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Poseidon Bio, LLC

Disclosed activity across 2 companies

Tapewire entity
109176
SEC CIK
0001874219

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
Ocean Biomedical Holdings, Inc.OCEA · Entity 11678510% ownerFebruary 14, 2023February 16, 2023
Ocean Biomedical, Inc.OCEA · Entity 869510% ownerOctober 02, 2023October 07, 2023

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

Ocean Biomedical Holdings, Inc.

Report date February 14, 2023 · Filed February 16, 2023

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Common Stock, par value $0.0001SEC Table I · non-derivativeDirect22,842,756 Reported balance Holding disclosure · report date 2023-02-14 · row 1 Holding and transaction disclosures are not merged.
1 source row

Row 1 · Balance 22,842,756

F1: An Agreement and Plan of Merger was entered into on August 31, 2022 and amended on December 5, 2022 (as amended, the "Business Combination Agreement"; such transactions contemplated thereby, collectively, the "Business Combination") between Ocean Biomedical Holdings, Inc., formerly known as Ocean Biomedical, Inc. ("Legacy Ocean"), Aesther Healthcare Acquisition Corp. ("AHAC"), AHAC Merger Sub, Inc. ("Merger Sub"), and certain other parties thereto. In accordance with the Business Combination Agreement, on February 14, 2023 (the "Closing Date"), (i) Merger Sub merged with and into Legacy Ocean (such transaction, the "Merger"), (ii) Legacy Ocean continued as the surviving entity of the Merger and a wholly-owned subsidiary of AHAC, and (iii) AHAC changed its name to Ocean Biomedical, Inc. (such post-Business Combination entity, the "Issuer"). Capitalized terms that are used but not defined in this Form 3 have the meanings given to them in the Business Combination Agreement.

F2: Poseidon Bio, LLC ("Poseidon") acquired these shares of the Issuer's Class A Common Stock, par value $0.0001 per share, as consideration for Poseidon's Legacy Ocean common stock, which AHAC acquired in the Merger on the Closing Date.

Earnout RightsSEC Table II · derivative / convertible security · Expires 2026-02-14DirectNot disclosed Reported balance Holding disclosure · report date 2023-02-14 · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · Balance Not disclosed

F3: As additional Merger consideration, the former Legacy Ocean stockholders (the "Pre-Merger Stockholders") have the contingent right (the "Earnout Right") to receive up to an aggregate maximum of 19,000,000 shares of the Issuer's common stock (the "Earnout Shares"), issued in three Earnout Share Payments, if, for 20 out of any 30 consecutive trading days during the period from the Closing Date until the 36-month anniversary thereof (the "Earnout Period"), the Issuer's VWAP equals or exceeds: (i) $15.00 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 5,000,000 Earnout Shares (the "First Earnout Share Payment"); (ii) $17.50 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 7,000,000 Earnout Shares (the "Second Earnout Share Payment"); and (iii) $20.00 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 7,000,000 Earnout Shares (the "Third Earnout Share Payment").

F4: On the Closing Date of the Merger, Poseidon received the Earnout Right to acquire its Pro Rata Share of the aggregate maximum of 19,000,000 Earnout Shares that are issuable on a contingent basis to the Pre-Merger Stockholders under the Business Combination Agreement, which entitles Poseidon to receive up to 18,582,930 Earnout Shares, (i) 4,890,245 of which will be issued in connection with the First Earnout Share Payment, (ii) 6,846,343 of which will be issued in connection with the Second Earnout Share Payment, and (iii) 6,846,343 of which will be issued in connection with the Third Earnout Share Payment, with each Earnout Share Payment contingent on the Issuer's VWAP equaling or exceeding the required Share Price Target for 20 out of any 30 consecutive trading days during the Earnout Period. Poseidon's right to receive Earnout Shares pursuant to the Earnout Right granted in the Business Combination Agreement became fixed and irrevocable on the Closing Date of the Merger.

Filing footnotes · ownership attribution and instrument terms

F1: An Agreement and Plan of Merger was entered into on August 31, 2022 and amended on December 5, 2022 (as amended, the "Business Combination Agreement"; such transactions contemplated thereby, collectively, the "Business Combination") between Ocean Biomedical Holdings, Inc., formerly known as Ocean Biomedical, Inc. ("Legacy Ocean"), Aesther Healthcare Acquisition Corp. ("AHAC"), AHAC Merger Sub, Inc. ("Merger Sub"), and certain other parties thereto. In accordance with the Business Combination Agreement, on February 14, 2023 (the "Closing Date"), (i) Merger Sub merged with and into Legacy Ocean (such transaction, the "Merger"), (ii) Legacy Ocean continued as the surviving entity of the Merger and a wholly-owned subsidiary of AHAC, and (iii) AHAC changed its name to Ocean Biomedical, Inc. (such post-Business Combination entity, the "Issuer"). Capitalized terms that are used but not defined in this Form 3 have the meanings given to them in the Business Combination Agreement.

F2: Poseidon Bio, LLC ("Poseidon") acquired these shares of the Issuer's Class A Common Stock, par value $0.0001 per share, as consideration for Poseidon's Legacy Ocean common stock, which AHAC acquired in the Merger on the Closing Date.

