreement. The Company intends to use the net proceeds
from this transaction for the development, working capital, and
supporting the operations of Ocean’s assets in oncology, fibrosis,
and infectious disease.
Under the Purchase Agreement, on any trading day
selected by the Company, the Company has the right, but not the
obligation, to present White Lion Capital with a purchase notice,
directing White Lion Capital (as principal) to purchase up to a
certain amount shares of the Company's Common Stock ("Purchase
Notice") at a certain price as defined in the Purchase Agreement.
The number of shares sold pursuant to any such Purchase Notice may
not exceed (i) $2,000,000, divided by the closing price of Common
Stock on Nasdaq preceding the Purchase Notice date and (ii) a
number of shares of the Company’s Common Stock equal to the
five-day average daily trading volume multiplied by sixty-seven
percent (67%).
White Lion Capital has no right to require any
sales by the Company, but is obligated to make purchases from the
Company as the Company directs in accordance with the Purchase
Agreement. For more details, please refer to the Company's Current
Report on Form 8-K filed with the Securities Exchange Commission on
September 8, 2022, at https://www.sec.gov/.
“Glioblastoma Multiforme is the deadliest form
of Brain Cancer, yet the standard of care has not changed for newly
diagnosed GBM since 2005. The cost and uncertainty of research for
treatment is left for those with exceptional grit and vision, and
we hope our capital alongside Ocean Biomedical’s leadership and
clinical studies can end the suffering of those closest to us” said
Yash Thukral, Founding Partner of White Lion Capital LLC.
Suren Ajjarapu, Chairman and CEO of Aesther,
commented, "We are pleased to announce the closing of the purchase
agreement with White Lion Capital as it once again demonstrates the
strong vote of confidence we are receiving from investors and
generating lasting shareholder value."
“Non-small cell lung cancer (NSCLC) is the
leading cause of cancer death and second most diagnosed cancer in
the US. Glioblastoma multiforme (GBM) is a lethal type of brain
tumor that affects approximately 28,000 people in the US, with a
median survival time is about 15 months. The closing of the up to
$75 million purchase agreement with White Lion Capital will help
advance our cancer, fibrosis, and malaria discoveries into their
Phase 1 trials, and has the potential to alleviate suffering and
save thousands of lives” said Dr. Chirinjeev Kathuria, co-founder
and Executive Chairman.
About Aesther Healthcare Acquisition Corp.
Aesther is a special purpose acquisition company
(SPAC) formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. Its
principals possess public and private market investing experience
and operational knowledge to bring value added benefits to Ocean
Biomedical. The Aesther team has substantial experience investing
in and operating businesses in multiple sectors, as well as a
significant long-term track record in creatively structuring
transactions to unlock and maximize value.
To learn more, visit www.aestherhealthcarespac.com.
About Ocean Biomedical
Ocean Biomedical, Inc. is a Providence, Rhode
Island-based biopharma company with an innovative business model
that accelerates the development and commercialization of
scientifically compelling assets from research universities and
medical centers. Ocean Biomedical deploys the funding and expertise
to move new therapeutic candidates efficiently from the laboratory
to the clinic, to the world. Ocean Biomedical is currently
developing five promising discoveries that have the potential to
achieve life-changing outcomes in lung cancer, brain cancer,
pulmonary fibrosis, and the prevention and treatment of malaria.
The Ocean Biomedical team is working on solving some of the world’s
toughest problems, for the people who need it most.
To learn more, visit www.oceanbiomedical.com.
Forward-Looking Statements
This press release contains certain statements
that are not historical facts and are forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed merger agreement between Aesther and Ocean Biomedical
(the “Transaction”), including without limitation statements
regarding the anticipated benefits of the proposed Transaction, the
anticipated timing of the proposed Transaction, the implied
enterprise value, future financial condition and performance of
Ocean Biomedical and the combined company after the closing and
expected financial impacts of the proposed Transaction, the
satisfaction of closing conditions to the proposed Transaction, the
level of redemptions of Aesther’s public stockholders and the
products and markets and expected future performance and market
opportunities of Ocean Biomedical. These forward-looking statements
generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “think,” “strategy,”
“future,” “opportunity,” “potential,” “plan,” “seeks,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions, but the absence of these words
does not mean that a statement is not forward-looking.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties.
