Exhibit 3.1

CERTIFICATE OF INCORPORATION

OF

OCEAN BIOMEDICAL, INC.

I, the undersigned, for the purpose of creating and organizing a corporation under the provisions of and subject to the requirements of the General Corporation Law of the State of Delaware (the “DGCL”), certify as follows:

ARTICLE I.

NAME

The name of the Corporation is Ocean Biomedical, Inc. (the “Corporation”).

ARTICLE II.

REGISTERED OFFICE AND AGENT

The address of the registered office of the Corporation in the State of Delaware is 1000 North King Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent of the Corporation at such address is Corporation Guarantee and Trust Company.

ARTICLE III.

PURPOSE AND POWERS

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV.

COMMON STOCK

The total number of shares of common stock which the Corporation is authorized to issue is Twelve Million (12,000,000), at a par value of $0.000001 per share.

ARTICLE V.

BOARD OF DIRECTORS

The business and affairs of the Corporation shall be managed by, or under the direction of, a board of directors (“Board of Directors”) as more specifically described in the Bylaws of the Corporation and the stockholders agreement (“Stockholders Agreement”), as may be amended from time to time.

ARTICLE VI.

LIMITATION OF LIABILITY

To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL or any other law of the State of Delaware is amended after approval by the stockholders of this

Article VI to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended. Any repeal or modification of the foregoing provisions of this Article VI by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.

ARTICLE VII.

INDEMNIFICATION

To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Corporation (and any other persons to which DCGL permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of DGCL. Any amendment, repeal or modification of the foregoing provisions of this Article VII shall not (a) adversely affect any right or protection of any director, officer or other agent of the Corporation existing at the time of such amendment, repeal or modification or (b) increase the liability of any director of the Corporation with respect to any acts or omissions of such director, officer or agent occurring prior to, such amendment, repeal or modification.

ARTICLE VIII.

INCORPORATOR

The name and mailing address of the incorporator of the Corporation is Dr. Chirinjeev Kathuria, 19W060 Ave. Latour Oak Brook, IL 60523. The powers of the incorporator shall terminate upon the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware.

*     *     *     *

I, the undersigned, being the incorporator, for the purpose of forming a corporation pursuant to the DGCL, do make this Certificate of Incorporation, hereby acknowledging, declaring, and certifying that the foregoing Certificate of Incorporation is my act and deed and that the facts herein stated are true, and have accordingly hereunto set my hand this 2^nd day of January, 2019.

INCORPORATOR:

/s/ Dr. Chirinjeev Kathuria

Name: Dr. Chirinjeev Kathuria