F3: As additional Merger consideration, the former Legacy Ocean stockholders (the "Pre-Merger Stockholders") have the contingent right (the "Earnout Right") to receive up to an aggregate maximum of 19,000,000 shares of the Issuer's common stock (the "Earnout Shares"), issued in three Earnout Share Payments, if, for 20 out of any 30 consecutive trading days during the period from the Closing Date until the 36-month anniversary thereof (the "Earnout Period"), the Issuer's VWAP equals or exceeds: (i) $15.00 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 5,000,000 Earnout Shares (the "First Earnout Share Payment"); (ii) $17.50 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 7,000,000 Earnout Shares (the "Second Earnout Share Payment"); and (iii) $20.00 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 7,000,000 Earnout Shares (the "Third Earnout Share Payment").

F4: On the Closing Date of the Merger, Poseidon received the Earnout Right to acquire its Pro Rata Share of the aggregate maximum of 19,000,000 Earnout Shares that are issuable on a contingent basis to the Pre-Merger Stockholders under the Business Combination Agreement, which entitles Poseidon to receive up to 18,582,930 Earnout Shares, (i) 4,890,245 of which will be issued in connection with the First Earnout Share Payment, (ii) 6,846,343 of which will be issued in connection with the Second Earnout Share Payment, and (iii) 6,846,343 of which will be issued in connection with the Third Earnout Share Payment, with each Earnout Share Payment contingent on the Issuer's VWAP equaling or exceeding the required Share Price Target for 20 out of any 30 consecutive trading days during the Earnout Period. Poseidon's right to receive Earnout Shares pursuant to the Earnout Right granted in the Business Combination Agreement became fixed and irrevocable on the Closing Date of the Merger.

Ocean Biomedical, Inc.

Report date October 02, 2023 · Filed October 07, 2023

Jointly reported with KATHURIA CHIRINJEEV

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock, par value $0.0001SEC Table I · non-derivativeIndirectBy Poseidon Bio, LLC22,342,756 Reported balance After 2023-10-02 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2023-10-02 · Other · Disposed 500,000 · Balance 22,342,756

F1: Pursuant to a Master Loan Agreement (the "Agreement") entered into by Poseidon Bio, LLC ("Poseidon") and a third party lender (the "Lender"), on October 2, 2023, Poseidon delivered the Lender 500,000 shares of common stock, par value $0.0001 (the "Shares"), of Ocean Biomedical, Inc. (the "Issuer"), initially valued at $2,050,000 (the "Initial Value"). In connection with the transaction, the Lender is making a three-year, non-recourse loan to Poseidon of $777,500 (the "Loan"), equal to the Loan's gross proceeds of $820,000 (the "Gross Proceeds") less Loan fees. The Shares are not Loan collateral, as the Lender has the absolute right, title, and interest in and to the Shares, including the right to sell, transfer, encumber except for short selling, and vote the Shares. Despite the parties' intention for the Lender to transfer the Shares to Poseidon after the Loan is repaid (see footnote 2), the Lender may be deemed to beneficially own the Shares during the Loan term.

F2: On the maturity date of the Loan, which is expected to be on or about September 28, 2026 (the "Maturity Date"), Poseidon must pay the Lender (i) the Gross Proceeds, (ii) all unpaid accrued interest on the Loan, (iii) 100% of the excess, if any, of the value of the Shares at the Maturity Date over 125% of the Initial Value, and (iv) any other amounts that Poseidon owes the Lender under the Agreement (collectively, the "Repayment Amount"). Within five business days of Poseidon's payment of the Repayment Amount, the Lender must transfer the Shares to Poseidon, subject to the Lender's right to withhold and set off against the Shares any sums owed to the Lender by Poseidon under the Agreement.

F3: These securities are owned directly by Poseidon, a 10% owner of the Issuer, and indirectly by Dr. Chirinjeev Kathuria ("Dr. Kathuria"), as a Managing Director of Poseidon. Dr. Kathuria is also the Executive Chairman and a director of the Issuer. Dr. Kathuria disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Common Stock, par value $0.0001SEC Table I · non-derivativeDirect456,852 Reported balance Holding disclosure · report date 2023-10-02 · row 2 Holding and transaction disclosures are not merged.
1 source row

Row 2 · Balance 456,852

F4: These securities are owned directly by Dr. Kathuria.

Filing footnotes · ownership attribution and instrument terms

F1: Pursuant to a Master Loan Agreement (the "Agreement") entered into by Poseidon Bio, LLC ("Poseidon") and a third party lender (the "Lender"), on October 2, 2023, Poseidon delivered the Lender 500,000 shares of common stock, par value $0.0001 (the "Shares"), of Ocean Biomedical, Inc. (the "Issuer"), initially valued at $2,050,000 (the "Initial Value"). In connection with the transaction, the Lender is making a three-year, non-recourse loan to Poseidon of $777,500 (the "Loan"), equal to the Loan's gross proceeds of $820,000 (the "Gross Proceeds") less Loan fees. The Shares are not Loan collateral, as the Lender has the absolute right, title, and interest in and to the Shares, including the right to sell, transfer, encumber except for short selling, and vote the Shares. Despite the parties' intention for the Lender to transfer the Shares to Poseidon after the Loan is repaid (see footnote 2), the Lender may be deemed to beneficially own the Shares during the Loan term.

