Edoc Acquisition Corporation *

Edoc Acquisition Corporation *

Oct 16, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: Australian Oilseeds Investments Pty Ltd.

ENTERPRISE VALUE: $190 million
ANTICIPATED SYMBOL: tbd

Edoc Acquisition Corp. proposes to combine with Australian Oilseeds Investments Pty Ltd., an Australian proprietary company.

  • Australian Oilseeds Investments Pty Ltd. is an Australian proprietary company that, directly and indirectly through its subsidiaries, is focused on the manufacture and sale of sustainable oilseeds (e.g., seeds grown primarily for the production of edible oils) and is committed to working with all suppliers in the food supply chain to eliminate chemicals from the production and manufacturing systems to supply quality products to customers globally.
  • The Company engages in the business of processing, manufacture and sale of non-GMO oilseeds and organic and non-organic food-grade oils, for the rapidly growing oilseeds market, through sourcing materials from suppliers focused on reducing the use of chemicals in consumables in order to supply healthier food ingredients, vegetable oils, proteins and other products to customers globally.
  • Over the past 20 years, the Company has grown to the largest cold pressing oil plant in Australia, pressing strictly GMO free conventional and organic oilseeds.

SUBSEQUENT EVENT – 3/28/24 – LINK

  • Upon the Business Combination’s closing, the Company and certain stakeholders holding EDOC’s founder shares and private placement units entered into lock-up waivers allowing:
    • (A) the Sponsor to distribute all its Company securities, including 1,485,153 Insider Shares and 414,000 Insider Units, with underlying securities as per agreements from November 9, 2020, and December 5, 2022;
    • (B) 809,902 shares distributed to non-affiliate recipients of Pubco to be freed from post-Closing lock-up restrictions; and
    • (C) 65,000 Insider Units held by I-Bankers Securities Inc., including their underlying securities, to be released from post-Closing lock-up restrictions.
  • The remaining securities from the Sponsor Distribution will still be under the lock-up restrictions according to the relevant agreements.

SUBSEQUENT EVENT – 3/1/24 – LINK

  • The SPAC entered into Amendment No. 3 to Securities Purchase Agreement, which amended the terms of the transaction as follows:
    • Subscription Agreement:
      • Arena Investors, LP (the “PIPE Investor”) agreed to purchase redeemable debentures and warrants of Pubco for the aggregate subscription amount of up to $7,000,000, at and after the Closing.
      • The PIPE Investor will purchase a 10% original issue discount secured convertible Debenture issued by Pubco in the amount of $2,222,222, which matures 18 months from the First Closing Date. The initial payment to Pubco would total $1,000,000 less applicable legal fees and expenses of the PIPE Investor (the “First Closing Subscription Amount”).
      • On the 60th trading day following the effectiveness date of the first registration statement after the closing, the PIPE Investor will purchase from Pubco, a 10% original issue discount secured convertible debenture issued (the “Second Closing Debenture”) by Pubco in the amount of $2,777,777, and on the 60th trading day following the effectiveness date of the second registration statement filed by Pubco, which will be the third closing date of the Investment, the PIPE Investor will purchase a 10% original issue discount secured convertible debenture (the “Third Closing Debenture”) issued by Pubco in the amount of $2,777,777. The Second Closing Debenture and the Third Closing Debenture shall mature on the date that is 18 months from the First Closing Date.
    • The parties intend to waive the lock-up restrictions and permit the Sponsor to distribute any of its securities and I-Bankers to distribute an aggregate of 65,000 Insider Units held by them, if they wish to do so.

EXTENSION – 11/13/23 – LINK

  • The SPAC approved the extension from November 12, 2023 to May 12, 2024.
    • 16,670 shares were redeemed for $11.49 per share.
    • $0.05/share per month will be deposited into the trust account for the first three one-month extensions; $0.07/share per month will be deposited for the last three one-month extensions.

EXTENSION – 8/16/23 – LINK

  • The SPAC approved the extension from August 12, 2023 to November 12, 2023.
    • 21,501 shares were redeemed for $11.24 per share.
    • $0.05/share per month will be deposited into the trust account.

SUBSEQUENT EVENT – 4/6/23 – LINK

  • Edoc shall have cash and cash equivalents, including funds remaining in Edoc’s trust account (after giving effect to the completion and payment of the redemption) and the proceeds of any PIPE Investment, prior to giving effect to the payment of Edoc’s unpaid expenses or liabilities, of at least equal to $10,000,000.

EXTENSION – 2/15/23 – LINK

  • The SPAC approved the monthly extension from February 12, 2023 to August 12, 2023
    • 1,172,247 shares were redeemed for approximately $10.70/Share
    • $0.05/Share per month will be deposited into the trust account.

TRANSACTION

  • Upon consummation of the transactions contemplated by the Business Combination Agreement, Australian Oilseeds Holdings Limited, a newly formed subsidiary will seek to be listed on the Nasdaq Capital Markets.
  • The outstanding shares of the Company and EDOC will be converted into the right to receive shares of Pubco.
  • The transaction represents a post-combination valuation of $190 million for the Company upon closing, subject to adjustment.

