Form NT 10-K - Notification of inability to timely file Form 10-K 405, 10-K, 10-KSB 405, 10-KSB, 10-KT, or 10-KT405
April 01 2024 - 4:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR
For
Period Ended: December 31, 2023 |
☐ |
Transition
Report on Form 10-K |
☐ |
Transition
Report on Form 20-F |
☐ |
Transition
Report on Form 11-K |
☐ |
Transition
Report on Form 10-Q |
☐ |
Transition
Report on Form N-SAR |
For
the Transition Period Ended: _______________ |
Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:__________________________________________________________________________
PART
I - REGISTRANT INFORMATION
Full
Name of Registrant: Ocean Biomedical, Inc.
Address
of Principal Executive Office (Street and Number): 55 Claverick St., Room 325
City,
State and Zip Code: Providence, RI 02903
PART
II - RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
|
(a)
|
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
|
|
|
☒ |
(b)
|
The
subject annual report, semi-annual report, transition report on Forms 10-K, 20-F, 11-K, Form N-SAR, or portion thereof, will be filed
on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
|
|
|
|
(c)
|
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III - NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 11-K, 20-F, 10-Q, N-SAR, or the transition report portion thereof, could not be
filed within the prescribed time period.
There
will be a delay in filing the Annual Report on Form 10-K of Ocean Biomedical, Inc. (the “Company”) for the period
ended December 31, 2023 (the “Annual Report”). For the reasons and circumstances set forth below, the Company has determined
that it is unable to file its Annual Report within the prescribed time period without unreasonable effort or expense.
On
November 9, 2023, the Company received information related to an interpretation of the Staff of the U.S. Securities and Exchange Commission
(the “SEC”) that Ocean Biomedical understands is applicable to SPAC-related companies that have entered into “forward
purchase agreements,” “pre-paid forward transactions,” and/or “backstop agreements” (collectively, “Forward
Purchase Agreements”). The interpretation relates to the accounting and reporting for certain Forward Purchase Agreements for which
the repurchase price has been partially prepaid; in particular, that the prepayment amount may not be reported as an asset.
On
November 10, 2023, the Audit Committee of the Company, after considering the recommendations of management, concluded that the Company’s
previously issued consolidated financial statements as of and for the quarters ended March 31, 2023 and June 30, 2023 (collectively,
the “Previous Financial Statements”), included in Ocean Biomedical’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2023, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, its Registration Statement on Form
S-1 (Registration No. 333-271392) effective June 22, 2023, and its Registration on Form S-1 (Registration No. 333-272859) effective July
7, 2023, should no longer be relied upon. Similarly, any other previously filed or furnished reports, related earnings releases, guidance,
investor presentations, or similar communications of the Company describing the Previous Financial Statements should no longer be relied
upon.
Due
to the impact of the timing of the Audit Committee’s determination, including the extensive and complex accounting and disclosure
requirements related to the Audit Committee’s determination, the Company requires additional time to prepare the financial statements
and the accompanying notes disclosed in the Annual Report. The Company is working diligently to complete the Annual Report as soon
as possible.
PART
IV - OTHER INFORMATION
(1)
|
Name
and telephone number of person to contact in regard to this notification: |
|
Elizabeth
Ng |
|
(401)
444-7375 |
|
(Name) |
|
(Area
Code) (Telephone number) |
(2)
|
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports)
been filed? If answer is no, identify report(s): ☒Yes ☐ No |
|
|
(3)
|
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion thereof: ☒ Yes ☐ No |
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
The
Company expects to report net losses for the year ended December 31, 2023 in excess of the net losses reported for the year ended ended
December 31, 2022. As the Company is in the process of completing work on the complex accounting requirements relating to the Audit Committee’s
determination, it is not able to provide a reasonable estimate of those results at this time.
Ocean
Biomedical, Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: |
April 1, 2024 |
|
By: |
/s/
Elizabeth Ng |
|
|
|
|
Elizabeth
Ng |
|
|
|
|
Chief
Executive Officer |
|
|
|
|
(Principal
Executive Officer) |
INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of
the registrant shall be filed with the form.
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