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    Ocean Biomedical Inc. filed SEC Form 8-K: Other Events

    3/26/25 4:10:37 PM ET
    $OCEA
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $OCEA alert in real time by email
    false 0001869974 0001869974 2025-03-26 2025-03-26 0001869974 OCEA:CommonStock0.0001ParValueMember 2025-03-26 2025-03-26 0001869974 OCEA:WarrantsEachWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member 2025-03-26 2025-03-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

     

    PURSUANT TO SECTION 13 OR 15(d) OF THE

    SECURITIES EXCHANGE ACT OF 1934

     

    Date of Report (Date of earliest event reported): March 26, 2025

     

    OCEAN BIOMEDICAL, INC.

    (Exact name of registrant as specified in its charter)

     

    Delaware   001-40793   87-1309280

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    55 Claverick St., Room 325

    Providence, RI 02903

    (Address of principal executive offices)

    (Zip Code)

     

    Registrant’s telephone number, including area code: (401) 444-7375

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
       
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
       
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
       
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Common Stock, $0.0001 par value   OCEA   The Nasdaq Stock Market LLC
    Warrants, each warrant exercisable for one share of common stock at an exercise price of $11.50   OCEAW   The Nasdaq Stock Market LLC
    (Title of Each Class)   (Trading Symbol)   (Name of Each Exchange on Which Registered)

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §240.12b-2 of this chapter). Emerging growth company ☒

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

     

     

     

    Item 8.01 Other Information

     

    On March 26, 2025, in accordance with Section 7(g) of the Company’s promissory note to an institutional investor issued pursuant to the financing transaction executed on May 15, 2023, the Company has irrevocably and permanently lowered the Conversion Price (as defined in such note) from $1.50 to $0.01 per Share with respect to an aggregate Conversion Amount of $400,000 (the “Reduced Conversion Amount”). The Company may not redeem or prepay such Reduced Conversion Amount. Capitalized terms not otherwise defined herein, shall have the meaning ascribed thereto in such note.

     

     

     

     

    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: March 26, 2025

     

      OCEAN BIOMEDICAL, INC.
         
      By: /s/ Jolie Kahn
        Jolie Kahn
        Chief Financial Officer

     

     

     

     

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