OCEA Ocean Biomedical Inc

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on May 15, 2023, Ocean Biomedical, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with an accredited investor (the “Investor” and, together with the Company, the “Parties”) for the sale of up to $27,000,000 in an aggregate principal amount of Senior Secured Convertible Notes (each, a “Note” and collectively, the “Notes”) issuable in three tranches, which Notes are convertible into shares of the Company’s common stock, $0.0001 par value per share, in a private placement. The Company consummated the closing of the first tranche for the sale of $7,560,000 in aggregate principal amount of Notes on May 25, 2023.

On May 25, 2023, the Parties entered into Amendment No. 1 to Securities Purchase Agreement (the “Amendment”). The Amendment changed two provisions in the SPA and amended and restated the Disclosure Schedules attached to the SPA.

The Amendment added the definition of “all the Registrable Securities” to Section 1(b)(ii)(3) of the SPA. “All the Registrable Securities” means “100% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that the Notes are convertible at the Floor Price (as defined in the Notes) as of such time of determination, (y) interest on the Notes shall accrue through the first anniversary of the Initial Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Floor Price as of such time of determination and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (assuming the issuance of each of the Additional Notes issuable hereunder and without taking into account any limitations on the exercise of the Warrants set forth therein).”

The amendment also amended and restated Section 7(b)(xxii) of the SPA as follows: “No Equity Conditions Failure (as defined in the Initial Notes) then exists (assuming for such purposes, as applicable, that such applicable Additional Closing shall have occurred immediately prior to such time of determination).”

The Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibit.

All capitalized terms used above in this Current Report on Form 8-K and not otherwise defined herein have the meanings ascribed to such terms in the SPA, Amendment, and related transaction documents, as applicable.