Ocean Biomedical, Inc.

The Company is working with its auditor to complete the necessary review and sign off on its Form 10-Q. The Company expects to file its Quarterly Report with the U.S. Securities and Exchange Commission within 5 calendar days of the prescribed due date

There will be a delay in filing the Annual Report on Form 10-K of Ocean Biomedical, Inc. (the “Company”) for the period ended December 31, 2024 (the “Annual Report”). The Company has determined that it is unable to file its Annual Report within the prescribed time period without unreasonable effort or expense because of the late receipt of certain required information from third parties in order for the auditor to complete its procedures. The Company anticipates filing its 10-K by the end of this week and certainly within the delay period provided under SEC rules

There will be a delay in filing the Quarterly Report on Form 10-Q of Ocean Biomedical, Inc. (the “Company”) for the period ended March 31, 2024 (the “Quarterly Report”). For the reasons and circumstances set forth below, the Company has determined that it is unable to file its Quarterly Report within the prescribed time period without unreasonable effort or expense. On November 9, 2023, the Company received information related to an interpretation of the Staff of the U.S. Securities and Exchange Commission (the “SEC”) that Ocean Biomedical understands is applicable to SPAC-related companies that have entered into “forward purchase agreements,” “pre-paid forward transactions,” and/or “backstop agreements” (collectively, “Forward Purchase Agreements”). The interpretation relates to the accounting and reporting for certain Forward Purchase Agreements for which the repurchase price has been partially prepaid; in particular, that the prepayment amount may not be reported as an asset. On November 10, 2023, the Audit Committee of the Company, after considering the recommendations of management, concluded that the Company’s previously issued consolidated financial statements as of and for the quarters ended March 31, 2023 and June 30, 2023 (collectively, the “Previous Financial Statements”), included in Ocean Biomedical’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, its Registration Statement on Form S-1 (Registration No. 333-271392) effective June 22, 2023, and its Registration on Form S-1 (Registration No. 333-272859) effective July 7, 2023, should no longer be relied upon. Similarly, any other previously filed or furnished reports, related earnings releases, guidance, investor presentations, or similar communications of the Company describing the Previous Financial Statements should no longer be relied upon

There will be a delay in filing the Annual Report on Form 10-K of Ocean Biomedical, Inc. (the “Company”) for the period ended December 31, 2023 (the “Annual Report”). For the reasons and circumstances set forth below, the Company has determined that it is unable to file its Annual Report within the prescribed time period without unreasonable effort or expense. On November 9, 2023, the Company received information related to an interpretation of the Staff of the U.S. Securities and Exchange Commission (the “SEC”) that Ocean Biomedical understands is applicable to SPAC-related companies that have entered into “forward purchase agreements,” “pre-paid forward transactions,” and/or “backstop agreements” (collectively, “Forward Purchase Agreements”). The interpretation relates to the accounting and reporting for certain Forward Purchase Agreements for which the repurchase price has been partially prepaid; in particular, that the prepayment amount may not be reported as an asset. On November 10, 2023, the Audit Committee of the Company, after considering the recommendations of management, concluded that the Company’s previously issued consolidated financial statements as of and for the quarters ended March 31, 2023 and June 30, 2023 (collectively, the “Previous Financial Statements”), included in Ocean Biomedical’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, its Registration Statement on Form S-1 (Registration No. 333-271392) effective June 22, 2023, and its Registration on Form S-1 (Registration No. 333-272859) effective July 7, 2023, should no longer be relied upon. Similarly, any other previously filed or furnished reports, related earnings releases, guidance, investor presentations, or similar communications of the Company describing the Previous Financial Statements should no longer be relied upon

There will be a delay in filing the Quarterly Report on Form 10-Q of Ocean Biomedical, Inc. (the “Company”) for the period ended September 30, 2023 (the “Quarterly Report”). For the reasons and circumstances set forth below, the Company has determined that it is unable to file its Quarterly Report within the prescribed time period without unreasonable effort or expense. On November 9, 2023, the Company received information related to an interpretation of the Staff of the U.S. Securities and Exchange Commission (the “SEC”) that Ocean Biomedical understands is applicable to SPAC-related companies that have entered into “forward purchase agreements,” “pre-paid forward transactions,” and/or “backstop agreements” (collectively, “Forward Purchase Agreements”). The interpretation relates to the accounting and reporting for certain Forward Purchase Agreements for which the repurchase price has been partially prepaid; in particular, that the prepayment amount may not be reported as an asset. On November 10, 2023, the Audit Committee of the Company, after considering the recommendations of management, concluded that the Company’s previously issued consolidated financial statements as of and for the quarters ended March 31, 2023 and June 30, 2023 (collectively, the “Previous Financial Statements”), included in Ocean Biomedical’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, its Registration Statement on Form S-1 (Registration No. 333-271392) effective June 22, 2023, and its Registration on Form S-1 (Registration No. 333-272859) effective July 7, 2023, should no longer be relied upon. Similarly, any other previously filed or furnished reports, related earnings releases, guidance, investor presentations, or similar communications of the Company describing the Previous Financial Statements should no longer be relied upon

Ocean Biomedical, Inc. (f/k/a Aesther Healthcare Acquisition Corp.) (the “ Company ”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 (the “ Quarterly Report ”). For the reasons and circumstances set forth below, the Company has determined that it is unable to file its Quarterly Report within the prescribed time period without unreasonable effort or expense. On February 14, 2023, the Company, a special purpose acquisition company, completed a business combination (the “ Business Combination ”) with Ocean Biomedical Holdings, Inc (f/k/a Ocean Biomedical, Inc) (“ Legacy Ocean ”), among other parties, which resulted in Legacy Ocean becoming a wholly owned subsidiary of the Company. Legacy Ocean was deemed the accounting acquirer for financial reporting purposes. In addition, during the period covered by the Quarterly Report, the Company engaged in financing activities involving the issuance of warrants and shares of the Company’s common stock. Due to the impact of the timing of the completion of the Business Combination and the Company’s financing activities during the quarterly period ended March 31, 2023, including the extensive and complex accounting and disclosure requirements related to the Business Combination, as well as complex accounting requirements related to the financing activities, the Company requires additional time to prepare the financial statements and the accompanying notes disclosed in the Quarterly Report. The Company is working diligently to complete the Quarterly Report as soon as possible and intends to file the Quarterly Report no later than May 22, 2023