Calidi Biotherapeutics, Inc. entered into a definitive agreement to acquire Edoc Acquisition Corp. (NasdaqCM:ADOC) from American Physicians LLC, Yakira Capital Management, Inc., Sea Otter Securities Group LLC and others for $380 million in a reverse merger transaction on February 2, 2022. The aggregate merger consideration to be paid pursuant to the Merger Agreement to holders of Calidi Stock as of immediately prior to the Effective Time will be an amount equal to $400 million, subject to adjustments for Calidi's closing debt, net of cash. As of May 24, 2022, the net debt adjustment to the consideration was amended which resulted in the reduction in the aggregate value of the securities to be issued by Edoc to Calidi security holders as merger consideration from $400 million to $380 million. The merger consideration to be paid to the Calidi Stockholders will be paid solely by the delivery of new shares of Edoc common stock. The Merger Consideration will be subject to a post-Closing true up 90 days after the Closing. The transaction includes gross proceeds of up to $92 million in trust at Edoc (less any redemptions by existing Edoc shareholders) and a concurrent $25 million PIPE from institutional investors. Additionally, Edoc entered into backstop arrangements with certain institutional investors for the purchase of up to 2.2 million shares of Edoc Class A ordinary shares. Upon closing the transaction, the combined company will be named Calidi Biotherapeutics, Inc. and will be led by Allan Camaisa, Chief Executive Officer and Chairman of the Board of Calidi Biotherapeutics. In addition, the combined company's common stock intends to list on the Nasdaq Capital Market. On February 4, 2022, Calidi announced the appointment of Alfonso "Chito" Zulueta to its Board of Directors, effective February 7, 2022.

The transaction is subject to receipt of the Edoc shareholder approval; receipt of the Calidi Stockholder approval; expiration of any applicable waiting period under any antitrust laws; approval from boards of both the acquirer and target; Edoc shall have net tangible assets of at least $5,000,001; Edoc shall re-domicile as and become a Delaware corporation; the effectiveness of the Registration Statement; Edoc shall have cash and cash equivalents remaining in the Trust Account at least equal to $10 million; the members of the Post-closing Edoc Board shall have been elected or appointed as of the closing; the amount of debt or other liabilities of Edoc shall not exceed $1,650,000; Edoc shall have received employment agreements; receipt of Lock-Up Agreements; Edoc shall have received written resignations, effective as of the closing, of each of the directors and officers of Calidi; the shares of Edoc common stock to be issued as merger consideration shall have been approved for listing on the Nasdaq; third party approvals and required regulatory approvals. The boards of directors of Calidi and Edoc unanimously approved the proposed transaction. The transaction is anticipated to complete in the second quarter of 2022. Edoc Acquisition encourages its shareholders to vote in favor of the proposal to amend its charter to extend the date by which the Company has to complete a business combination from February 12, 2022, to August 12, 2022. An extraordinary general meeting of the Company's shareholders to approve the Extension Amendment will be held on February 9, 2022. As of August 4, 2022, Edoc Acquisition encourages its shareholders to vote in favor of the proposal to amend its charter to extend the date by which the Company has to complete a business combination from August 12, 2022 to February 12, 2023. Net proceeds from the transaction are expected to provide Calidi with capital to advance its pipeline through multiple clinical milestones. H.C. Wainwright & Co., LLC acted as financial advisor while Daniel B. Eng, Eric J. Stiff, Deborah K. Seo and Scott E. Bartel of Lewis Brisbois Bisgaard & Smith LLP acted as legal advisors to Calidi Biotherapeutics. Barry I. Grossman of Ellenoff Grossman & Schole LLP acted as legal advisor and I-Bankers Securities, Inc. acted as financial advisor to Edoc Acquisition Corp. Michael A. Adelstein of Kelley Drye & Warren LLP served as legal advisor to Calidi Biotherapeutics. Continental Stock Transfer & Trust Company acted as transfer agent to Edoc Acquisition. Advantage Proxy acted as proxy solicitor to Edoc Acquisition.

Calidi Biotherapeutics, Inc. cancelled the acquisition of Edoc Acquisition Corp. (NasdaqCM:ADOC) from American Physicians LLC, Yakira Capital Management, Inc., Sea Otter Securities Group LLC and others in a reverse merger transaction on August 11, 2022.