Item 1.01. Entry into a Material Definitive Agreement.





Agreement and Plan of Merger

On June 21, 2022, Ocean Bio-Chem, Inc., a Florida corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with OneWater Marine Inc., a Delaware corporation ("Parent"), and OBCMS, Inc., a Florida corporation, and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged with and into the Company (the "Merger") with the Company continuing as the surviving corporation (the "Surviving Corporation") and wholly owned subsidiary of Parent following the effectiveness of the Merger.

At the effective time of the Merger (the "Effective Time"):

1. each share of the Company's common stock, $0.01 par value per share (the


    "Company Common Stock") that is owned by the Company (as treasury stock or
    otherwise) or any of its direct or indirect wholly owned subsidiaries as of
    immediately prior to the Effective Time ("Cancelled Shares") will
    automatically be cancelled and retired and will cease to exist, and no
    consideration will be delivered in exchange;

2. each share of Company Common Stock issued and outstanding immediately prior to


    the Effective Time (other than Cancelled Shares and Dissenting Shares as
    defined by the Merger Agreement) will be converted into the right to receive
    $13.08 in cash, without interest (the "Merger Consideration");

3. all shares of Company Common Stock will no longer be outstanding and all


    shares of Company Common Stock will be cancelled and retired and will cease to
    exist, and, subject to Section 2.03 of the merger agreement, each holder of:
    (i) a certificate formerly representing any shares of Company Common Stock; or
    (ii) any book-entry shares which immediately prior to the Effective Time
    represented shares of Company Common Stock will, subject to applicable Law in
    the case of Dissenting Shares, cease to have any rights with respect thereto,
    except the right to receive the Merger Consideration in accordance with
    Section 2.02 of the Merger Agreement; and

4. each share of common stock, par value $0.01 per share, of Merger Sub issued


    and outstanding immediately prior to the Effective Time shall be converted
    into and become one newly issued, fully paid, and non-assessable share of
    common stock, par value $0.01 per share, of the Surviving Corporation with the
    same rights, powers, and privileges as the shares so converted and shall
    constitute the only outstanding shares of capital stock of the Surviving
    Corporation. From and after the Effective Time, all certificates representing
    shares of Merger Sub common stock shall be deemed for all purposes to
    represent the number of shares of common stock of the Surviving Corporation
    into which they were converted in accordance with the immediately preceding
    sentence.

Entry into the Merger Agreement has been unanimously approved by the board of directors of the Company, based in part on the recommendation of a special committee of the board of directors composed entirely of directors who are not parties to the Merger directly or indirectly, other than as a result of being a shareholder of the Company, and who have no direct or indirect material financial interest or other material interest in the Merger.

Following execution of the Merger Agreement on June 21, 2022, holders of a majority of the issued and outstanding shares of Company Common Stock (the "Consenting Shareholders") duly executed and delivered to the Company a written consent (the "Written Consent"), approving and adopting the Merger Agreement and the transactions contemplated thereby, including the Merger. No further approval of the Company's shareholders is required to adopt the Merger Agreement or will be sought. As a result of receipt of the Written Consent, the Company is prohibited from engaging in any further discussions or solicitations regarding an alternative potential acquisition of the Company.





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The consummation of the Merger is subject to customary closing conditions, including (i) receiving the approval of holders of a majority of the voting power of the outstanding Company Common Stock, which approval was effected after execution of the Merger Agreement through the Written Consent, (ii) the absence of legal restraints preventing the consummation of the Merger, (iii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) the payoff of certain indebtedness of the Company and (v) the closing or satisfaction or waiver of the closing conditions of transactions in which (A) Peter G. Dornau, the Chairman of the Board, President and Chief Executive Officer of the Company, and Mr. Dornau's wife, will, pursuant to an equity purchase agreement entered into in connection with the Merger Agreement, sell to an affiliate of Parent and Merger Sub all of the issued and outstanding shares of common stock of Star Brite Europe, Inc. for an aggregate purchase price of $7,000,000, subject to certain adjustments and (B) an entity of which Mr. Dornau is the sole managing member will, pursuant to a real estate sales contract entered into in connection with the Merger Agreement, sell to an affiliate of Parent and Merger Sub certain real property, consisting of the Company's executive offices and warehouse facilities in Fort Lauderdale, Florida, for a purchase price of $3,600,000, subject to certain adjustments.

The Merger Agreement includes customary representations, warranties and covenants of the Company, Parent and Merger Sub. Among other things, the Company . . .

Item 5.07. Submission of Matters to a Vote of Security Holders.

Following execution of the Merger Agreement on June 21, 2022, the Consenting Shareholders duly executed and delivered to the Company the Written Consent, approving and adopting the Merger Agreement and the transactions contemplated thereby, including the Merger. No further approval of the Company's shareholders is required to adopt the Merger Agreement or will be sought. As a result of receipt of the Written Consent, the Company is prohibited from engaging in any further discussions or solicitations regarding an alternative potential acquisition of the Company.

Pursuant to rules adopted by the Securities and Exchange Commission under the Exchange Act, the Company will prepare and file with the SEC, and thereafter mail to its stockholders, a Schedule 14C Information Statement.

Item 7.01. Regulation FD Disclosure.

On June 22, 2022, Parent and the Company issued a joint press release announcing the execution of the Merger Agreement. A copy of that press release is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.




Item 8.01. Other Events.



Financing Commitments

Parent and Truist Bank ("Truist") have entered into a debt commitment letter, dated June 21, 2022 (the "Debt Commitment Letter"), pursuant to which Truist committed to provide Parent with debt financing in an aggregate principal amount of $125 million (the "Debt Financing"), subject to a number of conditions, including the receipt of executed loan documentation, satisfaction of the conditions to, and consummation of, the Merger and other customary closing conditions for financings of this type.





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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits:



Exhibit No.                                 Description
    2.1         Agreement and Plan of Merger, dated as of June 21, 2022, by and among
              Ocean Bio-Chem, Inc., OneWater Marine Inc. and OBCMS, Inc.+
   99.1         Press Release issued by Ocean Bio-Chem, Inc. on June 22, 2022.
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

+ Certain schedules and exhibits to this agreement have been omitted in

accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted

schedule and/or exhibit will be furnished to the Securities and Exchange


   Commission on request.




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