UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
(Amendment No. )
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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EDOC Acquisition Corp.
(Name of registrant as specified in its
charter)
(Name of person(s) filing proxy statement,
if other than the registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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Edoc Acquisition Corp. Reminds Shareholders
to Vote in Favor of Extension Amendment
NEW YORK, February
7, 2022 /PRNewswire/ — Edoc Acquisition Corp. (Nasdaq: ADOC, ADOCR, and ADOCW) (“Edoc” or the “Company”)
encourages its shareholders to vote in favor of the proposal to amend its charter (the
“Extension Amendment”) to extend the date by which the Company has to complete a business combination from February 12, 2022
to August 12, 2022 (the “Extension”).
An extraordinary
general meeting of the Company’s shareholders (“Special Meeting”) to approve the Extension Amendment will be held
on February 9, 2022 at 10:00 AM, Eastern Time and can be accessed virtually by visiting
https://www.cstproxy.com/edocacquisition/2022.
The
Extension will provide Edoc with additional time to complete the previously announced proposed business combination (the “Transaction”)
with Calidi Biotherapeutics, Inc. (“Calidi”), a clinical-stage biotechnology company that is pioneering the development of
cell-based delivery of oncolytic viruses.
In connection with the
proposed Transaction, Edoc entered into backstop arrangements with certain institutional investors for the purchase of up to 2.2 million
shares of Edoc Class A ordinary shares in connection with Edoc’s shareholder meeting to approve the business combination as well
as the Special Meeting for the Extension, with the actual amount dependent upon the amount of cash available after each such shareholder
meeting after any redemptions.
The Company’s shareholders
of record at the close of business on the record date, January 11, 2022, are entitled to vote the ordinary shares of Edoc owned by them
at the Special Meeting. Every shareholder’s vote is important, regardless of the number of shares held, and the Company requests the prompt
submission of votes. The Company has made arrangements for shareholders to vote online, by telephone, or by mail, simply by following
the instructions on their provided proxy card.
If
shareholders have any questions or need assistance in identifying the 12-digit meeting control number or any other matter please call
the Company’s proxy solicitor, Advantage Proxy, at (877) 870-8565
(toll free) or by email at ksmith@advantageproxy.com.
Details of Backstop Arrangements
On February 2, 2022,
Edoc entered into certain arrangements with certain institutional investors, pursuant to which such investors have agreed not to redeem
up to 2.2 million Class A ordinary shares that they hold, in the aggregate, in connection with the Extension and Business Combination
and instead will each either hold such shares for a period of time following the consummation of the Business Combination, at which time
they will each have the right to sell them to the combined entity, or will sell such shares on the open market during such time period
at a market price of at least $10.27 per share.
For more information
about the terms of the backstop arrangements and the consideration to be given by the Company and its sponsor to the backstop investors
for supporting the Extension and the Business Combination, please refer to the Current Report on Form 8-K dated February 2, 2022 and Amendment
No. 1 to the Proxy Statement dated February 4, 2022, each as filed by Edoc with the Securities and
Exchange Commission (“SEC”) and available on the SEC’s website at www.sec.gov.
About Edoc
Edoc Acquisition Corp. is a blank check company
organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization,
or other similar business combination with one or more businesses or entities.
About Calidi Biotherapeutics
Calidi Biotherapeutics is a clinical-stage immuno-oncology
company with proprietary technology that is revolutionizing the effective delivery and potentiation of oncolytic viruses for targeted
therapy against difficult-to-treat cancers. Calidi Biotherapeutics is advancing a potent allogeneic stem cell and oncolytic virus combination
for use in multiple oncology indications. Calidi’s off-the-shelf, universal cell-based delivery platforms are designed to protect,
amplify, and potentiate oncolytic viruses currently in development leading to enhanced efficacy and improved patient safety. Calidi Biotherapeutics
is headquartered in La Jolla, California. For more information, please visit calidibio.com.
