SEC Comment Letter 0000000000-23-006264 to Ocean Biomedical, Inc. (OCEA, OCEAW) (CIK 0001869974) (OCEA)
Ocean Biomedical, Inc. (OCEA, OCEAW) (CIK 0001869974)
Date: June 12, 2023 · CIK: 0001869974 · Accession: 0000000000-23-006264
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File numbers found in text: 333-271392
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United States securities and exchange commission logo
June 12, 2023
Elizabeth Ng
Chief Executive Officer
Ocean Biomedical, Inc.
55 Claverick St., Room 325
Providence, RI 02903
Re:Ocean Biomedical, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 1, 2023
File No. 333-271392
Dear Elizabeth Ng:
We have reviewed your amended registration statement and have the following
comment. In of our comment, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our May 5, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Selling Securityholders, page 212
1.We note that your revised coverpage discloses that your are registering for resale
14,263,693 outstanding common shares and 12,050,054 common shares
underlying warrants. Please revise the selling securityholder section to reflect all of these
offered shares.
FirstName LastNameElizabeth Ng
Comapany NameOcean Biomedical, Inc.
June 12, 2023 Page 2
FirstName LastName
Elizabeth Ng
Ocean Biomedical, Inc.
June 12, 2023
Page 2
Please contact Arzhang Navai at 202-551-4676 or Joe McCann at 202-551-6262 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Kate Bechen