F2: On the maturity date of the Loan, which is expected to be on or about September 28, 2026 (the "Maturity Date"), Poseidon must pay the Lender (i) the Gross Proceeds, (ii) all unpaid accrued interest on the Loan, (iii) 100% of the excess, if any, of the value of the Shares at the Maturity Date over 125% of the Initial Value, and (iv) any other amounts that Poseidon owes the Lender under the Agreement (collectively, the "Repayment Amount"). Within five business days of Poseidon's payment of the Repayment Amount, the Lender must transfer the Shares to Poseidon, subject to the Lender's right to withhold and set off against the Shares any sums owed to the Lender by Poseidon under the Agreement.

F3: These securities are owned directly by Poseidon, a 10% owner of the Issuer, and indirectly by Dr. Chirinjeev Kathuria ("Dr. Kathuria"), as a Managing Director of Poseidon. Dr. Kathuria is also the Executive Chairman and a director of the Issuer. Dr. Kathuria disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F4: These securities are owned directly by Dr. Kathuria.

Transaction history

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Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
October 02, 2023 Filed Oct 7, 2023 01:45 UTC Ocean Biomedical, Inc. OCEA · Entity 8695 OtherCommon Stock, par value $0.0001 500,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001493152-23-036588 · ownership.xml · nonDerivative · entry 1

KATHURIA CHIRINJEEV · CIK 0001163768 · Director · 10% owner

Poseidon Bio, LLC · CIK 0001874219 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Poseidon Bio, LLC

Disclosed balance after: 22,342,756

F1 · kind: Pursuant to a Master Loan Agreement (the "Agreement") entered into by Poseidon Bio, LLC ("Poseidon") and a third party lender (the "Lender"), on October 2, 2023, Poseidon delivered the Lender 500,000 shares of common stock, par value $0.0001 (the "Shares"), of Ocean Biomedical, Inc. (the "Issuer"), initially valued at $2,050,000 (the "Initial Value"). In connection with the transaction, the Lender is making a three-year, non-recourse loan to Poseidon of $777,500 (the "Loan"), equal to the Loan's gross proceeds of $820,000 (the "Gross Proceeds") less Loan fees. The Shares are not Loan collateral, as the Lender has the absolute right, title, and interest in and to the Shares, including the right to sell, transfer, encumber except for short selling, and vote the Shares. Despite the parties' intention for the Lender to transfer the Shares to Poseidon after the Loan is repaid (see footnote 2), the Lender may be deemed to beneficially own the Shares during the Loan term.

F2 · kind: On the maturity date of the Loan, which is expected to be on or about September 28, 2026 (the "Maturity Date"), Poseidon must pay the Lender (i) the Gross Proceeds, (ii) all unpaid accrued interest on the Loan, (iii) 100% of the excess, if any, of the value of the Shares at the Maturity Date over 125% of the Initial Value, and (iv) any other amounts that Poseidon owes the Lender under the Agreement (collectively, the "Repayment Amount"). Within five business days of Poseidon's payment of the Repayment Amount, the Lender must transfer the Shares to Poseidon, subject to the Lender's right to withhold and set off against the Shares any sums owed to the Lender by Poseidon under the Agreement.

F1 · price: Pursuant to a Master Loan Agreement (the "Agreement") entered into by Poseidon Bio, LLC ("Poseidon") and a third party lender (the "Lender"), on October 2, 2023, Poseidon delivered the Lender 500,000 shares of common stock, par value $0.0001 (the "Shares"), of Ocean Biomedical, Inc. (the "Issuer"), initially valued at $2,050,000 (the "Initial Value"). In connection with the transaction, the Lender is making a three-year, non-recourse loan to Poseidon of $777,500 (the "Loan"), equal to the Loan's gross proceeds of $820,000 (the "Gross Proceeds") less Loan fees. The Shares are not Loan collateral, as the Lender has the absolute right, title, and interest in and to the Shares, including the right to sell, transfer, encumber except for short selling, and vote the Shares. Despite the parties' intention for the Lender to transfer the Shares to Poseidon after the Loan is repaid (see footnote 2), the Lender may be deemed to beneficially own the Shares during the Loan term.