PIPE [AMENDED see Subsequent Event from 3/1/24]

  • There is no PIPE for this Transaction.

ESCROW AGREEMENT

  • The parties agreed that at or prior to the Closing, Pubco, the Primary Sellers, the Purchaser Representative, the Seller Representative and Continental Stock Transfer & Trust Company, as escrow agent, will enter into an Escrow Agreement, effective as of the Closing, in form and substance reasonably satisfactory to Edoc and AOI, pursuant to which Pubco will deliver to the Escrow Agent a number of Exchange Shares equal to 15% of the estimated Exchange Consideration otherwise issuable to the Sellers at the Closing to be held, along with any dividends, distributions or income thereon in a segregated account and disbursed.
  • The Escrow Shares will be held in the Escrow Account for a period of 12 months after the Closing and shall be the sole and exclusive source of payment for any post-Closing purchase price adjustment and for any post-closing indemnification claims (other than certain fraud claims and breaches of AOI and the Sellers’ fundamental representations, as discussed below).
  • At the 12-month anniversary of the Closing, all remaining Escrow Property will be released to the Sellers in accordance with the Business Combination Agreement.
  • However, an amount of Escrow Property equal to the value of any pending and unresolved claims will remain in the Escrow Account until finally resolved.

LOCK-UP [AMENDED see Subsequent Event from 3/1/24 and 3/28/24]

Company & Sponsor:

  • Each Seller agreed that they will not sell such shares held by them:
    • (A) with respect to 50% of such Seller’s Exchange Shares, during the period commencing from the Closing and ending on the earliest of:
      • (x) the 6 month anniversary of the Closing Date,
      • (y) commencing after the 3 month anniversary of the Closing, the date on which the closing sale price of the Pubco ordinary shares equals or exceeds $12.50 per share for any 20 trading days within any 30 trading day period commencing after the Closing and
    • (B) With respect to the remaining 50% of such Seller’s Exchange Shares, during the period commencing from the Closing and ending on the earlier or the date that is 6 months after the date of the Closing.

NOTABLE CONDITIONS TO CLOSING

  • The obligations of the parties to consummate the Transactions are subject to Edoc having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of the Redemption and any private placement financing.
    • Edoc shall have cash and cash equivalents, including funds remaining in Edoc’s trust account (after giving effect to the completion and payment of the redemption) and the proceeds of any PIPE Investment, prior to giving effect to the payment of Edoc’s unpaid expenses or liabilities, of at least equal to $10,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement may be terminated at any time prior to the Closing by either Edoc or AOI if the Closing has not occurred on or prior to August 12, 2023; provided that if Edoc, at its election, receives shareholder approval for a charter amendment to extend the term it has to consummate a business combination, for the shorter of three months and the period ending on the last day for Edoc to consummate a business combination
  • On 12/7/23, the Outside Date was extended to March 31, 2024.
  • In the event the Business Combination Agreement is terminated by Edoc as a result of a material breach by AOI, Pubco, Merger Sub or any Seller, AOI will pay Edoc a termination fee of $250,000, as liquidated damages.

ADVISORS

  • ARC Group Limited is serving as exclusive financial advisor to Australian Oilseeds Investments Pty Ltd.
  • Rimon P.C. is acting as legal counsel and Stuarts Humphries is acting as local Cayman Islands counsel to Australian Oilseeds Investments Pty Ltd.
  • I-Bankers Securities, Inc. is serving as financial advisor to EDOC.
  • Ellenoff Grossman & Schole LLP is acting as legal counsel to EDOC.
  • Maples is acting as the Cayman counsel to EDOC.
  • Clayton Utz is acting as the Australian counsel to EDOC.

EXTENSION – 8/12/22 – LINK

  • The SPAC approved the extension from August 12, 2022, to February 12, 2023, and will contribute $0.033/Share for each extension needed.

The below-announced combination was terminated on 8/12/22.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.


PROPOSED BUSINESS COMBINATION: Calidi Biotherapeutics, Inc. [Terminated]

ENTERPRISE VALUE: $449 million
ANTICIPATED SYMBOL: tbd

Edoc Acquisition Corp. proposes to combine with Calidi Biotherapeutics, Inc., a clinical-stage biotechnology company that is pioneering the development of cell-based delivery of oncolytic viruses.

  • Calidi Biotherapeutics is a clinical-stage immuno-oncology company with proprietary technology that is revolutionizing the effective delivery and potentiation of oncolytic viruses for targeted therapy against difficult-to-treat cancers.
  • Calidi Biotherapeutics is advancing a potent allogeneic stem cell and oncolytic virus combination for use in multiple oncology indications.
  • Calidi’s off-the-shelf, universal cell-based delivery platforms are designed to protect, amplify, and potentiate oncolytic viruses currently in development leading to enhanced efficacy and improved patient safety.

