Ocean Biomedical Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Ocean Biomedical, Inc. (NASDAQ: OCEA), today announced that on November 18, 2024, it received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the period ended September 30, 2024 (the “Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic reports with the Securities and Exchange Commission (the “SEC”).
Ocean Biomedical is delayed in filing the Form 10-Q as a result of previously disclosed developments with respect to filing of its 10-K for the year ended December 31, 2023.
The current notice will have no immediate effect on the listing or trading of Ocean Biomedical’s common stock on Nasdaq, although there can be no assurances that further delays in the filing of the Form 10-Q will not have an impact on the listing or trading of the company’s common stock. On October 16, 2024, Staff notified the Company that since it failed to timely file its Form 10-K for the year ended December 31, 2023, and its Forms 10-Q for the periods ended March 31, 2024 and June 30, 2024, the Company’s securities were subject to delisting. The Company is now delinquent in the filing its form 10-Q for the period ended September 30, 2024. Accordingly, this matter serves as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market. This is formal notification that the Nasdaq Hearings Panel (the “Panel”) will consider this matter in their decision regarding the Company’s continued listing on The Nasdaq Capital Market, which hearing is scheduled for December 16, 2024. The Company intends to file the delinquent Forms 10-Q and 10-K as soon as practicable.
Item 7.01. Regulation FD Disclosure.
On November 22, 2024, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01, including in Exhibit 99.1 attached hereto, is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent such other filing specifically incorporates such information by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 99.1 | Press Release dated November 22, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
Date: November 22, 2024
| OCEAN BIOMEDICAL, INC. | ||
| By: | /s/ Jolie Kahn | |
| Jolie Kahn | ||
| Chief Financial Officer | ||