F3 · ownership.nature: These securities are owned directly by Poseidon, a 10% owner of the Issuer, and indirectly by Dr. Chirinjeev Kathuria ("Dr. Kathuria"), as a Managing Director of Poseidon. Dr. Kathuria is also the Executive Chairman and a director of the Issuer. Dr. Kathuria disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Read SEC document
February 14, 2023 Filed Feb 17, 2023 02:58 UTC Ocean Biomedical, Inc. OCEA · Entity 8695 OtherEarnout Rights · Derivative 18,582,930 Not disclosed Not disclosed
Disclosure

SEC source: 0001493152-23-005367 · ownership.xml · derivative · entry 12

KATHURIA CHIRINJEEV · CIK 0001163768 · Director · 10% owner

Poseidon Bio, LLC · CIK 0001874219 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Poseidon Bio, LLC

Disclosed balance after: 18,582,930

Underlying: Common Stock · 18,582,930 shares

Expires 2026-02-14

F10 · derivative.exercise_price: Pursuant to the Reclassification that was effected in connection with the Closing of the Business Combination, each Issuer Class A Common Share underlying the Earnout Rights of Dr. Kathuria and Poseidon were reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

F10 · kind: Pursuant to the Reclassification that was effected in connection with the Closing of the Business Combination, each Issuer Class A Common Share underlying the Earnout Rights of Dr. Kathuria and Poseidon were reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

F10 · price: Pursuant to the Reclassification that was effected in connection with the Closing of the Business Combination, each Issuer Class A Common Share underlying the Earnout Rights of Dr. Kathuria and Poseidon were reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

F10 · derivative.exercise_date: Pursuant to the Reclassification that was effected in connection with the Closing of the Business Combination, each Issuer Class A Common Share underlying the Earnout Rights of Dr. Kathuria and Poseidon were reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

F5 · ownership.nature: These securities are owned directly by Poseidon, a 10% owner of the Issuer, and indirectly by Dr. Kathuria, as a Managing Director of Poseidon. Dr. Kathuria disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Read SEC document
February 14, 2023 Filed Feb 17, 2023 02:58 UTC Ocean Biomedical, Inc. OCEA · Entity 8695 OtherEarnout Rights · Derivative 18,582,930 Not disclosed Not disclosed
Disclosure

SEC source: 0001493152-23-005367 · ownership.xml · derivative · entry 11

KATHURIA CHIRINJEEV · CIK 0001163768 · Director · 10% owner

Poseidon Bio, LLC · CIK 0001874219 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Poseidon Bio, LLC

Disclosed balance after: 0

Underlying: Class A Common Stock · 18,582,930 shares

Expires 2026-02-14

F10 · derivative.exercise_price: Pursuant to the Reclassification that was effected in connection with the Closing of the Business Combination, each Issuer Class A Common Share underlying the Earnout Rights of Dr. Kathuria and Poseidon were reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

F10 · kind: Pursuant to the Reclassification that was effected in connection with the Closing of the Business Combination, each Issuer Class A Common Share underlying the Earnout Rights of Dr. Kathuria and Poseidon were reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

F10 · price: Pursuant to the Reclassification that was effected in connection with the Closing of the Business Combination, each Issuer Class A Common Share underlying the Earnout Rights of Dr. Kathuria and Poseidon were reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

F10 · derivative.exercise_date: Pursuant to the Reclassification that was effected in connection with the Closing of the Business Combination, each Issuer Class A Common Share underlying the Earnout Rights of Dr. Kathuria and Poseidon were reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

F5 · ownership.nature: These securities are owned directly by Poseidon, a 10% owner of the Issuer, and indirectly by Dr. Kathuria, as a Managing Director of Poseidon. Dr. Kathuria disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Read SEC document
February 14, 2023 Filed Feb 17, 2023 02:58 UTC Ocean Biomedical, Inc. OCEA · Entity 8695 OtherEarnout Rights · Derivative 371,656 Not disclosed Not disclosed
Disclosure

SEC source: 0001493152-23-005367 · ownership.xml · derivative · entry 10

KATHURIA CHIRINJEEV · CIK 0001163768 · Director · 10% owner

Poseidon Bio, LLC · CIK 0001874219 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 371,656

Underlying: Common Stock · 371,656 shares

Expires 2026-02-14

F10 · derivative.exercise_price: Pursuant to the Reclassification that was effected in connection with the Closing of the Business Combination, each Issuer Class A Common Share underlying the Earnout Rights of Dr. Kathuria and Poseidon were reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

F10 · kind: Pursuant to the Reclassification that was effected in connection with the Closing of the Business Combination, each Issuer Class A Common Share underlying the Earnout Rights of Dr. Kathuria and Poseidon were reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

F10 · price: Pursuant to the Reclassification that was effected in connection with the Closing of the Business Combination, each Issuer Class A Common Share underlying the Earnout Rights of Dr. Kathuria and Poseidon were reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

F10 · derivative.exercise_date: Pursuant to the Reclassification that was effected in connection with the Closing of the Business Combination, each Issuer Class A Common Share underlying the Earnout Rights of Dr. Kathuria and Poseidon were reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

F3 · ownership.direct: These securities are owned directly by Dr. Kathuria.

