Ocean Biomedical (OCEA) Enters $25M Convertible Note Facility

Ocean Biomedical, Inc. (NASDAQ: OCEA), a biopharma company working to accelerate the development and commercialization of scientifically compelling assets from research universities and medical centers, announced today that it has entered into a private placement pursuant to a securities purchase agreement with Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (“Alto”) for the issuance and sale of a total anticipated $25 million facility of Senior Secured Convertible Promissory Notes (the “Notes”). The Notes will be funded in multiple tranches, subject to certain conditions.

Ocean Biomedical intends to use the proceeds for working capital and other general corporate purposes, which may include clinical development costs to support the development of Ocean Biomedical’s drug candidates and the expansion of research and development programs.

Ocean Biomedical expects to issue an aggregate of $25 million of Notes, which have a 12-month maturity and are convertible into shares of Ocean Biomedical common stock, upon satisfaction of certain conditions, at an initial conversion price of $10.34 per share, subject to standard anti-dilution provisions and adjustment as further specified in the Notes.

Maxim Group LLC is acting as the exclusive placement agent for the private placement. Dykema Gossett PLLC represented Ocean Biomedical and Kelley Drye & Warren LLP represented Alto in this private placement.

Ocean Biomedical has agreed to file a registration statement registering for the sale of the shares of common stock issuable upon conversion of the Notes.

Management Quotes

“We are thrilled to have partnered with Alto on this funding arrangement, which will enable us to continue pursuing our mission of advancing groundbreaking medical discoveries that can make a positive impact on global health,” said Dr. Chirinjeev Kathuria, Ocean Biomedical’s Chairman and co-founder. “We are excited to work closely with Alto to create value for all our stakeholders.”

“This financing deal will enable us to advance our research and development efforts and bring life-changing therapies to patients with unmet medical needs,” said Suren Ajjarapu, a Director at Ocean Biomedical. “We are grateful for our partnership with Alto, who will provide us with valuable resources, expertise, and support, as we work together to accelerate our growth and make a meaningful impact on the healthcare industry.”

“We are excited to announce our partnership with Ocean Biomedical and look forward to supporting their robust pipeline of diverse and innovative candidates,” said Alto’s Principal, Waqas Khatri. “We are hopeful that this collaboration will lead to many more breakthroughs in the years ahead."

The Securities Purchase Agreement between Ocean Biomedical and Alto includes representations, warranties, covenants, and other terms typical of a transaction of this type and permits Ocean Biomedical to draw funds under the Notes in multiple closings with such closings subject to satisfaction of certain conditions. A description and copy of the Securities Purchase Agreement will be provided with a Current Report on Form 8-K that Ocean Biomedical will file with the Securities and Exchange Commission (the “SEC”), which can be reviewed for free when it is filed by visiting the SEC's web site at www.sec.gov.

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