OCEA / Ocean Biomedical, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

February 16, 2023

February 16, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Alan Campbell Re: Ocean Biomedical, Inc. Registration Statement on Form S-1 Originally Filed June 9, 2021 File No. 333-256950 Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Ocean B

Third Amendment to Exclusive License Agreement (Anti-CTLA4) by and between the Registrant and Elkurt, Inc., dated as of March 25, 2022.

Exhibit 10.20 THIRD AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT This Third Amendment to Exclusive License Agreement (this ?Amendment?) is entered into as of March 25, 2022 (the ?Amendment Date?), by and between Elkurt, Inc., a Rhode Island corporation with an address at 297 President Ave, Providence RI 02906 (?Elkurt?) and Ocean Biomedical Inc., a Delaware corporation with an address at 19W060 Avenue

Third Amendment to Exclusive License Agreement (FRG) by and between the Registrant and Elkurt, Inc., dated as of March 25, 2022.

Exhibit 10.17 THIRD AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT This Third Amendment to Exclusive License Agreement (this ?Amendment?) is entered into as of March 25, 2022 (the ?Amendment Date?), by and between Elkurt, Inc., a Rhode Island corporation with an address at 297 President Ave, Providence RI 02906 (?Elkurt?) and Ocean Biomedical Inc., a Delaware corporation with an address at 19W060 Avenue

Loan Agreement, dated February 22, 2022, by and between the Registrant and Second Street Capital, LLC.

Exhibit 10.41 LOAN AGREEMENT This LOAN AGREEMENT dated as of February 22, 2022 (this ?Agreement?), is entered by and between Ocean Biomedical, Inc., a Delaware corporation (?Borrower? or ?Company?) and Second Street Capital, LLC, a California limited liability company (?Lender?). All capitalized terms used herein and not otherwise defined shall have the meanings provided hereof. The parties agree

Form of Registration Rights Agreement by and among Ocean Biomedical, Inc. and Poseidon Bio, LLC.

Exhibit 10.40 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2022 (the ?Effective Date?), is entered into by and among Ocean Biomedical, Inc., a Delaware corporation (including such Party?s successors by merger, acquisition, reorganization or otherwise, the ?Company?), and Poseidon Bio, LLC, a Delaware limited liability company (?Poseidon?). C

Third Amendment to Exclusive License Agreement (PfGARP/PfSEA) by and between the Registrant and Elkurt, Inc., dated as of March 25, 2022.

Exhibit 10.29 THIRD AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT This Third Amendment to Exclusive License Agreement (this ?Amendment?) is entered into as of March 25, 2022 (the ?Amendment Date?), by and between Elkurt, Inc., a Rhode Island corporation with an address at 297 President Ave, Providence RI 02906 (?Elkurt?) and Ocean Biomedical Inc., a Delaware corporation with an address at 19W060 Avenue

Third Amendment to Exclusive License Agreement (Chit1) by and between the Registrant and Elkurt, Inc., dated as of March 25, 2022.

Exhibit 10.26 THIRD AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT This Third Amendment to Exclusive License Agreement (this ?Amendment?) is entered into as of March 25, 2022 (the ?Amendment Date?), by and between Elkurt, Inc., a Rhode Island corporation with an address at 297 President Ave, Providence RI 02906 (?Elkurt?) and Ocean Biomedical Inc., a Delaware corporation with an address at 19W060 Avenue

Third Amendment to Exclusive License Agreement (FRGxPD-1) by and between the Registrant and Elkurt, Inc., dated as of March 25, 2022.

Exhibit 10.23 THIRD AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT This Third Amendment to Exclusive License Agreement (this ?Amendment?) is entered into as of March 25, 2022 (the ?Amendment Date?), by and between Elkurt, Inc., a Rhode Island corporation with an address at 297 President Ave, Providence RI 02906 (?Elkurt?) and Ocean Biomedical Inc., a Delaware corporation with an address at 19W060 Avenue

Form of Amendment No. 7 to the Common Stock Purchase Agreement by and among Ocean Biomedical, Inc. and The Regents of the University of California, as Trustee of the University of California Retirement Plan.

