Filed by Calidi Biotherapeutics, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Form S-4 File No. 333-263628
Subject Company: Edoc Acquisition Corp.
(Commission File No. 001-39689)
Calidi Biotherapeutics Announces Appointment of
W.K. Alfred Yung, M.D., to its Medical Advisory Board
LA JOLLA, Calif. – June 28, 2022 –
Calidi Biotherapeutics, Inc., a clinical-stage biotechnology company that is pioneering the development of stem cell-based delivery of
oncolytic viruses, today announced the appointment of W.K. Alfred Yung, M.D., Professor, Neuro-Oncology at the MD Anderson Cancer Center,
to its Medical Advisory Board.
“We are inspired by clinician-scientists
like Dr. Yung who have dedicated their careers to advancing care for patients with deadly cancers, such as glioblastoma, for which there
are few effective treatments,” said Allan J. Camaisa, Chief Executive Officer and Chairman of Calidi. “As clinical trials
studying the safety and efficacy of Calidi’s oncolytic virus-based therapies progress, the expertise of seasoned clinicians like
Dr. Yung will help us further our understanding of the benefits of these drugs to patients.”
Dr. Yung is a fixture in the treatment of brain
cancers with extensive experience studying glioblastoma, the deadliest form of brain cancer. He built the neuro-oncology department at
MD Anderson Cancer Center, served as co-chair of the National Cancer Institute Brain Malignancy Steering Committee, and advised President
Biden’s Cancer Moonshot Initiative. Dr. Yung has published more than 350 peer-reviewed articles and served as the editor-in-chief
of Neuro-Oncology.
“Despite many promising new advancements
in precision medicine for many cancers, glioblastoma remains one of the deadliest cancers with limited treatment successes and poor patient
quality of life,” said W. K. Alfred Yung, M.D. “I see great promise in the potential of Calidi Biotherapeutics’ therapeutic
vaccine which shields cancer-fighting oncolytic viruses in stem cells, helping protect the virus from a patient’s immune system
until it reaches the cancer cell. If this approach proves successful in human trials, it could be a game changer not just for the treatment
of brain cancers, but for other solid tumor cancers too.”
About Calidi Biotherapeutics
Calidi Biotherapeutics is a clinical-stage
immuno-oncology company with proprietary technology that is revolutionizing the effective delivery of oncolytic viruses for targeted
therapy against difficult-to-treat cancers. Calidi Biotherapeutics is advancing through the FDA approval process a potent allogeneic
stem cell and oncolytic virus combination for use in multiple oncology indications. Calidi’s off-the-shelf, universal cell-based
delivery platform is 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 www.calidibio.com.
Forward-Looking Statement
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 “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 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 Calidi’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
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.
Important Information About the Business
Combination Transaction and Where to Find It
This press release 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).
Participation in the Solicitation
Edoc Acquisition Corp., Calidi Biotherapeutics,
Inc., and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies or consents
from Edoc Acquisition Corp. and Calidi Biotherapeutics, Inc. shareholders in connection with the proposed transaction. A list of the
names of the directors and executive officers of Edoc Acquisition Corp. and Calidi Biotherapeutics, Inc. and information regarding their
interests in the business combination transaction is contained in the proxy statement and prospectus. You may obtain free copies of these
documents as described in the preceding paragraph.
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 of Calidi Biotherapeutics, Inc., 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.
Contacts:
For Investors:
Stephen Jasper
Stephen@gilmartinir.com
For
Media:
Gwen
Gordon
GGordon@cglife.com
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