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): July 17, 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: None

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 3.01 Notice of Delisting

On July 17, 2025, Ocean Biomedical, Inc. (the “Company”) received the decision of the Nasdaq Listing and Hearing Review Council (the “Listing Council”) pursuant to an appeal by the Company. On April 22, 2025, the Nasdaq Hearings Panel (the “Panel”) issued a decision to delist the Company’s securities from The Nasdaq Stock Market, LLC (the “Exchange” or “Nasdaq”) and suspend trading of the Company’s shares, effective at the opening of business on April 24, 2025. The Company appealed the Panel’s decision to the Listing Council. After considering the written record in this matter, the Listing Council affirms the Panel’s decision to delist the Company from the Nasdaq affirming Nasdaq’s delist decision letter dated April 22, 2025.

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: July 23, 2025

	OCEAN BIOMEDICAL, INC.

	By:	/s/ Chirinjeev Kathuria
		Chirinjeev Kathuria
		Chairman

Ocean Biomedical, Inc. 8-K