Exhibit 10.39 AMENDMENT NO. 7 TO THE COMMON STOCK PURCHASE AGREEMENT This Amendment No. 7 (this ?Amendment?) to that certain Common Stock Purchase Agreement, dated as of June 23, 2021 (as amended and as may be amended, restated, supplemented or otherwise modified from time to time, the ?Purchase Agreement?), by and among Ocean Biomedical, Inc., a Delaware corporation (the ?Company?) and The Regent

Warrant to Subscribe to Common Stock Shares, dated March 8, 2022, issued by the Registrant to Second Street Capital, LLC.

Exhibit 10.42 WARRANT TO SUBSCRIBE TO COMMON SHARES No 1. Right to subscribe for 312,500 shares of common stock of Ocean Biomedical, Inc., a Delaware corporation, par value of $0.000001 per share. THIS IS TO CERTIFY that upon surrender of this warrant at or before 5:00 P.M., eastern standard time, on the expiration date stated below, at the office of Ocean Biomedical, Inc., 55 Claverick Street #32

As filed with the Securities and Exchange Commission on April 8, 2022

Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on April 8, 2022 Registration No.

Form of Representatives’ Warrant.

Exhibit 4.2 Form of Representative?s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGH

Non-Binding Letter of Intent by and among Ocean Biomedical, Inc. and Alfa Holding GmbH, dated as of February 13, 2022.

Exhibit 10.34 Non-Binding Letter of Intent February 13, 2022 To: Ocean Biomedical, Inc. Dr. Chirinjeev Kathuria Executive Chairman Dear Dr. Chirinjeev Kathuria, The purpose of this non-binding Letter of Intent (?LOI?) is to set forth and outline the preliminary terms and conditions for a proposed transaction with its integral subparts as further described below (?proposed Transaction?) concerning

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Ocean Biomedical, Inc.

As filed with the Securities and Exchange Commission on February 14, 2022

S-1/A 1 d54742ds1a.htm S-1/A Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on February 14, 2022 Registration No. 333-256950 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OCEAN BIOMEDICAL, INC. (Exact name of Registrant as specified in

Form of Underwriting Agreement.

Exhibit 1.1 [?] Shares OCEAN BIOMEDICAL, INC. Common Stock UNDERWRITING AGREEMENT [?], 2022 ROTH CAPITAL PARTNERS, LLC JONESTRADING INSTITUTIONAL SERVICES LLC As Representatives of the several Underwriters c/o Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 c/o JonesTrading Institutional Services LLC 757 Third Avenue, 23rd Floor New York, NY 10017 Dear Sirs and

Amended and Restated Certificate of Incorporation, as amended, of the Registrant, as currently in effect.

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF OCEAN BIOMEDICAL, INC. I, the undersigned, for the purpose of creating and organizing a corporation under the provisions of and subject to the requirements of the General Corporation Law of the State of Delaware (the ?DGCL?), certify as follows: ARTICLE I. NAME The name of the Corporation is Ocean Biomedical, Inc. (the ?Corporation?). ARTICLE II. REGISTE

Amendment to Offer Letter by and between the Registrant and Elizabeth Ng, dated as of August 2, 2021.

Exhibit 10.6 August 2, 2021 Delivered via Email Elizabeth Ng Re: Amendment to February 22, 2021 Offer of Employment Dear Elizabeth: This letter amends the contingent payment terms of any salary deferred upon the successful completion of the IPO and the payment terms of the IPO Bonus entered into between you and Ocean Biomedical, Inc. (the ?Company?) dated February 22, 2021 (the ?Offer Letter?). Yo

As filed with the Securities and Exchange Commission on February 4, 2022

Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on February 4, 2022 Registration No.

Amendment No. 3 to the Common Stock Purchase Agreement by and among Ocean Biomedical, Inc. and The Regents of the University of California, as Trustee of the University of California Retirement Plan, dated as of August 6, 2021.

