Item 1.01. Entry Into A Material Definitive Agreement.





Merger Agreement

On March 22, 2021, Chardan Healthcare Acquisition 2 Corp., a Delaware corporation ("CHAQ"), entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among CHAQ, CHAQ2 Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of CHAQ ("Merger Sub"), and Renovacor, Inc., a Delaware corporation ("Renovacor").

The Merger Agreement and the transactions contemplated thereby were unanimously approved by the boards of directors of each of CHAQ and Renovacor.





The Business Combination

The Merger Agreement provides for, among other things, the following transactions at the closing: (i) Merger Sub will merge with and into Renovacor, with Renovacor as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of CHAQ (the "Merger") and, in connection with the Merger, (ii) CHAQ's name will be changed to Renovacor, Inc. The Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the "Business Combination".

The Business Combination is expected to close in the second quarter of 2021, following the receipt of the required approval by CHAQ's stockholders and the fulfillment of other customary closing conditions.

Business Combination Consideration

At the closing of the Business Combination (the "Closing"), an aggregate of 6,500,000 shares of CHAQ common stock, par value $0.0001 per share ("CHAQ Common Stock"), will be issued to equityholders of Renovacor as of immediately prior to the Closing in respect of all of the equity interests of Renovacor (the "Aggregate Merger Consideration"). Out of the Aggregate Merger Consideration, each holder of preferred stock of Renovacor, par value $0.0001 per share (the "Renovacor Preferred Stock"), will be entitled to receive a number of shares of CHAQ Common Stock equal to the Preferred Per Share Merger Consideration (as defined in the Merger Agreement) with respect to such holder's shares of Renovacor Preferred Stock. Each holder of common stock of Renovacor, par value $0.0001 per share (the "Renovacor Common Stock", and together with the Renovacor Preferred Stock, the "Renovacor Capital Stock") will be entitled to receive a number of shares of CHAQ Common Stock equal to the Common Per Share Merger Consideration (as defined in the Merger Agreement) with respect to such holder's shares of Renovacor Common Stock.





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In addition, each option to purchase shares of Renovacor Common Stock (each, a "Renovacor Option") outstanding as of immediately prior to the Closing will be converted into an option to purchase a number of shares of CHAQ Common Stock (rounded down to the nearest whole number) equal to the product of the number of shares of Renovacor Common Stock subject to such Renovacor Option and the Common Per Share Merger Consideration (an "Exchanged Option"), which Exchanged Option shall be subject to the same vesting terms applicable to the Renovacor Option as of immediately prior to the Closing.

Holders of Renovacor Capital Stock and Renovacor Options will also have the contingent right to receive up to 2,000,000 shares of CHAQ Common Stock in the aggregate ("Earnout Consideration") as follows:

? CHAQ will issue 600,000 shares of the Earnout Consideration, in the aggregate, if at any time during the period beginning on the date of the Closing (the "Closing Date") and ending on December 31, 2023 (the "First Earnout Period"), the VWAP (as defined in the Merger Agreement) of the CHAQ Common Stock over any twenty (20) Trading Days (as defined in the Merger Agreement) (which may or may not be consecutive) within any thirty (30) consecutive Trading Day period is greater than or equal to $17.50 per share of CHAQ Common Stock (the "First Milestone").

? CHAQ will issue an additional 600,000 shares of the Earnout Consideration, in the aggregate, if at any time during the period beginning on the Closing Date and ending on December 31, 2025 (the "Second Earnout Period"), the VWAP of the CHAQ Common Stock over any twenty (20) Trading Days (which may or may not be consecutive) within any thirty (30) consecutive Trading Day period is greater than or equal to $25.00 per share of CHAQ Common Stock (the "Second Milestone").

? CHAQ shall issue an additional 800,000 shares of the Earnout Consideration, in the aggregate, if at any time during the period beginning on the Closing Date and ending on December 31, 2027 (the "Third Earnout Period" and together with the First Earnout Period and the Second Earnout Period, each, an "Earnout Period" and collectively, the "Earnout Periods"), the VWAP of the CHAQ Common Stock over any twenty (20) Trading Days (which may or may not be consecutive) within any thirty (30) consecutive Trading Day period is greater than or equal to $35.00 per share of CHAQ Common Stock (the "Third Milestone" and together with the First Milestone and the Second Milestone, the "Earnout Milestones").

? Upon the consummation of any Change in Control (as defined in the Merger Agreement) during any Earnout Period, any Earnout Milestone with respect to such Earnout Period that has not yet been achieved shall automatically be deemed to have been achieved regardless of the valuation of the CHAQ Common Stock in such Change in Control transaction and CHAQ will take all actions necessary to provide for the issuance of the shares of CHAQ Common Stock comprising the applicable Earnout Consideration issuable in respect of such Earnout Milestone(s) prior to the consummation of such Change in Control.

Each holder of Renovacor Capital Stock will be entitled to such holder's aggregate Per Share Earnout Consideration (as defined in the Merger Agreement) in respect of such shares of Renovacor Capital Stock. In addition, at the Closing, holders of Renovacor Options will be issued an Earnout RSU Award (as defined in the Merger Agreement) in respect of such holder's Renovacor Options, which will entitle such holder to an aggregate number of shares of CHAQ Common Stock equal to the aggregate Per Share Earnout Consideration in respect of the shares of Renovacor Capital Stock underlying such Renovacor Options, if any, subject to the satisfaction of the applicable vesting conditions with respect to the Exchanged Options issued in respect of such Renovacor Options at the Closing. The settlement and payment of the Earnout RSU Awards will occur simultaneously with the issuance of the Per Share Earnout Consideration to holders of Renovacor Capital Stock.





Governance

CHAQ has agreed to take all action within its power as may be necessary or appropriate such that, effective immediately after the Closing, the CHAQ board of directors ("CHAQ Board") shall consist of seven directors: (i) five directors will be designated by Renovacor, four of which will be independent directors in accordance with the rules of the New York Stock Exchange ("NYSE") and one of which will be Renovacor's Chief Executive Officer and (ii) two directors will be designated by Chardan Investments 2, LLC (the "Sponsor") and they shall . . .

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 is incorporated by reference herein. The shares of CHAQ Common Stock to be issued, offered and sold in connection with the Business Combination and the PIPE Financing have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) thereof.

Item 7.01. Regulation FD Disclosure.

On March 22, 2021, CHAQ and Renovacor issued a press release announcing their entry into the Merger Agreement. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that CHAQ and Renovacor have prepared for use in connection with the announcement of the Business Combination.

The foregoing (including Exhibits 99.1 and 99.2) are being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.





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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description



2.1†            Agreement and Plan of Merger, dated as of March 22, 2021, by and among
              Chardan Healthcare Acquisition 2 Corp., CHAQ2 Merger Sub, Inc., and
              Renovacor, Inc.

10.1            Form of Subscription Agreement.

10.2            Sponsor Support Agreement, dated as of March 22, 2021, by and among
              Chardan Healthcare Acquisition 2 Corp., Chardan Investments 2, LLC and
              Renovacor, Inc.

10.3            Form of Stockholder Support Agreement.

10.4            Form of Registration Rights Agreement.

99.1            Press Release, dated March 22, 2021.

99.2            Investor Presentation dated March 2021.

† Certain of the exhibits and schedules to this exhibit have been omitted in


   accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish
   supplementally a copy of all omitted exhibits and schedules to the SEC upon its
   request.




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