Full Press Release Details
Healthcare Acquisition Corp. Has Entered Into an Agreement and Plan of Merger with Ocean Biomedical, Inc., a Next-Generation Biopharma
Company, to List on NASDAQ
| Ocean Biomedical's innovative business model bridges the bench-to-bedside' gap by accelerating the commercialization of innovative assets from research universities and medical centers. | ||
| Ocean Biomedical's initial core portfolios in oncology, fibrosis, and infectious diseases - all based on new target discoveries enabling first-in-class drug and vaccine candidates - have been developed through grants totaling $123.9 million. | ||
| Key members of Ocean Biomedical's experienced management team have demonstrated strategic, scientific, and commercial expertise in the biopharma industry. | ||
| The combined company is designed to have a diversified pipeline with multiple shots-on-goal' across varying indications and therapeutic areas, built from relationships with leading research institutions. | ||
| The combined company plans to leverage its core portfolios into adjacent diseases with similar biological pathways, identify additional innovative research discoveries, and expand work with scientists and their institutions to efficiently bring new discoveries to market. | ||
| Pro forma enterprise value of the combined company is expected to be approximately $345 million, assuming no redemptions of current Aesther public stockholders, with the proposed business combination expected to be completed in Q4 2022. | ||
| Aesther signed a Confirmation Agreement for an up to $40 million committed backstop by Vellar Opportunity Fund SPV LLC - Series 3. | ||
| The combined company will be renamed "Ocean Biomedical, Inc." and its common stock and warrants are expected to be listed on Nasdaq, under the symbols "OCEA" and "OCEAW," respectively, upon closing of the transaction. |
31, 2022 07:45 AM Eastern Standard Time
York, NY- Aesther Healthcare Acquisition Corp (NASDAQ: AEHA) ("Aesther"), a special purpose acquisition company
(SPAC) formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, or similar business combination
with one or more businesses, today announced that it has entered into an Agreement and Plan of Merger with Ocean Biomedical, Inc. ("Ocean
Biomedical"), a next-generation biopharma company, (the "Merger Agreement"). The combined company will work to accelerate
the development of Ocean Biomedical's core assets in oncology, fibrosis, and infectious diseases, all based on new target discoveries
enabling first-in-class drug and vaccine candidates - developed through past and ongoing grants totaling $123.9 million.
closing of the merger transaction (the "Transaction"), Ocean Biomedical will be a wholly owned subsidiary of Aesther and
Aesther will change its name to Ocean Biomedical, Inc. and its common stock and warrants are expected to be listed on Nasdaq, under the
symbols "OCEA" and "OCEAW," respectively.
Biomedical was co-founded by Dr. Chirinjeev Kathuria MD, an investor, physician, and entrepreneur who is a graduate of Brown University's
Alpert School of Medicine, and Stanford University's Graduate School of Business.
Jack A. Elias MD and Dr. Jake Kurtis MD/PhD are the scientific co-founders of Ocean Biomedical. Dr. Elias is an internationally renowned
lung specialist who has made seminal discoveries in lung cancer, pulmonary fibrosis, asthma and COPD. He has served as Chief of Pulmonary
and Critical Care Medicine and Chairman of the Department of Internal Medicine at Yale School of Medicine and Yale New Haven Hospital.
He subsequently served as Dean of Biology and Medicine at the Warren Alpert Medical School of Brown University and Senior Vice President
for Health Affairs at Brown University between 2017 and 2022 and is presently the Warren Alpert Professor of Translational Sciences in
Internal Medicine and Molecular Microbiology and Immunology at Brown University. Dr. Kurtis is a groundbreaking global health and infectious
disease expert who serves as the Chair of Pathology and Laboratory Medicine at Brown, and Executive Director of Brown's MD-PhD
Biomedical's Chief Executive Officer is Elizabeth Ng, a graduate of the Massachusetts Institute of Technology, and Stanford University's
Graduate School of Business. She has held strategy/portfolio management leadership roles at Gilead Sciences, Merck and Co, and BioMarin
its core scientists and CEO, Ocean Biomedical has gathered a world-class biopharma management team to guide discoveries through clinical
testing, and continue building its diverse portfolio into adjacent diseases with similar biological pathways.
