UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 28, 2025

OCEAN BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40793

87-1309280

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

55 Claverick St., Room 325

Providence, RI 02903

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (401) 444-7375

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $0.0001 par value	OCEA	The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of common stock at an exercise price of $11.50	OCEAW	The Nasdaq Stock Market LLC
(Title of Each Class)	(Trading Symbol)	(Name of Each Exchange on Which Registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §240.12b-2 of this chapter). Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On March 28, 2025, we held an annual meeting of stockholders (the “Meeting”). The Inspector of Elections determined that there were 59,790,931 represented of the 140,584,743 common shares of the Company at the meeting amounting to 42.530 % of voting shares. At the Meeting, the Company’s stockholders approved the following proposals (with percentages relating to the number of shares voted on each matter):

1. Election of Directors

For

Against

Abstain

Broker Non-Vote

(1) Dr. Chirinjeev Kathuria, M.D.

28,473,831

4,276,790

281,736

26,758,574

(2) Elizabeth Ng, M.D.

30,342,761

2,414,667

274,929

26,758,574

(3) Jonathan Kurtis, M.D., Ph.D

30,625,072

2,125,038

282,247

26,758,574

(4) Michael Peterson

30,520,515

2,210,232

301,610

26,758,574

2. Approval of a. Reverse Split of issued and outstanding shares of common stock approval in a range of 1:2 to 1:250.

For		Against		Abstain
43,708,050		15,757,223		325,658

3. Approval of 2025 Equity Compensation Plan.

For		Against		Abstain		Broker Non-Vote
28,773,654		4,136,878		121,825		26,758,574

4. Ratification of Auditors Berkowitz Pollack & Brandt as our independent registered public accounting firm for the year ending December 31, 2025.

For		Against		Abstain
55,487,338		3,329,999		973,594

5. Approve a non-binding advisory vote regarding the compensation paid to our Named Executive Officers (“Say-On-Pay”)

For		Against		Abstain		Broker Non-Vote
29,233,497		3,583,347		215,513		26,758,574

6. Approve a non-binding advisory vote regarding the frequency of holding our Say-On-Pay vote.

Three Years		Two Years		One Year		Abstain		Broker Non-Vote
27,236,885		3,242,231		1,788,193		765,048		26,758,574

As previously disclosed, at the Meeting, the following directors either determined to not stand for election or resigned: Michelle Berrey (who also resigned as CEO), Jack Elias, Bill Owens, Suren Ajjarapu and Amy Griffith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 1, 2025

	OCEAN BIOMEDICAL, INC.

	By:	/s/ Jolie Kahn
		Jolie Kahn
		Chief Financial Officer

Ocean Biomedical, Inc. 8-K