Full Press Release Details
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
following unaudited pro forma combined financial information presents the combination of the financial information of Aesther
Healthcare Acquisition Corp. ("Aesther" or "AHAC"), n/k/a Ocean Biomedical, Inc. and Ocean
Biomedical, Inc., n/k/a Ocean Biomedical Holdings, Inc. ("Ocean Biomedical" or "Legacy Ocean")
adjusted to give effect to the transactions that were entered into in completion of, or that are contemplated by that certain
Agreement and Plan of Merger dated August 31, 2022, as amended on December 5, 2022 (as amended, the "Business Combination
Agreement"), by and among AHAC, AHAC Merger Sub, Inc. ("Merger Sub"), Aesther Healthcare Sponsor, LLC,
in its capacity as purchaser representative, Ocean Biomedical, and Dr. Chirinjeev Kathuria, in his capacity as seller
representative. The unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulation
S-X as amended by the final rule, Release No. 33-10786 "Amendments to Financial Disclosures about Acquired and Disposed
is a blank check company formed under the laws of the State of Delaware on June 17, 2021 under the name Aesther Healthcare Acquisition
Biomedical is a biopharmaceutical company that seeks to bridge the "bench-to-bedside" gap between medical research discoveries
and patient solutions.
unaudited pro forma condensed combined balance sheet as of September 30, 2022 combines the historical balance sheet of AHAC as of September
30, 2022 with the historical balance sheet of Ocean Biomedical as of September 30, 2022 on a pro forma basis as if the Business Combination
and related transactions, summarized below, had been consummated on September 30, 2022.
and Ocean Biomedical have the same fiscal years ending December 31. The unaudited pro forma condensed combined statements of operations
for the nine months ended September 30, 2022 and for the year ended December 31, 2021 combine the historical statements of operations
of AHAC and Ocean Biomedical for such periods on a pro forma basis as if the Business Combination and related transactions, summarized
below, had been consummated on January 1, 2021, the beginning of the earliest period presented.
unaudited pro forma combined balance sheet as of September 30, 2022 and the unaudited pro forma combined statements of operations for
the nine months ended September 30, 2022 and for the year ended December 31, 2021 are presented as if the following occurred:
| the merger of Merger Sub, the wholly owned subsidiary of AHAC, with and into Ocean Biomedical, with Ocean Biomedical as the surviving company; | ||
| the redesignation of AHAC's 2,625,000 Founder Shares as common stock of the post-business combination company (" New Ocean Biomedical "); | ||
| the issuance of shares of New Ocean Biomedical common stock as follows: 23,355,432 shares to the stockholders of Ocean Biomedical; | ||
| the Company issued to Second Street Capital, LLC (" Second Street "), Legacy Ocean's lender, three (3) warrants (the " Converted Ocean Warrants ") for the number of shares of the Company's common stock equal to the economic value of the Legacy Ocean warrants previously issued to Second Street in exchange for the termination of the Legacy Ocean warrants. The Converted Ocean Warrants are exercisable for a total of 511,712 shares of the Company's common stock at an exercise price of $8.06 per share and 102,342 shares of the Company's common stock at an exercise price of $7.47 per share; | ||
| the execution of the Vellar Backstop Agreement, pursuant to which Vellar and other syndicate members purchased an aggregate 8,000,000 shares of AHAC Class A common stock through a broker in the open market, including from holders that previously elected to redeem their shares of AHAC Class A common stock; | ||
| Vellar and other syndicate members' purchase of an aggregate 1,200,000 shares of AHAC Class A common stock through a broker in the open market, including from holders that previously elected to redeem their shares of AHAC Class A common stock, with the proceeds from such purchase remitted back to Vellar and the syndicate members ; and | ||
| the Sponsor's receipt of 1,365,000 shares of New Ocean Biomedical common stock in consideration for the extension loans upon the completion of the Business Combination |
historical financial information of AHAC was derived from the unaudited financial statements of AHAC as of and for the nine months ended
September 30, 2022 and from the audited financial statements for the period from inception (June 17, 2021) through December 31,
2021. The historical financial information of Ocean Biomedical was derived from the unaudited consolidated financial statements of Ocean
Biomedical as of and for the nine months ended September 30, 2022; and from the audited consolidated financial statements for the year
ended December 31, 2021. This information should be read together with AHAC's and Ocean Biomedical's audited and unaudited
financial statements and related notes, the sections entitled "The Company's Management's Discussion and Analysis
of Financial Condition and Results of Operations" and "Ocean Biomedical's Management's Discussion and
Analysis of Financial Condition and Results of Operations" and other financial information included in Schedule 14A filed January
pro forma combined financial statements have been presented for informational purposes only and are not necessarily indicative of what
AHAC's and Ocean Biomedical's financial position or results of operations actually would have been had the transaction been
completed as of the date indicated. In addition, the pro forma data does not purport to project the future financial position or operating
results of New Ocean Biomedical. The actual financial position and results of operations may differ significantly from the pro forma
amounts reflected herein due to a variety of factors.
for the Business Combination
Business Combination is accounted for as a reverse recapitalization in accordance with Generally Accepted Accounting Principles ("GAAP").
