Blog: AESTHER HEALTHCARE ACQUISITION CORP. : Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01 Regulation FD Disclosure.

As previously disclosed, on August 30, 2022, Aesther Healthcare Acquisition
Corp., a Delaware corporation (“Aesther”), entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with AHAC Merger Sub Inc., a Delaware
corporation and a newly formed wholly-owned subsidiary of Aesther, Aesther
Healthcare Sponsor, LLC, a Delaware limited liability company, Aesther’s sponsor
in its capacity as purchaser representative, Ocean Biomedical, Inc., a Delaware
corporation (“Ocean Biomedical”), and Dr. Chirinjeev Kathuria, in his capacity
as seller representative.

Related to the Merger Agreement, on September 8, 2022, Aesther issued a press
release announcing its entry into a common stock purchase agreement (the “Common
Stock Purchase Agreement”) and a related registration rights agreement (the
“White Lion RRA”) with White Lion Capital, LLC, a Nevada limited liability
company (“White Lion”). Pursuant to the Common Stock Purchase Agreement, Aesther
has the right, but not the obligation to require White Lion to purchase, from
time to time, up to $75,000,000 in aggregate gross purchase price of newly
issued shares of Aesther’s Class A common stock, par value $0.0001 per share or,
following the Closing of the Merger, newly issued shares of the Aesther’s common
stock, par value $0.0001 per share, subject to certain limitations and
conditions set forth in the Common Stock Purchase Agreement.


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 Current Report on Form 8-K 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.

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 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. 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 of
Ocean Biomedical or 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
intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a
proxy statement on Schedule 14A relating to the proposed transaction. This
communication is not intended to be, and is not, a substitute for the 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 http://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, 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 proxy statement.



No Offer or Solicitation


This Current Report on Form 8-K 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. The following exhibits are filed with this Form 8-K:




Exhibit
  No.     Description of Exhibits
99.1        Press Release Dated September 8, 2022
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document).

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