Full Press Release Details
Healthcare Acquisition Corp (NASDAQ: AEHA) and Ocean Biomedical, Inc. Announce $75 Million Common Stock Purchase Transaction with White
PROVIDED BY Aesther Healthcare Acquisition Corp (NASDAQ: AEHA)
8, 2022, 07:45 am ET
YORK and PROVIDENCE, R.I., Sept. 08, 2022 (GLOBE NEWSWIRE) - Aesther Healthcare Acquisition Corp (NASDAQ: AEHA) ("Aesther"
or the "Company"), a special purpose acquisition company (SPAC) has entered into an Agreement and Plan of Merger with Ocean
Biomedical, Inc. ("Ocean"), a next-generation biopharma company. 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.
today announced that it has entered into a Common Stock Purchase Agreement (the "Purchase Agreement") with White Lion Capital
LLC, a Nevada limited liability company (the "White Lion Capital"). The Purchase Agreement provides that White Lion Capital
is committed to purchase the Company's Common Stock with an aggregate gross purchase price of up to $75,000,000 from time to time
during the commitment period, which starts on the date of the filing of the initial registration statement covering the resale of securities
issued under the Purchase Agreement, and shall terminate on the twenty-fourth month anniversary of the filing of such initial registration
statement and terms as specified in the Purchase Agreement. The Company intends to use the net proceeds from this transaction for the
development, working capital, and supporting the operations of Ocean's assets in oncology, fibrosis, and infectious disease.
the Purchase Agreement, on any trading day selected by the Company, the Company has the right, but not the obligation, to present White
Lion Capital with a purchase notice, directing White Lion Capital (as principal) to purchase up to a certain amount shares of the Company's
Common Stock ("Purchase Notice") at a certain price as defined in the Purchase Agreement. The number of shares sold pursuant
to any such Purchase Notice may not exceed (i) $2,000,000, divided by the closing price of Common Stock on Nasdaq preceding the Purchase
Notice date and (ii) a number of shares of the Company's Common Stock equal to the five-day average daily trading volume multiplied
by sixty-seven percent (67%).
Lion Capital has no right to require any sales by the Company, but is obligated to make purchases from the Company as the Company directs
in accordance with the Purchase Agreement. For more details, please refer to the Company's Current Report on Form 8-K filed with
the Securities Exchange Commission on September 8, 2022, at https://www.sec.gov/.
Multiforme is the deadliest form of Brain Cancer, yet the standard of care has not changed for newly diagnosed GBM since 2005. The cost
and uncertainty of research for treatment is left for those with exceptional grit and vision, and we hope our capital alongside Ocean
Biomedical's leadership and clinical studies can end the suffering of those closest to us" said Yash Thukral, Founding Partner
of White Lion Capital LLC.
Ajjarapu, Chairman and CEO of Aesther, commented, "We are pleased to announce the closing of the purchase agreement with White
Lion Capital as it once again demonstrates the strong vote of confidence we are receiving from investors and generating lasting shareholder
cell lung cancer (NSCLC) is the leading cause of cancer death and second most diagnosed cancer in the US. Glioblastoma multiforme (GBM)
is a lethal type of brain tumor that affects approximately 28,000 people in the US, with a median survival time is about 15 months. The
closing of the up to $75 million purchase agreement with White Lion Capital will help advance our cancer, fibrosis, and malaria discoveries
into their Phase 1 trials, and has the potential to alleviate suffering and save thousands of lives" said Dr. Chirinjeev Kathuria,
co-founder and Executive Chairman.
Aesther Healthcare Acquisition Corp.
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.
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 merger agreement between Aesther and Ocean Biomedical (the "Transaction"),
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.
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 .
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