Forward Looking Statements
This press release contains forward-looking
statements for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of
1995. Terms such as “anticipates,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,”
“predicts,” “project,” “should,” “would” as well as similar terms, are forward-looking
in nature. The forward-looking statements contained in this discussion are based on the Calidi’s current expectations and beliefs
concerning future developments and their potential effects. There can be no assurance that future developments affecting Calidi will be
those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Calidi’s
control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied
by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but
are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations
and any subsequent definitive agreements with respect to the Business Combination; the outcome of any legal proceedings that may be instituted
against Edoc, Calidi, the combined company or others following the announcement of the Business Combination, the private placement financing
proposed to be consummated concurrently with the Business Combination (the “PIPE”), and any definitive agreements with respect
thereto; the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of Edoc, the possibility
that due diligence completed following execution of the principal definitive transaction documents for the Business Combination and PIPE
will not be satisfactorily concluded, the inability to complete the PIPE or other financing needed to complete the Business Combination,
or to satisfy other conditions to closing; changes to the proposed structure of the Business Combination that may be required or appropriate
as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; the ability
to meet stock exchange listing standards following the consummation of the Business Combination; the risk that the Business Combination
disrupts current plans and operations of Calidi as a result of the announcement and consummation of the Business Combination; the ability
to recognize the anticipated benefits of the Business Combination or to realize estimated pro forma results and underlying assumptions,
including with respect to estimated shareholder redemptions; costs related to the Business Combination; changes in applicable laws or
regulations; the evolution of the markets in which Calidi competes; the inability of Calidi to defend its intellectual property and satisfy
regulatory requirements; the ability to implement business plans, forecasts, and other expectations after the completion of the proposed
Business Combination, and identify and realize additional opportunities; the risk of downturns and a changing regulatory landscape in
the highly competitive pharmaceutical industry; the impact of the COVID-19 pandemic on Edoc’s business; and other risks and uncertainties
set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in
Edoc’s final prospectus dated November 12, 2020 and Annual Report on Form 10-K for the year ended December 31, 2020, as filed
with the SEC on May 25, 2021 and as amended on January 14, 2022 risks and uncertainties indicated in the Registration Statement
and the definitive proxy statement to be delivered to Edoc’s shareholders, including those set forth under “Risk Factors”
therein, and other documents filed to be filed with the SEC by Edoc.
Additional Information and Where to Find It
Edoc intends to file with the SEC a registration
statement on Form S-4 (as may be amended from time to time, the “Registration Statement”), which will include
a preliminary proxy statement of Edoc, and a prospectus in connection with the proposed business combination transaction (the “Business
Combination”) involving Edoc and Calidi. The definitive proxy statement and other relevant documents will be mailed to Edoc
shareholders as of a record date to be established for voting on the Business Combination. Edoc securityholders and other interested persons
are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus
in connection with Edoc’s solicitation of proxies for the special meetings to be held to approve the Business Combination because
these documents will contain important information about Edoc, Calidi, and the Business Combination. Edoc securityholders and other interested
persons will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, once available,
on the SEC’s website at www.sec.gov or by directing a request to Edoc by contacting its Chief Executive Officer, Kevin Chen, c/o
Edoc Acquisition Corp., 7612 Main Street Fishers, Suite 200, Victor, New York 14564, at (585) 678-1198.
Participants in the Solicitation
Edoc and Calidi and their respective directors
and officers and other members of management and employees may be deemed participants in the solicitation of proxies in connection with
the proposed business combination. Edoc shareholders and other interested persons may obtain, without charge, more detailed information
regarding directors and officers of Edoc in Edoc’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed
with the SEC on May 25, 2021 and as amended on January 14, 2022. Information regarding the persons who may, under SEC rules,
be deemed participants in the solicitation of proxies from Edoc’s shareholders in connection with the proposed business combination
will be included in the definitive proxy statement/prospectus that Edoc intends to file with the SEC.
No Offer or Solicitation
This press release will not constitute a
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination. This
press release will also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be
any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus
meeting the requirements of section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Contact:
Edoc Acquisition Corp.
7612 Main Street Fishers
Suite 200
Victor, NY 14564
Attention: Kevin Chen
2
Edoc Acquisition (NASDAQ:ADOCU)
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Edoc Acquisition (NASDAQ:ADOCU)
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