Under this method of accounting, AHAC, who is the legal acquirer, is treated as the "acquired" company for financial
reporting purposes and Ocean Biomedical is treated as the accounting acquirer. Ocean Biomedical has been determined to be the accounting
acquirer based on evaluation of the following facts and circumstances:
| Ocean Biomedical's existing stockholders have 63.5% of the voting interest of New Ocean Biomedical; | |
| Ocean Biomedical's senior management comprises the senior management of New Ocean Biomedical; | |
| the directors nominated by Ocean Biomedical represents the majority of the board of directors of New Ocean Biomedical; | |
| Ocean Biomedical's operations comprises the ongoing operations of New Ocean Biomedical; and | |
| "Ocean Biomedical, Inc." is the name being used by New Ocean Biomedical. |
business combination is accounted for as the equivalent of a capital transaction in which Ocean Biomedical has issued stock for the net
assets of AHAC. The net assets of AHAC are stated at historical cost, with no goodwill or other intangible assets recorded. Operations
prior to the Business Combination are Ocean Biomedical.
of Pro Forma Presentation
unaudited pro forma condensed combined financial information reflects the Company stockholders' approval of the Business Combination
on February 3, 2023, the redemption of 10,389,093 shares of the Company's Class A Stock at approximately $10.33 per share
based on trust figures prior to the Closing on February 14, 2023, and the Closing of the Business Combination on February 14,
following summarizes the pro forma shares of Post-Combination Company Common Stock issued and the table below shows the issued and outstanding
| Share ownership in New Ocean Biomedical | ||||||||
| Stockholder | Shares | % | ||||||
| Legacy Ocean equity holders | 23,355,432 | 63.5 | % | |||||
| AHAC Public Stockholders | 210,907 | 0.6 | % | |||||
| AHAC Sponsor(s) | 2,625,000 | 7.1 | % | |||||
| Extension Shares | 1,365,000 | 3.7 | % | |||||
| Shares Consideration | 1,200,000 | 3.3 | % | |||||
| Syndicated Forward Purchase Agreement | 8,000,000 | 21.8 | % | |||||
| 36,756,339 | 100.0 | % |
PRO FORMA CONDENSED COMBINED BALANCE SHEET
OF SEPTEMBER 30, 2022
| (A) | (B) | |||||||||||||||||
| Ocean Biomedical Historical | AHAC Historical | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||||
| Assets | ||||||||||||||||||
| Current assets: | ||||||||||||||||||
| Cash and cash equivalents | $ | 116 | $ | 472 | $ | 4,146 | (1) | $ | 3,684 | |||||||||
| (1,050 | ) | (5) | ||||||||||||||||
| Deferred Acquisition Costs | 1,018 | - | (1,018 | ) | (2) | - | ||||||||||||
| Prepaid expenses and other assets | - | 128 | - | 128 | ||||||||||||||
| Total current assets | 1,134 | 600 | 2,078 | 3,812 | ||||||||||||||
| Forward purchase agreement | - | - | 51,127 | (1) | 51,127 | |||||||||||||
| Cash held in trust | - | 108,529 | (108,529 | ) | (1) | - | ||||||||||||
| Total assets | $ | 1,134 | $ | 109,129 | $ | (55,324 | ) | $ | 54,939 | |||||||||
| Liabilities and stockholders' equity | ||||||||||||||||||
| Current liabilities: | ||||||||||||||||||
| Accounts payable | $ | 9,999 | $ | 181 | $ | - | $ | 10,180 | ||||||||||
| Accrued expenses and other current liabilities | 182 | 860 | - | 1,042 | ||||||||||||||
| Short term loans | 789 | 1,050 | (1,050 | ) | (5) | 789 | ||||||||||||
