Item 1.01 Entry into a Material Definitive Agreement.

Second Amendment to Agreement and Plan of Merger

As previously disclosed by Edoc Acquisition Corp., a Cayman Islands exempted corporation (together with its successors, "Edoc" or "Company") in its Current Reports on Form 8-K and Form 8-K/A filed with the Securities and Exchange Commission on February 2, 2022 and February 7, 2022, respectively, on February 2, 2022, Edoc entered into an Agreement and Plan of Merger (as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of February 8, 2022, and as it may be further amended or supplemented from time to time, the "Merger Agreement") with Edoc Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of Edoc ("Merger Sub"), American Physicians LLC, a Delaware limited liability company, solely in the capacity as the Purchaser Representative thereunder (the "Purchaser Representative"), Calidi Biotherapeutics, Inc., a Nevada corporation ("Calidi"), and Allan Camaisa solely in his capacity as the Seller Representative thereunder (the "Seller Representative"), pursuant to which Merger Sub will merger with and into Calidi, with Calidi continuing as the surviving corporation in the merger.

On May 24, 2022, Edoc, Merger Sub, the Purchaser Representative, the Seller Representative and Calidi entered into that certain Second Amendment to the Agreement and Plan of Merger (the "Second Amendment"), pursuant to which the Merger Agreement was amended to (i) modify the manner in which the net debt adjustment to the merger consideration deliverable to the Calidi security holders pursuant to the Merger Agreement (the "Merger Consideration") is calculated to give credit to Calidi, in the determination of Calidi's cash as of date that the transactions contemplated by the Merger Agreement are consummated (the "Closing"), for certain transaction expenses incurred and paid in cash by Calidi after February 2, 2022, (ii) reflect a reduction in the aggregate value of the securities to be issued by Edoc to Calidi security holders as Merger Consideration from $400,000,000 to $380,000,000 and (iii) to exclude from the determination of the number of securities deliverable to the Calidi security holders as Merger Consideration at the Closing shares issuable by the post-closing combined company (the "Combined Company") upon exercise of unvested Calidi company options and vested in-the-money Calidi non-qualified stock options that are assumed by the Combined Company at the Closing. For the avoidance of doubt, vested in-the-money Calidi incentive stock options will be included in the Merger Consideration deliverable to the Calidi security holders at the Closing.

The foregoing description of the Second Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Second Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.





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Item 9.01 Financial Statements and Exhibits.





  (d) Exhibits




Exhibit No.   Description
2.1             Second Amendment to Agreement and Plan of Merger, dated as of May 24,
              2022, by and among Edoc, Merger Sub, the Purchaser Representative, the
              Seller Representative and Calidi.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).




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