Item 1.01 Entry into a Material Definitive Agreement.
Amendment No. 1 to First Amended and Restated PIPE Securities Purchase
Agreement.
As previously disclosed in its Current Report on Form 8-K filed on October 7,
2022, Digital Health Acquisition Corp. ("DHAC" or the "Company") entered into a
First Amended and Restated Securities Purchase Agreement (the "PIPE SPA"),
pursuant to which the investors party thereto (the "PIPE Investors") have agreed
to subscribe for and purchase, and DHAC has agreed to issue and sell to the PIPE
Investors, in connection with the Company's initial business combination, (a)
shares of convertible preferred stock of the Company designated as Series A
Convertible Preferred Stock (the "Series A Preferred Stock"), with terms set
forth in the certificate of designation for such series of Series A Preferred
Stock (the "Certificate of Designation"), and (b) warrants exercisable for
shares of DHAC Common Stock (the "PIPE Warrants" and, together with the sale of
Series A Preferred Stock under the PIPE SPA, the "PIPE Financing") for aggregate
proceeds of at least $8,000,000.
On April 11, 2023, the Company amended the PIPE SPA (the "PIPE SPA Amendment")
to, among other things, (a) amend and restate the form of Certificate of
Designation to provide the aggregate number of shares of Series A Preferred
Stock issuable thereunder shall not exceed 15,000, (b) amend and restate the
form of PIPE Warrant to provide for the ability of the Company to redeem the
PIPE Warrants for cash or securities upon a change of control of the Company,
and (c) revise certain closing conditions for the PIPE Financing.
The form of PIPE SPA Amendment is filed as Exhibit 10.1 to this Current Report
on Form 8-K and the foregoing description is qualified in its entirety by
reference to the full text of the form of PIPE SPA Amendment No. 1 to Amended
and Restated Securities Purchase Agreement.
First Amendment to Backstop Agreement.
As previously disclosed in its Current Report on Form 8-K filed on January 18,
2023, the Company entered into a backstop agreement (the "Backstop Agreement")
with Digital Health Sponsor LLC, a Delaware limited liability company (the
"Sponsor"), pursuant to which the Sponsor committed to purchase up to $2,000,000
of shares of Series A Preferred Stock and accompanying PIPE Warrants that remain
unpurchased by the PIPE Investors in connection with an additional PIPE
financing at the same purchase price and on the same terms and conditions as the
PIPE Financing (the "Backstop Commitment").
On April 11, 2023, the Company amended the Backstop Agreement (the "Backstop
Amendment") to increase the amount of the additional PIPE Financing from
$2,000,000 to up to an additional $7,000,000, to clarify that Sponsor and/or its
designees may purchase the Backstop Commitment and to include a form of lock up
agreement.
The Backstop Amendment is filed as Exhibit 10.2 to this Current Report on Form
8-K and the foregoing description is qualified in its entirety by reference to
the full text of the Backstop Amendment.
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy any security nor shall there be any sale of
these securities in any state in which such offer, solicitation or sales would
be unlawful prior to registration or qualification under the securities laws of
any such state.
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