Correspondence 0001493152-23-021386 from Ocean Biomedical, Inc. (OCEA, OCEAW) (CIK 0001869974) (OCEA)
Ocean Biomedical, Inc. (OCEA, OCEAW) (CIK 0001869974)
Date: June 15, 2023 · CIK: 0001869974 · Accession: 0001493152-23-021386
AI Filing Summary & Sentiment
File numbers found in text: 333-271392
Letter
Division of Corporate Finance Office of Life Sciences Attention: Arzhang Navai and Joe McCann Re: Ocean Biomedical, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed June 1, 2023 File No. 333-271392
Dear Mr. Navai and Mr. McCann:
This response letter (this “Response”) is submitted on behalf of Ocean Biomedical, Inc. (the “Company”) in response to the comment that the Company received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) in a letter addressed to Ms. Elizabeth Ng, dated June 12, 2023 (the “Comment Letter”), with respect to the Company’s Amendment No. 1 (“Amendment No. 1”) to its registration statement on Form S-1 (the “Registration Statement”), filed with the SEC on June 1, 2023. The Company is concurrently submitting a second amendment to the Registration Statement (“Amendment No. 2”), which reflects the changes discussed in this Response that the Company made to address the Staff’s comment and other updates.
For reference purposes, the Staff’s comment from the Comment Letter is set forth in bold text below, followed by the Company’s response to the comment. All capitalized terms used but not defined in this Response have the meanings ascribed to them in Amendment No. 2.
The responses below are based on information provided to Dykema Gossett PLLC by the Company.
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.
Response: In response to the Staff’s comment, the Company has revised its disclosures on pages 2, 3, 6, 17, 87, 88, 210, 211, 213, and 222 of Amendment No. 2.
* * *
California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin
U.S. Securities and Exchange Commission
Division of Corporate Finance
June 15, 2023
Page 2
Thank you for your review and consideration of the matters set forth in this Response and in Amendment No. 2. If you have any questions, please contact the undersigned at (414) 488-7333 or KBechen@dykema.com.
Sincerely,
Dykema
Gossett PLLC
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CORRESP
1
filename1.htm
Dykema
Gossett PLLC
111
E. Kilbourn Ave.
Suite
1050
Milwaukee,
WI 53202
www.dykema.com
Tel:
414-488-7300
Kate
Bechen
Direct
Dial: (414) 488-7333
Direct
Fax: (866) 945-9792
Email:
KBechen@dykema.com
June
15, 2023
U.S.
Securities and Exchange Commission
Division of Corporate Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Arzhang Navai and Joe McCann
Re: Ocean
Biomedical, Inc.
Amendment
No. 1 to Registration Statement on Form S-1
Filed
June 1, 2023
File
No. 333-271392
Dear
Mr. Navai and Mr. McCann:
This
response letter (this “Response”) is submitted on behalf of Ocean Biomedical, Inc. (the “Company”)
in response to the comment that the Company received from the staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) in a letter addressed to Ms. Elizabeth Ng, dated June 12,
2023 (the “Comment Letter”), with respect to the Company’s Amendment No. 1 (“Amendment No. 1”)
to its registration statement on Form S-1 (the “Registration Statement”), filed with the SEC on June 1, 2023. The
Company is concurrently submitting a second amendment to the Registration Statement (“Amendment No. 2”), which reflects
the changes discussed in this Response that the Company made to address the Staff’s comment and other updates.
For
reference purposes, the Staff’s comment from the Comment Letter is set forth in bold text below, followed by the Company’s
response to the comment. All capitalized terms used but not defined in this Response have the meanings ascribed to them in Amendment
No. 2.
The
responses below are based on information provided to Dykema Gossett PLLC by the Company.
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.
Response:
In response to the Staff’s comment, the Company has revised its disclosures on pages 2, 3, 6, 17, 87, 88, 210, 211,
213, and 222 of Amendment No. 2.
*
* *
California
| Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin
U.S.
Securities and Exchange Commission
Division of Corporate Finance
June
15, 2023
Page 2
Thank
you for your review and consideration of the matters set forth in this Response and in Amendment No. 2. If you have any questions, please
contact the undersigned at (414) 488-7333 or KBechen@dykema.com.
Sincerely,
Dykema
Gossett PLLC
/s/
Kate Bechen
Kate
Bechen
cc:
Elizabeth
Ng
Chief
Executive Officer
Ocean
Biomedical, Inc.
California
| Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin