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 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 January 13, 2023, Aesther issued a press release announcing Aesther has filed
with the U.S. Securities and Exchange Commission (“SEC”) a definitive proxy
statement (“Definitive Proxy Statement”) in connection with the Transaction with
Ocean and with respect to the special meeting of Aesther’s stockholders
(“Special Meeting”) scheduled to be held on February 3, 2023. The Definitive
Proxy Statement contains information about the proposed Transaction, including a
business overview of each of Aesther and Ocean, certain terms of the
Transaction, pro-forma financial information with respect to each of Aesther and
Ocean, risk factors related to the Transaction, and additional information about
how to attend the Special Meeting. The Definitive Proxy Statement and related
materials will be mailed to the stockholders of Aesther on or about January 13,
2023. Aesther’s stockholders will have until February 1, 2023 (two (2) business
days before the Special Meeting) to have their shares of Class A Common Stock
redeemed for cash in connection with the matters to be voted on at the Special
Meeting, as described in the Definitive Proxy Statement. The anticipated closing
date of the Merger with Ocean Biomedical is February 7, 2023.

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 are contained in the Definitive 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
Aesther’s Quarterly Report on Form 10-Q for the quarter ended September 30,
2022, and which are described in the “Risk Factors” section of 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
has filed with the U.S. Securities and Exchange Commission (the “SEC”) a
Definitive Proxy Statement on Schedule 14A relating to the proposed transaction.
This communication is not intended to be, and is not, a substitute for the
Definitive 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 the Definitive
Proxy Statement and the amendments thereto, 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. 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 Definitive Proxy Statement 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 Definitive
Proxy Statement and other documents filed with the SEC that will be incorporated
by reference therein, without charge, 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, the Definitive Proxy Statement, and other
documents filed with the SEC.




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 January 13, 2023.

    104       Cover Page Interactive Data File (embedded with the Inline XBRL)




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