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SEC filing of the week: Ocean Biomedical expands into energy, digital assets; delisted from Nasdaq

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PBN Staff

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04/25/2025

OCEAN BIOMEDICAL Inc. is expanding into the energy and digital-asset sectors while announcing it has been delisted on the Nasdaq exchange and a founding member has resigned from its board of directors, according to its filing with the U.S. Securities and Exchange Commission on April 22.

PROVIDENCE – Ocean Biomedical Inc. is expanding into the energy and digital-asset sectors while announcing it has been delisted on the Nasdaq Stock Market and a founding member has resigned from its board of directors, according to a U.S. Securities and Exchange Commission filing on April 22. The biopharmaceutical company that was a Brown University spinoff said

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PROVIDENCE – Ocean Biomedical Inc. is expanding into the energy and digital-asset sectors while announcing it has been delisted on the Nasdaq Stock Market and a founding member has resigned from its board of directors, according to a U.S. Securities and Exchange Commission filing on April 22. The biopharmaceutical company that was a Brown University spinoff said in the filing that the expansion of its operations will include power-infrastructure development and a cryptocurrency treasury strategy, including blockchain tokens Bitcoin and Solana. The move comes as part of a plan to strengthen the company’s financial foundation and enhance long-term value creation for shareholders. “While we remain deeply committed to advancing our scientific pipeline, we recognize the need to build stable and recurring cash flow to sustain and accelerate our biopharma mission,” said Chirinjeev Kathuria, chairman of Ocean Biomedical. “The global demand for energy – driven by [artificial intelligence], data centers, and digital infrastructure – is unprecedented, and cryptocurrencies have emerged as powerful stores of value with institutional and governmental recognition. These sectors represent meaningful growth vectors and give us the ability to fund our innovations with greater independence and resilience.” On April 8, Ocean Biomedical stated in its annual report that it ended 2024 with a loss of $9.4 million compared with the $114.4 million deficit posted the year prior. The company added in its filing that it has not generated any revenue since its inception in 2019. The company said it does not expect to generate revenue from the sale of products in the foreseeable future, according to the annual report. “If the company’s development efforts for its product candidates are successful and result in regulatory approval, or license agreements with third parties, the company may generate revenue in the future from product sales,” Ocean Biomedical said in its filing. “However, there can be no assurance as to when revenue will be generated, if at all.” The company was founded by Dr. Jack Elias, former dean of Brown’s Warren Alpert Medical School; Dr. Jake Kurtis, chairman of pathology and laboratory medicine at Brown; and Kathuria. Ocean Biomedical, which went public in February 2023, describes itself as a “medical research innovation incubator,” dedicated to advancing innovative treatments for cancer, infectious diseases and fibrosis. On March 28, five of nine Ocean Biomedical’s board of directors stepped down, including CEO Michelle Berrey, former Colorado Gov. William Owens, entrepreneur Suren Ajjarpum, Amy Griffith. Elias also did not seek reelection at the meeting. According to the company’s filing with the SEC on April 1, former CEO Elizabeth Ng, Michael Peterson, Kathuria and Kurtis were each elected to the board of directors. However, in its filing with the U.S. Securities and Exchange Commission on April 22, Jake Kurtis notified the company of his immediate resignation to pursue other interests. Kathuria was listed as the director and chairman of the board on the company’s annual statement. Also on April 22, Ocean Biomedical said it has been delisted on Nasdaq in its filing with the U.S. Securities and Exchange Commission. The company said it plans to appeal within 15 days. Ocean Biomedical has been struggling to maintain its Nasdaq listing since last year, when it received several notices about potential delisting after failing to file quarterly and other required financial reports to the SEC. On March 14, the company received another notice from Nasdaq that determined its securities had a closing bid price of $0.10 or less for 10 consecutive trading days, which violates Nasdaq’s “Low Priced Stocks Rule.” That matter serves as an additional basis for delisting Ocean Biomedical securities from the Nasdaq Stock Market. On March 26, Ocean Biomedical, which currently has a market capitalization of $6.83 million, made a permanent reduction to the conversion price on a portion of its debt. The company announced that it lowered the conversion price of $400,000 worth of promissory notes from $1.50 to $0.01 per share. This adjustment was made to meet the terms outlined in a 2023 financing agreement. In November 2023, Ocean Biomedical, working with joint venture partner Virion Therapeutics LLC, announced “highly compelling” preclinical data in research to develop new therapies for cancer and chronic diseases.