Exhibit 10.30 AMENDMENT NO. 3 TO THE COMMON STOCK PURCHASE AGREEMENT This Amendment No. 3 (this ?Amendment?) to that certain Common Stock Purchase Agreement, dated as of June 23, 2021 (as amended and as may be amended, restated, supplemented or otherwise modified from time to time, the ?Purchase Agreement?), by and among Ocean Biomedical, Inc., a Delaware corporation (the ?Company?) and The Regent

Form of Underwriting Agreement.

EX-1.1 2 d54742dex11.htm EX-1.1 Exhibit 1.1 [•] Shares OCEAN BIOMEDICAL, INC. Common Stock UNDERWRITING AGREEMENT [•], 2022 ROTH CAPITAL PARTNERS, LLC JONESTRADING INSTITUTIONAL SERVICES LLC As Representatives of the several Underwriters c/o Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 c/o JonesTrading Institutional Services LLC 757 Third Avenue, 23rd Floor

Amendment No. 6 to the Common Stock Purchase Agreement by and among Ocean Biomedical, Inc. and The Regents of the University of California, as Trustee of the University of California Retirement Plan, dated as of December 31, 2021.

EX-10.33 27 d54742dex1033.htm EX-10.33 Exhibit 10.33 AMENDMENT NO. 6 TO THE COMMON STOCK PURCHASE AGREEMENT This Amendment No. 6 (this “Amendment”) to that certain Common Stock Purchase Agreement, dated as of June 23, 2021 (as amended and as may be amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), by and among Ocean Biomedical, Inc., a Delaware cor

Amended and Restated Exclusive License Agreement, dated as of February 25, 2021, by and between the Registrant and Teton Therapeutics Inc.

Exhibit 10.26 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT This Amended and Restated Exclusive License Agreement (this ?Agreement?) is entered into as of February 25, 2021 (the ?Amendment Effective Date?), by and between Teton Therapeutics Inc

Second Amendment to Exclusive License Agreement (FRGxPD-1) by and between the Registrant and Elkurt Inc., dated as of August 31, 2021.

Exhibit 10.20 SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT This Second Amendment to License Exclusive Agreement (this ?Amendment?) is entered into as of August 31, 2021 (the ?Amendment Date?), by and between Elkurt, Inc., a Rhode Island corporation with an address at 297 President Ave, Providence RI 02906 (?Elkurt?) and Ocean Biomedical Inc, a Delaware corporation with an address at 19W060 Aven

Amendment No. 2 to the Common Stock Purchase Agreement by and among Ocean Biomedical, Inc. and The Regents of the University of California, as Trustee of the University of California Retirement Plan, dated as of July 29, 2021.

Exhibit 10.29 AMENDMENT NO. 2 TO THE COMMON STOCK PURCHASE AGREEMENT This Amendment No. 2 (this ?Amendment?) to that certain Common Stock Purchase Agreement, dated as of June 23, 2021 (as amended and as may be amended, restated, supplemented or otherwise modified from time to time, the ?Purchase Agreement?), by and among Ocean Biomedical, Inc., a Delaware corporation (the ?Company?) and The Regent

Second Amendment to Exclusive License Agreement (Anti-CTLA4) by and between the Registrant and Elkurt Inc., dated as of August 31, 2021.

EX-10.18 16 d54742dex1018.htm EX-10.18 Exhibit 10.18 SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT This Second Amendment to License Exclusive Agreement (this “Amendment”) is entered into as of August 31, 2021 (the “Amendment Date”), by and between Elkurt, Inc., a Rhode Island corporation with an address at 297 President Ave, Providence RI 02906 (“Elkurt”) and Ocean Biomedical Inc, a Delaware cor

Second Amendment to Exclusive License Agreement (FRG) by and between the Registrant and Elkurt Inc., dated as of August 31, 2021.