SUBSEQUENT EVENT – 3/17/22 – 8-K LINK

  • On March 16, 2022, Edoc entered into a Common Stock Purchase Agreement with an institutional investor up to $75,000,000 in shares of our Common Stock.
    • The purchase price will be determined by reference to the lowest daily VWAP of the Common Stock during the three (3) consecutive trading days beginning on the applicable VWAP Purchase Exercise Date for such VWAP Purchase, multiplied by 0.960.
    • There is no upper limit on the price per share that the Common Stock Investor could be obligated to pay 
    • For each VWAP Purchase, we would be limited to a number of shares of Common Stock equal to the lesser of:
      • (i) the product obtained by multiplying
        • (A) the average daily trading volume in the Common Stock during the five (5) Trading Days immediately preceding the applicable VWAP Purchase Exercise Date for such VWAP Purchase and (B) 0.30, and;
      • (ii) the quotient obtained by dividing
        • (A) $10,000,000 by
        • (B) the VWAP of the Common Stock on the trading day immediately preceding the applicable VWAP Purchase Exercise Date

EXTENSION – 2/9/22 – LINK

  • On February 9, 2022, the Company held an extraordinary general meeting of shareholders to extend the date by which the Company has to consummate an initial business combination from February 12, 2022 to August 12, 2022
    • 6,326,758 shares were redeemed for $10.27/Share

SUBSEQUENT EVENT – 2/4/22 – 8-K LINK

  • The Sponsor agreed to transfer an aggregate of up to 564,847 shares of Edoc Class B ordinary shares (the “Transferred Founder Shares”).
    • Of such amount, 338,907 founder shares shall be transferred within five business days
  • If the Business Combination has not consummated by May 12, 2022, then for each monthly period from May 12, 2022 until August 12, 2022, Edoc will pay investors a cash amount of $0.05 per share not redeemed, up to $0.15.
    • Or 0.034 Transferred Founder Shares per share not redeemed, for an aggregate of up to 0.1027 Transferred Founder Shares

EXTENSION – 11/10/21 – LINK

  • On November 10, 2021, an aggregate of $900,000 was deposited by the Sponsor into the trust account representing $0.10 per public share, which enables the Company to extend the period of time it has to consummate its initial business combination by three months from November 12, 2021, to February 12, 2022.
    • The Extension is the first of up to two three-month extensions permitted under the Company’s governing documents.

TRANSACTION

Upon closing of the business combination, and assuming no redemptions of shares of Edoc by its public shareholders, Calidi would be expected to have cash and cash equivalents, prior to transaction expenses, of approximately $117 million (less any redemptions and transaction expenses) and a pro forma enterprise valuation of $449 million.

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 in connection with Edoc’s shareholder meeting to approve the business combination as well as Edoc’s February 9, 2022 shareholder meeting to approve an extension of time to complete its business combination, with the actual amount dependent upon the amount of cash available after each such shareholder meeting after any redemptions.

Net proceeds from the transaction are expected to provide Calidi with capital to advance its pipeline through multiple clinical milestones, such as:

  • NNV1 Phase 2 initiation: allogeneic neural stem cells loaded with an oncolytic adenovirus for the treatment of newly diagnosed glioblastoma.
  • NNV2 Phase 1 initiation: allogeneic neural stem cells loaded with an oncolytic adenovirus for the treatment of recurrent glioblastoma.
  • SNV1 Phase 1 initiation: allogeneic adipose-derived mesenchymal stem cells (AD-MSC) loaded with an oncolytic vaccinia virus for the treatment of advanced metastatic solid tumors.
  • Support expansion of Calidi’s stem cell-based delivery platforms into additional indications

EDOC Transaction Overview


PIPE

  • Up to $25,000,000 (the “PIPE Investment”), which PIPE Investment is expected to close contemporaneously with the Business Combination.
  • During the Interim Period, in addition to the PIPE Investment, Edoc may but is not required to, enter into agreements with potential investors for alternative equity financing (an “Alternative Equity Investment”) for an aggregate amount of proceeds of up to $75,000,000 on terms mutually agreeable to Calidi and Edoc.

Edoc entered into a Securities Purchase Agreement (the “SPA”) with the PIPE Investor for the purchase and sale of 20,000 shares of Edoc’s Series A Convertible Preferred Stock (the “Preferred Shares”) for $1,000 per share for an aggregate purchase price of $20 million and 500,000 shares of Edoc’s Common Stock (the “Common Stock”) for an aggregate purchase price of $5 million upon the Conversion and concurrently with the closing of the Business Combination.

