Item
8.01 Other Events.
The
disclosure set forth above in Item 7.01 of this Current Report on Form 8-K is incorporated by reference herein.
Forward-Looking
Statements
This
filing contains certain statements that are not historical facts and are forward-looking statements within the meaning of the federal
securities laws with respect to the proposed Transaction between Aesther and Ocean Biomedical, including without limitation statements
regarding the anticipated benefits of the proposed Transaction, the anticipated timing of the proposed Transaction, the implied enterprise
value, future financial condition and performance of Ocean Biomedical and the combined company after the closing and expected financial
impacts of the proposed Transaction, the satisfaction of closing conditions to the proposed Transaction, the level of redemptions of
Aesther’s public stockholders and the products and markets and expected future performance and market opportunities of Ocean Biomedical.
These forward-looking statements generally are identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “think,” “strategy,” “future,”
“opportunity,” “potential,” “plan,” “seeks,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions, but the absence of these words does not mean that a statement is not forward-looking. 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 provided for illustrative purposes only and are not intended to serve as, and must not be relied on 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. Many factors could cause actual future events to differ materially from the
forward-looking statements in this communication, including but not limited to: (i) the risk that the proposed Transaction may not be
completed in a timely manner or at all, which may adversely affect the price of Aesther’s securities; (ii) the risk that the proposed
Transaction may not be completed by Aesther’s business combination deadline; (iii) the failure to satisfy the conditions to the
consummation of the proposed Transaction, including the approval of the Merger Agreement by the stockholders of Aesther, the satisfaction
of the minimum net tangible assets and minimum cash at closing requirements and the receipt of certain governmental, regulatory and third
party approvals; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger
Agreement; (v) the failure to achieve the minimum amount of cash available following any redemptions by Aesther’s stockholders;
(vi) redemptions exceeding anticipated levels or the failure to meet The Nasdaq Global Market’s initial listing standards in connection
with the consummation of the proposed Transaction; (vii) the effect of the announcement or pendency of the proposed Transaction on Ocean
Biomedical’s business relationships, operating results, and business generally; (viii) risks that the proposed Transaction disrupts
current plans and operations of Ocean Biomedical; (ix) the outcome of any legal proceedings that may be instituted against Ocean Biomedical
or against Aesther related to the Merger Agreement or the proposed Transaction ; (x) changes in the markets in which Ocean Biomedical’s
competes, including with respect to its competitive landscape, technology evolution, or regulatory changes; (xi) changes in domestic
and global general economic conditions; (xii) risk that Ocean Biomedical may not be able to execute its growth strategies; (xiii) risks
related to the ongoing COVID-19 pandemic and response, including supply chain disruptions; (xiv) risk that Ocean Biomedical may not be
able to develop and maintain effective internal controls; (xv) costs related to the proposed Transaction and the failure to realize anticipated
benefits of the proposed Transaction or to realize estimated pro forma results and underlying assumptions, including with respect to
estimated stockholder redemptions; (xvi) the ability to recognize the anticipated benefits of the proposed Transaction and to achieve
its commercialization and development plans, and identify and realize additional opportunities, which may be affected by, among other
things, competition, the ability of Ocean Biomedical to grow and manage growth economically and hire and retain key employees; (xvii)
the risk that Ocean Biomedical may fail to keep pace with rapid technological developments to provide new and innovative products and
services or make substantial investments in unsuccessful new products and services; (xviii) the ability to develop, license or acquire
new therapeutics; (xix) the risk that Ocean Biomedical will need to raise additional capital to execute its business plan, which may
not be available on acceptable terms or at all; (xx) the risk that Ocean Biomedical, post-combination, experiences difficulties in managing
its growth and expanding operations; (xxi) the risk of product liability or regulatory lawsuits or proceedings relating to Ocean Biomedical’s
business; (xxii) the risk of cyber security or foreign exchange losses; (xxiii) the risk that Ocean Biomedical is unable to secure or
protect its intellectual property; and (xxiv) those factors discussed in Aesther’s filings with the SEC and that are contained
in the preliminary proxy statement (as amended) relating to the proposed Transaction and will be contained in the definitive proxy statement
relating to the proposed Transaction.
The
foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
that are described in Aesther’s Annual Report on Form 10-K for the year ended December 31, 2021, and which are described in the
“Risk Factors” section of the preliminary proxy statement and the amendments thereto, and will be described in the “Risk
Factors” section of the definitive proxy statement, and other documents to be filed by Aesther from time to time with the SEC and
which are and will be available at www.sec.gov. These filings identify and address other important risks and uncertainties that could
cause actual events and results to differ materially from those contained 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, and while Ocean
Biomedical and Aesther may elect to update these forward-looking statements at some point in the future, they assume no obligation to
update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required
by applicable law. Neither Ocean Biomedical nor Aesther gives any assurance that Ocean Biomedical or Aesther, or the combined company,
will achieve its expectations. These forward-looking statements should not be relied upon as representing Aesther’s or Ocean Biomedical’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.
Additional
Information and Where to Find It
In
connection with the Merger Agreement and the proposed transaction, Aesther has filed with the U.S. Securities and Exchange Commission
(the “SEC”) a preliminary proxy statement on Schedule 14A relating to the proposed transaction and three amendments
thereto. This communication is not intended to be, and is not, a substitute for the preliminary proxy statement (as amended) or any other
document that Aesther has filed or may file with the SEC in connection with the proposed transaction. Aesther’s stockholders and
other interested persons are advised to read the preliminary proxy statement and the amendments thereto, and, when available, the definitive
proxy statement and documents incorporated by reference therein filed in connection with the proposed transaction, as these materials
will contain important information about Aesther, Ocean Biomedical, the Merger Agreement, and the proposed transaction. When available,
the definitive proxy statement and other relevant materials for the proposed transaction will be mailed to stockholders of Aesther as
of a record date to be established for voting on the proposed transaction. Before making any voting or investment decision, investors
and stockholders of Aesther are urged to carefully read the entire preliminary proxy statement and definitive proxy statement, when it
becomes available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents,
because they will contain important information about the proposed Transaction. Aesther investors and stockholders will also be able
to obtain copies of the preliminary proxy statement (as amended), the definitive proxy statement, and other documents filed with the
SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s website at www.sec.gov, or by
directing a request to: Aesther Healthcare Acquisition Corp., 515 Madison Avenue, Suite 8078, New York, NY 10022, Attention: Mr. Suren
Ajjarapu.
Participants
in the Solicitation
Aesther,
Ocean Biomedical and their respective directors, executive officers, other members of management and employees may be deemed participants
in the solicitation of proxies from Aesther’s stockholders with respect to the proposed transaction. Investors and security holders
may obtain more detailed information regarding the names and interests in the proposed transaction of Aesther’s directors and officers
in Aesther’s filings with the SEC, including its most recent Annual Report on Form 10-K, the preliminary proxy statement and the
amendments thereto, and when filed with the SEC, the definitive proxy statement, and other documents filed with the SEC. Such information
with respect to Ocean Biomedical’s directors and executive officers is also included in the preliminary proxy statement (as amended)
and will be included in the definitive proxy statement.
No
Offer or Solicitation
This
filing is not a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction
and will not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities
in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction.
