UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 9, 2022
MedTech Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-39813 | 85-3009869 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| 48
Maple Avenue, Greenwich, CT |
06830 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (908) 391-1288
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| Class A common stock, par value $0.0001 per share | MTAC | The Nasdaq Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | MTACW | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.
Item 1.02. Termination of a Material Definitive Agreement
As previously disclosed, on August 12, 2021, MedTech Acquisition Corporation, a Delaware corporation (“MTAC” or the “Company”), entered into a business combination agreement (as it may be amended and/or restated from time to time, the “Business Combination Agreement”) with Memic Innovative Surgery Ltd. (“Memic”) and Maestro Merger Sub, Inc., a wholly-owned subsidiary of Memic (“Merger Sub”).
Termination of Business Combination Agreement
On March 10, 2022, MTAC, Memic and Merger Sub entered into a Termination of Business Combination Agreement (the “Termination Agreement”), pursuant to which the parties agreed to mutually terminate the Business Combination Agreement. The termination of the Business Combination Agreement is effective as of March 9, 2022.
As a result of the termination of the Business Combination Agreement, the Business Combination Agreement, along with any Transaction Agreement (as defined in the Business Combination Agreement) entered into in connection therewith, are void and there is no liability under either of the Business Combination Agreement or any Transaction Agreement on the part of any party thereto (including, without limitation, under the SPAC Sponsor Letter Agreement by and among Memic, MedTech Acquisition Sponsor LLC, and the other parties signatory thereto dated August 12, 2021). Pursuant to the Termination Agreement, subject to certain exceptions, the Company, Memic and Merger Sub have also agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the business combination.
MTAC intends to continue to pursue a business combination.
The foregoing descriptions of the Business Combination Agreement and the Termination Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the full text of the Business Combination Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K with the U.S. Securities and Exchange Commission by the Company on August 13, 2021, and the full text of the Termination Agreement, which is attached hereto as Exhibit 10.1, each of which is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 9, 2022, MTAC convened and then adjourned, without conducting any other business, its special meeting of its stockholders (the “Special Meeting”) relating to the proposed business combination with Memic and the other transactions contemplated by the Business Combination Agreement.
Present at the Special Meeting were holders of 19,850,992 shares of MTAC’s Class A common stock and 6,250,000 shares of MTAC’s Class B common stock, in person or by proxy, representing approximately 83.52% of the voting power of the common stock as of January 25, 2022, the record date for the Special Meeting, and constituting a quorum for the transaction of business. As of the record date, 31,250,000 shares of the Company’s common stock, including 25,000,000 shares of Class A common stock and 6,250,000 shares of Class B common stock, were outstanding and entitled to vote at the Special Meeting.
Based on the proxies received by the time of the Special Meeting voting in favor of “The Adjournment Proposal”, which is a proposal allowing the MTAC board of directors to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to provide more time to meet the requirements that are necessary to consummate the Transactions, the Chairman of the Board adjourned the Special Meeting. The voting results were as follows:
| For | Against | Abstain |
| 21,954,156 | 3,142,736 | 1,004,100 |
The Special Meeting was adjourned to 11 a.m. Eastern Time on March 10, 2022, but as a result of the termination of the Business Combination Agreement pursuant to the Termination Agreement disclosed in Item 1.02, such meeting will no longer take place and has been canceled.
Item 8.01. Other Events.
On March 10, 2022, MTAC and Memic issued a joint press release announcing the termination of the Business Combination Agreement. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference. As a result of the termination of the Business Combination Agreement, the special meeting of MTAC’s stockholders, which had been adjourned to March 10, 2022, for the purpose of voting on the Business Combination Agreement and proposed transactions related thereto, will not take place.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1† | Termination of Business Combination Agreement | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document) |
† Certain of the exhibits to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MEDTECH ACQUISITION CORP. | ||
| Dated: March 10, 2022 | By: | /s/ Christopher C. Dewey |
| Name: | Christopher C. Dewey | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
TERMINATION OF BUSINESS COMBINATION AGREEMENT
This Termination of Business Combination Agreement, dated as of March 10, 2022 (this “Termination Agreement”) is by and among MedTech Acquisition Corporation, a Delaware corporation (“MTAC”), Maestro Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Memic Innovative Surgery Ltd. (“Memic”). Capitalized terms used and not defined herein shall have the meanings ascribed to them in the BCA (as defined below). Section references used herein are to the respective sections of the BCA. MTAC, Merger Sub and Memic are collectively referred to as the “Parties” and each as a “Party”.
WHEREAS, MTAC, Merger Sub and Memic are parties to that certain Business Combination Agreement, dated as of August 12, 2021 (the “BCA”); and
WHEREAS, the Parties wish to mutually terminate the BCA in accordance with the provisions thereof.