  • At the closing of the PIPE Investment, the PIPE Investor will also be issued a common stock purchase warrant to purchase up to an additional 2,500,000 shares of Edoc’s common stock at an initial exercise price equal $11.50 per share, for a term of three years from the closing date of the PIPE Investment.
  • Under the terms of the SPA and the agreed upon form of Certificate of Designations (the “COD”) setting forth the rights, preferences, privileges and restrictions for the Preferred Shares, the Preferred Shares will be entitled to convert into shares of Edoc’s common stock at an initial fixed conversion price of $10.00 per share, subject to a beneficial ownership limitation of 4.99% which can be adjusted to a beneficial ownership limitation of 9.99% upon 61 days prior written notice.
  • If there were no beneficial ownership limitation in the COD, the Preferred Shares would be entitled to convert into 2,000,000 shares of Common Stock immediately after the closing of the PIPE Investment, or approximately 3.8% of Edoc’s anticipated issued and outstanding shares of common stock assuming no redemptions.
  • Under the terms of the COD, after a thirty (30) day period from the closing, in the event that the volume weighted average price (“VWAP”) for the five days prior to conversion of the Preferred Shares is less than the fixed conversion price of $10.00 per share, or other triggering events, the Preferred Shares are entitled to convert at a price equal to 90% of the price computed as the quotient of
    • (I) the sum of the VWAP of the Common Stock for each of the two (2) Trading Days with the lowest VWAP of the Common Stock during the ten (10) consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, divided by
    • (II) two (2), but not less than 20% of the fixed conversion price, or if forty five days after the closing the Common Stock the average daily dollar volume for a ten day period is less than $4,000,000, then the Preferred Shares are entitled to convert at the lower of the fixed conversion price or 80% of the price computed as the quotient of
      • (I) the sum of the VWAP of the Common Stock for each of the two (2) Trading Days with the lowest VWAP of the Common Stock during the ten (10) consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, divided by
      • (II) two (2) but not less than 20% of the fixed conversion price.
  • In addition, the common stock purchase warrants provide for an adjustment to the exercise price of the warrant in the event of a “new issuance” of Common Stock, or common stock equivalents, at a price less than the applicable exercise price of the common stock purchase warrant.
  • The adjustment is a “full ratchet” adjustment in exercise price of the common stock purchase warrant equal to the lower of the new issuance price or the then existing exercise price of the common stock purchase warrants, with few exceptions.
  • During the Interim Period, in addition to the PIPE Investment, Edoc may but is not required to, enter into agreements with potential investors for alternative equity financing (an “Alternative Equity Investment”) for an aggregate amount of proceeds of up to $75,000,000 on terms mutually agreeable to Calidi and Edoc, and if so, Calidi agreed to cooperate in connection with such PIPE Investment and use its commercially reasonable efforts to cause such Alternative Equity Investment to occur.
  • On March 16, 2022, Edoc entered into a Common Stock Purchase Agreement with an institutional investor.
    • The SPAC will have the right, but not the obligation, to sell to the Common Stock Investor up to $75,000,000 in shares of our Common Stock.
      • The purchase price of the shares of Common Stock that we elect to sell to the Common Stock Investor under the Purchase Agreement will be determined by reference to the lowest daily volume-weighted average price (“VWAP”) of the Common Stock during the three (3) consecutive trading days beginning on the applicable VWAP Purchase Exercise Date for such VWAP Purchase, multiplied by 0.960.
      • There is no upper limit on the price per share that the Common Stock Investor could be obligated to pay for the Common Stock under the Purchase Agreement.
      • For each VWAP Purchase, we would be limited to a number of shares of Common Stock equal to the lesser of
        • (i) the product obtained by multiplying
          • (A) the average daily trading volume in the Common Stock on the Nasdaq Capital Market during the five (5) Trading Days immediately preceding the applicable VWAP Purchase Exercise Date for such VWAP Purchase and (B) 0.30, and
        • (ii) the quotient obtained by dividing
          • (A) $10,000,000 by (B) the VWAP of the Common Stock on the Nasdaq on the trading day immediately preceding the applicable VWAP Purchase Exercise Date, as defined in the Purchase Agreement, for such VWAP Purchase.

LOCK-UP

Company and Sponsor Lock-Up:

  • Pursuant to the Lock-Up Agreement, with respect to the shares received as Merger Consideration, each Significant Stockholder shall agree not to, during the period commencing from the Closing and
    • (A) with respect to 50% of the Merger Consideration shares, ending on the earliest of:
      • (a) the six-month anniversary of the Closing,
      • (b) the date on which the Closing price of Edoc’s common stock equals or exceeds $12.50 per share for any 20 trading days within any 30 trading day period and
      • (c) the date that Edoc consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Edoc shareholders having the right to exchange their equity holdings in Edoc for cash, securities or other property (a “Subsequent Transaction”) and
    • (B) with respect to the remaining 50% of the Merger Consideration shares, ending on the earliest of:
      • (a) the six-month anniversary of the Closing and
      • (b) a Subsequent Transaction:

