Full Press Release Details
Healthcare Acquisition Corp (NASDAQ: AEHA) Announces Filing of
Preliminary Proxy Statement with SEC in Connection with its Proposed
Combination with Ocean Biomedical, Inc.
PROVIDED BY Aesther Healthcare Acquisition Corp (NASDAQ: AEHA)
19, 2022, 07:45 am ET
YORK and PROVIDENCE, R.I., Sept. 19, 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 AHEA has filed with the U.S. Securities and Exchange Commission ("SEC") a preliminary proxy statement ("Preliminary
Proxy Statement") in connection with its proposed business combination (the "Business Combination" or the "Transaction")
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. The Preliminary Proxy Statement contains information about the proposed Business Combination,
including a business overview, terms of the Transaction, pro-forma financial information and risk factors related to the Transaction.
closing of 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,"
Transaction is anticipated to provide Ocean with approximately $105 million of cash proceeds to its balance sheet, assuming no redemptions
by AEHA's public shareholders. The Transaction includes up to $40 million committed backstop by Vellar Opportunity Fund SPV LLC
- Series 3. Aesther has also entered into a Common Stock Purchase Agreement (the "Purchase Agreement") with White Lion Capital
LLC, a Nevada limited liability company ("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, on terms as specified in the Purchase Agreement. The combined company intends to use the net proceeds from the Transaction
for the development, working capital, and supporting the operations of Ocean's assets in oncology, fibrosis, and infectious disease.
Ajjarapu, Chairman and CEO of Aesther, commented, "We are excited to announce the filing of the Preliminary Proxy Statement with
the SEC, which marks an important step towards completing our Business Combination with Ocean, and anticipate completing the Transaction
before year-end. The combination will lead to long term shareholder value growth and appreciation, as we continually focus on identifying
and accelerating promising discoveries."
Biomedical's co-founder and 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, which
have the potential to save tens of thousands of lives, including people suffering from Glioblastoma Multiforme, one of the most devastating
forms of cancer, and patients battling Non-Small Cell Lung Cancer (NSCLC), one of the leading causes of cancer deaths. We are also excited
to extend our unique model to other research and discovery partners."
co-founder Dr. Jack A. Elias, the Dean Emeritus of Medicine and Biological Sciences and Professor of Translational Science, Medicine
and Molecular Microbiology and Immunology at Brown University's Warren Alpert Medical School commented, "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." Dr. Elias also notes that, "based on these findings my team believes we have developed
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."
proposed Transaction was unanimously approved by the boards of directors of all parties and 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.
link to the Preliminary 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.
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