Financial Performance and Losses - Net loss for the three months ended June 30, 2024, was $17.234 million, compared to $11.431 million for the same period in 2023[390] - Net loss per common share for the three months ended June 30, 2024, was $0.63, compared to $0.43 for the same period in 2023[390] - The company's net loss for the six-month period ended June 30, 2024 was $17,234, contributing to an accumulated deficit of $200,290[59] - Net loss for the three months ended June 30, 2024, was $17.234 million, compared to $11.431 million in the same period in 2023[65] - Total operating expenses for the three months ended June 30, 2024, were $682 thousand, down from $2,832 thousand in the same period in 2023[65] Equity and Stock Issuances - The company issued 13,257 shares of common stock with a fair value of $83 thousand as consideration for a Marketing Services Agreement in Q2 2023[383] - The company had 34,868,628 shares of common stock outstanding as of June 30, 2024[5] - The company's weighted-average shares of common stock outstanding for the three months ended June 30, 2024, were 27,487,283[390] - The company issued warrants for 511,712 shares of common stock at an exercise price of $8.06 per share and 102,342 shares at $7.47 per share[226] - The company has 600,000 stock options outstanding as of June 30, 2024, with a weighted average exercise price of $10.00 and a remaining contractual life of 1.7 years[55] Licensing and Agreements - The company must raise at least $10.0 million in equity financing by May 1, 2024, to avoid termination of certain license agreements[391] - The company recorded annual license maintenance fees of $12,000 for the six-month periods ended June 30, 2024, and 2023[397] - As of June 30, 2024, the company had $0.1 million in accrued expenses related to license fees[397] - The company entered into an amendment with Virion in September 2024, agreeing to contribute $9.0 million in cash and/or shares to increase its ownership interest to 22%[412] Debt and Financing - The Company received a notice of default for $2.1 million, including $1.6 million in unpaid principal and $0.5 million in accrued interest[413] - The principal amount of the Existing Note is $9.7 million, including Event of Default Interest and Redemption Premium[418] - The Company's available cash must equal or exceed $3.0 million at each Additional Closing, and the ratio of outstanding principal to market capitalization must not exceed 35%[208] - The Company entered into a Securities Purchase Agreement for up to $27.0 million in Senior Secured Convertible Notes, with an initial note of $7.6 million[200] - The principal amount outstanding under the 2023 Convertible Note was $7.6 million as of June 30, 2024[201] - The Company is required to pay $0.5 million and $1.2 million towards outstanding loans upon the first and second Additional Closings, respectively[204] - The Company recognized $0.1 million and $0.2 million of interest expense on the McKra Loan for the three and six months ended June 30, 2024, respectively[205] - The Company borrowed $0.7 million under the March Second Street Loan with a 15% interest rate[190] - The Company is required to pay $0.5 million towards outstanding loans upon certain closings[195] - The company borrowed $1.0 million from McKra Investments III in March 2023, with a 15% annual interest rate and a $0.2 million loan fee[193] - The company recognized $0.1 million in interest expense on Second Street Loans for the three months ended June 30, 2024, compared to $0.3 million in the same period in 2023[192] Investments and Acquisitions - The Company acquired a 50% membership interest in Virion for an initial contribution of $4.1 million or 750,000 shares of common stock[40] - The Company increased the liability for the post-closing true-up to $3.2 million and recorded a $1.9 million expense for the change in fair value of the Virion Contribution Liability[40] - Virion incurred a net loss of $1.1 million for the three-month period and $5.6 million for the six-month period ended June 30, 2024, with the company recording its share of the loss as $0.6 million and $2.8 million respectively[41] - The company acquired all outstanding capital stock of Legacy Ocean for approximately $240.0 million in aggregate consideration before transaction and other fees[85] Revenue and Expenses - The company has not generated any revenue since its inception and does not expect to generate revenue from product sales in the foreseeable future[95] - Research and development expenses for the three and six months ended June 30, 2024 included costs for stock-based compensation, initial license fees, annual maintenance license fees, and services agreements[104] - The company incurred $0.1 million in reimbursed patent costs for the six months ended June 30, 2024, down from $0.2 million in the same period in 2023[229] - Stock-based compensation expense for the three-month and six-month