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): March 16, 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)) |
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 |
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.
Item
1.01 Entry into a Material Definitive Agreement.
Amendment
to Securities Purchase Agreement
As previously disclosed by Edoc
Acquisition Corp., a Cayman Islands exempted corporation (together with its successors, “Edoc,” “Company,” “we,”
“us” or “our”), in its Current Report on Form 8-K filed with the Securities and Exchange Commission on February
2, 2022, Edoc entered into a Securities Purchase Agreement (the “SPA”) with a PIPE Investor for the purchase and sale of 20,000
shares of Edoc’s Series A Convertible Preferred Stock for $1,000 per share for an aggregate purchase price of $20 million and 500,000
shares of Edoc’s Common Stock for an aggregate purchase price of $5 million in connection with Edoc’s continuation out of
the Cayman Islands and into the State of Delaware (the “Domestication”) and concurrently with the closing of Edoc’s
proposed business combination (the “Business Combination”) with Calidi Biotherapeutics, Inc., a Nevada corporation (“Calidi”).
Defined terms not defined herein shall have the meaning ascribed to them in the SPA.
On March 16, 2022, Edoc, Calidi
and the PIPE Investor amended Sections 4(aa)(xii) and 5(e) of the SPA, Section 4(c)(ii) of the Certificate of Designation, and Section
1(c) of the Warrant to clarify that (i) so long as the Company has provided notice to the PIPE Investor that the then effective Registration
Statement covering the applicable resale of the Conversion Shares, Common Shares and/or Warrant Shares is not available in accordance
with the requirements of the Registration Rights Agreement (at a time when such Registration Statement is not available for such applicable
securities), then damages with respect to any such “Notice Failure” (as used in such sections) with respect thereto shall
cease to accrue with respect to such Registration Statement as of the time of such notice; provided that, thereafter, if a registration
statement becomes available and later unavailable, the Company shall be required to provide an additional notice for damages with respect
to such “Notice Failure” to cease to accrue with respect thereto and (ii) the reference to 2% in Section 4(c)(ii) in the form
of Certificate of Designation shall be replaced with 1%.
In addition, the amendment
provides that so long as the PIPE Investor has the unconditional right to terminate the SPA, the Company may introduce to the PIPE Investor
other investors who may be interested in co-investing with the PIPE Investor as additional PIPE Investors on terms no less favorable than
the terms set forth in the SPA. Any such co-investor would be added to the SPA only by an amendment mutually acceptable to the PIPE Investor,
the Company, and Calidi.
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 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Common Stock Purchase Agreement
On March
16, 2022, Edoc entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the
“Common Stock Investor”).
Pursuant
to the Purchase Agreement, we will have the right, but not the obligation, to sell to the Common Stock Investor up to $75,000,000 in shares
of our Common Stock (the “Total Commitment”), subject to certain limitations and conditions to closing set forth in the Purchase
Agreement, including, but not limited to, the consummation of the Business Combination and the Domestication, the approval by Edoc’s
shareholders of the issuance of the shares of Common Stock under the Purchase Agreement and the Company and the Common Stock Investor
entering into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company will agree
to file a registration statement with the SEC to register under the Securities Act of 1933, as amended, the resale by the Common Stock
Investor of the shares of Common Stock that we may issue to the Common Stock Investor under the Purchase Agreement.
We do not have the right to commence
any sales of our Common Stock to the Common Stock Investor under the Purchase Agreement until the Commencement, which is the time when
all of the conditions to our right to commence sales of our Common Stock to the Common Stock Investor set forth in the Purchase Agreement
have been satisfied, including the closing conditions described above and that the registration statement required pursuant to the Registration
Rights Agreement has been declared effective by the SEC. From and after the Commencement, the Company will control the timing and amount
of any sales of our Common Stock to the Common Stock Investor, subject to certain conditions and the volume and beneficial ownership limitations
described in further detail below. Actual sales of shares of our Common Stock to the Common Stock Investor under the Purchase Agreement
will depend on a variety of factors to be determined by us from time to time, including, among others, market conditions, the trading
price of our Common Stock and determinations by us as to the appropriate sources of funding for our company and our operations.
The purchase
price of the shares of Common Stock that we elect to sell to the Common Stock Investor (a “VWAP Purchase”) under the Purchase
Agreement will be determined by reference to the lowest daily volume weighted average price (“VWAP”) of the Common Stock during
the three (3) consecutive trading days beginning on the applicable VWAP Purchase Exercise Date for such VWAP Purchase, multiplied by 0.960.
There is no upper limit on the price per share that the Common Stock Investor could be obligated to pay for the Common Stock under the
Purchase Agreement. For each VWAP Purchase, we would be limited to a number of shares of Common Stock equal to the lesser of (i) the product
obtained by multiplying (A) the average daily trading volume in the Common Stock on the Nasdaq Capital Market (or any nationally recognized
successor thereto and collectively, the “Nasdaq”)) during the five (5) Trading Days immediately preceding the applicable VWAP
Purchase Exercise Date for such VWAP Purchase and (B) 0.30, and (ii) the quotient obtained by dividing (A) $10,000,000 by (B) the VWAP
of the Common Stock on the Nasdaq on the trading day immediately preceding the applicable VWAP Purchase Exercise Date, as defined in the
Purchase Agreement, for such VWAP Purchase.