Exhibit 10.16 SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT This Second Amendment to License Exclusive Agreement (this ?Amendment?) is entered into as of August 31, 2021 (the ?Amendment Date?), by and between Elkurt, Inc., a Rhode Island corporation with an address at 297 President Ave, Providence RI 02906 (?Elkurt?) and Ocean Biomedical Inc, a Delaware corporation with an address at 19W060 Aven

Filing Fee Table

EX-FILING FEES 29 d54742dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Ocean Biomedical, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Pri

Form of Representatives’ Warrant.

Exhibit 4.2 Form of Representative?s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGH

Non-Employee Director Compensation Policy.

Exhibit 10.4 OCEAN BIOMEDICAL, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Non-Employee Director Compensation Policy (the ?Policy?) of Ocean Biomedical, Inc., a Delaware corporation (the ?Company?), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the C

Amendment No. 4 to the Common Stock Purchase Agreement by and among Ocean Biomedical, Inc. and The Regents of the University of California, as Trustee of the University of California Retirement Plan, dated as of August 25, 2021.

Exhibit 10.31 AMENDMENT NO. 4 TO THE COMMON STOCK PURCHASE AGREEMENT This Amendment No. 4 (this ?Amendment?) to that certain Common Stock Purchase Agreement, dated as of June 23, 2021 (as amended and as may be amended, restated, supplemented or otherwise modified from time to time, the ?Purchase Agreement?), by and among Ocean Biomedical, Inc., a Delaware corporation (the ?Company?) and The Regent

Amended and Restated Nonexclusive License Agreement for COVID-19 Related Technology, dated as of March 3, 2021 by and between the Registrant and The Board of Trustees of the Leland Stanford Junior University.

Exhibit 10.25 AMENDED AND RESTATED NONEXCLUSIVE LICENSE AGREEMENT 6/25/2020 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDED AND RESTATED NONEXCLUSIVE LICENSE AGREEMENT FOR COVID-19 RELATED TECHNOLOGY This Amended and Restated Non-Exclusive License Agreement for Covid-19 Related Technol

Offer Letter, dated as of February 22, 2021, by and between the Registrant and Inderjote Kathuria, as amended on August 2, 2021.

EX-10.11 12 d54742dex1011.htm EX-10.11 Exhibit 10.11 February 22, 2021 Delivered via Email Inderjote Kathuria Dear Inderjote: On behalf of Ocean Biomedical, Inc. (the “Company”), I am pleased to offer you employment with the Company. The terms and conditions of your employment are set forth below. 1. Position. Your initial position with the Company will be Treasurer reporting to the Chief Financia

Form of Amended and Restated Certificate of Incorporation of the Registrant, to be in effect immediately prior to completion of the offering.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OCEAN BIOMEDICAL, INC. Ocean Biomedical, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1. The name of the Corporation is Ocean Biomedical, Inc. and that this corporation was originally incorporated pursuant to the General Corporation Law on January

Amendment No. 5 to the Common Stock Purchase Agreement by and among Ocean Biomedical, Inc. and The Regents of the University of California, as Trustee of the University of California Retirement Plan, dated as of October 15, 2021.

Exhibit 10.32 AMENDMENT NO. 5 TO THE COMMON STOCK PURCHASE AGREEMENT This Amendment No. 5 (this ?Amendment?) to that certain Common Stock Purchase Agreement, dated as of June 23, 2021 (as amended and as may be amended, restated, supplemented or otherwise modified from time to time, the ?Purchase Agreement?), by and among Ocean Biomedical, Inc., a Delaware corporation (the ?Company?) and The Regent

Second Amendment to Exclusive License Agreement (PfGARP/PfSEA) by and between the Registrant and Elkurt Inc., dated as of September 10, 2021.

EX-10.24 19 d54742dex1024.htm EX-10.24 Exhibit 10.24 Second Amendment to EXCLUSIVE LICENSE AGREEMENT RIH #154 “PfsLSP-1 a Vaccine for Falciparum Malaria” RIH # 305 “Antibodies to Pfgarp Kill Plasmodium Falciparum Malaria Parasites and Protect Against Infection and Severe Disease” This Second Amendment to Exclusive License Agreement (this “Amendment”) is entered into effective as of September 10, 2

Second Amendment to Exclusive License Agreement (Chit1) by and between the Registrant and Elkurt Inc., dated as of August 31, 2021.

