OCEA — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2025-05-15

• General and administrative expense for the three months ended March 31, 2025 increased by $0.4 million, as compared to the three months ended March 31, 2024. The $0.4 million increase was primarily driven by increases in the costs associated with our year-end audit and the filing of our Form 10-K, s…

• Other expense for the three months ended March 31, 2025 increased by $20.9 million, as compared to the three months ended March 31, 2024. The increase of $20.9 million was primarily driven by (i) a $18.1 million decrease in the changes in fair values of the Fixed Maturity Consideration and Backstop …

• Since our inception, we have incurred significant operating losses. We have not yet commercialized any products and we do not expect to generate revenue from sales of products for several years, if at all. We had no cash inflows from operating activities for the three months ended March 31, 2025. Fu…

• To date, we have funded our operations from the proceeds from the issuance of common stock and debt, proceeds from the Backstop Agreement and through self-funding by our founder and have limited current cash on hand to fund our operations. Based on our current operational plans and assumptions, we e…

• We borrowed $3.7 million in the second half of 2024 and $1.0 million in the first quarter of 2025 from additional tranches under the Ayrton Convertible Note Financing, the proceeds of which were used to fund working capital requirements. As of March 31, 2025, the principal of our remaining short-ter…

Text removed vs the prior filing · source: 10-Q · 2025-01-13

• On February 14, 2023, we consummated a business combination (the “Business Combination”) pursuant to that certain Agreement and Plan of Merger, dated August 31, 2022, as amended on December 5, 2022 by Amendment No. 1 (as amended, the “Business Combination Agreement”), by and among Ocean Biomedical, …

• Business Combination Agreement with Aesther Healthcare Acquisition Corp.

• On February 14, 2023, we consummated our previously announced Business Combination pursuant to the Business Combination Agreement, at which time AHAC Merger Sub Inc., a wholly-owned subsidiary of AHAC, merged with and into Legacy Ocean, with Legacy Ocean surviving the merger as a wholly-owned subsid…

• In connection with the Closing (or immediately prior to, where indicated), among other things:

• ● We became a SEC-registrant and our common stock and public warrants commenced trading on the Nasdaq Stock Market on February 15, 2023 under the symbols “OCEA” and “OCEAW,” respectively.

Text added vs the prior filing · source: 10-Q · 2025-05-15

• In connection with our preparation and the audits of our financial statements as of December 31, 2024, 2023, 2022, and 2021, we identified material weaknesses as defined under the Exchange Act, and by the Public Company Accounting Oversight Board (United States) in our internal control over financia…

• ·Management does not have adequate staffing in its accounting department and has not yet designed and implemented the appropriate processes and internal controls to support accurate and timely financial reporting.

• ·During the audit process for December 31, 2024, management identified a material weakness in the design of the Company’s internal controls related to our review of third-party valuation deliverables regarding our convertible debt and warrant liability.

• Management is working to implement remediation steps to improve our disclosure controls and procedures and our internal control over financial reporting, including hiring additional accounting personnel, such as Jolie Kahn as our Chief Financial Officer, and engaging consultants to assist management…

• There were no changes in our internal control over financial reporting during the three months ended March 31, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Text removed vs the prior filing · source: 10-Q · 2025-01-13

• In connection with our preparation and the audits of our financial statements as of December 31, 2023, 2022, and 2021, we identified material weaknesses as defined under the Exchange Act, and by the Public Company Accounting Oversight Board (United States) in our internal control over financial repo…

• For more information concerning the material weaknesses identified and remediation steps, see the section titled “Risk Factors – We identified a material weakness in Legacy Ocean’s internal control over financial reporting. If our remediation of these material weaknesses are not effective, or if we …

• There were no changes in our internal control over financial reporting during the three months ended September 30, 2024, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Text removed vs the prior filing · source: 10-Q · 2025-01-13

• Because of alternate conversion price notices from our principal noteholder, there may be significant dilution.

• Between March 4, 2024 and March 8, 2024, our principal noteholder sent Alternate Conversion Notices to the Company to convert the principal value and accrued and unpaid interest under its Note with the Company into shares of Company common stock pursuant to the Alternate Conversion Price mechanism i…