The Purchase
Agreement also prohibits us from directing the Common Stock Investor to purchase any shares of our Common Stock if those shares, when
aggregated with all other shares of our Common Stock then beneficially owned by the Common Stock Investor (as calculated pursuant to Section 13(d)
of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder), would result in the Common Stock Investor beneficially
owning more than 4.99% of the outstanding shares of Common Stock (the “Beneficial Ownership Cap”); provided, that, the Common
Stock Investor may, in its sole discretion, elect to increase the Beneficial Ownership Cap to permit it to beneficially own up to 9.99%
of the outstanding shares of Common Stock.
Because
the purchase price per share to be paid by the Common Stock Investor for the shares of Common Stock that we may elect to sell to the Common
Stock Investor under the Purchase Agreement, if any, will fluctuate based on the market prices of our Common Stock , as of the date of
this report it is not possible for us to predict the number of shares of Common Stock that we will sell to the Common Stock Investor under
the Purchase Agreement, the actual purchase price per share to be paid by the Common Stock Investor for those shares, or the actual gross
proceeds to be raised by us from those sales, if any. Furthermore, as consideration for the Common Stock Investor’s commitment to
purchase shares of Common Stock upon the terms of and subject to satisfaction of the conditions set forth in the Purchase Agreement, we
are obligated to issue 150,000 Commitment Shares to the Common Stock Investor upon the closing under the Purchase Agreement.
The Purchase Agreement contains
customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and
covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for
the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.
The
Company has the right to terminate the Purchase Agreement at any time after Commencement, at no cost or penalty, subject to certain conditions
and the survival of certain provisions of the Purchase Agreement and the Registration Rights Agreement. The Purchase Agreement will automatically
terminate upon the earlier to occur of the first day of the month following the 36-month anniversary of the closing date, the
date on which the Common Stock Investor shall have purchased the Total Commitment, the date on which the Common Stock shall have failed
to be listed or quoted on any eligible market, in the event of certain bankruptcy proceedings by or against the Company, and the termination
of the merger agreement related to the Business Combination. In addition, the Common Stock Investor may terminate the Purchase Agreement
under certain circumstances, including (i) at any time prior to the closing date under the Purchase Agreement, (ii) upon the occurrence
of an event constituting a material adverse effect (as defined in the Purchase Agreement), (iii) upon the occurrence of a change of control
transaction (other than the Business Combination), (iv) upon the failure by the Company to file the Registration Statement by the
applicable deadline set forth in the Registration Rights Agreement, (v) the lapse of the effectiveness, or unavailability of, the
Registration Statement for a period of 30 consecutive trading days or for more than an aggregate of 120 trading days in any 365-day period,
(vi) the suspension of trading of the Common Stock for a period of three consecutive trading days, or (vii) the material breach
of the Purchase Agreement by the Company, which breach is not cured within the applicable cure period.
Additional
Information and Where to Find It
Edoc
intends to file with the U.S. Securities and Exchange Commission (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
and a prospectus of Edoc, and certain related documents, in connection with a meeting of stockholders to approve the proposed business
combination transaction (the “Business Combination”) involving Edoc and Calidi and related matters. 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 urged to read, when available, the Registration Statement,
preliminary proxy statement/prospectus, and any amendments thereto, and all other relevant documents filed or that will be filed with
the SEC in connection with the proposed Business Combination as they become available, because they contain important information about
Edoc, Calidi, and the Business Combination. Investors, securityholders and other interested persons will also be able to obtain copies
of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC
by Edoc, once such documents are filed, free of charge, on the SEC’s website at www.sec.gov or by directing a request to: Edoc
Acquisition Corp., 7612 Main Street Fishers, Suite 200, Victor, NY 14564, Attention: Kevin Chen.
Forward-Looking
Statements
This
Current Report on Form 8-K 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 the 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 transactions 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 Calidi 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, 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 or to be filed with the SEC by Edoc.
Should
one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking
statements. Neither Edoc nor Calidi is undertaking any obligation to provide any additional information or to update or revise any forward-looking
statements whether as a result of new information, future events or otherwise except as required by law or applicable regulation. You
should not take any statement regarding past trends, activities or performance as a representation that the trends, activities or performance
will continue in the future. Accordingly, you should not put undue reliance on these statements.
Solicitation
Participants
Edoc
and Calidi, and certain of their respective directors and officer, under SEC rules, may be deemed to be participants in the eventual
solicitation of proxies of Edoc’s shareholders in connection with the proposed Business Combination. Prospective investors and
securityholders may obtain more detailed information regarding the names and interest in the proposed transaction of such individuals
in Edoc’s filings with the SEC, and such information will also be contained in the proxy statement/prospectus when available. You
may obtain free copies of these documents from the sources indicated above.
No
Offer or Solicitation
This
Current Report on Form 8-K does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any
securities or in respect of the proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation
to buy any security of Calidi, Edoc or any of their respective affiliates. There shall not be any sale of any securities in any state
or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the laws of
such other jurisdiction. No offering of securities shall be made except by means of prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended, or an exemption therefrom.
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 with respect to the issuance of Edoc’s common stock pursuant to
the Purchase Agreement is incorporated by reference herein. The common stock issuable pursuant to the Purchase Agreement will not be registered
under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided
by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
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:
March 16, 2022 |
By: |
/s/
Kevin Chen |
|
|
Name: |
Kevin
Chen |
|
|
Title: |
Chief
Executive Officer |
4
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