Ocean Biomedical's Nasdaq delisting becomes final after board declines review

Ocean Biomedical, Inc. (OCEA) said in an 8-K dated August 5, 2025 that Nasdaq will remove its securities from listing. Nasdaq notified the company on July 31, 2025 that the Nasdaq Stock Market LLC board of directors had declined to call for review a May 15, 2025 decision of the Nasdaq Listing and Hearing Review Council in the company's appeal. Under Nasdaq Rule 5820(e)(6), that Listing Council decision is now Nasdaq's final action in the matter.

What happens to the listing

Nasdaq will follow Rule 5830 and SEC Rule 12d2-2 to remove the common stock and the warrants from listing. The cover page of the 8-K marks both listings as currently suspended. The warrants are each exercisable for one share at $11.50. The filing gives no date for the removal. The 8-K describes no further appeal step after the Listing Council decision, which is now final.

The 8-K does not say what deficiency started the delisting process, or what the company argued in its appeal. Readers can only see the final step, not the grounds.

The officer departure

Jolie Kahn resigned as chief financial officer on August 5, 2025. The 8-K says her resignation was not the result of any disagreement with the company on its operations, policies or practices. The 8-K does not name a successor. Michael Petersen also resigned as a director and from all board committees. The 8-K dates his resignation August 31, 2025, which is later than the filing itself, and says it was not the result of any disagreement over operations, policies or practices. Chirinjeev Kathuria signed the 8-K as chairman.

A licensing company with preclinical programs

The business section of the company's 2024 annual report, filed April 8, 2025, describes Ocean Biomedical as a biopharmaceutical company that licenses inventions from research universities and medical centers. Its active assets are licensed from Brown University and Rhode Island Hospital.

The report says the pipeline "consists of preclinical programs." The company expects to move some oncology, fibrosis or infectious disease candidates into the clinic within 12 to 18 months. Its oncology program rests on research by scientific co-founder Jack A. Elias, M.D., into a protein called Chi3L1. The report cites animal models of lung cancer and glioblastoma, where inhibiting the protein reduced tumors. The evidence the report cites for the oncology program comes from those animal models.

The 8-K says the company "continues to work to implement" previously announced power and cryptocurrency strategies. It does not describe either one.

The company became public in February 2023 through a business combination with Aesther Healthcare Acquisition Corp., a blank-check company that completed its initial public offering in September 2021. Its shares and warrants began trading on Nasdaq as OCEA and OCEAW on February 15, 2023.

The money

The financial data in the annual report show a net loss of $9.5 million for 2024, against $114.5 million for 2023. Cash used in operations was $4.2 million in 2024, down from $9.4 million the year before. Research and development expense was $26,000 in 2024, against $709,000 in 2023.

The company ended 2024 with cash and cash equivalents of $200,000, compared with $1.0 million at the end of 2023. A quarterly filing puts cash at $800,000 as of March 31, 2025. The 8-K itself gives no cash balance, no financing plan and no update on the company's operating results for 2025.

The 8-K describes no funding plan for the period after the Nasdaq listing ends, and the latest cash figure above is dated March 31, 2025.

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