Oncology. Ocean Biomedical is developing several cancer drugs based on discoveries of targets that regulate multiple cancer-inducing
pathways including a recently discovered master regulator of antitumor immune responses. They are being used to target non-small cell
lung cancer and glioblastoma multiforme, a devastating form of brain cancer.
Fibrosis. Ocean Biomedical has identified and is developing a small molecule which has demonstrated efficacy and favorable safety
signals in animal models. It is being used to target multiple fibrotic diseases, including Idiopathic Pulmonary Fibrosis (IPF),
and Hermansky-Pudlak Syndrome, a rare orphan disease' with no known treatment.
Infectious Diseases. Ocean Biomedical is accelerating development of a uniquely powerful malaria vaccine and several
malaria therapeutics that target newly discovered pathways.
Discovery Platform. Ocean Biomedical plans to deploy the proprietary discovery platform that led to its malaria breakthroughs
to target similarly intransigent disease challenges.
Targets for Global Unmet Needs
| Non-small cell lung cancer (NSCLC) is the leading cause of cancer death and second most diagnosed cancer in the US. NSCLC affects approximately 460,000 people in the U.S. and accounts for about 85% of new lung cancers. NSCLC continues to rank among the cancers with the lowest 5-year survival rates. Early diagnosis is essential, as 40%-50% of patients are diagnosed with Stage IV disease. Currently, NSCLC is primarily being treated by surgical resection with curative intent, although radiation and chemotherapy have also been employed. Drugs that target components of the antitumor immune response such as the PD-1/PD-L1/PD-L2 axis have improved therapeutic responses. However, only a minority of patients that get these drugs respond to them and the responses that are seen are often not durable. As a result, it is clear that new treatments are urgently needed. | |||
| Glioblastoma multiforme (GBM) is a lethal type of brain tumor that affects approximately 28,000 people in the U.S. The median survival time is about 15 months, and 5-year survival is just 8% for those aged 45-54 and 5% for those aged 55-64. About 25% of GBM patients are not actively treated due to rapid disease progression. Treatment usually involves surgery, followed by chemotherapy and radiation. No curative therapies exist for the disease and there have been multiple pipeline failures. It represents a massive unmet medical need. |
| Idiopathic Pulmonary Fibrosis (IPF) is a progressive disease that results in irreversible loss of lung function, with high morbidity and mortality rates. IPF prevalence in the US has been reported to range from 10 to 60 cases per 100,000 while in Europe it ranges from 1.3 to 32.5 cases per 100,000 people. Prevalence is much higher in patients over 50 and is also higher in males. There are two drugs approved for use in treating IPF, but they only slow decline in lung function. In addition, they have significant side-effects, and a high proportion of patients choose not to take the drug therapy. | |||
| Hermanksy-Pudlak Syndrome (HPS) is a rare, genetic disease. Symptoms are severe including highly penetrable pulmonary fibrosis, oculocutaneous albinism, and bleeding due to platelet dysfunction, and colitis. HPS-related pulmonary fibrosis occurs early in life (30's-40's) and patients have a 10-12 year mean survival rate. There are currently no approved therapeutics for HPS-related pulmonary fibrosis. Patients often resort to off-label use of IPF therapeutics which have not shown efficacy in HPS and which have severe side-effects. |
Ajjarapu, Chairman and CEO of Aesther, commented on the potential of the business combination saying, "The world is on the cusp
of a new era in biomedicine, and we are excited to be teaming up with a biopharma company that has both cutting-edge science and an innovative
business model. We think that combination will result in positive valuations and long term growth, as we continually focus on identifying
and accelerating promising discoveries."
Biomedical's Executive Chairman, Dr. Chirinjeev Kathuria commented, "Our executive team and our scientists are excited to
partner with Aesther Healthcare to advance our cancer, fibrosis, and malaria discoveries into their Phase 1 trials and beyond, and to
extend our unique model to other research and discovery partners."
Jack A. Elias, Ocean Biomedical's scientific co-founder, described the potential impact of his lab's discoveries saying,
"We believe we have discovered a master pathway that regulates multiple key cancer inducing moieties including critical immune
checkpoint inhibitors in the lung. In turn, interventions based on this master pathway control the ability of tumor cells to develop,
spread to the lung and grow once they're in the lung." He notes that "these are very novel observations that give us
a completely new vision for the processes that regulate anti-cancer immune responses in the lung via immune checkpoint inhibition."
