false 0001869974 0001869974 2024-01-30 2024-01-30 0001869974 us-gaap:CommonStockMember 2024-01-30 2024-01-30 0001869974 OCEA:WarrantsMember 2024-01-30 2024-01-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): January 30, 2024

 

OCEAN BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40793   87-1309280

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

55 Claverick St., Room 325

Providence, RI 02903

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (401) 444-7375

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Common Stock, $0.0001 par value   OCEA   The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of common stock at an exercise price of $11.50   OCEAW   The Nasdaq Stock Market LLC
(Title of Each Class)   (Trading Symbol)   (Name of Each Exchange on Which Registered)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 
 

 

Item 5.02 Resignation of an Officer; Appointment of an Officer.

 

On March 1, 2024, the appointment of Jolie Kahn, as Chief Financial Officer of Ocean Biomedical, Inc. (the “Company”) was confirmed. Ms. Kahn replaces Gurinder Kalra who resigned effective January 30, 2024 to pursue other interests.

 

Jolie Kahn has an extensive background in corporate finance and corporate and securities law. She has been the proprietor of Jolie Kahn, Esq. since 2002. Ms. Kahn has also acted in various corporate finance roles, including extensive involvement of preparation of period filings and financial statements and playing an integral part in public company audits and served, on a part time basis, as the Chief Financial Officer, of GlucoTrack, Inc. from September 2019 to September 2023 and interim CFO of ToughBuilt Industries, Inc., on a part time basis, from July 2019 to July 2020. She also works with companies and hedge funds in complex transactions involving the structuring and negotiation of multi-million-dollar debt and equity financings, mergers, and acquisitions. Ms. Kahn has practiced law in the areas of corporate finance, mergers & acquisitions, reverse mergers, and general corporate, banking, and real estate matters. She represents both public and private companies, hedge funds, and other institutional investors in their role as investors in public companies. Ms. Kahn holds a BA from Cornell University and a J.D. magna cum laude from the Benjamin N. Cardozo School of Law.

 

Ms. Kahn is being compensated $22,500 per month for her services as both CFO and counsel to the Company.

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: March 4, 2024

 

  OCEAN BIOMEDICAL, INC.
     
  By: /s/ Jolie Kahn
    Jolie Kahn
    Chief Financial Officer

 

 

 

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Cover
Jan. 30, 2024
Document Type 8-K
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Document Period End Date Jan. 30, 2024
Entity File Number 001-40793
Entity Registrant Name OCEAN BIOMEDICAL, INC.
Entity Central Index Key 0001869974
Entity Tax Identification Number 87-1309280
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 55 Claverick St.
Entity Address, Address Line Two Room 325
Entity Address, City or Town Providence
Entity Address, State or Province RI
Entity Address, Postal Zip Code 02903
City Area Code (401)
Local Phone Number 444-7375
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Common Stock [Member]  
Title of 12(b) Security Common Stock, $0.0001 par value
Trading Symbol OCEA
Security Exchange Name NASDAQ
Warrants [Member]  
Title of 12(b) Security Warrants, each warrant exercisable for one share of common stock at an exercise price of $11.50
Trading Symbol OCEAW
Security Exchange Name NASDAQ
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