Read SEC document
February 14, 2023 Filed Feb 17, 2023 02:58 UTC Ocean Biomedical, Inc. OCEA · Entity 8695 OtherEarnout Rights · Derivative 371,656 Not disclosed Not disclosed
Disclosure

SEC source: 0001493152-23-005367 · ownership.xml · derivative · entry 9

KATHURIA CHIRINJEEV · CIK 0001163768 · Director · 10% owner

Poseidon Bio, LLC · CIK 0001874219 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 371,656 shares

Expires 2026-02-14

F10 · derivative.exercise_price: Pursuant to the Reclassification that was effected in connection with the Closing of the Business Combination, each Issuer Class A Common Share underlying the Earnout Rights of Dr. Kathuria and Poseidon were reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

F10 · kind: Pursuant to the Reclassification that was effected in connection with the Closing of the Business Combination, each Issuer Class A Common Share underlying the Earnout Rights of Dr. Kathuria and Poseidon were reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

F10 · price: Pursuant to the Reclassification that was effected in connection with the Closing of the Business Combination, each Issuer Class A Common Share underlying the Earnout Rights of Dr. Kathuria and Poseidon were reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

F10 · derivative.exercise_date: Pursuant to the Reclassification that was effected in connection with the Closing of the Business Combination, each Issuer Class A Common Share underlying the Earnout Rights of Dr. Kathuria and Poseidon were reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

F3 · ownership.direct: These securities are owned directly by Dr. Kathuria.

Read SEC document
February 14, 2023 Filed Feb 17, 2023 02:58 UTC Ocean Biomedical, Inc. OCEA · Entity 8695 OtherEarnout Rights · Derivative 18,582,930 Not disclosed Not disclosed
Disclosure

SEC source: 0001493152-23-005367 · ownership.xml · derivative · entry 8

KATHURIA CHIRINJEEV · CIK 0001163768 · Director · 10% owner

Poseidon Bio, LLC · CIK 0001874219 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Poseidon Bio, LLC

Disclosed balance after: 18,582,930

Underlying: Class A Common Stock · 18,582,930 shares

Expires 2026-02-14

F6 · security: As additional Merger consideration, the former Legacy Ocean stockholders (the "Pre-Merger Stockholders") have the contingent right (the "Earnout Right") to receive up to an aggregate maximum of 19,000,000 shares of the Issuer's common stock (the "Earnout Shares"), issued in three Earnout Share Payments, if, for 20 out of any 30 consecutive trading days during the period from the Closing Date until the 36-month anniversary thereof (the "Earnout Period"), the Issuer's VWAP equals or exceeds: (i) $15.00 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 5,000,000 Earnout Shares (the "First Earnout Share Payment"); (ii) $17.50 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 7,000,000 Earnout Shares (the "Second Earnout Share Payment"); and (iii) $20.00 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 7,000,000 Earnout Shares (the "Third Earnout Share Payment").

F8 · derivative.exercise_price: On the Closing Date of the Merger, Poseidon received the Earnout Right to acquire its Pro Rata Share of the aggregate maximum of 19,000,000 Earnout Shares issuable on a contingent basis to the Pre-Merger Stockholders under the Business Combination Agreement, which entitles Poseidon to receive up to 18,582,930 Earnout Shares, (i) 4,890,245 of which will be issued in connection with the First Earnout Share Payment, (ii) 6,846,343 of which will be issued in connection with the Second Earnout Share Payment, and (iii) 6,846,343 of which will be issued in connection with the Third Earnout Share Payment, with each Earnout Share Payment contingent on the Issuer's VWAP equaling or exceeding the required Share Price Target for 20 out of any 30 consecutive trading days during the Earnout Period. Poseidon's right to receive Earnout Shares pursuant to the Earnout Right granted in the Business Combination Agreement became fixed and irrevocable on the Closing Date of the Merger.

F8 · kind: On the Closing Date of the Merger, Poseidon received the Earnout Right to acquire its Pro Rata Share of the aggregate maximum of 19,000,000 Earnout Shares issuable on a contingent basis to the Pre-Merger Stockholders under the Business Combination Agreement, which entitles Poseidon to receive up to 18,582,930 Earnout Shares, (i) 4,890,245 of which will be issued in connection with the First Earnout Share Payment, (ii) 6,846,343 of which will be issued in connection with the Second Earnout Share Payment, and (iii) 6,846,343 of which will be issued in connection with the Third Earnout Share Payment, with each Earnout Share Payment contingent on the Issuer's VWAP equaling or exceeding the required Share Price Target for 20 out of any 30 consecutive trading days during the Earnout Period. Poseidon's right to receive Earnout Shares pursuant to the Earnout Right granted in the Business Combination Agreement became fixed and irrevocable on the Closing Date of the Merger.

F8 · price: On the Closing Date of the Merger, Poseidon received the Earnout Right to acquire its Pro Rata Share of the aggregate maximum of 19,000,000 Earnout Shares issuable on a contingent basis to the Pre-Merger Stockholders under the Business Combination Agreement, which entitles Poseidon to receive up to 18,582,930 Earnout Shares, (i) 4,890,245 of which will be issued in connection with the First Earnout Share Payment, (ii) 6,846,343 of which will be issued in connection with the Second Earnout Share Payment, and (iii) 6,846,343 of which will be issued in connection with the Third Earnout Share Payment, with each Earnout Share Payment contingent on the Issuer's VWAP equaling or exceeding the required Share Price Target for 20 out of any 30 consecutive trading days during the Earnout Period. Poseidon's right to receive Earnout Shares pursuant to the Earnout Right granted in the Business Combination Agreement became fixed and irrevocable on the Closing Date of the Merger.

