8-K
Ocean Biomedical, Inc. (OCEA)
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): February 11, 2025
OCEAN
BIOMEDICAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40793 | 87-1309280 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
55Claverick 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> of Each Class) | (Trading<br> Symbol) | (Name<br> 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 3.02 Unregistered Sale of Securities
See Item 8.01 below.
Item 8.01 Other Information
As of February 11, 2025, Ocean Biomedical, Inc. (the “Company”) had 132,163,312 shares of its Common Stock issued and outstanding.
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: February 12, 2025
| OCEAN BIOMEDICAL, INC. | |
|---|---|
| By: | /s/ Jolie Kahn |
| Jolie<br> Kahn | |
| Chief<br> Financial Officer |