Digital Health (DHAC) Amends VSee Labs and iDoc Telehealth Deal

Digital Health (NASDAQ:DHAC) announced this afternoon that it has entered into a PIPE Securities Purchase Agreement, a registration rights agreement, and a lock-up agreement in connection to its proposed merger with telehealth software firm VSee and digital healthcare provider iDoc.

On August 9, DHAC entered into a securities purchase agreement with certain institutional and accredited investors for promissory notes convertible into shares of DHAC common stock, and warrants exercisable for shares of DHAC Common Stock for proceeds of at least $10 million.

The PIPE Warrants are exercisable into shares of DHAC Common Stock at $12.50 per share, and expire five years from the date of issuance. The PIPE Notes are convertible into shares of DHAC Common Stock at $10.00 per share, bear interest at 7.00% per annum, and mature on the 18th month anniversary of the issuance date of the PIPE Notes.

Additionally, the PIPE Securities Purchase Agreement provides that at any time after the date of the agreement and including the PIPE Investors’ right to purchase additional securities further to an additional offering the earlier to occur the first anniversary of the agreement and the date of the consummation of one or more placements with the investors on terms identical to the agreement.  This will also be with respect to the buyer’s right to participate in a subsequent placement other than an Additional Offering the earlier to occur of the maturity date of the PIPE notes, the date all principal and interest due and owing under the notes is either converted into DHAC Common Stock and/or repaid in full and the date of the consummation of a subsequent placement with gross proceeds, paid in cash, of at least $5 million.

In terms of additional offerings, DHAC is required to offer 100% of the securities to the PIPE investors, but for subsequent placements, DHAC is required to only offer 25% of the offered securities to the investors.

Interestingly, the parties have also included a PIPE Lock-Up Agreement, which refers to the period beginning on the date of the Lock-Up Agreement and ending on the earlier of the 8th month anniversary of the closing. This can also refer to if it is earlier, or after the closing the VWAP of DHAC exceeds $12.50 for a period 20 consecutive trading days on the day immediately following such release date.

As background, DHAC did not include a PIPE at deal announcement, but brought in $115 million into the transaction from its trust. The deal had already featured a lock-up agreement for the company, at 50% six months after the close and 50% after 12 months after the close, and for the sponsor, at 6 months from the closing.

Furthermore, DHAC and certain stockholders of VSee and iDoc entered into a registration rights agreement to provide certain registration rights with respect to the shares of DHAC issuable upon conversion of the Convertible Notes issuable to stockholders.

Prior to closing, DHAC will execute a leak-out agreement with a stockholder of VSee that will become a DHAC stockholder at closing. Pursuant to the agreement, the stockholder agreed to not sell DHAC shares on the closing date in an amount representing more than 10% of the trading volume on any date during the leak-out agreement.

Digital Health initially announced the $110 million deal with VSee and iDoc several weeks ago on June 16, 2022. California-based VSee provides a no code and low code SaaS platform to help physicians set up telehealth applications and Houston-based iDoc has a set of neurological telehealth tools to treat patients suffering from strokes or other brain injuries.