Full Press Release Details
Aesther Healthcare Acquisition Corp (NASDAQ: AEHA)
Announces Filing of Definitive Proxy Statement with SEC in Connection with its Proposed Business Combination with Ocean Biomedical, Inc.
NEWS PROVIDED BY Aesther Healthcare Acquisition Corp
January 13, 2023, [ ]
NEW YORK and PROVIDENCE, R.I., Jan. 13, 2023 -
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 AEHA has filed with the U.S. Securities and Exchange
Commission ("SEC") a definitive proxy statement ("Definitive Proxy Statement") in connection with its proposed
business combination (the "Business Combination" or 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 proposed Transaction was unanimously approved
by the boards of directors of all parties and is expected to be completed on February 7, 2023, 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. 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.
A link to the Definitive Proxy Statement, as well
as other information related to the Transaction can be found via AEHA's filings with the SEC at www.sec.gov.
About Aesther Healthcare Acquisitions Corp.
Aesther 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.
To learn more, visit www.aestherhealthcarespac.com.
About Ocean Biomedical
Ocean 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.
To learn more, visit www.oceanbiomedical.com
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.
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 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.
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