| Total current liabilities | 10,970 | 2,091 | (1,050 | ) | 12,011 | |||||||||||||
| Deferred underwriting commissions | - | 3,150 | 3,150 | |||||||||||||||
| Total liabilities | 10,970 | 5,241 | (1,050 | ) | 15,161 | |||||||||||||
| Commitments and contingencies | ||||||||||||||||||
| AHAC Class A common stock subject to possible redemption | - | 108,529 | (108,529 | ) | (1) | - | ||||||||||||
| Stockholders' (deficit) equity | ||||||||||||||||||
| AHAC preferred stock | - | - | - | - | ||||||||||||||
| Legacy Ocean common stock | - | - | - | - | ||||||||||||||
| AHAC Class A common stock | - | - | 4 | (3) | 4 | |||||||||||||
| AHAC Class B common stock | 1 | (1 | ) | (3) | - | |||||||||||||
| Additional paid-in capital | 70,770 | (2,330 | ) | 99,182 | (1) | 166,914 | ||||||||||||
| (1,018 | ) | (2) | ||||||||||||||||
| (3 | ) | (3) | ||||||||||||||||
| (2,312 | ) | (4) | ||||||||||||||||
| 2,625 | (5) | |||||||||||||||||
| Retained earnings (accumulated deficit) | (80,606 | ) | (2,312 | ) | (43,909 | ) | (1) | (127,140 | ) | |||||||||
| 2,312 | (4) | |||||||||||||||||
| (2,625 | ) | (5) | ||||||||||||||||
| Total stockholders' (deficit) equity | (9,836 | ) | (4,641 | ) | 54,255 | 39,778 | ||||||||||||
| Total liabilities and stockholders' (deficit) equity | $ | 1,134 | $ | 109,129 | $ | (55,324 | ) | $ | 54,939 |
Obtained from the unaudited balance sheet of Ocean Biomedical as of September 30, 2022.
Obtained from the unaudited balance sheet of AHAC as of September 30, 2022.
PRO FORMA COMBINED STATEMENT OF OPERATIONS
THE YEAR ENDED DECEMBER 31, 2021
in thousands, except per share data)
| Ocean | ||||||||||||||||||
| Biomedical | AHAC | Transaction | ||||||||||||||||
| Historical | Historical | Accounting | Pro Forma | |||||||||||||||
| (A) | (B) | Adjustments | Note 2 | Combined | ||||||||||||||
| Revenue | $ | - | $ | - | $ | - | $ | - | ||||||||||
| Operating expenses: | ||||||||||||||||||
| Research and development | 33,933 | - | - | 33,933 | ||||||||||||||
| Selling, general and administrative | 28,412 | 567 | - | 28,979 | ||||||||||||||
| Total operating expenses | 62,345 | 567 | - | 62,912 | ||||||||||||||
| Income(Loss) from operations | (62,345 | ) | (567 | ) | - | (62,912 | ) | |||||||||||
| Other income (expense): | ||||||||||||||||||
| Other income (expense): | 1 | - | (43,909 | ) | (dd) | (43,908 | ) | |||||||||||
| Interest, net | - | 2 | (2 | ) | (aa) | - | ||||||||||||
| Loss on Extinguishment of Debt | - | - | (2,625 | ) | (cc) | (2,625 | ) | |||||||||||
| Total other income (expense) | 1 | 2 | (46,536 | ) | (46,533 | ) | ||||||||||||
| Income (loss) before income tax expense | (62,344 | ) | (565 | ) | (46,536 | ) | (109,445 | ) | ||||||||||
| Income tax expense | - | - | - | - | ||||||||||||||
| Net income (loss) | $ | (62,344 | ) | $ | (565 | ) | $ | (46,536 | ) | $ | (109,445 | ) | ||||||
| Basic and diluted weighted average shares outstanding, Class A Common Stock | 17,487,290 | 5,649,746 | 36,756,339 | (bb) | 36,756,339 | |||||||||||||
| Class A common stock - basic and diluted net loss per share | $ | (3.57 | ) | $ | (0.10 | ) | $ | (2.98 | ) | |||||||||
| Basic and diluted weighted average shares outstanding, Class B Common Stock | 2,451,777 | (2,451,777 | ) | (bb) | ||||||||||||||
| Class B common stock - basic and diluted net loss per share | $ | (0.23 | ) |
Obtained from the audited statement of operations of Ocean Biomedical ended December 31, 2021.
