Item 7.01 Regulation FD Disclosure.
As announced in a press release and related Current Report on Form 8-K dated
August 31, 2022, Aesther Healthcare Acquisition Corp., a Delaware corporation
(“Aesther”), entered into an Agreement and Plan of Merger by and among Aesther,
Aesther Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary
of Aesther (“Merger Sub”), Aesther Healthcare Sponsor, LLC, Aesther’s sponsor
(the “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 (as may be amended and/or restated from
time to time, the “Merger Agreement”), pursuant to which, among other things,
the parties will effect the merger of Merger Sub with and into Ocean Biomedical,
with Ocean Biomedical continuing as the surviving entity (the “Merger”), as a
result of which all of the issued and outstanding capital stock of Ocean
Biomedical shall be exchanged for shares of Class A common stock, par value
$0.0001 per share, of Aesther (the “Share Exchange”), subject to the conditions
set forth in the Merger Agreement, with Ocean Biomedical surviving the Share
Exchange as a wholly-owned subsidiary of Aesther (the Share Exchange and the
other transactions contemplated by the Merger Agreement, together, the
“Transaction”).
On September 12, 2022, Aesther issued a press release announcing that its Board
of Directors has approved an extension of the period of time available to
Aesther to consummate a business combination from September 16, 2022 to December
16, 2022 (the “Extension”), a copy of which is attached hereto as Exhibit 99.1,
and incorporated by reference herein. The Extension is permitted under the
Company’s governing documents. In connection with the Extension, the Sponsor has
notified the Company that it intends to loan the Company $1,050,000 which the
Company will deposit into the Company’s trust account prior to September 16,
2022. The Company will announce the closing and deposit of the $1,050,000 into
the Company’s trust account the day after the applicable deadline of September
16, 2022. The Extension provides the Company with additional time to complete
its initial business combination (the “Business Combination”).
Exhibit 99.1 and the information set forth therein and herein shall not be
deemed to be filed for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise be subject to the
liabilities of that section, nor shall it be deemed to be incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act.
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 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 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.
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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 http://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.
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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 it becomes
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 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 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press release, dated September 12, 2022.
104 Cover Page Interactive Data File (embedded with the Inline XBRL)
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