Aesther Healthcare Acquisition Corp (NASDAQ: AEHA) (“Aesther”), a
special purpose acquisition company (SPAC) and Ocean Biomedical,
Inc. (“Ocean”), a next-generation biopharma company announced today
that AHEA has filed with the U.S. Securities and Exchange
Commission ("SEC") a preliminary proxy statement (“Preliminary
Proxy Statement") in connection with its proposed business
combination (the “Business Combination” or the “Transaction”) with
Ocean.
The combined company will work to accelerate the
development of Ocean Biomedical’s core assets in oncology,
fibrosis, and infectious diseases, all based on new target
discoveries enabling first-in-class drug and vaccine candidates –
developed through past and ongoing grants totaling $123.9 million.
The Preliminary Proxy Statement contains information about the
proposed Business Combination, including a business overview, terms
of the Transaction, pro-forma financial information and risk
factors related to the Transaction.
Upon closing of the Transaction, Ocean
Biomedical will be a wholly owned subsidiary of Aesther, and
Aesther will change its name to Ocean Biomedical, Inc., and its
common stock and warrants are expected to be listed on Nasdaq,
under the symbols "OCEA" and "OCEAW," respectively.
The Transaction is anticipated to provide Ocean
with approximately $105 million of cash proceeds to its balance
sheet, assuming no redemptions by AEHA’s public shareholders. The
Transaction includes up to $40 million committed backstop by Vellar
Opportunity Fund SPV LLC - Series 3. Aesther has also entered into
a Common Stock Purchase Agreement (the "Purchase Agreement") with
White Lion Capital LLC, a Nevada limited liability company ("White
Lion Capital"). The Purchase Agreement provides that White Lion
Capital is committed to purchase the Company's Common Stock with an
aggregate gross purchase price of up to $75,000,000 from time to
time during the commitment period, which starts on the date of the
filing of the initial registration statement covering the resale of
securities issued under the Purchase Agreement, and shall terminate
on the twenty-fourth month anniversary of the filing of such
initial registration statement, on terms as specified in the
Purchase Agreement. The combined company intends to use the net
proceeds from the Transaction for the development, working capital,
and supporting the operations of Ocean’s assets in oncology,
fibrosis, and infectious disease.
Suren Ajjarapu, Chairman and CEO of Aesther,
commented, “We are excited to announce the filing of the
Preliminary Proxy Statement with the SEC, which marks an important
step towards completing our Business Combination with Ocean, and
anticipate completing the Transaction before year-end. The
combination will lead to long term shareholder value growth and
appreciation, as we continually focus on identifying and
accelerating promising discoveries.”
Ocean Biomedical’s co-founder and Executive
Chairman, Dr. Chirinjeev Kathuria commented, “Our executive team
and our scientists are excited to partner with Aesther Healthcare
to advance our cancer, fibrosis, and malaria discoveries into their
Phase 1 trials, which have the potential to save tens of thousands
of lives, including people suffering from Glioblastoma Multiforme,
one of the most devastating forms of cancer, and patients battling
Non-Small Cell Lung Cancer (NSCLC), one of the leading causes of
cancer deaths. We are also excited to extend our unique model to
other research and discovery partners.”
Scientific co-founder Dr. Jack A. Elias, the
Dean Emeritus of Medicine and Biological Sciences and Professor of
Translational Science, Medicine and Molecular Microbiology and
Immunology at Brown University’s Warren Alpert Medical School
commented, “We believe we have discovered a master pathway that
regulates multiple key cancer-inducing moieties, including critical
immune checkpoint inhibitors in the lung. In turn, interventions
based on this master pathway control the ability of tumor cells to
develop, spread to the lung, and grow once they’re in the lung.”
Dr. Elias also notes that, “based on these findings my team
believes we have developed monoclonal antibodies and bi-specific
antibodies that are extremely exciting potential therapeutics. The
combination with Aesther will allow us to further expand our
development activities in this area.”
The proposed Transaction was unanimously
approved by the boards of directors of all parties and is expected
to be completed in Q4 2022, subject to, among other things, the
approval by Aesther stockholders, governmental, regulatory and
third party approvals, satisfaction of minimum closing net tangible
asset and cash requirements, and the satisfaction or waiver of
other customary closing conditions.