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:
| 1. | The BCA is hereby terminated, effective immediately, pursuant to Section 9.1(a) of the BCA. |
| 2. | The effect of the termination of the BCA shall be as set forth in Section 9.2 of the BCA; provided that, subject to the terms set forth herein, the Parties hereby waive their respective rights and benefits that would otherwise have survived the termination of the BCA in accordance with Section 9.2 of the BCA, such that upon execution hereof, there shall be no continuing obligation or liability of either party pursuant to the BCA. |
| 3. | MTAC and Memic shall issue a press release relating to this Termination Agreement in the form of Exhibit A hereto, and MTAC shall file a Form 8-K in the form of Exhibit B hereto no later than the first (1st) Business Day after the date hereof. Thereafter, except for disclosure or communication required by applicable Legal Requirements or stock exchange rule, or in response to any request by any Governmental Entity, no Party shall issue any press release with respect to the other Parties, the transactions contemplated thereby and/or this Termination Agreement without the prior written consent of MTAC, in the case of Memic or Merger Sub, or Memic in the case of MTAC; provided that, prior to any disclosure or communication required by applicable Legal Requirements or stock exchange rule or in response to a request by a Governmental Entity, MTAC or Memic, as applicable, shall (i) use their reasonable best efforts to consult with each other before making any such disclosure, communication or response and (ii) to the fullest extent permitted by applicable Legal Requirements, first allow the other to review such disclosure, communication or response and the opportunity to comment thereon, and shall consider such comments in good faith. |
| 4. | MTAC, for itself and on behalf of each of its affiliates, equity holders, partners, joint venturers, lenders, administrators, representatives, shareholders, parents, subsidiaries, officers, directors, attorneys, agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns, hereby absolutely, forever and fully releases and discharges the Memic Parties (as defined below) and their respective affiliates and each of their respective present and former direct and indirect equity holders, directors, officers, employees, predecessors, partners, shareholders, joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities, successors, heirs, and assigns, and each of them, from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations, duties, promises, costs, expenses (including, without limitation, attorneys’ fees and costs), liens, indemnification rights, damages, losses, actions, and causes of action, of any kind whatsoever, whether due or owing in the past, present or future and whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, with respect to, pertaining to, based on, arising out of, resulting from, or relating to the BCA, the Transaction Agreements and the transactions contemplated by the BCA (the “MTAC Released Claims”). |
| 5. | Memic and Merger Sub (the “Memic Parties”), for themselves, and on behalf of each of their respective affiliates, equity holders, partners, joint venturers, lenders, administrators, representatives, shareholders, parents, subsidiaries, officers, directors, attorneys, agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns, hereby absolutely, forever and fully release and discharge MTAC and its affiliates and each of its present and former direct and indirect equity holders, directors, officers, employees, predecessors, partners, shareholders, joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities, successors, heirs, and assigns, and each of them, from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations, duties, promises, costs, expenses (including, without limitation, attorneys’ fees and costs), liens, indemnification rights, damages, losses, actions, and causes of action, of any kind whatsoever, whether due or owing in the past, present or future and whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, with respect to, pertaining to, based on, arising out of, resulting from, or relating to the BCA, the Transaction Agreements and the transactions contemplated by the BCA (the “Company Released Claims,” and together with the MTAC Released Claims, the “Released Claims”). |
| 6. | Notwithstanding anything contained in this Termination Agreement to the contrary, it is the express intention of the Parties that the Released Claims released pursuant to paragraphs 4 and 5 of this Termination Agreement do not include claims, if any, based upon a breach of this Termination Agreement or a breach of the Confidentiality Agreement (as defined below). |
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| 7. | Each Party hereby agrees not to (a) make, publish or communicate to any person or in any public or private forum or through any medium, any disparaging, damaging or demeaning statements about the other Parties or their respective affiliates, or any of their respective officers, directors, employees, or agents, or (b) otherwise engage, directly or indirectly, in any communications with any person that may be disparaging to the other Parties and their respective affiliates that may damage the reputation or goodwill of the other Parties or their respective affiliates, or that may place the other Parties or their respective affiliates in any false or negative light. Each Party hereby represents to the other Parties that it has not engaged in any of the actions and communications described in the foregoing prior to the date hereof. |
| 8. | Each Party acknowledges and understands that there is a risk that subsequent to the execution of this Termination Agreement, each Party may discover, incur or suffer Released Claims that were unknown or unanticipated at the time of the execution of this Termination Agreement, and which, if known on the date of the execution of this Termination Agreement, might have materially affected such Party’s decision to enter into and execute this Termination Agreement. Each Party further agrees that by reason of the releases contained herein, each Party is assuming the risk of such unknown Released Claims and agrees that this Termination Agreement applies thereto. |
| 9. | Except as otherwise provided in paragraph 3 of this Termination Agreement, the Parties hereby acknowledge and agree that each Party continues to be bound by the Confidentiality Agreement, dated as of March 11, 2021 (the “Confidentiality Agreement”), by and among MTAC and Memic, and that all information obtained pursuant to the BCA shall be kept confidential in accordance with the Confidentiality Agreement. |
