UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 4.01 Change in Certifying Accountant
Ocean Biomedical, Inc. (the “Company”) has dismissed Deloitte & Touche LLP (the “Former Accounting Firm”) as its independent registered public accounting firm, effective as of December 2, 2024. As described in Item 4.01(a) below, the change in independent registered public accounting firm is not the result of any disagreement with the Former Accounting Firm.
Item 4.01(a) Previous Independent Accountants (i) On December 2, 2024, the Company dismissed the Former Accounting Firm as its independent registered public accounting firm effective on that date. (ii) The report of the Former Accounting Firm on the Company’s financial statements as of and for the years ended December 31, 2023, and 2022, contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles except as set forth in subparagraph (iii). (iii) The report of the Former Accounting Firm on the Company’s financial statements as of and for the years ended December 31, 2023, and 2022, contained an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern due to the Company’s working capital deficiency, anticipated losses from operations and its need to obtain additional capital. (iv) The Company’s Board made the decision to change independent accountants, acting under authority delegated to it, and approved the change of the independent accountants by written consent on December 2, 2024. (v) During the fiscal years ended December 31, 2023 and 2022, and during the interim period through December 2, 2024, there (i) have been no disagreements with the Former Accounting Firm on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Accounting Firm, would have caused the Former Accounting Firm to make reference to the subject matter of such disagreements in its reports on the financial statements for such years, and (ii) were no reportable events of the kind referenced in Item 304(a)(1)(v) of Regulation SK. The Company requested that the Former Accounting Firm furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of the letter from the Former Accounting Firm is attached hereto as Exhibit 16.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 16.1 | Letter from Deloitte & Touche LLP | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: December 6, 2024
| OCEAN BIOMEDICAL, INC. | ||
| By: | /s/ Jolie Kahn | |
| Jolie Kahn | ||
| Chief Financial Officer | ||
Exhibit 16.1
