OCEANTECH ACQUISITIONS I CORP. Item 1.01. Entry into a Material Definitive Agreement.
This section describes the material provisions of the Merger Agreement (as
defined below) but does not purport to describe all of the terms thereof. The
following summary and description of the Merger Agreement is qualified in its
entirety by reference to the complete text of the Merger Agreement, a copy of
which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Stockholders of
Merger Agreement
On
Structure of the Proposed Transaction
? At the Effective Time, and subject to and upon the terms and conditions of the
Merger Agreement, and in accordance with the applicable provisions of the
Israeli Companies Law, the Parties will effect the Merger, as a result of
which each share of Class A ordinary share, par value NIS 0.01 , of Regentis
("Regentis Ordinary Shares") (other than any share held in treasury or owned
by a subsidiary of Regentis) will automatically be cancelled and cease to
exist in exchange for the right to receive one share of Class A common stock,
par value $0.0001 , of OceanTech ("OceanTech Class A Common Stock").
? Any Convertible Security of Regentis not exercised or converted prior to the
Effective Time, will be cancelled, retired and terminated and cease to
represent a right to acquire, be exchanged for or convert into shares of
Regentis Ordinary Shares.
? At the Effective Time, each option to purchase shares of Regentis Ordinary
Shares that is outstanding under any of the equity incentive plans of
Regentis immediately prior to the Effective Time, whether vested or
unvested, will, automatically and without any required action on the part of
any holder or beneficiary thereof, be assumed by OceanTech and converted
into an option to purchase shares of OceanTech stock.
Merger Consideration
As consideration for the Merger, the holders of Regentis Ordinary Shares as of
immediately prior to the Effective Time will be entitled to receive from
OceanTech, in the aggregate, a number of shares of OceanTech Class A Common
Stock with an aggregate value equal to
Additionally,
Representations and Warranties; Covenants
Pursuant to the Merger Agreement, the Parties made customary representations and
warranties for transactions of this type with respect to, among others, the
following as applicable: (a) organization and standing, (b) authorization and
authority relative to the Merger Agreement, (c) governmental approvals, (d) no
conflicts, (e) capitalization, (f) subsidiaries, (g)
In addition, the Parties agreed to be bound by certain covenants that are customary for transactions of this type, including obligations of the Parties to use commercially reasonable efforts to (a) conduct their respective businesses, in all material respects, in the ordinary course of business, (b) comply with all laws applicable to each Party and their respective businesses, assets and employees, and (c) preserve intact, in all material respects, their respective business organizations. Additionally, the Parties have agreed not to engage in trading on material nonpublic information and to maintain confidentiality, in each case, subject to certain exceptions and qualifications. The Parties have also agreed to customary "no shop" obligations.
Registration Statement and OceanTech Stockholders Meeting
As promptly as practicable, OceanTech shall prepare with the reasonable
assistance of Regentis, and file with the
Mutual Conditions to Closing
Pursuant to the Merger Agreement, the obligations of the Parties to consummate the Proposed Transaction are subject to the satisfaction or waiver of the following conditions:
(a) Approval by OceanTech's stockholders of the Proposed Transaction.
(b) Approval by Regentis' shareholders of the Merger Agreement and the Proposed
Transaction.
(c) Expiration or termination of any waiting period (and any extension thereof)
applicable to the consummation of the Proposed Transaction under any
antitrust laws.
(d) Obtaining all consents required from or made with any governmental authority
in order to consummate the Proposed Transaction.
(e) No governmental authority will have enacted, issued, promulgated, enforced or
entered any law (whether temporary, preliminary or permanent) or order that
is then in effect and which has the effect of making the transactions or
agreements contemplated by the Merger Agreement illegal or which otherwise
prevents or prohibits consummation of the transactions contemplated by the
Merger Agreement.
(f) Election or appointment of the members of the Post-Closing Company Board of
Directors pursuant to the terms set forth in the Merger Agreement.
(g) Effectiveness of the Registration Statement. No stop order or similar order
shall be in effect with respect to the Registration Statement.
(h) Approval, subject to official notice of issuance, of OceanTech's listing
application with Nasdaq in connection with the Proposed Transaction and the
Merger Consideration.
