Aesther and Ocean Biomedical Announce Shareholder Approval of Business Combination
Aesther Healthcare Acquisition Corp (NASDAQ: AEHA) and Ocean Biomedical, Inc. announced that stockholders approved their business combination during a meeting on February 3, 2023. This milestone brings Ocean Biomedical closer to becoming a public company, with aims to address unmet medical needs in oncology, pulmonary fibrosis, and infectious diseases. The combined entity has secured substantial funding, including $123.9 million in grants and a $40 million backstop from Vellar Opportunity Fund, enabling it to develop first-in-class drug and vaccine candidates. Details of the stockholder vote will be disclosed in a Form 8-K filed with the SEC.
- $123.9 million in grants secured for drug and vaccine development.
- $40 million committed backstop from Vellar Opportunity Fund.
- Stockholder approval for business combination indicates confidence in company direction.
- Risks associated with the completion of the merger and shareholder redemptions.
- Dependence on ongoing funding to support development initiatives.
- Potential difficulties in managing growth after the merger.
NEW YORK and PROVIDENCE, R.I, Feb. 06, 2023 (GLOBE NEWSWIRE) -- Aesther Healthcare Acquisition Corp (NASDAQ: AEHA) (“Aesther”), a special purpose acquisition company (“SPAC”) and Ocean Biomedical, Inc. (“Ocean”), a next-generation biopharma company, today announced that its stockholders approved all proposals related to the previously announced proposed business combination between Aesther and Ocean at a special meeting of stockholders held on February 3, 2023. A Form 8-K disclosing the full voting results is expected to be filed with the Securities and Exchange Commission.
“I’m pleased that the majority of shareholders have, through their votes in favor of going public, reaffirmed their belief in our vision for the company,” said Dr. Chirinjeev Kathuria, Ocean Biomedical co-founder and Executive Chairman of the Board of Directors. “The business combination with Aesther brings us one step closer to realizing our foremost goals as an innovative life sciences company.”
“The future is unquestionably bright for Ocean Biomedical,” said Suren Ajjarapu, Chairman and CEO of Aesther. “Its efforts to develop a diversified portfolio of medicines and vaccines which the world desperately needs makes its approaching emergence as a public company a genuine victory for patients.”
Unmet Need and Scientific Breakthroughs
Ocean Biomedical is focused solely on catalyzing the clinical development of scientific breakthroughs occurring regularly at premier healthcare research institutions such as Brown University. The company is currently advancing proprietary discoveries which address three critical areas of unmet medical need: oncology, pulmonary fibrosis, and infectious disease. The ability to suppress tumor growth by controlling CHI3L1, a master checkpoint inhibitor, was uncovered by the Ocean team and stands to shift the broader oncology landscape. Various fibrotic diseases may be vulnerable to the effects of the OCF-203 pathway inhibitor Chitinase 1 (Chit1), also identified by Ocean. Finally, Ocean’s proprietary platform for infectious diseases has yielded promising vaccine and therapeutic candidates for malaria. That same platform can, in the future, potentially be utilized against infectious diseases like tuberculosis and pandemic-type viruses.
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 Vellar Opportunity Fund SPV LLC – Series 3
- A Common Stock Purchase Agreement with White Lion Capital LLC,, which provides that White Lion Capital is committed to purchase the company’s Common Stock with an aggregate gross purchase price of up to
$75 million
Advisors
Cohen & Company Capital Markets serves as lead capital markets advisor along with EF Hutton, division of Benchmark Investments, LLC to Aesther Healthcare Acquisition Corp. Nelson Mullins Riley & Scarborough LLP serves as legal counsel to Aesther Healthcare Acquisition Corp. and Malone Bailey, LLP serves as auditors to Aesther Healthcare Acquisition Corp. Dykema Gossett PLLC serves as legal counsel to Ocean Biomedical, Inc. and Deloitte & Touche LLP serves as auditors to Ocean Biomedical, Inc.
About Aesther Healthcare Acquisitions 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.
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
In August 2022, Ocean Biomedical entered a definitive merger agreement with Aesther Healthcare Acquisition Corp. (Nasdaq: AEHA), a special purpose acquisition company. Upon closing, the combined company is expected to change its name to Ocean Biomedical, Inc. and its Class A common stock is expected to be traded on the Nasdaq Capital Market under the symbol "OCEA."
Important Notice Regarding 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 SEC and that are contained in the Definitive 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 are described in Aesther’s Annual Report on Form 10-K for the year ended December 31, 2021 and Aesther’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, and which are described in the “Risk Factors” section of the Definitive Proxy Statement, and other documents to be filed by Aesther from time to time with the SEC and which are and will be available at www.sec.gov. 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 Ocean Biomedical nor 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 has filed with the U.S. Securities and Exchange Commission (the “SEC”) a Definitive Proxy Statement on Schedule 14A relating to the proposed transaction. This communication is not intended to be, and is not, a substitute for the Definitive 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 the Definitive Proxy Statement and the amendments thereto, 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. 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 Definitive Proxy Statement 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 Definitive Proxy Statement and other documents filed with the SEC that will be incorporated by reference therein, without charge, 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 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 its most recent Annual Report on Form 10-K, the Definitive Proxy Statement, and other documents filed with the SEC.
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 Contact
Email: IR@aestherhealthcarespac.com
Media Contact
Sean Leous
ICR Westwicke
Phone: +1.646.866.4012
Email: Sean.Leous@westwicke.com
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