Full Press Release Details
Healthcare Acquisition Corp (NASDAQ: AEHA) and Ocean Biomedical, Inc. Announce Execution of a Second up to $40 Million Backstop
Agreement, for a Total of up to $80 Million
PROVIDED BY Aesther Healthcare Acquisition Corp (NASDAQ: AEHA)
5, 2022, 07:45 am ET
YORK and PROVIDENCE, R.I., Oct. 5, 2022 - Aesther Healthcare Acquisition Corp (NASDAQ: AEHA) ("Aesther"), a special
purpose acquisition company ("SPAC") and Ocean Biomedical, Inc. ("Ocean"), a next-generation biopharma company
announced today that Aesther has entered into two separate Backstop Agreements for a total of up to $80 million, with the addition
of up to $40 million from Meteora Special Opportunity Fund I, LP, Meteora Select Trading Opportunities Master, LP, and
Meteora Capital Partners, LP (collectively, "Meteora") in connection with its proposed business combination (the "Business
Combination" or the "Transaction") with Ocean. Previously, Aesther had executed and announced an up to $40 million
Backstop Agreement with Vellar Opportunity Fund SPV LLC-Series 3.
the closing of the Business Combination, Ocean will be a wholly owned subsidiary of Aesther, 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,"
combined company will work to accelerate the development of Ocean's core assets in oncology, fibrosis, and infectious diseases,
all based on new target discoveries enabling first-in-class drug and vaccine candidates and developed through past and ongoing grants
totaling $123.9 million.
Ajjarapu, Chairman and CEO of Aesther, commented, "We are pleased to announce the execution of an up to $40 million Backstop
Agreement with Meteora."
cell lung cancer is the leading cause of cancer death and second most diagnosed cancer in the United States. Glioblastoma multiforme
is a lethal type of brain tumor that affects approximately 28,000 people in the US, with a median survival time of about 15 months. The
execution of up to $80 million in Backstop Agreements 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.
more details, please refer to the Company's Current Report on Form 8-K filed with the Securities Exchange Commission on October
5, 2022, available at https://www.sec.gov/.
Aesther Healthcare Acquisitions 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, and ultimately 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 merger agreement ("Merger Agreement") between Aesther and Ocean Biomedical and
the proposed merger contemplated thereby (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 are described in Aesther's Annual Report on Form 10-K for the year ended December 31, 2021, and 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 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.
Information and Where to Find It
connection with the Merger Agreement and the proposed Transaction, Aesther has filed with the U.S. Securities and Exchange Commission
(the "SEC") a preliminary 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 the