| 10. | If any term or other provision of this Termination Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Termination Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Termination Agreement are not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Termination Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Termination Agreement be consummated as originally contemplated to the fullest extent possible. |
| 11. | This Termination Agreement shall be governed by, and construed in accordance with, the Legal Requirements of the State of Delaware applicable to contracts executed in and to be performed in such State. Any Legal Proceeding arising out of or relating to this Termination Agreement shall, to the fullest extent permitted by applicable Legal Requirements, be heard and determined exclusively in the Court of Chancery of the State of Delaware; provided that if jurisdiction is not available in such court, then any such Legal Proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. To the fullest extent permitted by applicable Legal Requirements, the Parties hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Legal Proceeding arising out of or relating to this Termination Agreement brought by any Party and (b) agree not to commence any such Legal Proceeding except in the courts described above in Delaware, other than any Legal Proceeding in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. To the fullest extent permitted by applicable Legal Requirements, each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Proceeding arising out of or relating to this Termination Agreement, (i) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the Legal Proceeding in any such court is brought in an inconvenient forum, (B) the venue of such Legal Proceeding is improper or (C) this Termination Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties hereby waives to the fullest extent permitted by applicable Legal Requirements, any right it may have to a trial by jury with respect to any Legal Proceeding directly or indirectly arising out of or relating to this Termination Agreement. Each of the Parties (a) certifies that no Representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of any Legal Proceeding, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties have been induced to enter into this Termination Agreement, as applicable, by, among other things, the mutual waivers and certifications in this paragraph 11. |
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| 12. | This Termination Agreement may be executed and delivered (including by facsimile or portable document format (.pdf transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. |
| 13. | This Termination Agreement may only be amended in writing by the Parties. |
| 14. | Each Party hereby agrees to pay the expenses (including the fees and expenses of counsel, accountants, investment bankers, experts and consultants) incurred by such Party in connection with the BCA and the transactions contemplated thereby in accordance with the BCA. |
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IN WITNESS WHEREOF, the undersigned have executed this Termination Agreement as of the date written above.
| MEDTECH ACQUISITION CORPORATION | ||
| By: | /s/ Christopher Dewey | |
| Name: | Christopher Dewey | |
| Title: | Chief Executive Officer | |
[Signature Page to Termination Agreement]
| MEMIC INNOVATIVE SURGURY LTD. | ||
| By: | /s/ Dvir Cohen | |
| Name: | Dvir Cohen | |
| Title: | Chief Executive Officer | |
| MAESTRO MERGER SUB, INC. | ||
| By: | /s/ Dvir Cohen | |
| Name: | Dvir Cohen | |
| Title: | President | |
[Signature Page to Termination Agreement]
Exhibit A
Press Release
See attached.
Exhibit B
Form 8-K
See attached.
Exhibit 99.1
MedTech Acquisition Corporation and Memic Innovative Surgery Ltd. Mutually Agree to Terminate Business Combination
Tel Aviv, Israel and Fort Lauderdale, FL, March 10, 2022 –MedTech Acquisition Corporation (Nasdaq: MTAC) (“MedTech”), a publicly traded special purpose acquisition company (SPAC) focused on medical technology, and Memic Innovative Surgery Ltd. (“Memic”), a medical device company dedicated to transforming surgery with its proprietary surgical robotic technology, today announced that both companies have mutually agreed to terminate, effective immediately, their previously announced business combination agreement dated August 12, 2021 due to market conditions and associated volatility as a result of recent world events.
“While we are disappointed that our proposed business combination with Memic will not be consummated, we believe that Memic’s Hominis system and its innovative technology, as well as Memic’s highly accomplished management team, will position Memic for future success,” said Chris Dewey, Chief Executive Officer of MedTech.
“With the recent adoption of our Hominis system by three leading U.S. hospitals, we are excited about the ability of the Hominis system to perform robotic transvaginal techniques that were previously unfeasible, fulfilling a significant unmet need in women’s health, with the potential to be applied to a broad range of indications in the future including general surgery.” We are grateful for the support we have received from the MedTech team, whose commitment to surgical robotics we share,” said Dvir Cohen, co-founder and Chief Executive Officer of Memic.
About Memic
Memic, founded in 2013 and based in Tel Aviv, Israel with a wholly owned subsidiary based in Fort Lauderdale, Florida, is a medical device company dedicated to transforming surgery with its proprietary surgical robotic technology. For more information, visit: https://memicmed.com/.
About MedTech Acquisition Corporation
MedTech Acquisition Corporation (Nasdaq: MTAC) is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. MedTech has stated a focus on the medical technology industry in the United States and other developed countries.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of the words such as “ estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or similar expressions that predict or indicate future events, performance, or trends or that are not statements of historical matters. These forward-looking statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Memic’s and MedTech’s management, are not predictions of actual performance, and are subject to risks and uncertainties. Actual events and results could differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect Memic’s and MedTech’s expectations, plans and views as of the date they are made. Memic and MedTech anticipate that subsequent events and developments
will cause Memic’s and MedTech’s assessments to change. Memic and MedTech specifically disclaim any obligation to update any forward-looking statements as a result of new information, future events or otherwise, unless expressly as required by applicable law.
Media Contact:
Lynn Granito
Berry & Company Public Relations
lgranito@berrypr.com
973-818-3732
Investor Contact:
Greg Chodaczek
Gilmartin Group
greg@gilmartinir.com
347-620-7010