BACKSTOP AGREEMENT

  • Subsequent Event – On February 4, 2022, the Sponsor agreed to transfer an aggregate of up to 564,847 shares of Edoc Class B ordinary shares (the “Transferred Founder Shares”).
    • Of such amount, 338,907 founder shares shall be transferred within five business days
  • If the Business Combination has not consummated by May 12, 2022, then for each monthly period from May 12, 2022 until August 12, 2022, Edoc will pay investors a cash amount of $0.05 per share not redeemed, up to $0.15.
    • Or 0.034 Transferred Founder Shares per share not redeemed, for an aggregate of up to 0.1027 Transferred Founder Shares
  • On February 2, 2022, Edoc entered into certain backstop arrangements with Sea Otter Securities, Stichting Juridisch Eigendom Mint Tower Arbitrage Fund, Feis Equities LLC, Yakira Capital Management, Inc., Yakira Enhanced Offshore Fund, and Yakira Partners LP, MAP 136 Segregated Portfolio, and Meteora Capital Partners, LP (the “Backstop Investors”), which provide that such investors will not redeem up to 2,220,000 shares that they hold, in the aggregate, in connection with
    • (i) Edoc’s shareholder meeting to approve an extension of the date by which Edoc has to consummate a business combination from February 12, 2022 to August 12, 2022 (the “Extension”), and
    • (ii) the proposed business combination transaction involving Edoc and Calidi.
  • Such Backstop Investors have agreed to each either hold such shares for a period of time following the consummation of the Business Combination, at which time they will each have the right to sell them to the combined entity, after giving effect to the Business Combination (the “New PubCo), at $10.42 per share, or will sell such shares on the open market during such time period at a market price of at least $10.27 per share.

FORWARD PURCHASE AGREEMENTS

Meteora Purchase Agreement:

  • On February 2, 2022, Edoc entered into a Forward Share Purchase Agreement (the “Meteora Purchase Agreement”) with Meteora.
    • Pursuant to the terms of the Meteora Purchase Agreement, Meteor agreed to:
      • (i) not request redemption of up to 550,000 Class A ordinary shares of Edoc (the “Meteora Shares”) in conjunction with Edoc’s shareholders’ approval of either the Extension or the Business Combination, or
      • (ii) tender the Meteora Shares to Edoc in response to any redemption or tender offer that Edoc may commence for its Class A ordinary shares (the “Restrictions”), subject to adjustment as set forth in the Meteora Purchase Agreement.
  • In exchange for agreeing to the Restrictions, the New Pubco has agreed that it will acquire the Meteora Shares at a price of $10.42 per share on the three-month anniversary of the closing of the Business Combination (the “Business Combination Closing Date”).
  • Meteora shall notify New PubCo and the Escrow Agent in writing no later than three (3) business days prior to the three-month anniversary of the Business Combination Closing Date whether or not they are exercising their right to sell the Meteora Shares to New Pubco pursuant to the Meteora Purchase Agreement (each, a “Meteora Shares Sale Notice”).
  • If the closing sale price of the Meteora Shares on the third (3rd) business day prior to the three (3) month anniversary of the Business Combination is less than $10.42 per Share, Meteora’s right to sell will be deemed automatically exercised as to all then-held Meteora Shares, without the need to deliver a Sales Notice.
  • Meteora agreed to maintain a net long position of the EDOC and/or the Company’s securities during the term of this Agreement.
  • Simultaneously with the closing of the Business Combination, Edoc will deposit into an escrow account with the Escrow Agent, subject to the terms of an escrow agreement to be entered into prior to the Business Combination, up to $10.42 multiplied by the number of Meteora Shares held by Meteora as of the closing of the Business Combination.
  • New Pubco’s purchase of the Meteora Shares will be made with funds from the escrow account attributed to the Meteora Shares.
  • In the event that Meteora sells any Meteora Shares as provided for above, it shall provide an Open Market Sale Notice to New Pubco and Escrow Agent within three business days of such sale, if, as a result of such sales, Meteora hold less than an aggregate of 550,000 Class A ordinary shares, and the Escrow Agent shall release from the escrow account to New Pubco an amount equal to the pro rata portion of the escrow attributed to the Meteora Shares which Meteora have sold; provided that if Meteora sells any Meteora Shares before the one (1) month anniversary of the Business Combination Closing Date, the Escrow Agent shall release from the Escrow Account:
    • (a) to Meteora, an amount equal to the number of Meteora Shares sold multiplied by $0.05, and
    • (b) to New Pubco, an amount equal to the number of Meteora Shares sold multiplied by $10.37.
  • Other than as described above in the event that Meteora chooses not to sell to New Pubco any Meteora Shares that they own as of the three-month anniversary of the Business Combination Closing Date, the Escrow Agent shall release all remaining funds from the escrow account to Edoc for Edoc’s use without restriction.
  • The Meteora Purchase Agreement may be terminated:
    • (i) by mutual written consent of Edoc and Meteora;
    • (ii) at the election of Meteora if Edoc’s shareholders fail to approve the Business Combination before August 12, 2022, subject to extension by mutual agreement;
    • (iii) prior to the closing of the Business Combination by mutual agreement of Meteora if there occurs a Company Material Adverse Effect;
    • (iv) by Meteora if prior to the day that is five (5) business days prior to the date of the Business Combination Meeting, Edoc, Meteora and the Escrow Agent have not executed the Escrow Agreement; and
    • (v) by Meteora, if prior to February 7, 2022, Edoc does not reach substantially similar non-redemption or forward purchase agreements with Additional Investors committing an aggregate of 2,200,000 Class A ordinary shares of Edoc to the same restrictions included in the Meteora Purchase Agreement.