F8 · derivative.exercise_date: On the Closing Date of the Merger, Poseidon received the Earnout Right to acquire its Pro Rata Share of the aggregate maximum of 19,000,000 Earnout Shares issuable on a contingent basis to the Pre-Merger Stockholders under the Business Combination Agreement, which entitles Poseidon to receive up to 18,582,930 Earnout Shares, (i) 4,890,245 of which will be issued in connection with the First Earnout Share Payment, (ii) 6,846,343 of which will be issued in connection with the Second Earnout Share Payment, and (iii) 6,846,343 of which will be issued in connection with the Third Earnout Share Payment, with each Earnout Share Payment contingent on the Issuer's VWAP equaling or exceeding the required Share Price Target for 20 out of any 30 consecutive trading days during the Earnout Period. Poseidon's right to receive Earnout Shares pursuant to the Earnout Right granted in the Business Combination Agreement became fixed and irrevocable on the Closing Date of the Merger.

F5 · ownership.nature: These securities are owned directly by Poseidon, a 10% owner of the Issuer, and indirectly by Dr. Kathuria, as a Managing Director of Poseidon. Dr. Kathuria disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

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February 14, 2023 Filed Feb 17, 2023 02:58 UTC Ocean Biomedical, Inc. OCEA · Entity 8695 OtherEarnout Rights · Derivative 371,656 Not disclosed Not disclosed
Disclosure

SEC source: 0001493152-23-005367 · ownership.xml · derivative · entry 7

KATHURIA CHIRINJEEV · CIK 0001163768 · Director · 10% owner

Poseidon Bio, LLC · CIK 0001874219 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 371,656

Underlying: Class A Common Stock · 371,656 shares

Expires 2026-02-14

F6 · security: As additional Merger consideration, the former Legacy Ocean stockholders (the "Pre-Merger Stockholders") have the contingent right (the "Earnout Right") to receive up to an aggregate maximum of 19,000,000 shares of the Issuer's common stock (the "Earnout Shares"), issued in three Earnout Share Payments, if, for 20 out of any 30 consecutive trading days during the period from the Closing Date until the 36-month anniversary thereof (the "Earnout Period"), the Issuer's VWAP equals or exceeds: (i) $15.00 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 5,000,000 Earnout Shares (the "First Earnout Share Payment"); (ii) $17.50 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 7,000,000 Earnout Shares (the "Second Earnout Share Payment"); and (iii) $20.00 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 7,000,000 Earnout Shares (the "Third Earnout Share Payment").

F7 · derivative.exercise_price: On the Closing Date of the Merger, Dr. Kathuria received the Earnout Right to acquire his Pro Rata Share of the aggregate maximum of 19,000,000 Earnout Shares issuable on a contingent basis to the Pre-Merger Stockholders under the Business Combination Agreement, which entitles Dr. Kathuria to receive up to 371,656 Earnout Shares, (i) 97,804 of which will be issued in connection with the First Earnout Share Payment, (ii) 136,926 of which will be issued in connection with the Second Earnout Share Payment, and (iii) 136,926 of which will be issued in connection with the Third Earnout Share Payment, with each Earnout Share Payment contingent on the Issuer's VWAP equaling or exceeding the required Share Price Target for 20 out of any 30 consecutive trading days during the Earnout Period. Dr. Kathuria's right to receive Earnout Shares pursuant to the Earnout Right granted in the Business Combination Agreement became fixed and irrevocable on the Closing Date of the Merger.

F7 · kind: On the Closing Date of the Merger, Dr. Kathuria received the Earnout Right to acquire his Pro Rata Share of the aggregate maximum of 19,000,000 Earnout Shares issuable on a contingent basis to the Pre-Merger Stockholders under the Business Combination Agreement, which entitles Dr. Kathuria to receive up to 371,656 Earnout Shares, (i) 97,804 of which will be issued in connection with the First Earnout Share Payment, (ii) 136,926 of which will be issued in connection with the Second Earnout Share Payment, and (iii) 136,926 of which will be issued in connection with the Third Earnout Share Payment, with each Earnout Share Payment contingent on the Issuer's VWAP equaling or exceeding the required Share Price Target for 20 out of any 30 consecutive trading days during the Earnout Period. Dr. Kathuria's right to receive Earnout Shares pursuant to the Earnout Right granted in the Business Combination Agreement became fixed and irrevocable on the Closing Date of the Merger.

F7 · price: On the Closing Date of the Merger, Dr. Kathuria received the Earnout Right to acquire his Pro Rata Share of the aggregate maximum of 19,000,000 Earnout Shares issuable on a contingent basis to the Pre-Merger Stockholders under the Business Combination Agreement, which entitles Dr. Kathuria to receive up to 371,656 Earnout Shares, (i) 97,804 of which will be issued in connection with the First Earnout Share Payment, (ii) 136,926 of which will be issued in connection with the Second Earnout Share Payment, and (iii) 136,926 of which will be issued in connection with the Third Earnout Share Payment, with each Earnout Share Payment contingent on the Issuer's VWAP equaling or exceeding the required Share Price Target for 20 out of any 30 consecutive trading days during the Earnout Period. Dr. Kathuria's right to receive Earnout Shares pursuant to the Earnout Right granted in the Business Combination Agreement became fixed and irrevocable on the Closing Date of the Merger.

