Edoc (NASDAQ:ADOC) has added a $75 million common stock purchase agreement to its combination with biotech firm Calidi.
As a part of the agreement, Calidi will be able to call upon an unnamed investor to purchase up to $75 million in company stock over a three-year period following close. These shares are to be bought at a 4% discount to the lowest daily VWAP for the three days preceding the purchase.
These purchases will be made for a maximum value of $10 million at a time and or, if lower, in shares equivalent to 30% of the average daily trading volume of Calidi stock in the five preceding days. In exchange for joining the agreement, the investor will also be granted 150,000 shares at close.
Edoc also announced in the 8-K a slight change in terms to the deal’s existing $25 million PIPE, providing a mechanism for damages to PIPE investors should there be delays or failures to notify investors of the registration of their shares.
The SPAC has not yet set a date to vote on the combination, but announced last month that it would transfer 564,847 promote shares (25.1%) to certain investors as a part of a backstop agreement. This agreement also stipulates that Edoc will pay these investors $0.05 per share each month from May 12, 2022 to August 12, 2022 if the deal has not closed by that time.
The parties initially announced their $449 million combination on February 2. La Jolla, California-Calidi Biotherapeutics is a clinical-stage immuno-oncology company with proprietary technology that delivers oncolytic viruses for targeted therapy against difficult-to-treat cancers.