Dr. Elias also notes that based on these findings his team believes they have developed "anti-CHI3L1 monoclonal antibodies and
bi-specific antibodies that are extremely exciting potential therapeutics. The combination with Aesther will allow us to further expand
our development activities in this area."
is one of the most significant killers of children on earth," said scientific co-founder Dr. Jonathan Kurtis. "We believe
our team's discovery of PfGARP is a major advance toward developing a vaccine for this devastating disease. Ocean Biomedical is
committed to developing and delivering this vaccine to people who need it, around the world and the combination with Aesther will help
accelerate those efforts."
Biomedical's CEO, Elizabeth Ng commented, "I have reviewed hundreds of interesting research programs/assets but the ones
that are part of our initial portfolio - in cancer, fibrotic diseases, and infectious disease - are some of the most scientifically compelling
and potentially life-impacting ones that I have ever seen. I am honored to be leading a company that can potentially improve the lives
of millions of patients worldwide."
Following the closing of the proposed Transaction, Dr. Chirinjeev Kathuria
will serve as the Chairman of the Board of Directors. The Board will consist of nine members, including Dr. Kathuria, Suren Ajjarapu,
Chairman and CEO of Aesther and Michael Peterson, a current member of the Aesther Board of Directors.
executive team will be led by Elizabeth Ng (Chief Executive Officer) and will include Dr. Jack A. Elias (Co-founder and Chair of Scientific
Advisory Board), Dr. Jake Kurtis (Co-founder, Scientific Advisory Board), Gurinder Kalra (Chief Financial Officer), Dr. Inderjote Kathuria
(Chief Strategy Officer), Daniel Behr (EVP of Academic Partnerships), and Robert Sweeney (Chief Accounting Officer). Executive team bios
are available at www.oceanbiomedical.com.
The proposed Transaction was unanimously approved by the boards of
directors of all parties, at an expected combined pro forma enterprise value of approximately $345 million, assuming no redemptions of
current Aesther public stockholders. In connection with the proposed Transaction, Aesther signed a Confirmation Agreement for an up to
$40 million committed backstop by Vellar Opportunity Fund SPV LLC - Series 3. Additionally, the proposed Transaction includes a contingent
earnout payable to the Ocean Biomedical stockholders and the sponsor. The proposed Transaction is expected to be completed in Q4 2022,
subject to, among other things, the approval by Aesther stockholders, governmental, regulatory and third party approvals, satisfaction
of minimum closing net tangible asset and cash requirements and the satisfaction or waiver of other customary closing conditions.
EF Hutton, division of Benchmark Investments, LLC, serves as capital
markets advisor to Aesther Healthcare Acquisition Corp. Nelson Mullins Riley & Scarborough LLP serves as legal counsel to Aesther
Healthcare Acquisition Corp. and Malone Bailey, LLP serves as auditors to Aesther Healthcare Acquisition Corp. Dykema Gossett PLLC serves
as legal counsel to Ocean Biomedical, Inc. and Deloitte & Touche LLP serves as auditors to Ocean Biomedical, Inc.
is a special purpose acquisition company (SPAC) formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses. Its principals possess public and private
market investing experience and operational knowledge to bring value added benefits to Ocean Biomedical. The Aesther team has substantial
experience investing in and operating businesses in multiple sectors, as well as a significant long-term track record in creatively structuring
transactions to unlock and maximize value.
learn more, visit www.aestherhealthcarespac.com.
Biomedical, Inc. is a Providence, Rhode Island-based biopharma company with an innovative business model that accelerates the development
and commercialization of scientifically compelling assets from research universities and medical centers. Ocean Biomedical deploys the
funding and expertise to move new therapeutic candidates efficiently from the laboratory to the clinic, to the world. Ocean Biomedical
is currently developing five promising discoveries that have the potential to achieve life-changing outcomes in lung cancer, brain cancer,
pulmonary fibrosis, and the prevention and treatment of malaria. The Ocean Biomedical team is working on solving some of the world's
toughest problems, for the people who need it most.
learn more, visit www.oceanbiomedical.com
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