CHP MERGER CORP. Item 1.01. Entry into a Material Definitive Agreement.
Business Combination Agreement Amendment
As previously disclosed, on
On
The foregoing summary of the Second Business Combination Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the actual Second Business Combination Agreement Amendment which is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.
Important Information about the Business Combination and Where to Find It
In connection with the proposed Business Combination, the Company intends to
file with the
Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants
in the solicitation of proxies from the Company's stockholders with respect to
the Business Combination. A list of the names of those directors and executive
officers and a description of their interests in the Company will be contained
in the Registration Statement for the Business Combination, when available, and
will be available free of charge at the
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Accelus and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be contained in the Registration Statement when available.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. The Company's and Accelus's actual results may differ from
their expectations, estimates and projections and consequently, you should not
rely on these forward looking statements as predictions of future events. Words
such as "expect," "estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "could," "should," "believes," "predicts,"
"potential," "continue," and similar expressions (or the negative versions of
such words or expressions) are intended to identify such forward-looking
statements. These forward-looking statements include, without limitation, the
Company's and Accelus's expectations with respect to future performance and
anticipated financial impacts of the Business Combination, the satisfaction of
the closing conditions to the Business Combination and the timing of the
completion of the Business Combination. These forward-looking statements involve
significant risks and uncertainties that could cause the actual results to
differ materially from the expected results. Most of these factors are outside
the Company's and Accelus's control and are difficult to predict. Factors that
may cause such differences include, but are not limited to: (1) the ability of
CHP and Accelus prior to the Business Combination, and New Accelus following the
Business Combination, to meet the closing conditions in the Business Combination
Agreement, including due to failure to obtain approval of the stockholders of
CHP and Accelus or certain regulatory approvals, or failure to satisfy other
conditions to closing in the Business Combination Agreement; (2) the occurrence
of any event, change or other circumstances, including the outcome of any legal
proceedings that may be instituted against CHP and Accelus following the
announcement of the Business Combination Agreement and the transactions
contemplated therein, that could give rise to the termination of the Business
Combination Agreement or could otherwise cause the transactions contemplated
therein to fail to close; (3) the inability to obtain or maintain the listing of
the combined company's common stock on the Nasdaq, as applicable, following the
Business Combination; (4) the risk that the Business Combination disrupts
current plans and operations as a result of the announcement and consummation of
the Business Combination; (5) the inability to recognize the anticipated
benefits of the Business Combination, which may be affected by, among other
things, competition and the ability of the combined company to grow and manage
growth profitably and retain its key employees; (6) costs related to the
Business Combination; (7) changes in applicable laws or regulations; (8) the
inability of the combined company to raise financing in the future; (9) the
success, cost and timing of Accelus's and the combined company's product
development activities; (10) the inability of Accelus or the combined company to
obtain and maintain regulatory approval for their products, and any related
restrictions and limitations of any approved product; (11) the inability of
Accelus or the combined company to identify, in-license or acquire additional
technology; (12) the inability of Accelus or the combined company to maintain
Accelus's existing license, manufacturing, supply and distribution agreements;
(13) the inability of Accelus or the combined company to compete with other
companies currently marketing or engaged in the development of treatments for
the indications that Accelus is currently pursuing for its product candidates;
(14) the size and growth potential of the markets for Accelus's and the combined
company's products and services, and each of their ability to serve those
markets, either alone or in partnership with others; (15) the pricing of
Accelus's and the combined company's products and services and reimbursement for
medical procedures conducted using Accelus's and the combined company's products
and services; (16) Accelus's and the combined company's estimates regarding
expenses, future revenue, capital requirements and needs for additional
financing; (17) Accelus's and the combined company's financial performance; (18)
the impact of COVID-19 on Accelus's business and/or the ability of the parties
to complete the Business Combination; and (19) other risks and uncertainties
indicated from time to time in the proxy statement/prospectus relating to the
Business Combination, including those under "Risk Factors" in the Registration
Statement, and in the Company's other filings with the
The Company cautions that the foregoing list of factors is not exclusive. The Company cautions investors not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall 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 shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
2.1 Second Amendment to Business Combination Agreement, dated as of
December 23, 2021 , by and among CHP Merger Corp. , Accelerate Merger
Sub, Inc. , and Integrity Implants Inc. --------------------------------------------------------------------------------
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