EX-10.22 18 d54742dex1022.htm EX-10.22 Exhibit 10.22 SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT This Second Amendment to License Exclusive Agreement (this “Amendment”) is entered into as of August 31, 2021 (the “Amendment Date”), by and between Elkurt, Inc., a Rhode Island corporation with an address at 297 President Ave, Providence RI 02906 (“Elkurt”) and Ocean Biomedical Inc, a Delaware cor

Amendment No. 1 to the Common Stock Purchase Agreement by and among Ocean Biomedical, Inc. and The Regents of the University of California, as Trustee of the University of California Retirement Plan, dated as of July 9, 2021.

Exhibit 10.28 AMENDMENT NO. 1 TO THE COMMON STOCK PURCHASE AGREEMENT This Amendment No. 1 (this ?Amendment?) to that certain Common Stock Purchase Agreement, dated as of June 23, 2021 (the ?Purchase Agreement?), by and among Ocean Biomedical, Inc., a Delaware corporation (the ?Company?) and The Regents of the University of California, as Trustee of the University of California Retirement Plan (the

Consulting Agreement, dated as of February 22, 2021, by and between the Registrant and Jonathan Kurtis, as amended on August 2, 2021 and December 31, 2021.

Exhibit 10.13 CONSULTING AGREEMENT This ?Agreement? dated February 22, 2021 (the ?Effective Date?) is between Jonathan Kurtis (?Consultant?) and Ocean Biomedical, Inc. (the ?Company?) (each a ?Party? and collectively the ?Parties?). The Company and Consultant hereby agree as follows: 1. Services. The Company hereby engages Consultant to provide to the Company, and Consultant agrees to provide to t

Offer Letter, dated as of February 22, 2021, by and between the Registrant and Gurinder Kalra, as amended on August 2, 2021.

Exhibit 10.10 February 22, 2021 Delivered via Email Gurinder Kalra Dear Gurinder: On behalf of Ocean Biomedical, Inc. (the ?Company?), I am pleased to offer you employment with the Company. The terms and conditions of your employment are set forth below. 1. Position. Your initial position with the Company will be Chief Financial Officer reporting to the Chief Executive Officer. This is a full-time

Offer Letter, dated as of February 22, 2021, by and between the Registrant and Daniel Behr, as amended on August 2, 2021.

Exhibit 10.9 February 22, 2021 Delivered via Email Daniel Behr Dear Daniel: On behalf of Ocean Biomedical, Inc. (the ?Company?), I am pleased to offer you employment with the Company. The terms and conditions of your employment are set forth below. 1. Position. Your initial position with the Company will be Executive Vice President and Head of External Innovations and Academic Partnerships reporti

Offer Letter, dated as of February 22, 2021, by and between the Registrant and Jonathan Heller.

EX-10.12 13 d54742dex1012.htm EX-10.12 Exhibit 10.12 February 22, 2021 Delivered via Email Jonathan Heller, Ph.D. Dear Jonathan: On behalf of Ocean Biomedical, Inc. (the “Company”), I am pleased to offer you employment with the Company. The terms and conditions of your employment are set forth below. 1. Position. Your initial position with the Company will be Chief Scientific Officer and Head of R

Amendment to Offer Letter by and between the Registrant and Chirinjeev Kathuria, dated as of August 2, 2021.

Exhibit 10.8 August 2, 2021 Delivered via Email Chirinjeev Kathuria Re: Amendment to February 22, 2021 Offer of Employment Dear Chirinjeev: This letter amends the contingent payment terms of any salary deferred upon the successful completion of the IPO and the payment terms of the IPO Bonus entered into between you and Ocean Biomedical, Inc. (the ?Company?) dated February 22, 2021 (the ?Offer Lett

As filed with the Securities and Exchange Commission on July 26, 2021

Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on July 26, 2021 Registration No.

