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): May 24, 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
7.01 Regulation FD Disclosure.
As
previously disclosed, on February 2, 2022, Edoc Acquisition Corp., a Cayman Islands exempted corporation (together with its successors,
“Edoc”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Edoc Merger
Sub Inc., a Nevada corporation and newly formed wholly-owned subsidiary of Edoc (“Merger Sub”), American Physicians
LLC, a Delaware limited liability company, solely in the capacity as the representative from and after the effective time of the Merger
(as defined below) (the “Effective Time”) for the shareholders of Edoc, Calidi Biotherapeutics, Inc., a Nevada corporation
(“Calidi”), and Allan Camaisa solely in his capacity as the representative from and after the Effective Time for Calidi’s
stockholders. Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, upon the consummation of the transactions
contemplated by the Merger Agreement, Merger Sub will merge with and into Calidi (the “Merger” and, together with
the other transactions contemplated by the Merger Agreement, the “Business Combination”).
On
May 24, 2022, Calidi issued a press release (the “Press Release”) announcing that the U.S. Patent and Trademark Office
has granted Calidi a new patent related to its proprietary SuperNova technology platform.
Furnished
as Exhibit 99.2 hereto is the investor presentation (the "Investor Presentation") that will be used by Calidi in connection with
the Business Combination.
A
copy of the Press Release and the Investor Presentation are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current
Report on Form 8-K. The Press Release and Investor Presentation are intended to be furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional
Information and Where to Find It
This
8-K relates to a proposed business combination between Edoc Acquisition Corp. a Cayman Islands exempted company, EDOC Merger Sub Inc.,
a Nevada corporation and Calidi Biotherapeutics, Inc., a Nevada corporation . A full description of the terms and conditions Agreement
and Plan of Merger constituting the business combination is provided in the registration statement on Form S-4 filed with the U.S. Securities
and Exchange Commission (SEC) by Edoc Acquisition Corp., that includes a prospectus with respect to the securities to be issued in connection
with the merger, and information with respect to an extraordinary meeting of Edoc Acquisition Corp. shareholders to vote on the merger
and related transactions. Edoc Acquisition Corp. and Calidi Biotherapeutics, Inc. urges its investors, shareholders and other interested
persons to read the proxy statement and prospectus as well as other documents filed with the SEC because these documents will contain
important information about Calidi Biotherapeutics, Inc., Edoc Acquisition Corp., and the business combination transaction. After the
registration statement is declared effective, the definitive proxy statement and prospectus to be included in the registration statement
will be distributed to shareholders of Edoc Acquisition Corp. and Calidi Biotherapeutics, Inc., as of a record date to be established
for voting on the proposed merger and related transactions. Shareholders may obtain a copy of the Form S-4 registration statement, including
the proxy statement and prospectus, and other documents filed with the SEC without charge, by directing a request to: Edoc Acquisition
Corp. at 7612 Main Street Fishers, Suite 200, Victor, New York 14564. The preliminary and definitive proxy statement and prospectus included
in the registration statement can also be obtained, without charge, at the SEC’s website (www.sec.gov).
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 “Business Combination”) with Edoc Acquisition Corp. (“Edoc”); 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 preliminary
prospectus dated March 16, 2022, in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission (“SEC”)
on March 16, 2022.
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
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibit is filed herewith:
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.
Dated:
May 24, 2022
|
EDOC ACQUISITION
CORP. |
|
|
|
|
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