Current Report Filing (8-k)
2022年2月15日 - 8:32AM
Edgar (US Regulatory)
0001824884
false
--12-31
00-0000000
0001824884
2022-02-08
2022-02-08
0001824884
ADOC:ClassOrdinaryShares.0001ParValuePerShareMember
2022-02-08
2022-02-08
0001824884
ADOC:RightsExchangeableIntoOnetenthOfOneClassOrdinaryShareMember
2022-02-08
2022-02-08
0001824884
ADOC:WarrantsEachExercisableForOnehalfOfOneClassOrdinaryShareEachWholeWarrantExercisableFor11.50PerShareMember
2022-02-08
2022-02-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
February 14, 2022 (February 8, 2022)
EDOC Acquisition Corp.
(Exact name of registrant as specified in its charter)
Cayman Islands
|
|
001-39689
|
|
N/A
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
7612 Main Street Fishers
Suite 200
Victor, NY 14564
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (585) 678-1198
Not Applicable
(Former name or former address, if changed since
last report)
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))
|
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§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.
Securities registered pursuant
to Section 12(b) of the Act:
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Class A Ordinary Shares, $.0001 par value per share
|
|
ADOC
|
|
The Nasdaq Stock Market LLC
|
Rights, exchangeable into one-tenth of one Class A Ordinary Share
|
|
ADOCR
|
|
The Nasdaq Stock Market LLC
|
Warrants, each exercisable for one-half of one Class A Ordinary Share, each whole Warrant exercisable for $11.50 per share
|
|
ADOCW
|
|
The Nasdaq Stock Market LLC
|
|
Item
|
1.01 Entry into a Material Definitive Agreement.
|
Amendment to Agreement and Plan of Merger
As previously disclosed by
Edoc Acquisition Corp., a Cayman Islands exempted corporation (together with its successors, “Edoc” or “Company”)
in its Current Reports on Form 8-K and Form 8-K/A filed with the Securities and Exchange Commission on February 2, 2022 and February 7,
2022, respectively, on February 2, 2022, Edoc entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with Edoc Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of Edoc (“Merger Sub”), American Physicians
LLC, a Delaware limited liability company, solely in the capacity as the Purchaser Representative thereunder (the “Purchaser
Representative”), Calidi Biotherapeutics, Inc., a Nevada corporation (“Calidi”), and Allan Camaisa solely
in his capacity as the Seller Representative thereunder (the “Seller Representative”), pursuant to which Merger Sub
will merger with and into Calidi, with Calidi continuing as the surviving corporation in the merger.
Effective as of February
8, 2022, Edoc, Merger Sub, the Purchaser Representative, the Seller Representative and Calidi, entered into that certain First Amendment
to Agreement and Plan of Merger (the “Amendment”), pursuant to which the Merger Agreement was amended to extend both
(i) the Due Diligence Period (as defined in the Merger Agreement) and (ii) the due date for the delivery of the Calidi disclosure schedules
to Edoc, from February 8, 2022 to February 18, 2022.
The foregoing description
of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Amendment, which
is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Promissory Note
On
February 13, 2022, the Company issued a promissory note (the “Note”) in the principal amount of up to $750,000 to American
Physicians LLC (the “Sponsor”). The Note was issued in connection with advances the Sponsor has made, and may
make in the future, to the Company for working capital expenses. The Note bears no interest and is due and payable upon the earlier to
occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company
is effective. At the election of the Sponsor, up to $600,000 of the unpaid principal amount of the Note may be converted into units of
the Company, each unit consisting of one Class A ordinary share of the Company, one right exchangeable into one-tenth of one Class A ordinary
share and one warrant exercisable for one-half of one Class A ordinary share of the Company upon the consummation of an initial business
combination (the “Conversion Units”), equal to: (x) the portion of the principal amount of the Note being converted,
divided by (y) $10.00, rounded up to the nearest whole number of units. The Conversion Units are identical to the units issued by the
Company to the Sponsor in a private placement in connection with the Company’s initial public offering. The Conversion Units and
their underlying securities are entitled to the registration rights set forth in the Note.
The
issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933,
as amended.
The
foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is
incorporated herein by reference.
Item 2.03. Creation
of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The
disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth
above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
|
Item
|
5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
|
|
Item
|
5.07 Submission of Matters to a Vote of Security Holders.
|
On February 9, 2022, the Company
held an extraordinary general meeting of shareholders (the “Extension Meeting”) to amend the Company’s amended
and restated memorandum and articles of association (the “Charter Amendment”) to extend the date by which the Company
has to consummate an initial business combination from February 12, 2022 to August 12, 2022 (the “Extension Amendment
Proposal”). There were 11,804,000 ordinary shares of the Company issued and outstanding on January 11, 2022, the record date
for the Extension Meeting. At the Extension Meeting, there were 9,402,084 shares present in person or by proxy, representing approximately
79.7 % of the total shares outstanding as of the record date, which constituted a quorum.
The final voting results for
the Extension Amendment Proposal were as follows:
For
|
|
Against
|
|
Abstain
|
6,951,578
|
|
2,450,506
|
|
0
|
Shareholders
holding 6,326,758 shares of the Company’s ordinary shares exercised their right to redeem such shares for a pro rata portion
of the funds in the Company’s trust account (“Trust Account”). As a result, approximately $64,996,857.71 million
(approximately $10.27 per share) will be removed from the Trust Account to pay such holders.
The
Company filed the Charter Amendment with the Cayman Islands Registrar of Companies on February
11, 2022. A copy of the Company’s Charter Amendment is attached hereto as Exhibit 3.1, and is incorporated by reference.
|
Item
|
9.01 Financial Statements and Exhibits.
|
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.
|
EDOC Acquisition Corp.
|
|
|
|
Date: February 14, 2022
|
By:
|
/s/ Kevin Chen
|
|
|
Name:
|
Kevin Chen
|
|
|
Title:
|
Chief Executive Officer
|
3
Edoc Acquisition (NASDAQ:ADOCU)
過去 株価チャート
から 6 2024 まで 7 2024
Edoc Acquisition (NASDAQ:ADOCU)
過去 株価チャート
から 7 2023 まで 7 2024