As filed with the Securities and Exchange Commission on July 20, 2021

S-1/A Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on July 20, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Ocean Biomedical, Inc. (Exact name of registran

8-A12B 1 d132133d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Ocean Biomedical, Inc. (Exact name of registrant as specified in its charter) Delaware 85-41777213 (State of incorporation or organization) (I.R.S. Employer Identi

Specimen Common Stock Certificate of the Registrant.

Exhibit 4.1 OB Ocean Biomedical, Inc. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE SIDE FOR CERTAIN DEFINITIONS CUSIP 67644P 10 5 THIS CERTIFIES THAT is the owner of BY (Brooklyn, AMERICAN COUNTERSIGNED FULLY PAID AND NON-ASSESSABLE COMMON SHARES, $0.000001 PAR VALUE, OFNew STOCK AND OCEAN BIOMEDICAL, INC. York) transferable on the books of the Corporation by the holder hereof

Form of Amended and Restated Certificate of Incorporation of the Registrant, to be in effect immediately prior to completion of the offering.

EX-3.2 2 d54742dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OCEAN BIOMEDICAL, INC. Ocean Biomedical, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Ocean Biomedical, Inc. and that this corporation was originally incorporated pursuant to the Ge

Form of Indemnification Agreement, by and between the Registrant and each of its directors and officers.

Exhibit 10.7 OCEAN BIOMEDICAL, INC. [FORM OF] DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of [ ] by and between Ocean Biomedical, Inc., a Delaware corporation (the ?Company?), and [ ] (?Indemnitee?). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Co

2021 Employee Stock Purchase Plan.

Exhibit 10.2 OCEAN BIOMEDICAL, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Ocean Biomedical, Inc. 2021 Employee Stock Purchase Plan (the ?Plan?) is to provide eligible employees of Ocean Biomedical, Inc. (the ?Company?) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company?s common stock, par value $0.000001 per share (the ?Common

Non-Employee Director Compensation Policy.

EX-10.4 8 d54742dex104.htm EX-10.4 Exhibit 10.4 OCEAN BIOMEDICAL, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Ocean Biomedical, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are

Common Stock Purchase Agreement, dated as of June 23, 2021, by and among Ocean Biomedical, Inc. and The Regents of the University of California, as Trustee of the University of California Retirement Plan.

Exhibit 10.14 COMMON STOCK PURCHASE AGREEMENT THIS COMMON STOCK PURCHASE AGREEMENT (this ?Agreement?) is made as of June 23, 2021, by and between Ocean Biomedical, Inc., a Delaware corporation (the ?Company?), and The Regents of the University of California, as Trustee of the University of California Retirement Plan (?Purchaser?). RECITALS The Company is planning to issue and sell shares of the co

As filed with the Securities and Exchange Commission on July 14, 2021

Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on July 14, 2021 Registration No.

Form of Amended and Restated Bylaws of the Registrant, to be in effect immediately prior to the completion of the offering.

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF OCEAN BIOMEDICAL, INC. (the ?Corporation?) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an ?Annual Meeting?) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place may su

Senior Executive Cash Incentive Bonus Plan (incorporated by reference from Exhibit 10.3 to the Form S-1/A filed by Ocean Biomedical, Inc. (n/k/a Ocean Biomedical Holdings, Inc.) (File No. 333-256950) on April 11, 2022).

EX-10.3 7 d54742dex103.htm EX-10.3 Exhibit 10.3 OCEAN BIOMEDICAL, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 1. Purpose This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Ocean Biomedical, Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results

2021 Stock Option and Incentive Plan and forms of award agreements thereunder.

Exhibit 10.1 OCEAN BIOMEDICAL, INC. 2021 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Ocean Biomedical, Inc. 2021 Stock Option and Incentive Plan (as amended from time to time, the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Ocean Biomedical, Inc. (t

Offer Letter, dated as of February 22, 2021, by and between the Registrant and Chirinjeev Kathuria.