Obtained from the audited statement of operations of AHAC ended December 31, 2021.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
MONTHS ENDED SEPTEMBER 30, 2022
in thousands, except per share data)
| Ocean Biomedical | AHAC | Transaction | ||||||||||||||||
| Historical | Historical | Accounting | Proforma | |||||||||||||||
| (A) | (B) | Adjustments | Note 2 | Combined | ||||||||||||||
| Revenue | $ | - | $ | - | $ | - | $ | - | ||||||||||
| Operating expenses: | ||||||||||||||||||
| Research and development | 8,248 | - | 8,248 | |||||||||||||||
| Selling, general and administrative | 6,935 | 1,867 | - | 8,802 | ||||||||||||||
| Total operating expenses | 15,183 | 1,867 | - | 17,050 | ||||||||||||||
| Loss from operations | (15,183 | ) | (1,867 | ) | - | (17,050 | ) | |||||||||||
| Other income (expense): | ||||||||||||||||||
| Other income (expense): | (1,193 | ) | - | - | (1,193 | ) | ||||||||||||
| Interest, net | - | 499 | (499 | ) | (aa) | - | ||||||||||||
| Total other income (expense) | (1,193 | ) | 499 | (499 | ) | (1,193 | ) | |||||||||||
| Income (loss) before income tax expense | (16,376 | ) | (1,368 | ) | (499 | ) | (18,243 | ) | ||||||||||
| Income tax expense | - | - | - | - | ||||||||||||||
| Net income (loss) | $ | (16,376 | ) | $ | (1,368 | ) | $ | (499 | ) | $ | (18,243 | ) | ||||||
| Basic and diluted weighted average shares outstanding, Class A Common Stock | 17,496,370 | 10,600,000 | 36,756,339 | (bb) | 36,756,339 | |||||||||||||
| Class A common stock - basic and diluted net loss per share | (0.94 | ) | $ | (0.13 | ) | $ | (0.50 | ) | ||||||||||
| Basic and diluted weighted average shares outstanding, Class B Common Stock | 2,625,000 | (2,625,000 | ) | (bb) | - | |||||||||||||
| Class B common stock - basic and diluted net loss per share | $ | (0.52 | ) |
Obtained from the unaudited statement of operations for nine months ended of Ocean Biomedical as of September 30, 2022.
Obtained from the unaudited statement of operations for nine months ended of AHAC as of September 30, 2022.
TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Basis of Presentation
Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, AHAC, who
is the legal acquirer, and treated as the "acquired" company for financial reporting purposes and Ocean Biomedical is the
accounting acquirer. This determination was primarily based on the following facts and circumstances: (i) Ocean Biomedical's existing
stockholders have 63.5% of the voting interest of New Ocean Biomedical; (ii) Ocean Biomedical's senior management comprises
the senior management of New Ocean Biomedical; (iii) the directors nominated by Ocean Biomedical represent a majority of the board of
directors of New Ocean Biomedical; (iv) Ocean Biomedical's operations comprise the ongoing operations of New Ocean Biomedical;
and (v) "Ocean Biomedical, Inc." is the name being used by New Ocean Biomedical. Accordingly, for accounting purposes,
the Business Combination is the equivalent of a capital transaction in which Ocean Biomedical is issuing stock for the net assets of
AHAC. The net assets of AHAC are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to
the Business Combination are those of Ocean Biomedical. The unaudited pro forma condensed combined balance sheet as of September 30,
2022 assumes the Business Combination occurred on September 30, 2022. The unaudited pro forma condensed combined statements of operation
for the nine months ended September 30, 2022 and for the twelve months ended December 31, 2021 present the pro forma effect of the Business
Combination as if it had been completed on January 1, 2021, the beginning of the earliest period presented. These periods are presented
on the basis of Ocean Biomedical as the accounting acquirer.
unaudited pro forma condensed combined balance sheet as of September 30, 2022 has been prepared using, and should be read in conjunction
with, the following:
AHAC's unaudited balance sheet as of September 30, 2022 and the related notes for the nine months ended September 30, 2022;
Ocean Biomedical's unaudited balance sheet as of September 30, 2022 and the related notes for the period ended September 30, 2022;
unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2022 and for the twelve months
ended December 31, 2021 have been prepared using, and should be read in conjunction, with the following:
AHAC's audited statement of operations for the period since inception (June 17, 2021) through December 31, 2021, and unaudited
statement of operations for the nine months ended September 30, 2022, and the related notes; and
Ocean Biomedical's audited statement of operations for the period ended December 31, 2021, and unaudited statement of operations
for the nine months ended September 30, 2022 and the related notes.
has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed
combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially
from the information presented.
unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies,
tax savings or cost savings that may be associated with the Business Combination. The pro forma adjustments reflecting the consummation
of the Business Combination are based on certain available information as of the date of these unaudited pro forma combined financial