UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On October 2, 2023, Ocean Biomedical, Inc. (the “Company”), entered into a Side Letter Agreement (the “Side Letter”) with Polar Multi-Strategy Master Fund (“Polar”). The Side Letter amends certain terms of the Assignment and Novation Agreement (the “Polar Agreement”), dated February 13, 2023, between the Company, Polar, Ocean Biomedical Holdings, Inc., and Vellar Opportunity Fund SPV – Series 3. In February 2023, pursuant to the Polar Agreement, Polar was assigned certain rights and obligations under the amended and restated OTC Equity Prepaid Forward Transaction Letter dated February 12, 2023 (the “Backstop Agreement”) as it relates to 2.67 million of the total of 8.0 million shares of Company common stock that are subject to the Backstop Agreement. The Side Letter amends the definitions of “Seller VWAP Trigger Event” and “Reset Price” as used in the Backstop Agreement as each relates to Polar and the Polar Agreement.
The amended definitions are as follows:
| Seller VWAP Trigger Event: | An event that occurs if the VWAP Price is below $2.50 per Share for any 20 trading days during a 30 consecutive trading day-period thereafter. | |
| Reset Price: | $8.00, provided that the Reset Price may be reduced pursuant to a Dilutive Offering Reset. |
The Side Letter did not amend any terms of the Backstop Agreement as it relates to any other parties to that agreement.
The foregoing description is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Side Letter, which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by this reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Side Letter, dated October 2, 2023, between Ocean Biomedical, Inc. and Polar Multi-Strategy Master Fund. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OCEAN BIOMEDICAL, INC. | ||
| By: | /s/ Elizabeth Ng | |
| Elizabeth Ng | ||
| Chief Executive Officer | ||
| Date: October 3, 2023 | ||