Exhibit 10.6 February 22, 2021 Delivered via Email Chirinjeev Kathuria Dear Chirinjeev: On behalf of Ocean Biomedical, Inc. (the ?Company?), I am pleased to offer you employment with the Company. The terms and conditions of your employment are set forth below. 1. Position. Your initial position with the Company will be Executive Chairman reporting to the Board of Directors. This is a full-time pos

As filed with the Securities and Exchange Commission on June 21, 2021

As filed with the Securities and Exchange Commission on June 21, 2021 Registration No.

Exclusive License Agreement (PfGARP/PfSEA), dated as of January 25, 2021, by and between the Registrant and Elkurt Inc., as amended on April 1, 2021.

EX-10.10 8 d54742dex1010.htm EX-10.10 Exhibit 10.10 EXCLUSIVE LICENSE AGREEMENT RIH #154 “PfsLSP-1 a Vaccine for Falciparum Malaria” RIH # 305 “Antibodies to Pfgarp Kill Plasmodium Falciparum Malaria Parasites and Protect Against Infection and Severe Disease” This Exclusive License Agreement (this “Agreement”) is entered into as of January 25, 2021 , 2021 (the “Effective Date”), by and between Elk

Offer Letter, dated as of February 22, 2021, by and between the Registrant and Elizabeth Ng.

EX-10.4 3 d54742dex104.htm EX-10.4 Exhibit 10.4 Ocean Biomedical, Inc. c/o Dr. Jonathan Kurtis, Director 55 Claverick St., Suite 325 Providence, RI 02903 www.oceanbiomedical.com February 22, 2021 Delivered via Email Elizabeth Ng Dear Elizabeth: On behalf of Ocean Biomedical, Inc. (the “Company”), I am pleased to offer you employment with the Company. The terms and conditions of your employment are

Exclusive License Agreement (Anti-CTLA4), dated as of July 31, 2020, by and between the Registrant and Elkurt Inc., as amended on March 21, 2021.

Exhibit 10.7 EXCLUSIVE LICENSE AGREEMENT BROWN ID 3039 - Bi Specific Antibody Anti-CTLA4 This Exclusive License Agreement (this ?Agreement?) is entered into as of July 31, 2020 (the ?Effective Date?), by and between Elkurt Inc. a Delaware corporation, with an address at 297 President Ave, Providence RI 02906 (?Elkurt?) and Ocean Biomedical Inc, a Delaware corporation with an address at 19W060 Aven

Exclusive License Agreement (FRGxPD-1), dated as of July 31, 2020, by and between the Registrant and Elkurt Inc., as amended on March 21, 2021.

Exhibit 10.8 EXCLUSIVE LICENSE AGREEMENT BROWN ID 2613 Bispecific (FRG)xAnti-PD-1 (FRGxPD-1) This Exclusive License Agreement (this ?Agreement?) is entered into as of July 31, 2020 (the ?Effective Date?), by and between Elkurt Inc. a Delaware corporation, with an address at 297 President Ave, Providence RI 02906 (?Elkurt?) and Ocean Biomedical Inc, a Delaware corporation with an address at 19W060

Exclusive License Agreement (FRG), dated as of July 31, 2020, by and between the Registrant and Elkurt Inc., as amended on March 21, 2021.

EX-10.6 4 d54742dex106.htm EX-10.6 Exhibit 10.6 EXCLUSIVE LICENSE AGREEMENT BROWN ID 2465, 2576, 2587 (FRG) Antibody This Exclusive License Agreement (this “Agreement”) is entered into as of July 31, 2020 (the “Effective Date”), by and between Elkurt Inc. a Delaware corporation, with an address at 297 President Ave, Providence RI 02906 (“Elkurt”) and Ocean Biomedical Inc, a Delaware corporation wi

Form of Underwriting Agreement.

EX-1.1 2 d54742dex11.htm EX-1.1 Exhibit 1.1 [•] Shares OCEAN BIOMEDICAL INC. Common Stock UNDERWRITING AGREEMENT [•], 2021 BERENBERG CAPITAL MARKETS LLC OPPENHEIMER & CO. INC. As Representatives of the several Underwriters c/o Berenberg Capital Markets LLC 1251 Avenue of the Americas, 53rd Floor New York, New York 10020 c/o Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 Dear Sirs

Exclusive License Agreement (Chit1), dated as of July 31, 2020, by and between the Registrant and Elkurt Inc., as amended on March 21, 2021.