Sea Otter, Mint Tower, Feis, and Yakira Purchase Agreements:

  • Edoc has also entered into share purchase agreements with identical terms to the Meteora Purchase Agreement (collectively, the “Forward Purchase Agreements”) with Sea Otter (covering 550,000 shares), with Mint Tower (covering 550,000 shares), Feis (covering 275,000 shares) and Yakira (covering 275,000 shares).
  • Notwithstanding the foregoing, at any time from July 12, 2022 until four (4) trading days prior to the Business Combination Meeting, Edoc, in its sole discretion, may reduce the number of shares to be purchased by the Backstop Investors pursuant to the Backstop Agreements.
  • In such event, any reduction will be made and applied to the Backstop Investors on a pro rata basis.

FOUNDER SHARE TRANSFER AGREEMENT

The Sponsor entered into certain share transfer agreements (the “Founder Share Transfer Agreements”) with the Backstop Investors.

Meteora Share Transfer Agreement:

Pursuant to the Founder Share Transfer Agreement with Meteora on February 2, 2022, Meteora agreed not to sell, transfer or seek redemption of an aggregate of 550,000 public shares of Edoc and to vote such shares in favor of the Extension and the Business Combination.

  • In consideration of Meteora’s agreement to abide by such restrictions on its public shares, the Sponsor agreed to transfer to Meteora an aggregate of up to 84,727 shares of Edoc Class B ordinary shares (the “Transferred Founder Shares”).
  • Of such amount, 84,727 founder shares shall be transferred within five business days following the Extension Meeting.
  • Additionally, if the Business Combination has not consummated by May 12, 2022, then for each monthly period from May 12, 2022 until August 12, 2022 that the Business Combination has not closed, then Edoc shall cause to be paid to Meteora, at Edoc’s discretion, either:
    • (i) a cash amount of $0.05 per Meteora Share not redeemed by Meteora, for an aggregate of up to $0.15 per Public Share, or
    • (ii) or 0.034 Transferred Founder Shares per Meteora Share not redeemed by Meteora in connection with the Extension Meeting, to be transferred by the Sponsor (or its designees), for an aggregate of up to 0.1027 Transferred Founder Shares per share.
  • Such payment(s) will be made within five (5) business days following each of May 12, 2022, June 12, 2022, and July 12, 2022, to the extent that the Business Combination has not closed by such dates.

Sea Otter, Mint Tower, Feis, and Yakira Share Transfer Agreement:

Edoc has also entered into founder shares transfer agreements with identical terms to the Meteora Share Transfer Agreement with Sea Otter (pursuant to which up to 84,727 founder shares will be transferred to Sea Otter), with Mint Tower (pursuant to which up to 84,727 founder shares will be transferred to Mint Tower), Feis (pursuant to which up to 42,363 founder shares will be transferred to Feis) and Yakira (pursuant to which up to 42,363 founder shares will be transferred to Yakira).

  • Any founder shares transferred pursuant to the Founder Share Transfer Agreements will be subject to the same rights and obligations as the remaining founder shares held by the Sponsor, including certain registration rights and the obligations to
    • (a) vote any founder shares held by them in favor of the Business Combination, and
    • (b) subject any founder shares held by them to the same lock-up restrictions as the founder shares held by the Sponsor.

NOTABLE CONDITIONS TO CLOSING

  • Edoc shall have cash and cash equivalents, including funds remaining in Edoc’s trust account and the proceeds of any PIPE Investment, after giving effect to any Redemptions but prior to the payment of Edoc’s unpaid expenses or liabilities, of at least equal to $10,000,000

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated by either Edoc or Calidi if any of the conditions to Closing have not been satisfied or waived by August 2, 2022 (the “Outside Date”).
  • Provided that Edoc shall have the right to extend the Outside Date if it obtains an extension of the deadline by which it must complete its business combination (an “Extension”) for an additional period the shortest of
    • (i) three months.
    • (ii) the period ending on the last day for Edoc to consummate a business combination after such Extension.
    • (iii) such period as determined by Edoc.

ADVISORS

  • H.C. Wainwright & Co. served as financial advisor to Calidi.
  • Lewis Brisbois Bisgaard & Smith LLP acted as legal counsel to Calidi.
  • Ellenoff Grossman & Schole LLP acted as legal counsel to Edoc.
  • I-Bankers Securities, Inc. acted as financial advisor to Edoc.

