Item 7.01 Regulation FD Disclosure.
As announced in a press release and related Current Report on Form 8-K dated
On
Exhibit 99.1 and the information set forth therein and herein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 8.01 Other Events.
The disclosure set forth above in Item 7.01 of this Current Report on Form 8-K is incorporated by reference herein.
Forward-Looking Statements
This press release contains certain statements that are not historical facts and are forward-looking statements within the meaning of the federal securities laws with respect to the proposed Transaction between Aesther and Ocean Biomedical, including without limitation statements regarding the anticipated benefits of the proposed Transaction, the anticipated timing of the proposed Transaction, the implied enterprise value, future financial condition and performance of Ocean Biomedical and the combined company after the closing and expected financial impacts of the proposed Transaction, the satisfaction of closing conditions to the proposed Transaction, the level of redemptions of Aesther's public stockholders and the products and markets and expected future performance and market opportunities of Ocean Biomedical. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "think," "strategy," "future," "opportunity," "potential," "plan," "seeks," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
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The announcement today is based solely on laboratory and animal studies. Ocean Biomedical has not conducted any studies that show similar efficacy or safety in humans. There can be no assurances that this treatment will prove safe or effective in humans, and that any clinical benefits of this treatment is subject to clinical trials and ultimate approval of its use in patients by the FDA. Such approval, if granted, could be years away.
These forward-looking statements are provided for illustrative purposes only and
are not intended to serve as, and must not be relied on as, a guarantee, an
assurance, a prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and will differ
from assumptions. Many factors could cause actual future events to differ
materially from the forward-looking statements in this communication, including
but not limited to: (i) the risk that the proposed Transaction may not be
completed in a timely manner or at all, which may adversely affect the price of
Aesther's securities; (ii) the risk that the proposed Transaction may not be
completed by Aesther's business combination deadline; (iii) the failure to
satisfy the conditions to the consummation of the proposed Transaction,
including the approval of the Merger Agreement by the stockholders of Aesther,
the satisfaction of the minimum net tangible assets and minimum cash at closing
requirements and the receipt of certain governmental, regulatory and third party
approvals; (iv) the occurrence of any event, change or other circumstance that
could give rise to the termination of the Merger Agreement; (v) the failure to
achieve the minimum amount of cash available following any redemptions by
Aesther's stockholders; (vi) redemptions exceeding anticipated levels or the
failure to meet The Nasdaq Global Market's initial listing standards in
connection with the consummation of the proposed Transaction; (vii) the effect
of the announcement or pendency of the proposed Transaction on Ocean
Biomedical's business relationships, operating results, and business generally;
(viii) risks that the proposed Transaction disrupts current plans and operations
of Ocean Biomedical; (ix) the outcome of any legal proceedings that may be
instituted against Ocean Biomedical or against Aesther related to the Merger
Agreement or the proposed Transaction ; (x) changes in the markets in which
Ocean Biomedical's competes, including with respect to its competitive
landscape, technology evolution, or regulatory changes; (xi) changes in domestic
and global general economic conditions; (xii) risk that Ocean Biomedical may not
be able to execute its growth strategies; (xiii) risks related to the ongoing
COVID-19 pandemic and response, including supply chain disruptions; (xiv) risk
that Ocean Biomedical may not be able to develop and maintain effective internal
controls; (xv) costs related to the proposed Transaction and the failure to
realize anticipated benefits of the proposed Transaction or to realize estimated
pro forma results and underlying assumptions, including with respect to
estimated stockholder redemptions; (xvi) the ability to recognize the
anticipated benefits of the proposed Transaction and to achieve its
commercialization and development plans, and identify and realize additional
opportunities, which may be affected by, among other things, competition, the
ability of Ocean Biomedical to grow and manage growth economically and hire and
retain key employees; (xvii) the risk that Ocean Biomedical may fail to keep
pace with rapid technological developments to provide new and innovative
products and services or make substantial investments in unsuccessful new
products and services; (xviii) the ability to develop, license or acquire new
therapeutics; (xix) the risk that Ocean Biomedical will need to raise additional
capital to execute its business plan, which may not be available on acceptable
terms or at all; (xx) the risk that Ocean Biomedical, post-combination,
experiences difficulties in managing its growth and expanding operations; (xxi)
the risk of product liability or regulatory lawsuits or proceedings relating to
Ocean Biomedical's business; (xxii) the risk of cyber security or foreign
exchange losses; (xxiii) the risk that Ocean Biomedical is unable to secure or
protect its intellectual property; and (xxiv) those factors discussed in
Aesther's filings with the
The foregoing list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties that are described
in Aesther's Annual Report on Form 10-K for the year ended
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Additional Information and Where to Find It
In connection with the Merger Agreement and the proposed transaction, Aesther
has filed with the
Participants in the Solicitation
Aesther, Ocean Biomedical and their respective directors, executive officers,
other members of management and employees may be deemed participants in the
solicitation of proxies from Aesther's stockholders with respect to the proposed
transaction. Investors and security holders may obtain more detailed information
regarding the names and interests in the proposed transaction of Aesther's
directors and officers in Aesther's filings with the
No Offer or Solicitation
This press release is not a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and will not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press release, datedJanuary 30, 2023 . 104 Cover Page Interactive Data File (embedded with the Inline XBRL) 4
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