(i) 50 days will have elapsed after the filing of the Merger Proposal with the
Israel Companies Registrar and 30 days will have elapsed after the approval
of the Merger by OceanTech's stockholders at OceanTech stockholders' meeting.
(j) Obtaining a tax ruling confirming the Merger, for Israeli tax purposes, as a
tax free merger pursuant to Section 103(K) of the Israeli Income Tax
Ordinance.
Regentis Conditions to Closing
The obligation of Regentis to consummate the Proposed Transaction will be subject to the satisfaction or written waiver (by Regentis) of the following conditions:
(a) The representations and warranties of OceanTech will be true and correct
subject to the materiality standards contained in the Merger Agreement.
(b) OceanTech will have performed in all material respects all of its obligations
and complied in all material respects with all of its agreements and
covenants under the Merger Agreement.
(c) No Material Adverse Effect will have occurred with respect to OceanTech.
(d) The Available Closing of OceanTech shall be equal to or greater than
(e) OceanTech will have submitted to the
undertaking to be bound by and to comply with the provisions of the
Innovation Law that Purchaser.
(f) OceanTech will have delivered to Regentis the Closing deliverables to be
delivered to Regentis on or prior to the Closing.
OceanTech Conditions to Closing
The obligation of OceanTech to consummate the Proposed Transaction will be subject to the satisfaction or written waiver (by OceanTech) of the following conditions:
(a) The representations and warranties of Regentis will be true and correct
subject to the materiality standards contained in the Merger Agreement.
(b) Regentis will have performed in all material respects all of its obligations
and complied in all material respects with all of its agreements and
covenants under the Merger Agreement.
(c) No Material Adverse Effect will have occurred with respect to the Target
Companies.
(d) Regentis will have delivered to OceanTech the Closing deliverables to be
delivered to OceanTech on or prior to the Closing.
Termination; Fees and Expenses
The Merger Agreement may be terminated under certain circumstances at any time
prior to the Closing, including, among others, (a) by the mutual written consent
of OceanTech and Regentis, (b) if any of the conditions to the Closing have not
been satisfied or waived by
The transaction expenses incurred by the Parties in connection with the Merger
Agreement and the Proposed Transaction, including the fees and disbursements of
counsel, financial advisors and accountants, shall be paid by OceanTech;
provided, that if (a) the OceanTech's transaction expenses exceed
Potential Financing Agreements
OceanTech and Regentis may enter into subscription agreements with investors to
purchase, in one or more private placements, Regentis Ordinary Shares and/or
OceanTech Class A Common Stock, in each instance, to be consummated immediately
prior to the date the Closing is held (the "Closing Date"), subject to the
condition that the Closing occurs (a "
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The Merger Agreement provides investors with information regarding its terms and is not intended to provide any other factual information about the Parties. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement were made as of the execution date of the Merger Agreement only and are qualified by information in confidential disclosure schedules provided by the Parties in connection with the signing of the Merger Agreement. These disclosure schedules contain information that modifies, qualifies, and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, . . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
2.1* Agreement and Plan of Merger, dated as ofMay 2, 2023 , by and amongOceanTech Acquisitions I Corp. ,Regentis Biomaterials Ltd. , andR.B. Merger Sub Ltd. 10.1 Voting Agreement, dated as ofMay 2, 2023 , by and amongOceanTech Acquisitions I Corp. ,Regentis Biomaterials Ltd. and certain shareholders of Regentis party thereto. 10.2 Sponsor Support Agreement, dated as ofMay 2, 2023 , by and amongOceanTech Acquisitions I Corp. ,Regentis Biomaterials Ltd. ,Aspire Acquisition LLC and certain individuals party thereto. 10.3 Form of Lock-Up Agreement, by and amongOceanTech Acquisitions I Corp. ,Regentis Biomaterials Ltd. and certain shareholders of Regentis party thereto. 10.4 Form of Registration Rights Agreement, by and amongOceanTech Acquisitions I Corp. ,Aspire Acquisition LLC , and certain holders of OceanTech securities. 104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)
* Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). OceanTech agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the
request.
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