MANAGEMENT & BOARD


Executive Officers

Kevin Chen, 43
Chairman of the Board of Directors & Chief Executive Officer

Mr. Chen has been serving as Chief Investment Officer and Chief Economist of Horizon Financial, a New York based investment management company that offers cross-border investment solutions to global financial institutions and individuals, since May 2018, where he is responsible for advising clients in investing healthcare facilities in the United States. Mr. Chen has also been serving as a board member of Horizon Global Access Fund (Cayman), a segregate portfolio of Flagship Heathcare Properties Fund, a leading U.S. Heathcare REIT, since February 2019. Previously Kevin served as a senior portfolio manager of Credit Agricole/Amundi Asset Management from August 2008 to October 2011, a director of Asset Allocation of Morgan Stanley from August 2004 to August 2008, and a manager of China Development Bank from September 1998 to August 2000. Kevin is an Adjunct Associate Professor at New York University, and Co-Founder and Vice-Chairman of the Absolute Return Investment Management Association of China. Kevin has also been a guest speaker at Harvard University, Fordham University, Pace University, and IESE Business School. He is a former member of the Adjunct Advisory Committee and former Interim Head of the Private Sector Concentration program of Master of Science in Global Affairs, New York University. He is a Member of the Economic Club of New York, Co-Chair of the New York Finance Forum, Fellow of the Foreign Policy Association, Member of the Bretton Woods Committee, Editorial Advisory Board Member of the Global Commodity Applied Research Digest (GCARD) at JP Morgan Center for Commodities (JPMCC) at the University of Colorado Denver Business School. Kevin obtained his PhD in Finance from the Financial Asset Management Engineering Center at University of Lausanne, Switzerland in 2005, Master’s degree in Finance, Center for Economic Research, Tilburg University in the Netherland in 2001, and B.A. degree in Economics from the Renmin University of China in China in 1998.


Bob Ai, 57 [Appointed CFO 10/6/22]
Chief Financial Officer and Director

Mr. Ai has served as a managing partner of Goby Global LLC, which provides financial communications, cross-border licensing, and other strategic advisory services since January 2022. From September 2016 to December 2021, Mr. Ai served as managing director of Solebury Trout, a strategic communications firm. Prior to this, Mr. Ai served as a Managing Director and a Senior Biotech Analyst of WallachBeth Capital, a boutique broker-dealer. From February 2011 to June 2012, he served as Chief Financial Officer of Aoxing Pharmaceutical, an NYSE-listed Chinese specialty pharmaceutical company at the time. He also served as a Principal of Merlin Nexus, a crossover life science private equity firm, from March 2007 to January 2011, and served as a Senior Equity Analyst of Bennett Lawrence and Merlin Biomed Group, both asset management firms. He has published eight articles in peer-reviewed scientific journals and also won the prestigious Ray Wu scholarship for outstanding Chinese student to study abroad. Bob holds Series 7, 63, 79, 86, and 87 securities licenses and is affiliated with Solebury Capital, a registered broker-dealer. Mr. Ai received his Ph.D. and MBA degrees from Penn State University in in 1992 and 2001, respectively, and did postdoctoral training at the University of Pennsylvania.


Christine Zhao, 48 [Resigned 10/6/22]
Chief Financial Officer and Director

Since September 2016, Ms. Zhao has been a Venture Partner at Yuan Ming Capital, a cross-border healthcare VCPE fund, where she focuses on healthcare services, medical devices and diagnostics sectors, across early to late-stage acquisition opportunities. She is a Board member of Nasdaq-listed bio-pharmaceutical company BeyondSpring Inc. (NASDAQ: BYSI), which develops innovative immuno-oncology cancer therapies. Previously, from November 2015 to December 2019, she served as Chief Financial Officer for two large PE-backed growth-stage companies, including Best Inc., a pre-IPO logistics technology company in China with major investors including Alibaba, Softbank, Goldman, IFC, among other large PE funds, which later priced its initial public offering at a valuation over $3 billion (NYSE: BEST). Prior to this, she served as a Managing Director of Bank of America Merrill Lynch and an Executive Director of JPMorgan, where she held senior positions at headquarters and global corporate and investment banking units, across a broad spectrum of functional areas including Treasury, liquidity products, capital management, risk management, and as regional CFO/COO in transaction banking and corporate banking units. She also worked at American Express in various capacities including corporate strategic planning and venture investing from March 2003 to March 2008. Early in her career, Ms. Zhao worked in investment banking at Goldman Sachs and in corporate finance/corporate development at FedEx. She has worked in New York, London, Singapore, Hong Kong and China, and has managed teams across four continents. Christine received an MBA from Harvard Business School in 2002, a master’s degree in Economics and Finance from University of Alabama in 1997 and a bachelor’s degree in Economics with distinction from Fudan University in China in 1995. She is a Board member of the Chinese Finance Association, a non-profit organization with over 7,000 members worldwide, and a Board member of the Asian Pacific American Advocates (OCA) Westchester & Hudson Valley Chapter. She is also a founding Board Member of the American Chinese Unite Care (ACUC), a charity coalition of 159 community organizations which has raised $5.8 million in unds and personal protective equipment for tri-state area medical workers and first-responders in COVID-19 relief since March 2020.


