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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