These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as,
and must not be relied on as, a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and
will differ from assumptions. Many factors could cause actual
future events to differ materially from the forward-looking
statements in this communication, including but not limited to: (i)
the risk that the proposed Transaction may not be completed in a
timely manner or at all, which may adversely affect the price of
Aesther’s securities; (ii) the risk that the proposed Transaction
may not be completed by Aesther’s business combination deadline;
(iii) the failure to satisfy the conditions to the consummation of
the proposed Transaction, including the approval of the Merger
Agreement by the stockholders of Aesther, the satisfaction of the
minimum net tangible assets and minimum cash at closing
requirements and the receipt of certain governmental, regulatory
and third party approvals; (iv) the occurrence of any event, change
or other circumstance that could give rise to the termination of
the Merger Agreement; (v) the failure to achieve the minimum amount
of cash available following any redemptions by Aesther’s
stockholders; (vi) redemptions exceeding anticipated levels or the
failure to meet The Nasdaq Global Market’s initial listing
standards in connection with the consummation of the proposed
Transaction; (vii) the effect of the announcement or pendency of
the proposed Transaction on Ocean Biomedical’s business
relationships, operating results, and business generally; (viii)
risks that the proposed Transaction disrupts current plans and
operations of Ocean Biomedical; (ix) the outcome of any legal
proceedings that may be instituted against Ocean Biomedical or
against Aesther related to the Merger Agreement or the proposed
Transaction ; (x) changes in the markets in which Ocean
Biomedical’s competes, including with respect to its competitive
landscape, technology evolution, or regulatory changes; (xi)
changes in domestic and global general economic conditions; (xii)
risk that Ocean Biomedical may not be able to execute its growth
strategies; (xiii) risks related to the ongoing COVID-19 pandemic
and response, including supply chain disruptions; (xiv) risk that
Ocean Biomedical may not be able to develop and maintain effective
internal controls; (xv) costs related to the proposed Transaction
and the failure to realize anticipated benefits of the proposed
Transaction or to realize estimated pro forma results and
underlying assumptions, including with respect to estimated
stockholder redemptions; (xvi) the ability to recognize the
anticipated benefits of the proposed Transaction and to achieve its
commercialization and development plans, and identify and realize
additional opportunities, which may be affected by, among other
things, competition, the ability of Ocean Biomedical to grow and
manage growth economically and hire and retain key employees;
(xvii) the risk that Ocean Biomedical may fail to keep pace with
rapid technological developments to provide new and innovative
products and services or make substantial investments in
unsuccessful new products and services; (xviii) the ability to
develop, license or acquire new therapeutics; (xix) the risk that
Ocean Biomedical will need to raise additional capital to execute
its business plan, which may not be available on acceptable terms
or at all; (xx) the risk that Ocean Biomedical, post-combination,
experiences difficulties in managing its growth and expanding
operations; (xxi) the risk of product liability or regulatory
lawsuits or proceedings relating to Ocean Biomedical’s business;
(xxii) the risk of cyber security or foreign exchange losses;
(xxiii) the risk that Ocean Biomedical is unable to secure or
protect its intellectual property; and (xxiv) those factors
discussed in Aesther’s filings with the SEC and that that will be
contained in the proxy statement relating to the proposed
Transaction .
The foregoing list of factors is not exhaustive.
You should carefully consider the foregoing factors and the other
risks and uncertainties that will be described in the “Risk
Factors” section of the preliminary proxy statement and the
amendments thereto, the definitive proxy statement, and other
documents to be filed by Aesther from time to time with the SEC.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and while Ocean Biomedical and Aesther may elect to
update these forward-looking statements at some point in the
future, they assume no obligation to update or revise these
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable law.
Neither of Ocean Biomedical or Aesther gives any assurance that
Ocean Biomedical or Aesther, or the combined company, will achieve
its expectations. These forward-looking statements should not be
relied upon as representing Aesther’s or Ocean Biomedical’s
assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Additional Information and Where to Find
It
In connection with the merger agreement and the
proposed Transaction, Aesther intends to file with the U.S.
Securities and Exchange Commission (the “SEC”) a proxy statement on
Schedule 14A relating to the proposed Transaction. This
communication is not intended to be, and is not, a substitute for
the proxy statement or any other document that Aesther has filed or
may file with the SEC in connection with the proposed Transaction.
Aesther’s stockholders and other interested persons are advised to
read, when available, the preliminary proxy statement and the
amendments thereto, the definitive proxy statement and documents
incorporated by reference therein filed in connection with the
proposed Transaction, as these materials will contain important
information about Aesther, Ocean Biomedical, the merger agreement,
and the proposed Transaction. When available, the definitive proxy
statement and other relevant materials for the proposed Transaction
will be mailed to stockholders of Aesther as of a record date to be
established for voting on the proposed Transaction. Before making
any voting or investment decision, investors and stockholders of
Aesther are urged to carefully read the entire proxy statement,
when they become available, and any other relevant documents filed
with the SEC, as well as any amendments or supplements to these
documents, because they will contain important information about
the proposed Transaction. Aesther investors and stockholders will
also be able to obtain copies of the preliminary proxy statement,
the definitive proxy statement, and other documents filed with the
SEC that will be incorporated by reference therein, without charge,
once available, at the SEC’s website at www.sec.gov, or by
directing a request to: Aesther Healthcare Acquisition Corp., 515
Madison Avenue, Suite 8078, New York, NY 10022, Attention: Mr.
Suren Ajjarapu.
Participants in the
Solicitation
Aesther, Ocean Biomedical and their respective
directors, executive officers, other members of management and
employees may be deemed participants in the solicitation of proxies
from Aesther’s stockholders with respect to the proposed
Transaction. Investors and security holders may obtain more
detailed information regarding the names and interests in the
proposed Transaction of Aesther’s directors and officers in
Aesther’s filings with the SEC, including, when filed with the SEC,
the preliminary proxy statement and the amendments thereto, the
definitive proxy statement, and other documents filed with the SEC.
Such information with respect to Ocean Biomedical’s directors and
executive officers will also be included in the proxy
statement.
No Offer or Solicitation
This press release is not a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed Transaction and will not constitute an
offer to sell or the solicitation of an offer to buy any
securities, nor will there be any sale of securities in any states
or jurisdictions in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
# # #
Investor ContactIR@aestherhealthcarespac.com
Ocean Biomedical Media RelationsKevin KertscherCommunications
Directorkkertscher@oceanbiomedical.com
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