 

Board of Directors

Gang Li, 49
Director

Dr. Gang Li will serve as one of our directors following the completion of this offering. Dr. Li has been a physician partner and Education Director at the Comprehensive Spine and Sports Center since July 2012, one of the largest pain management and sports medicine center in Silicon Valley, which provides comprehensive and multidisciplinary pain management services. He has also been serving as an adjunct clinical faculty at Stanford University Pain Management Center since July 2013, where he teaches Stanford residents and fellows on the cutting-edge pain management knowledge and techniques. He has published 15 papers in prestigious peer-reviewed international medical journals and 13 abstracts in national and international conferences on topics ranging from pain management, regenerate medicine, healthcare risk stratification to molecular mechanisms and pharmacological intervention for aging, obesity and diabetes. Dr. Li has also been serving as Chief Medical Officer of iHealth Frontier, an innovative start-up focusing on improving the healthcare outcome with healthcare analytics and infrastructure software for ACOs (Accountable Care Organizations) (Medicare and commercial), IPAs (Independent Physician Associations) and commercial payers, while reducing the overall costs. Dr. Li is a board certified, Harvard-trained anaesthesiologist and a Stanford-trained interventional Pain Medicine specialist. He completed his anaesthesiology residency from Massachusetts General Hospital/Harvard Medical School in 2010 and his fellowship in Multidisciplinary Pain Management at Stanford University School of Medicine in 2011. Prior to the specialty training, he graduated from Peking Union Medical College in China in 1997 with a medical degree. Dr. Li received his PhD degree in neuropharmacology of Aging and metabolic disorders from the University of Florida in 2003.


Jiuji Yan, 55 [Resigned 10/6/22]
Director

Mr. Yan is a software architect and senior software engineer. He has more than 20 years experiences as a developer, architect and senior IT manager in healthcare, insurance and finance industries. Mr. Yan has served as senior software engineer of Smartlink Health Solution and Weill Cornell Medicine since June 2017, focusing on the integration of various EMR/EHR systems and the promotion of healthcare standards. Prior to that, from January 2013 to May 2017, Mr. Yan served as Chief Technology Officer of Wellong eTown International Logistics(hletong.com), an ecommerce platform company in China, where he led a large team of IT professionals to develop a leading logistic platform for financing, transaction and transportation of commodities, and launched over 25 patents to protect the business model, algorithms and new software patterns. Prior to this, Mr. Yan worked for Mount Sinai Medical Center as a senior software specialist from August 2010 to December 2012 where he led a team to design and develop portals for the institution. Earlier in his career, Mr. Yan also worked for Columbia University, Prudential Financial and Country-Wide Insurance Company as software engineer/architect from May 1999 to August 2010. Mr. Yan was a Ph.D. candidate in Chemical Engineering at Polytechnic University. Mr. Yan received his master’s degree in Systems Engineering from New York University in 2009 and a master’s degree in Process Engineering from Chinese Academy of Sciences in 1989. Mr. Yan obtained his bachelor’s degree in chemical engineering from Tsinghua University in 1986.


Yan Michael Li, 50 [Appointed 10/18/22]
Independent Director

Yan Michael Li, MD, PhD, is a neurosurgeon and director of Minimally Invasive Brain and Spine Institute (MIBSI), where he has been since July 2020. Since July 2014, Mr. Li has served as Clinical Assistant Professor at UT MD Anderson Cancer Center and has served as Clinical Assistant Professor at SUNY Upstate Medical University since March 2021. Dr. Li specializes in treating complex spine disorders and brain and spine tumors. Since August 2021, he has served as Chief Executive Officer and board director of ExoNanoRNA, LLC, a platform biotechnology company developing a new class of RNA nanotechnology-based therapeutics for cancer, and vaccine. Since December 2016, he has served as the Founder and President of AIH LLC, a smart wearable devices-based Spine and Neuro AI Healthcare and Management Company. Mr. Li received his medical degree from Peking Union Medical College and underwent resident and fellowship training at the State University of New York Upstate Medical University and the Dana-Farber Cancer Institute and Boston Children Hospital at Harvard Medical School. Dr. Li completed neurosurgical oncology fellowship training at The University of Texas MD Anderson Cancer Center in Houston focusing on complex spine tumor surgery.


Jintao Zheng, 46 [Appointed 10/18/22]
Independent Director

Jintao Zheng is the Founder and President of Delta International Inc., where he has been since July 2002. Mr. Zheng serves as the President, where he is responsible for business development. Since 2016, Mr. Zheng has served as the Founder and President of Brilliant Investment LLC, an investment firm. Since 2004, he has served as the Founder and President of Trinity Distribution Inc., where he was responsible for overseeing budgets, staff, and executives and evaluating the success of the company. From January 2003 to January 2010, Mr. Zheng served as the Chief Executive Officer of Shandong Santao Foods Co., Ltd. Mr. Zheng has over 20 years of experience as a business executive in the International Business Logistic and Supply Chain Management industry. Mr. Zheng graduated from University of Houston with a B.S. in Business Administration and a M.S. in Accountancy.