F7 · derivative.exercise_date: On the Closing Date of the Merger, Dr. Kathuria received the Earnout Right to acquire his Pro Rata Share of the aggregate maximum of 19,000,000 Earnout Shares issuable on a contingent basis to the Pre-Merger Stockholders under the Business Combination Agreement, which entitles Dr. Kathuria to receive up to 371,656 Earnout Shares, (i) 97,804 of which will be issued in connection with the First Earnout Share Payment, (ii) 136,926 of which will be issued in connection with the Second Earnout Share Payment, and (iii) 136,926 of which will be issued in connection with the Third Earnout Share Payment, with each Earnout Share Payment contingent on the Issuer's VWAP equaling or exceeding the required Share Price Target for 20 out of any 30 consecutive trading days during the Earnout Period. Dr. Kathuria's right to receive Earnout Shares pursuant to the Earnout Right granted in the Business Combination Agreement became fixed and irrevocable on the Closing Date of the Merger.

F3 · ownership.direct: These securities are owned directly by Dr. Kathuria.

Read SEC document
February 14, 2023 Filed Feb 17, 2023 02:58 UTC Ocean Biomedical, Inc. OCEA · Entity 8695 OtherCommon Stock, par value $0.0001 22,842,756 Not disclosed Not disclosed
Disclosure

SEC source: 0001493152-23-005367 · ownership.xml · nonDerivative · entry 6

KATHURIA CHIRINJEEV · CIK 0001163768 · Director · 10% owner

Poseidon Bio, LLC · CIK 0001874219 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Poseidon Bio, LLC

Disclosed balance after: 22,842,756

F9 · kind: Pursuant to the Issuer's Third Amended and Restated Certificate of Incorporation filed in connection with the Closing of the Business Combination, the Issuer completed a reclassification exempt under Rule 16b-7 (the "Reclassification"). In accordance with the Reclassification, each Issuer Class A Common Share was reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

F9 · price: Pursuant to the Issuer's Third Amended and Restated Certificate of Incorporation filed in connection with the Closing of the Business Combination, the Issuer completed a reclassification exempt under Rule 16b-7 (the "Reclassification"). In accordance with the Reclassification, each Issuer Class A Common Share was reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

F5 · ownership.nature: These securities are owned directly by Poseidon, a 10% owner of the Issuer, and indirectly by Dr. Kathuria, as a Managing Director of Poseidon. Dr. Kathuria disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Read SEC document
February 14, 2023 Filed Feb 17, 2023 02:58 UTC Ocean Biomedical, Inc. OCEA · Entity 8695 OtherClass A Common Stock, par value $0.0001 22,842,756 Not disclosed Not disclosed
Disclosure

SEC source: 0001493152-23-005367 · ownership.xml · nonDerivative · entry 5

KATHURIA CHIRINJEEV · CIK 0001163768 · Director · 10% owner

Poseidon Bio, LLC · CIK 0001874219 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Poseidon Bio, LLC

Disclosed balance after: 0

F9 · kind: Pursuant to the Issuer's Third Amended and Restated Certificate of Incorporation filed in connection with the Closing of the Business Combination, the Issuer completed a reclassification exempt under Rule 16b-7 (the "Reclassification"). In accordance with the Reclassification, each Issuer Class A Common Share was reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

F9 · price: Pursuant to the Issuer's Third Amended and Restated Certificate of Incorporation filed in connection with the Closing of the Business Combination, the Issuer completed a reclassification exempt under Rule 16b-7 (the "Reclassification"). In accordance with the Reclassification, each Issuer Class A Common Share was reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

F5 · ownership.nature: These securities are owned directly by Poseidon, a 10% owner of the Issuer, and indirectly by Dr. Kathuria, as a Managing Director of Poseidon. Dr. Kathuria disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Read SEC document
February 14, 2023 Filed Feb 17, 2023 02:58 UTC Ocean Biomedical, Inc. OCEA · Entity 8695 OtherCommon Stock, par value $0.0001 456,852 Not disclosed Not disclosed
Disclosure

SEC source: 0001493152-23-005367 · ownership.xml · nonDerivative · entry 4

KATHURIA CHIRINJEEV · CIK 0001163768 · Director · 10% owner

Poseidon Bio, LLC · CIK 0001874219 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 456,852

F9 · kind: Pursuant to the Issuer's Third Amended and Restated Certificate of Incorporation filed in connection with the Closing of the Business Combination, the Issuer completed a reclassification exempt under Rule 16b-7 (the "Reclassification"). In accordance with the Reclassification, each Issuer Class A Common Share was reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

F9 · price: Pursuant to the Issuer's Third Amended and Restated Certificate of Incorporation filed in connection with the Closing of the Business Combination, the Issuer completed a reclassification exempt under Rule 16b-7 (the "Reclassification"). In accordance with the Reclassification, each Issuer Class A Common Share was reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

F3 · ownership.direct: These securities are owned directly by Dr. Kathuria.

