Captura Biopharma, LLC entered into a definitive business combination agreement to acquire OceanTech Acquisitions I Corp. (NasdaqCM:OTEC) from OceanTech Acquisitions I Sponsors LLC, Hudson Bay Capital Management LP, Saba Capital Management, L.P., Weiss Asset Management LP and others for approximately $250 million in a reverse merger transaction on August 10, 2022. As consideration for the merger, Captura Biopharma shall be entitled to receive in the aggregate, a number of shares of OceanTech Class A Common Stock with an aggregate value equal to $120 million minus the amount of any outstanding indebtedness (minus cash held by Captura) of Captura and its consolidated subsidiaries at Closing. Certain outstanding options and warrants exercisable into shares of Captura common stock will be assumed by OceanTech and replaced with options and warrants exercisable into shares of OceanTech Class A Common Stock. In addition, subject to certain adjustments, Captura shall also be entitled to receive from OceanTech, in the aggregate, an additional 2 million shares of OceanTech Class A Common Stock in the event that Captura obtains United States Food and Drug Administration (“ FDA ”) approval of C2E2 (the radionuclide decorporation agent under development and commercialization by Captura) on or before March 31, 2024; 1 million shares of OceanTech Class A Common Stock in the event that Captura obtains FDA approval of C2E2 after March 31, 2024 but on or before September 30, 2024; 3.5 million shares of OceanTech Class A Common Stock if Captura's 2024 EBITDA equals or exceeds $32.074 million; a number of shares of OceanTech Class A Common Stock equal to 2.8 million multiplied by the 2024 EBITDA divided by $32.074 million, if Captura's 2024 EBITDA exceeds $25.66 million but is less than $32.074 million; 3.5 million shares of OceanTech Class A Common Stock if Captura's 2025 EBITDA equals or exceeds $105.334 million; a number of shares of OceanTech Class A Common Stock equal to 2.8 million multiplied by the 2025 EBITDA divided by $105.334 million, if Captura's 2025 EBITDA exceeds $84.267 million but is less than $105.334 million; 3.5 million shares of OceanTech Class A Common Stock if Captura's 2026 EBITDA equals or exceeds $131.872 million; and a number of shares of OceanTech Class A Common Stock equal to 2.8 million multiplied by Captura's 2026 EBITDA divided by $131.872 million, if Captura's 2026 EBITDA exceeds $105.497 million but is less than $131.872 million. The Combined Company would have an approximate post-transaction equity market capitalization of $224.3 million assuming a $10.00 per share price and no redemptions by OceanTech stockholders. Upon closing of the transaction, OceanTech will be renamed Captura Biopharma Holdings, Inc. (the “Combined Company”), and it expects to remain listed on The Nasdaq Stock Market LLC.

The transaction is subject to review and approval by the U.S. Securities and Exchange Commission (“SEC”) of the registration statement on Form S-4 (the “Registration Statement”) to be filed with the SEC, regulatory and stockholders' approval of both entity, OceanTech having at least $5,000,001 in tangible net assets upon the Closing, ancillary agreements, any waiting period applicable to the consummation of this Agreement under any Antitrust Laws shall have expired or been terminated, appointment to the Board, Nasdaq listing, minimum cash condition and other customary closing conditions. The business combination has been approved by the boards of directors of both OceanTech and Captura Biopharma. The transaction is expected to close in the fourth quarter of 2022.

Andrew M. Tucker of Nelson Mullins Riley & Scarborough LLP acted as legal advisor to OceanTech and OceanTech Acquisitions I Sponsors LLC. Barry I. Grossman of Ellenoff Grossman & Schole LLP acted as legal advisor to Captura Biopharma. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to OceanTech. OTEC engaged Laurel Hill Advisory Group, LLC (the “Proxy Solicitor”) to assist in the solicitation of proxies for the Special Meeting. OTEC agreed to pay the Proxy Solicitor a fee of $16,000 (plus reimbursement of any additional expenses subject to a cap of $25,000).

Captura Biopharma, LLC cancelled the acquisition of OceanTech Acquisitions I Corp. (NasdaqCM:OTEC) from OceanTech Acquisitions I Sponsors LLC, Hudson Bay Capital Management LP, Saba Capital Management, L.P., Weiss Asset Management LP and others in a reverse merger transaction on October 13, 2022. Agreement has been terminated by mutual agreement of all relevant parties.