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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
June 7, 2024
Date of Report (Date of earliest event reported)
Digital
Health Acquisition Corp.
(Exact Name of Registrant as Specified in its
Charter)
Delaware |
|
001-41015 |
|
86-2970927 |
(State or other jurisdiction of
incorporation)
|
|
(Commission File Number) |
|
(I.R.S. Employer Identification
No.) |
980
N Federal Hwy #304
Boca
Raton, FL |
|
33432 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
|
|
|
|
|
|
|
Registrant’s telephone number, including
area code: (561) 672-7068
N/A
(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 |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
Title of each
class |
|
Trading Symbol |
|
Name of each
exchange on which registered |
Units,
each consisting of one share of Common Stock and one Redeemable Warrant |
|
DHACU |
|
The Nasdaq
Capital Market |
|
|
|
|
|
Common
Stock, par value $0.0001 per share |
|
DHAC |
|
The Nasdaq
Capital Market |
|
|
|
|
|
Redeemable
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 |
|
DHACW |
|
The Nasdaq
Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
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 5.07 |
Submission of
Matters to a Vote of Security Holders. |
Digital Health Acquisition
Corp. (“DHAC” or the “Company”), held its Special Meeting of Stockholders (the “Meeting”) on June 7,
2024. On April 25, 2024, the record date for the Meeting, there were 3,603,966 shares of common stock of the Company entitled to
be voted at the Meeting, of which 3,233,699 shares were represented via live webcast or by proxy, which constituted quorum for the transaction
of business.
For more information about
the proposals set forth below, please see the Company’s Proxy Statement/Prospectus/Consent Solicitation filed with the SEC on May 13,
2024. The final results for each of the matters submitted to a vote of the Company’s stockholders at the Meeting are as follows:
Proposal 1: The Business Combination Proposal
The Business Combination Proposal was approved
as follows:
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
3,233,699 | |
0 | |
0 | |
0 |
Proposals 2A-2I: The Charter Amendment
Proposals
The Charter Amendment Proposals consisted of
Proposals 2A through 2I.
Proposal
2A - Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Current
Charter”) to increase the total number of authorized shares of capital stock to (i) 100 million shares of common stock, par value
$0.0001 per share, and (ii) 10 million shares of preferred stock, par value $0.0001 per share was approved as follows:
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
3,232,253 | |
1,431 | |
15 | |
0 |
Proposal
2B - Amendment to the Current Charter dividing the board of directors into three classes was approved as follows:
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
3,232,243 | |
1,441 | |
15 | |
0 |
Proposal
2C - Amendment to the Current Charter that the Board or any director of the Board may be removed from office
at any time, but only for cause and only by the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power
of all of the then outstanding shares of voting stock of the Combined Company entitled to vote at an election of directors was approved
as follows:
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
3,232,253 | |
1,431 | |
15 | |
0 |
Proposal
2D - Amendment to the Current Charter to require the affirmative vote of holders of at least two-thirds (66
and 2/3%) of the voting power of all the then outstanding shares of voting stock of the Combined Company to make any amendment to certain
sections of the Amended Charter was approved as follows:
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
3,232,253 | |
1,431 | |
15 | |
0 |
Proposal
2E - Amendment to the Current Charter that the Amended and Restated Bylaws of the Combined Company may be amended
by either the directors of the Board or by the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power
of all of the then outstanding shares of voting stock of the Combined Company was approved as follows:
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
3,232,253 | |
1,431 | |
15 | |
0 |
Proposal
2F - Amendment to the Current Charter to remove the waiver of the corporate opportunity doctrine with respect
to DHAC was approved as follows:
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
