UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 22, 2025
OCEAN BIOMEDICAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40793 | 87-1309280 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
55 Claverick St., Room 325
Providence, RI 02903
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (401) 444-7375
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Common Stock, $0.0001 par value | OCEA | The Nasdaq Stock Market LLC | ||
| Warrants, each warrant exercisable for one share of common stock at an exercise price of $11.50 | OCEAW | The Nasdaq Stock Market LLC | ||
| (Title of Each Class) | (Trading Symbol) | (Name of Each Exchange on Which Registered) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard
On April 22, 2025, Ocean Biomedical, Inc. received a letter from Nasdaq determining that OCEA’s common stock will be delisted from Nasdaq and that trading in its securities will be suspended effective upon the open of business on April 24, 2025. The letter also stated that Nasdaq intends to complete delisting by filing a Form 25 Notification of Delisting with the SEC after applicable appeal periods have lapsed.
Pursuant to Nasdaq listing rules, the Company has the right to appeal Nasdaq’s delisting determination within 15 days of the date of the letter. The Company intends to file its appeal forthwith and pay the filing fee. The Company will continue to vigorously pursue this appeal and intends to seek to pursue its business plan as disclosed in its press release issued on April 22, 2025. There are no assurances that the Company will be successful in the appeal and an adverse decision would lead to a full delisting.
Item 5.02 Resignation of a Director
On April 22, 2025, Jake Kurtis notified the Company of his immediate resignation as a director of the Company to pursue other interests.
Item 8.01 Other Information
The Company issued a press release on April 22, 2025 regarding its future business pursuits. The press release is an expression of the Company’s intentions and is qualified by various factors, including, but not limited to, its ability to raise capital to pursue its plan and ability to identify specific opportunities, state of the capital markets and economy, volatility of cryptocurrencies and ability to consummate those identified opportunities in a timely manner. The press release is attached hereto as Exhibit 99.1.
Item 9.01 Exhibits
| 99.1 | Press Release dated April 22, 2025 | |
| 104 | Cover Page Interactive Data File |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 23, 2025
| OCEAN BIOMEDICAL, INC. | ||
| By: | /s/ Chirinjeev Kathuria | |
| Chirinjeev Kathuria | ||
| Chairman | ||
Exhibit 99.1
Ocean Biomedical Expands into Energy and Digital Asset Sectors to Accelerate Growth and Shareholder Value
April 22, 2025 08:00 ET | Source: Ocean Biomedical, Inc.Follow
Strategic diversification into power infrastructure and cryptocurrencies supports long-term biopharma innovation
PROVIDENCE, R.I., April 22, 2025 (GLOBE NEWSWIRE) — Ocean Biomedical, Inc. (NASDAQ: OCEA), a biopharmaceutical company focused on pioneering treatments for cancer, infectious diseases, and fibrosis, today announced a strategic expansion of its business operations to include power infrastructure development and a cryptocurrency treasury strategy, including Bitcoin and Solana.
This move comes as part of a deliberate plan to strengthen Ocean Biomedical’s financial foundation and enhance long-term value creation for shareholders. The Company will leverage its leadership team’s experience and strategic partnerships to pursue high-growth opportunities in the power and digital asset sectors—two industries central to global innovation and economic infrastructure.
“While we remain deeply committed to advancing our scientific pipeline, we recognize the need to build stable and recurring cash flow to sustain and accelerate our biopharma mission,” said Chirinjeev Kathuria, Chairman of Ocean Biomedical. “The global demand for energy—driven by AI, data centers, and digital infrastructure—is unprecedented, and cryptocurrencies have emerged as powerful stores of value with institutional and governmental recognition. These sectors represent meaningful growth vectors and give us the ability to fund our innovations with greater independence and resilience.”
Strategic Rationale for Expansion
After an extensive strategic review, the Company identified power generation and digital assets as synergistic verticals where existing board and management expertise and market access can be swiftly mobilized. Ocean Biomedical intends to:
| ● | Develop and operate select power assets to capitalize on rising energy demand, with an initial focus on data center-grade infrastructure and grid-interactive generation. | |
| ● | Adopt a digital treasury model, allocating a portion of cash reserves into established cryptocurrencies such as Bitcoin and Solana, which the Company views as long-term hedges and potentially accretive assets. |
Forward-Looking Growth Objectives
Ocean Biomedical plans to release additional details in the coming months regarding:
| ● | The scale, location, and technology profile of its initial power projects. | |
| ● | A defined framework for cryptocurrency holdings, including governance, custody, and rebalancing mechanisms. | |
| ● | Strategic alliances or capital partnerships that support execution in these new verticals. |
About Ocean Biomedical
Ocean Biomedical (NASDAQ: OCEA) is a mission-driven innovation company focused on the discovery and commercialization of breakthrough therapies in oncology, infectious diseases, and fibrosis. The Company is now strategically diversifying its operations into high-growth sectors—such as energy and digital assets—to build sustainable cash flow and support the advancement of its scientific platform. Learn more at www.oceanbiomedical.com.
Investor & Media Contacts
Investor Relations
info@oceanbiomedical.com
Media Inquiries
connect@oceanbiomedical.com
Forward-Looking Statements
The information included herein and in any oral statements made in connection herewith include “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain such identifying words. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics and expectations. These statements are based on various assumptions, whether or not identified herein, and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor 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.
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 not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the Company that could cause actual results or outcomes to differ materially from those discussed 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. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this filing. Accordingly, undue reliance should not be placed upon the forward-looking statements.