periods ended June 30, 2024 was $0.2 million and $0.4 million respectively[54] Cash and Liquidity - The company had minimal cash or cash equivalents as of June 30, 2024 and December 31, 2023[100] - Net cash used in operating activities for the six-month period ended June 30, 2024 was $775, compared to $7,433 in the same period in 2023[71] - The company expects to use proceeds from the Backstop Agreement and future debt and equity financings to fund operations[87] Fair Value and Liabilities - The fair value of the Ayrton Note Purchase Option was recorded at $0.3 million initially but was determined to be zero as of December 31, 2023[209] - The Company recorded a liability of $0.5 million for the Ayrton Note Purchase Option, measured using the Black-Scholes Merton model[139] - Total financial liabilities measured at fair value were $68.4 million as of June 30, 2024[180] - The Backstop Put Option Liability had a fair value of $55.9 million as of June 30, 2024[184] - The company measures the fair value of the Backstop Put Option Liability on a recurring basis, with any fair value adjustment recorded within other income (expense)[120] - The company elected to account for the Notes at fair value under the fair value option, with changes in fair value reflected within other income (expense)[130] Legal and Compliance - The company received notices from Nasdaq regarding non-compliance with the timely filing requirement for continued listing[215] - The company filed the delinquent Form 10-K on November 25, 2024 and intends to file the delinquent 10-Qs as soon as practicable[216] - Vellar claims $6.7 million in Maturity Consideration due to alleged failure to register shares[158] Shareholder and Backstop Agreements - The company is obligated to pay the Backstop Parties an amount equal to the product of 8,000,000 shares less Terminated Shares multiplied by $2.50 upon the Maturity Date[112] - The Backstop Parties have purchased a fixed total of 4,885,466 shares of the company's common stock[113] - The Backstop Parties purchased 3,535,466 shares of AHAC's Class A common stock for $10.56 per share, totaling $37.3 million[154] - The Company issued 1,350,000 newly issued shares to Polar at a per share purchase price of approximately $10.56, totaling $14.3 million[154] - The Prepayment amount was $51.6 million, consisting of $37.3 million for the Recycled Shares and $14.3 million for the Polar Subscription shares[155] - Vellar agreed to purchase up to 8,000,000 shares of AHAC's Class A common stock for $80.0 million[161] - The Company has the right to sell up to $75.0 million in newly issued shares to White Lion[168] - The Company received net proceeds of $1.4 million after selling 143,261 Backstop Shares and paying related fees[157] - The Company may issue up to 19,000,000 Earnout Shares to Legacy Ocean Stockholders based on VWAP triggers[151] Other Financial Metrics - Total assets decreased from $5,501 in 2023 to $1,851 in 2024, with a significant reduction in the investment in Virion from $3,392 to $574[63] - Accounts payable and accrued expenses increased to $17,180 thousand as of June 30, 2024, up from $16,185 thousand at December 31, 2023[185] - The Company recognized a loss on extinguishment of debt of $13.6 million for the issuance of the Sponsor Extension Shares[172] - The Company issued 1,365,000 shares of Class A common stock to the Sponsor in consideration for obtaining extensions beyond the September 2022 deadline[148] - The Company issued Converted Ocean Warrants exercisable for 511,712 shares at $8.06 per share and 102,342 shares at $7.47 per share[149] - The Company converted $1.6 million of the Underwriter Promissory Note into 169,582 restricted shares[174] - The Company recorded $0.3 million in interest expense for the six months ended June 30, 2024[173] - The Company has not included future milestone payments in its condensed consolidated balance sheets[30] - AHAC issued approximately 23,355,432 shares of Class A common stock with an aggregate value of $233.6 million to Legacy Ocean's security holders[147] - The company is evaluating the effect of adopting ASU No. 2023-09, which enhances income tax disclosures, effective for fiscal years beginning after December 15, 2024[134] - The company has recorded a full valuation allowance to reduce its net deferred income tax assets to zero, with no provision for income taxes due to operating losses[106]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission File Number: 001-40793 OCEAN BIOMEDICAL, INC. (Exact Name of Registrant as Specified in its Charter) | --- | --- | |------------ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Delaware 87-1309280 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.0001 per share OCEA The NASDAQ Stock Market LLC Warrants, each exercisable for one share of common stock at an exercise price of $11.50 OCEAW The NASDAQ Stock Market LLC FORM 10-K (Mark One) ☒ ANNUAL REPORT PUR ...