Read SEC document
February 14, 2023 Filed Feb 17, 2023 02:58 UTC Ocean Biomedical, Inc. OCEA · Entity 8695 OtherClass A Common Stock, par value $0.0001 456,852 Not disclosed Not disclosed
Disclosure

SEC source: 0001493152-23-005367 · ownership.xml · nonDerivative · entry 3

KATHURIA CHIRINJEEV · CIK 0001163768 · Director · 10% owner

Poseidon Bio, LLC · CIK 0001874219 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F9 · kind: Pursuant to the Issuer's Third Amended and Restated Certificate of Incorporation filed in connection with the Closing of the Business Combination, the Issuer completed a reclassification exempt under Rule 16b-7 (the "Reclassification"). In accordance with the Reclassification, each Issuer Class A Common Share was reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

F9 · price: Pursuant to the Issuer's Third Amended and Restated Certificate of Incorporation filed in connection with the Closing of the Business Combination, the Issuer completed a reclassification exempt under Rule 16b-7 (the "Reclassification"). In accordance with the Reclassification, each Issuer Class A Common Share was reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

F3 · ownership.direct: These securities are owned directly by Dr. Kathuria.

Read SEC document
February 14, 2023 Filed Feb 17, 2023 02:58 UTC Ocean Biomedical, Inc. OCEA · Entity 8695 GrantClass A Common Stock, par value $0.0001 22,842,756 $10.00 $228,427,560.00
Disclosure

SEC source: 0001493152-23-005367 · ownership.xml · nonDerivative · entry 2

KATHURIA CHIRINJEEV · CIK 0001163768 · Director · 10% owner

Poseidon Bio, LLC · CIK 0001874219 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Poseidon Bio, LLC

Disclosed balance after: 22,842,756

F1 · kind: An Agreement and Plan of Merger was entered into on August 31, 2022 and amended on December 5, 2022 (as amended, the "Business Combination Agreement"; such transactions contemplated thereby, collectively, the "Business Combination") between Ocean Biomedical Holdings, Inc., formerly known as Ocean Biomedical, Inc. ("Legacy Ocean"), Aesther Healthcare Acquisition Corp. ("AHAC"), AHAC Merger Sub, Inc. ("Merger Sub"), and certain other parties thereto. In accordance with the Business Combination Agreement, on February 14, 2023 (the "Closing Date"), (i) Merger Sub merged with and into Legacy Ocean (such transaction, the "Merger"), (ii) Legacy Ocean continued as the surviving entity of the Merger and a wholly-owned subsidiary of AHAC, and (iii) AHAC changed its name to Ocean Biomedical, Inc. (such post-Business Combination entity, the "Issuer"). Capitalized terms that are used but not defined in this Form 4 have the meanings given to them in the Business Combination Agreement.

F4 · shares: Represents Issuer Class A Common Shares acquired by Poseidon Bio, LLC ("Poseidon"), as consideration for Poseidon's shares of Legacy Ocean common stock, which AHAC acquired in the Merger on the Closing Date.

F5 · ownership.nature: These securities are owned directly by Poseidon, a 10% owner of the Issuer, and indirectly by Dr. Kathuria, as a Managing Director of Poseidon. Dr. Kathuria disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Read SEC document
February 14, 2023 Filed Feb 17, 2023 02:58 UTC Ocean Biomedical, Inc. OCEA · Entity 8695 GrantClass A Common Stock, par value $0.0001 456,852 $10.00 $4,568,520.00
Disclosure

SEC source: 0001493152-23-005367 · ownership.xml · nonDerivative · entry 1

KATHURIA CHIRINJEEV · CIK 0001163768 · Director · 10% owner

Poseidon Bio, LLC · CIK 0001874219 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 456,852

F1 · kind: An Agreement and Plan of Merger was entered into on August 31, 2022 and amended on December 5, 2022 (as amended, the "Business Combination Agreement"; such transactions contemplated thereby, collectively, the "Business Combination") between Ocean Biomedical Holdings, Inc., formerly known as Ocean Biomedical, Inc. ("Legacy Ocean"), Aesther Healthcare Acquisition Corp. ("AHAC"), AHAC Merger Sub, Inc. ("Merger Sub"), and certain other parties thereto. In accordance with the Business Combination Agreement, on February 14, 2023 (the "Closing Date"), (i) Merger Sub merged with and into Legacy Ocean (such transaction, the "Merger"), (ii) Legacy Ocean continued as the surviving entity of the Merger and a wholly-owned subsidiary of AHAC, and (iii) AHAC changed its name to Ocean Biomedical, Inc. (such post-Business Combination entity, the "Issuer"). Capitalized terms that are used but not defined in this Form 4 have the meanings given to them in the Business Combination Agreement.

F2 · shares: Represents shares of the Issuer's Class A Common Stock, par value $0.0001 per share ("Issuer Class A Common Shares"), acquired by Dr. Chirinjeev Kathuria ("Dr. Kathuria"), the Founder, Executive Chairman, and a director of the Issuer, as consideration for Dr. Kathuria's shares of Legacy Ocean common stock, which AHAC acquired in the Merger on the Closing Date.

F3 · ownership.direct: These securities are owned directly by Dr. Kathuria.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.