3,233,684 | |
0 | |
15 | |
0 |
Proposal
2G - Amendment to the Current Charter to change the name of DHAC to “VSee Health, Inc.” was approved
as follows:
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
3,233,684 | |
0 | |
15 | |
0 |
Proposal
2H - Amendment to the Current Charter to eliminate certain provisions related to DHAC’s status as a special
purpose acquisition company was approved as follows:
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
3,233,684 | |
0 | |
15 | |
0 |
Proposal
2I - Approval of the Second Amended and Restated Certificate of Incorporation incorporating the principal amendments
set forth in Proposals 2A-2H was as follows:
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
3,232,253 | |
1,431 | |
15 | |
0 |
Proposal 3: The Bylaws Proposal
Approval of the Amended and Restated Bylaws of
DHAC effective upon the consummation of the Business Combination was as follows:
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
3,232,253 | |
1,431 | |
15 | |
0 |
Proposal 4: The Directors Proposal
The five director nominees were elected by the
following vote:
| |
FOR | | |
WITHHOLD | |
Milton Chen | |
| 3,233,684 | | |
| 15 | |
Imoigele Aisiku | |
| 3,233,699 | | |
| 0 | |
Kevin Lowdermilk | |
| 3,232,253 | | |
| 1,446 | |
Colin O’Sullivan | |
| 3,233,684 | | |
| 15 | |
Scott Metzger | |
| 3,233,684 | | |
| 15 | |
Proposal 5: The Stock Plan Proposal
The VSee Health, Inc. 2024 Equity Incentive Plan
was approved as follows:
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
3,233,699 | |
0 | |
0 | |
0 |
Proposal
6: The Nasdaq Merger Proposal
The issuance of more than 20% of the issued and
outstanding shares of common stock of DHAC and the resulting change in control in connection with the Business Combination was approved
as follows:
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
3,233,684 | |
0 | |
15 | |
0 |
Proposal 7: The Nasdaq Quantum Financing
Proposal
The
issuance or potential issuance of more than 20% of the issued and outstanding shares of common stock of DHAC in connection with the Quantum
Financing. was approved as follows:
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
3,233,684 | |
0 | |
15 | |
0 |
Proposal 8: The Nasdaq Equity Financing
Proposal
The
potential issuance of more than 20% of the issued and outstanding shares of common stock of DHAC in connection with the Equity Financing
was approved as follows:
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
3,233,684 | |
0 | |
15 | |
0 |
Proposal
9: The Nasdaq A.G.P. Financing Proposal
The
potential issuance of more than 20% of our Common Stock pursuant to a securities purchase agreement with A.G.P./Alliance Global Partners
was approved as follows:
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
3,233,684 | |
0 | |
15 | |
0 |
Proposal 10: The Nasdaq Loan Conversion
Proposal
The
issuance or potential issuance of more than 20% of the common stock of DHAC in connection with Loan Conversions was approved as
follows:
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
3,233,684 | |
0 | |
15 | |
0 |
Proposal 11: The Nasdaq Bridge Financing
Proposal
The
issuance or potential issuance of more than 20% of the common stock of DHAC in connection with the Bridge Financing was approved
as follows:
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
3,233,684 | |
0 | |
15 | |
0 |
Proposal 12: The Adjournment Proposal
The adjournment proposal was not presented to
the stockholders because the Company had received sufficient votes to approve Proposals 1 through 11. However, for completeness of the
record, adjournment of the Special Meeting to a later date or dates, if necessary to solicit additional votes for any proposal(s) or
to establish a quorum, was approved as follows:
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
3,232,253 | |
1,431 | |
15 | |
0 |
In connection with the shareholders’ vote
at the Meeting, no shares of Common Stock were tendered for redemption.
SIGNATURES
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: June 12, 2024
|
DIGITAL HEALTH ACQUISITION CORP. |
|
|
|
By: |
/s/
Scott Wolf |
|
Name: |
Scott Wolf |
|
Title: |
Chief Executive Officer and Chairman |
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Digital Health Acquisition (NASDAQ:DHACW)
過去 株価チャート
から 6 2024 まで 7 2024
Digital Health Acquisition (NASDAQ:DHACW)
過去 株価チャート
から 7 2023 まで 7 2024