organization · Reporting owner
Poseidon Bio, LLC
Disclosed activity across 2 companies
Sign in to followReported relationships
Latest disclosed role at each company.
| Company | Last reported as | Report date | Published |
|---|---|---|---|
| Ocean Biomedical Holdings, Inc.OCEA · Entity 116785 | 10% owner | February 14, 2023 | February 16, 2023 |
| Ocean Biomedical, Inc.OCEA · Entity 8695 | 10% owner | October 02, 2023 | October 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 / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Class A Common Stock, par value $0.0001SEC Table I · non-derivative | Direct | 22,842,756 |
Reported balance
Holding disclosure · report date 2023-02-14 · row 1
Holding and transaction disclosures are not merged.
1 source rowRow 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 2026-02-14 | Direct | Not disclosed |
Reported balance
Holding disclosure · report date 2023-02-14 · row 2
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 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 / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common Stock, par value $0.0001SEC Table I · non-derivative | IndirectBy Poseidon Bio, LLC | 22,342,756 |
Reported balance
After 2023-10-02 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 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-derivative | Direct | 456,852 |
Reported balance
Holding disclosure · report date 2023-10-02 · row 2
Holding and transaction disclosures are not merged.
1 source rowRow 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
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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. 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.