On September 8, 2022 Aesther Healthcare Acquisition Corp (NASDAQ: AEHA) ("Aesther" or the "Company"), a special purpose acquisition company (SPAC) reported that it has entered into an Agreement and Plan of Merger with Ocean Biomedical, Inc. ("Ocean"), a next-generation biopharma company (Press release, Ocean Biomedical, SEP 8, 2022, View Source [SID1234619324]). The combined company will work to accelerate the development of Ocean Biomedical’s core assets in oncology, fibrosis, and infectious diseases, all based on new target discoveries enabling first-in-class drug and vaccine candidates – developed through past and ongoing grants totaling $123.9 million.
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Aesther reported that it has entered into a Common Stock Purchase Agreement (the "Purchase Agreement") with White Lion Capital LLC, a Nevada limited liability company (the "White Lion Capital"). The Purchase Agreement provides that White Lion Capital is committed to purchase the Company’s Common Stock with an aggregate gross purchase price of up to $75,000,000 from time to time during the commitment period, which starts on the date of the filing of the initial registration statement covering the resale of securities issued under the Purchase Agreement, and shall terminate on the twenty-fourth month anniversary of the filing of such initial registration statement and terms as specified in the Purchase Agreement. The Company intends to use the net proceeds from this transaction for the development, working capital, and supporting the operations of Ocean’s assets in oncology, fibrosis, and infectious disease.
Under the Purchase Agreement, on any trading day selected by the Company, the Company has the right, but not the obligation, to present White Lion Capital with a purchase notice, directing White Lion Capital (as principal) to purchase up to a certain amount shares of the Company’s Common Stock ("Purchase Notice") at a certain price as defined in the Purchase Agreement. The number of shares sold pursuant to any such Purchase Notice may not exceed (i) $2,000,000, divided by the closing price of Common Stock on Nasdaq preceding the Purchase Notice date and (ii) a number of shares of the Company’s Common Stock equal to the five-day average daily trading volume multiplied by sixty-seven percent (67%).
White Lion Capital has no right to require any sales by the Company, but is obligated to make purchases from the Company as the Company directs in accordance with the Purchase Agreement. For more details, please refer to the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission on September 8, 2022, at View Source
"Glioblastoma Multiforme is the deadliest form of Brain Cancer, yet the standard of care has not changed for newly diagnosed GBM since 2005. The cost and uncertainty of research for treatment is left for those with exceptional grit and vision, and we hope our capital alongside Ocean Biomedical’s leadership and clinical studies can end the suffering of those closest to us" said Yash Thukral, Founding Partner of White Lion Capital LLC.
Suren Ajjarapu, Chairman and CEO of Aesther, commented, "We are pleased to announce the closing of the purchase agreement with White Lion Capital as it once again demonstrates the strong vote of confidence we are receiving from investors and generating lasting shareholder value."
"Non-small cell lung cancer (NSCLC) is the leading cause of cancer death and second most diagnosed cancer in the US. Glioblastoma multiforme (GBM) is a lethal type of brain tumor that affects approximately 28,000 people in the US, with a median survival time is about 15 months. The closing of the up to $75 million purchase agreement with White Lion Capital will help advance our cancer, fibrosis, and malaria discoveries into their Phase 1 trials, and has the potential to alleviate suffering and save thousands of lives" said Dr. Chirinjeev Kathuria, co-founder and Executive Chairman.