Ocean Biomedical's Anti-CHI3L1 patent coverage includes multiple methods of use for targeting a broad range of Cancers that include Lung Cancer, Glioblastoma, Prostate Cancer, Melanoma, and Breast Cancer Providence, RI, Oct. 01, 2024 (GLOBE NEWSWIRE) -- Ocean Biomedical (NASDAQ:OCEA) announced today that Scientific Co-founder Dr. Jack A. Elias, MD, PhD, and colleagues have published new research in the Journal of Immunology that expands understanding of how CHI3L1 inhibits the body's natural immune response ...

Providence, RI, Aug. 27, 2024 (GLOBE NEWSWIRE) -- Ocean Biomedical (NASDAQ:OCEA) announced today that its Scientific Co-founder Dr. Jonathan Kurtis, MD, PhD, has been issued a key U.S. patent for his groundbreaking malaria therapeutic antibody discovery that targets PfGARP. Since publicizing news of his original research on PfGARP and its critical role in the malaria cycle in the Journal NATURE, Dr. Kurtis and his team have been working to deepen their understanding of how it naturally triggers the death of ...

Providence, RI, June 05, 2024 (GLOBE NEWSWIRE) -- Ocean Biomedical, Inc. (NASDAQ: OCEA), a biopharma company working to accelerate the development of compelling discoveries from top research scientists, today congratulates its JV partner Virion Therapeutics, LLC, a clinical-stage biotechnology company developing novel T cell-based immunotherapies, on its late breaker presentation highlighting the first-ever human immunogenicity data from its novel checkpoint modifier immunotherapy for HBV functional cure (V ...

Despite a preventative vaccine, cases of chronic hepatitis B (HBV) continue to rise, with an estimated 296 million persons infected worldwide and 820,000 deaths per year from HBV-related liver complications. This includes almost 100 million persons in China who are affected by this disease. Chronic HBV remains a global health issue with a high unmet medical need since there is no cure available. The current standard of care requires lifelong antiviral therapy to maintain control of the virus. Providence, RI ...

This patent is adding to Ocean Biomedical's global patent portfolio for discoveries with potential to impact major unmet medical needs in infectious disease, oncology, and fibrosis. Providence, RI, May 16, 2024 (GLOBE NEWSWIRE) -- Ocean Biomedical (NASDAQ:OCEA) announced today that Scientific Co-founder Dr. Jonathan Kurtis, MD, PhD, has been granted a new patent for his malaria therapeutic antibody discoveries, targeted to both prevent malaria infection and treat severe malaria. Kurtis' novel approach can c ...

Providence, RI, May 16, 2024 (GLOBE NEWSWIRE) -- Ocean Biomedical (NASDAQ:OCEA) announced today that Scientific Co-founder Dr. Jonathan Kurtis, MD, PhD, has been granted a new patent for his malaria therapeutic antibody discoveries, targeted to both prevent malaria infection and treat severe malaria. Kurtis' novel approach can cause parasite death at a key stage in the malarial cycle, triggering programmed cell death through apoptosis. This expands patent protection for Dr. Kurtis' novel discoveries at a ti ...

Management has evaluated subsequent events to determine if events or transactions occurring through the filing date of this Quarterly Report on Form 10-Q require adjustments to or disclosures in the Company's condensed consolidated financial statements. Aside from the items discussed below, the Company did not have any subsequent events that required recognition or disclosure in the condensed consolidated financial statements for the nine months ended September 30, 2023. On October 2, 2023, Poseidon loaned ...