A link to the Preliminary Proxy Statement, as
well as other information related to the Transaction can be found
via AEHA’s filings with the SEC at www.sec.gov.
About Aesther Healthcare Acquisitions Corp.
Aesther is a special purpose acquisition company
(SPAC) formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. Its
principals possess public and private market investing experience
and operational knowledge to bring value added benefits to Ocean
Biomedical. The Aesther team has substantial experience investing
in and operating businesses in multiple sectors, as well as a
significant long-term track record in creatively structuring
transactions to unlock and maximize value.
To learn more, visit
www.aestherhealthcarespac.com.
About Ocean Biomedical
Ocean Biomedical, Inc. is a Providence, Rhode
Island based biopharma company with an innovative business model
that accelerates the development and commercialization of
scientifically compelling assets from research universities and
medical centers. Ocean Biomedical deploys the funding and expertise
to move new therapeutic candidates efficiently from the laboratory
to the clinic, and ultimately to the world. Ocean Biomedical is
currently developing five promising discoveries that have the
potential to achieve life-changing outcomes in lung cancer, brain
cancer, pulmonary fibrosis, and the prevention and treatment of
malaria. The Ocean Biomedical team is working on solving some of
the world’s toughest problems, for the people who need it most.
To learn more, visit www.oceanbiomedical.com
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 merger agreement (“Merger Agreement”) between Aesther and Ocean
Biomedical and the proposed merger contemplated thereby (the
“Transaction”), 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.
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 SEC and that that will be
contained in the proxy statement relating to the proposed
Transaction.
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 December 31, 2021, and which
will be described in the “Risk Factors” section of the preliminary
proxy statement and the amendments thereto, the definitive proxy
statement, and other documents to be filed by Aesther from time to
time with the SEC and which are and will be available at
www.sec.gov. These filings identify and address other important
risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and while Ocean Biomedical and Aesther
may elect to update these forward-looking statements at some point
in the future, they assume no obligation to update or revise these
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable law.
Neither Ocean Biomedical nor Aesther gives any assurance that Ocean
Biomedical or Aesther, or the combined company, will achieve its
expectations. These forward-looking statements should not be relied
upon as representing Aesther’s or Ocean Biomedical’s assessments as
of any date subsequent to the date of this press release.
Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Additional Information and Where to Find It
In connection with the Merger Agreement and the
proposed Transaction, Aesther has filed with the U.S. Securities
and Exchange Commission (the “SEC”) a preliminary proxy statement
on Schedule 14A relating to the proposed Transaction. This
communication is not intended to be, and is not, a substitute for
the preliminary proxy statement or any other document that Aesther
has filed or may file with the SEC in connection with the proposed
Transaction. Aesther’s stockholders and other interested persons
are advised to read, when available, the preliminary proxy
statement and the amendments thereto, the definitive proxy
statement and documents incorporated by reference therein filed in
connection with the proposed Transaction, as these materials will
contain important information about Aesther, Ocean Biomedical, the
merger agreement, and the proposed Transaction. When available, the
definitive proxy statement and other relevant materials for the
proposed Transaction will be mailed to stockholders of Aesther as
of a record date to be established for voting on the proposed
Transaction. Before making any voting or investment decision,
investors and stockholders of Aesther are urged to carefully read
the entire proxy statement, when they become available, and any
other relevant documents filed with the SEC, as well as any
amendments or supplements to these documents, because they will
contain important information about the proposed Transaction.
Aesther investors and stockholders will also be able to obtain
copies of the preliminary proxy statement, the definitive proxy
statement, and other documents filed with the SEC that will be
incorporated by reference therein, without charge, once available,
at the SEC’s website at www.sec.gov, or by directing a request to:
Aesther Healthcare Acquisition Corp., 515 Madison Avenue, Suite
8078, New York, NY 10022, Attention: Mr. Suren Ajjarapu.
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 SEC, including, its most recent Annual
Report on Form 10-K, and when filed with the SEC, the preliminary
proxy statement and the amendments thereto, the definitive proxy
statement, and other documents filed with the SEC. Such information
with respect to Ocean Biomedical’s directors and executive officers
will also be included in the preliminary proxy statement and
definitive proxy statement.
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.
# # #
Investor ContactIR@aestherhealthcarespac.com
Ocean Biomedical Media RelationsKevin KertscherCommunications
Directorkkertscher@oceanbiomedical.com
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