Item 1.01 Entry into a Material Definitive Agreement
As approved by its stockholders at the Special Meeting of Stockholders (the
"Meeting") held on October 20, 2022, Digital Health Acquisition Corp. (the
"Company") entered into an amendment (the "Trust Amendment") to the investment
management trust agreement, dated as of November 3, 2021, with Continental Stock
Transfer & Trust Company on October 26, 2022. Pursuant to the Trust Amendment,
the Company has until February 8, 2023 to complete a business combination and
has the right to extend the time to complete a business combination up to an
additional three times for three (3) months each time with the payment of a
$350,000 extension fee, if applicable, as described under Item 5.03. A copy of
the Trust Amendment is attached to this Form 8-K as Exhibit 10.1 and is
incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On October 26, 2022, the Company issued an unsecured promissory note in the
aggregate principal amount of $350,000 to Digital Health Sponsor LLC, the
Company's "sponsor." The Company deposited to the trust account all of the loan
amount and extended the amount of time it has available to complete a business
combination from November 8, 2022 to February 8, 2023. The promissory note does
not bear interest and will be repaid only upon closing of a business combination
by the Company. The promissory note evidencing the extension loan is attached to
this Form 8-K as Exhibit 10.2, and is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Meeting, the stockholders of the Company approved an amendment to the
Company's Amended and Restated Certificate of Incorporation (the "Certificate of
Incorporation") to (a) extend the date by which the Company has to consummate a
business combination for an additional three (3) months, from November 8, 2022
to February 8, 2023, (b) provide the Company's board of directors the ability to
further extend the date by which the Company has to consummate a business
combination up to three (3) additional times for three (3) months each time, for
a maximum of nine (9) additional months if Digital Health Sponsor LLC, the
Company's "sponsor", pays an amount equal to $350,000 for each three-month
extension, which amount shall be deposited in the trust account of the Company
(the "Trust Account"); provided, that if as of the time of an extension the
Company has filed a Form S-4 or F-4 registration statement under the Securities
Act or a proxy, information or tender offer statement with the Securities and
Exchange Commission in connection with such initial business combination, then
no extension fee would be required in connection with such extension; provided
further, that for each three-month extension (if any) following such extension
where no deposit into the Trust Account or other payment has been made, the
Company's sponsor or its affiliates or designees would be required to deposit an
extension fee into the Trust Account, and (c) allow for the Company to provide
redemption rights to the Company's public stockholders in accordance with the
requirements of the amended and restated certificate of incorporation without
complying with the tender offer rules. As with potential redemptions in
connection with an initial Business Combination, the Charter Amendment would
restrict redemption rights in connection with any further amendment of the
charter with respect to 20% or more of our public shares. The amendment to the
Certificate of Incorporation became effective upon filing with, and acceptance
for record by, the Secretary of State of Delaware on October 26, 2022.
A copy of the amendment to our Certificate of Incorporation is attached hereto
as Exhibit 3.1 and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held a Special Meeting of Stockholders on October 20, 2022. On
September 30, 2022, the record date for the Meeting, there were 14,932,000
shares of common stock of the Company entitled to be voted at the Special
Meeting, 13,310,132 of which were represented via live webcast or by proxy.
The final results for each of the matters submitted to a vote of the Company's
stockholders at the Meeting are as follows:
1. Charter Amendment
Stockholders approved the proposal to amend the Company's amended and restated
certificate of incorporation to (a) extend the date by which the Company has to
consummate a business combination for an additional three (3) months, from
November 8, 2022 to February 8, 2023, (b) provide the Company's board of
directors the ability to further extend the date by which the Company has to
consummate a business combination up to three (3) additional times for three
(3) months each time, for a maximum of nine (9) additional months if Digital
Health Acquisition Group, LLC, the Company's "sponsor", pays an amount equal to
$350,000 for each three-month extension (the "Extension Fee"), which amount
shall be deposited in the trust account of the Company (the "Trust Account");
provided, that if as of the time of an extension the Company has filed a
Form S-4 or F-4 registration statement under the Securities Act or a proxy,
information or tender offer statement with the Securities and Exchange
Commission in connection with such initial business combination, then no
Extension Fee would be required in connection with such extension; provided
further, that for each three-month extension (if any) following such extension
where no deposit into the Trust Account or other payment has been made, the
Company's sponsor or its affiliates or designees would be required to deposit an
Extension Fee into the Trust Account, and (c) allow for the Company to provide
redemption rights to the Company's public stockholders in accordance with the
requirements of the amended and restated certificate of incorporation without
complying with the tender offer rules. As with potential redemptions in
connection with an initial Business Combination, the Charter Amendment would
restrict redemption rights in connection with any further amendment of the
charter with respect to 20% or more of our public shares. Adoption of the
amendment required approval by the affirmative vote of at least 65% of the
Company's outstanding common stock. The voting results were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
12,519,218 790,914 0 0
2. Trust Amendment
Stockholders approved the proposal to amend the Company's investment management
trust agreement, dated as of November 3, 2021, by and between the Company and
Continental Stock Transfer & Trust Company to allow the Company to (i) extend
the business combination period from November 8, 2022 to February 8, 2023 and up
to three (3) times for an additional three (3) month each time from February 8,
2023 to November 8, 2023, and (ii) update certain defined terms in the Trust
Agreement. Adoption of the amendment required approval by the affirmative vote
of at least 65% of the Company's outstanding common stock. The voting results
were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
12,519,218 790,914 0 0
3. Adjournment Proposal
Stockholders approved the proposal to approve the adjournment of the special
meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or
otherwise in connection with, the approval of the Charter Amendment Proposal and
Trust Amendment Proposal. Adoption of the amendment required approval by the
affirmative vote of the majority of the votes cast by stockholders represented
via the remote platform or by proxy at the Meeting. The voting results were as
follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
12,819,975 490,157 0 0
Item 8.01 Other Events
In connection with the shareholders' vote at the Meeting, 10,805,877 shares of
Common Stock were tendered for redemption. On October 26, 2022, the Company made
a deposit of $350,000 to the trust account and extended the business combination
period from November 8, 2022 to February 8, 2023.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
3.1 Certificate of Amendment of Certificate of Incorporation of Digital
Health Acquisition Corp. dated October 26, 2022
10.1 First Amendment to Investment Management Trust Agreement dated
October 26, 2022
10.2 Form of Promissory Note issued by Digital Health Acquisition Corp.
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