EX-10.9 7 d54742dex109.htm EX-10.9 Exhibit 10.9 EXCLUSIVE LICENSE AGREEMENT BROWN ID 2502 - (Chit1) Small Molecule Antifibrotic This Exclusive License Agreement (this “Agreement”) is entered into as of July 31, 2020 (the “Effective Date”), by and between Elkurt Inc. a Delaware corporation, with an address at 297 President Ave, Providence RI 02906 (“Elkurt”) and Ocean Biomedical Inc, a Delaware cor

List of Subsidiaries.

Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Ocean Chitofibrorx, Inc. Delaware Ocean Chitorx, Inc. Delaware Ocean Sihoma, Inc. Delaware Ocean Promise, Inc. Delaware

Bylaws of the Registrant and the amendments thereto, as currently in effect.

EX-3.3 3 d54742dex33.htm EX-3.3 Exhibit 3.3 BYLAWS OF OCEAN BIOMEDICAL INC. A Corporation of the State of Delaware January 2nd, 2019 BYLAWS OF OCEAN BIOMEDICAL, INC. Article I OFFICES Section 1.01 Offices. The address of the registered office of OCEAN BIOMEDICAL, INC. (hereinafter called the “Corporation”) in the State of Delaware shall be at 1000 North King Street Wilmington, DE 19801. The Corpor

As filed with the Securities and Exchange Commission on June 9, 2021

S-1 1 d54742ds1.htm REGISTRATION STATEMENT ON FORM S-1 Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on June 9, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OCEAN BIOMEDICAL, INC. (Exact name of Registrant as specified in its

Amended and Restated Certificate of Incorporation, as amended, of the Registrant, as currently in effect.

EX-3.1 2 d54742dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF OCEAN BIOMEDICAL, INC. I, the undersigned, for the purpose of creating and organizing a corporation under the provisions of and subject to the requirements of the General Corporation Law of the State of Delaware (the “DGCL”), certify as follows: ARTICLE I. NAME The name of the Corporation is Ocean Biomedical, Inc. (the “Co

Nonexclusive License Agreement for COVID-19 Related Technology, dated as of June 25, 2020, by and between the Registrant and The Board of Trustees of the Leland Stanford Junior University.

EX-10.11 4 d54742dex1011.htm EX-10.11 Exhibit 10.11 AMENDED AND RESTATED NONEXCLUSIVE LICENSE AGREEMENT S20-122: MW 6/25/2020 AMENDED AND RESTATED NONEXCLUSIVE LICENSE AGREEMENT FOR COVID-19 RELATED TECHNOLOGY This Amended and Restated Non-Exclusive License Agreement for Covid-19 Related Technology (“Agreement”) between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), a

As confidentially submitted to the Securities and Exchange Commission on April 16, 2021, as Amendment No. 1 to the Confidential Submission dated March 5, 2021. This draft registration statement has not been filed publicly with the Securities and Exch

DRS/A 1 filename1.htm Table of Contents Index to Financial Statements As confidentially submitted to the Securities and Exchange Commission on April 16, 2021, as Amendment No. 1 to the Confidential Submission dated March 5, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential. Regis

SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Ocean Chitofibrorx, Inc. Delaware Ocean Chitorx, Inc. Delaware Ocean Sihoma, Inc. Delaware Ocean Promise, Inc. Delaware

Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Ocean Chitofibrorx, Inc. Delaware Ocean Chitorx, Inc. Delaware Ocean Sihoma, Inc. Delaware Ocean Promise, Inc. Delaware

As confidentially submitted to the Securities and Exchange Commission on March 5, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidentia

DRS 1 filename1.htm Table of Contents Index to Financial Statements As confidentially submitted to the Securities and Exchange Commission on March 5, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washingt