false 0001869974 0001869974 2025-01-07 2025-01-07 0001869974 OCEA:CommonStock0.0001ParValueMember 2025-01-07 2025-01-07 0001869974 OCEA:WarrantsEachWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member 2025-01-07 2025-01-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): January 7, 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; Transfer of Listing.

 

Notice from Nasdaq regarding Nasdaq Listing Requirement for Annual Meeting

 

On January 7, 2025, the Company received a notice from Nasdaq that since the Company had not yet held an annual meeting of shareholders within twelve months of the Company’s fiscal year ended December 31, 2023, it no longer complies with the Listing Rules (the “Rules”) for continued listing.( Listing Rules 5620(a) and 5810(c)(2)(G)). Accordingly, this matter serves as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market. This is formal notification that the Nasdaq Hearings Panel (the “Panel”) will consider this matter in their decision regarding the Company’s continued listing on The Nasdaq Capital Market. In that regard, the Company should present its views with respect to this additional deficiency to the Panel in writing no later than January 14, 2025. The Company plans on holding its annual meeting no later than March 31, 2025.

 

 
 

 

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: January 14, 2025

 

  OCEAN BIOMEDICAL, INC.
     
  By: /s/ Jolie Kahn
    Jolie Kahn
    Chief Financial Officer