Ocean Biomedical stock is expected to trade on the Nasdaq Capital Market under ticker symbol "OCEA"
Key Upcoming Dates
Ocean Biomedical and Aesther would like to call attention to the following upcoming important dates and events:
- Shareholder vote:
Friday, February 3, 2023 - Expected close of business combination between
Ocean Biomedical andAesther Healthcare Acquisition Corp :Tuesday, February 7, 2023 - Expected first day of trading on the
Nasdaq Stock Exchange for Ocean Biomedical :Wednesday, February 8, 2023
Notable Investment Activity
Ocean and Aesther have partnered with some of the premier investment institutions in the health care space. This has led to a secure and growing runway to continue Ocean’s important innovations, with funding including:
$123.9 million in past and ongoing grants, in use to enable first-in-class drug and vaccine candidates that make up Ocean’s initial core portfolio in oncology, fibrosis, and infectious disease, all based on new target discoveries- A
$40 million committed backstop by VellarOpportunity Fund SPV LLC – Series 3 - A Common Stock Purchase Agreement with
White Lion Capital LLC , which provides thatWhite Lion Capital is committed to purchase the company’s Common Stock with an aggregate gross purchase price of up to$75 million
Pro forma enterprise value of the combined company is expected to be approximately
Management Comments
“The scientific and operational progress Ocean Biomedical has had to date, even without access to the public markets, is astounding – the company is at an inflection point, with multiple ways to win. The combination of the company’s close ties to innovation coming out of the world’s top research institutions with the anticipated advantages of being a publicly-traded company would produce unprecedented value,” said
“Ocean Biomedical acts as the parent of three distinct biotech companies and is ultimately responsible for a total of three platform assets and a diversified pipeline that addresses high-value and high-impact indications. Each of these assets are progressing towards the next stage of their development pipelines,” said Dr. Chirinjeev Kathuria, Ocean Biomedical co-founder and Executive Chairman of the Board of Directors. “Ocean has the vision and now, the tools, to concretely change the course of humanity for the better. First and foremost, our founders are dedicated to serving patients with some of the most devastating illnesses we face as humans today. That’s why we created Ocean Biomedical, which will be our most important legacy.”
Ocean Will Address Areas of Great Unmet Need Through Novel Scientific Breakthroughs
A key component of Ocean Biomedical’s model is to elevate the efforts of scientists at premier institutions such as
Oncology
- Non-small cell lung cancer (NSCLC) is the leading cause of cancer death and second most diagnosed cancer in
the United States , affecting approximately 460,000 people in theU.S. alone. - Glioblastoma multiforme (GBM) is a lethal type of brain tumor with a single-digit five-year survival rate. It affects approximately 28,000 people in the
U.S. alone.
CHI3L1 is a novel target and pathway discovery, the master checkpoint inhibitor, uncovered by the Ocean team. This novel, bispecific antibody approach generates strong anti-tumor response in lung cancer and brain cancer, whether used in combination or as a monotherapy. Ocean Biomedical’s novel approach to tumor suppression, focused on controlling Chitinase 3-like-1 (CHI3LI), other immune checkpoint inhibitors, and T-cell co-stimulators, could control important pathways pan-cancer and has potential application for tumor suppression across multiple cancer pathways.
Pulmonary Fibrosis
- Idiopathic pulmonary fibrosis is a progressive disease that results in the irreversible loss of lung function with high morbidity and mortality rates. Its prevalence in the
U.S. has been reported to range from 10-60 cases per 100,000 people, while inEurope it ranges from 1.3-32.5 cases per 100,000. - Hermansky-Pudlak Syndrome (HPS) is a rare, genetic disease with high prevalence occurring in
Puerto Rico , with 1 case every 1,800 people.
Ocean has identified a novel target and pathway discovery called Chitinase 1 (Chit1), as well as a potential inhibitor of this pathway called OCF-203. OCF-203 has been evaluated in multiple models of pulmonary fibrosis with impressive reductions in fibrosis. These discoveries hold potential for growth into other fibrotic diseases, including scleroderma, alcoholic liver disease, and NASH.
Malaria
- Malaria is a deadly disease with over 3 billion people at risk of infection annually worldwide. 200-300 million people are infected worldwide each year. It is the number one killer of children under five years old, with over 500,000 children under five killed each year.
Ocean’s proprietary platform for infectious diseases has yielded promising vaccine and therapeutic candidates for malaria, including the discovery of PfSEA-1 and PfGARP. These targets enable a promising new strategy for combating the disease. Moreover, the company’s drug target discovery platform has the potential to discover targets against other infectious diseases, like tuberculosis or another pandemic-type virus.
For more information, please visit www.oceanbiomedical.com. The company’s latest investor presentation as filed with the
Advisors
EF Hutton, division of
About Ocean Biomedical
To learn more, visit www.oceanbiomedical.com
In
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 Transaction between Aesther and Ocean Biomedical, 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
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that are described in Aesther’s Annual Report on Form 10-K for the year ended
Additional Information and Where to Find It
In connection with the Merger Agreement and the proposed transaction, Aesther has filed with the
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
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.
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Investor Contact
IR@aestherhealthcarespac.com
Media Contact
ICR Westwicke
Phone: +1.646.866.4012
Email: Sean.Leous@westwicke.com
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