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): December 13, 2021
 
HEALTHCARE SERVICES ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
001-39823
85-2754095
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)

7809 Woodmont Avenue, Suite 200
Bethesda, MD
 
20814
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (301) 605-1309
Not Applicable
(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
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant
 
HCARU
 
The Nasdaq Capital Market LLC
Class A common stock included as part of the unit
 
HCAR
 
The Nasdaq Capital Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
 
HCARW
 
The Nasdaq Capital 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
Emerging growth company ☒
 
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 disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01.
 
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
On December 13, 2021, Healthcare Services Acquisition Corporation (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of up to $5,000,000 to Healthcare Services Acquisition Holdings LLC (the “Sponsor”). The Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination (a “Business Combination”). If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert up to $2,000,000 of the Note to Warrants of the Company, at a price of $1.00 per warrant (the “Warrants”). The Warrants will be identical to the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company’s initial public offering. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.
 
The Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
 
The Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note.
 
Item 4.02
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
 
The Company previously presented a portion of its shares of Class A common stock subject to redemption (the “Class A Shares”) as permanent equity because the Company’s amended and restated certificate of incorporation does not permit redemptions of Class A Shares that would cause the Company’s net tangible assets to be less than $5,000,001. After discussion and evaluation, the Company concluded that all Class A Shares should be classified as temporary equity because such shares can be redeemed or become redeemable subject to the occurrence of events outside the Company’s sole control. This reclassification of equity was reflected in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 15, 2021 as a revision.
 
However, on December 13, 2021, the Audit Committee of the Board of Directors of the Company concluded, after discussion with the Company’s management, that the Company’s audited financial statements for the fiscal year ended December 31, 2020 included in its Annual Report on Form 10-K filed on March 29, 2021 (as further amended on June 24, 2021) and the Company’s unaudited interim financial statements for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021 included in its Quarterly Reports on Form 10-Q filed on July 8, 2021, August 16, 2021 and November 15, 2021, respectively (collectively, the “Affected Periods”), should no longer be relied upon because the revision should have instead been characterized as a restatement. As a result, the Company plans to restate its financial statements for the Affected Periods in an amendment to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021.

As noted above, the Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective.

Notwithstanding the misidentification, management believes that the financial statements included in the December 31, 2020 Annual Report on Form 10-K filed on March 29, 2021 (as further amended on June 24, 2021) and in the September 30, 2021 Quarterly Report on Form 10-Q filed on November 15, 2021 present fairly in all material respects the Company’s financial position, results of operations and cash flows for the periods presented.

The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account.

The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K with WithumSmith+Brown, PC, the Company’s independent registered accounting firm.
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On December 13, David T. Blair resigned as Chief Executive Officer of the Company, effective December 13, 2021. Mr. Blair will continue to serve as the Chairman of the Board of Directors (“Board”). On December 13, 2021, the Board appointed Joshua B. Lynn, the Company’s Chief Financial Officer, to succeed David T. Blair as Chief Executive Officer, effective December 13, 2021.
 
Mr. Lynn, 41, has served as the Company’s Chief Financial Officer since its inception. From 2012 to 2020, Mr. Lynn was an investor at Caspian Capital LP, an opportunistic credit fund where he ultimately served as a Managing Director, covering the firm’s healthcare portfolio. Mr. Lynn received his B.A. from Emory University and his M.B.A. from the Wharton School of the University of Pennsylvania. Mr. Lynn has resigned from his position as the Company’s Chief Financial Officer.
 
There are no arrangements or understandings pursuant to which Mr. Lynn was selected for his position. He has no family relationships with any of the Company’s directors or executive officers, and he is not a party to, and he does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K.
 
The Board has appointed John Stanfield as the Company’s Chief Financial Officer, effective December 13, 2021.
 
Mr. Stanfield, age 40, has served as senior principal with Stanfield & Associates, a public accounting firm specializing in the private equity industry and international taxation, since 2011. Most recently, Mr. Stanfield has been Co-President of Aequum Capital and the Chief Executive Officer of Lorem LLC. Mr. Stanfield also serves on the Board of Directors of Twist Investment Corporation. Mr. Stanfield received both his B.A and M.S.T. from the University of Illinois Urbana-Champaign and his M.S.A from DePaul University. Mr. Stanfield has been a Certified Public Accountant since 2006.
 
There are no arrangements or understandings pursuant to which Mr. Stanfield was selected for his position. He has no family relationships with any of the Company’s directors or executive officers, and he is not a party to, and he does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K.
 
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
   
Promissory Note, dated December 13, 2021, issued by Healthcare Services Acquisition Corporation to Healthcare Services Acquisition Holdings LLC

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.

Dated: December 13, 2021
Healthcare Services Acquisition Corporation
   
 
By:
/s/ Joshua B. Lynn
 
Name:
Joshua B. Lynn
 
Title:
Chief Executive Officer


Exhibit 10.1

PROMISSORY NOTE

Principal Amount: Up to $5,000,000
As of December 13, 2021

Healthcare Services Acquisition Corporation, a Delaware corporation and blank check company (“Maker”), promises to pay to the order of Healthcare Services Acquisition Holdings LLC, a Delaware limited liability company, or its registered assigns or successors in interest (“Payee”) the principal sum of Five Million Dollars ($5,000,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note on the maturity date in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
 
1.          Principal. The entire unpaid principal balance of this Note shall be repayable on the consummation of the Maker’s merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). Payee understands that if a Business Combination is not consummated, this Note will not be repaid and all amounts owed hereunder will be forgiven except to the extent that the Maker has funds available to it outside of its trust account established in connection with its initial public offering.
 
  2.
Interest. No interest shall accrue on the unpaid principal balance of this Note.
 
3.           Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
 
  4.
Events of Default. The following shall constitute an event of default (“Event of Default”):
 
(a)         Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days following the date when due.
 
(b)         Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
 
(c)          Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

  5.
Remedies.
 
(a)          Upon the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
 
(b)         Upon the occurrence of an Event of Default specified in Sections 4(b) or 4(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
 
6.           Conversion. Upon consummation of a Business Combination, the Payee shall have the option, but not the obligation, to convert up to $2,000,000 of the principal balance of this Note, at the option of the Payee, into warrants (“Warrants”) of the Maker at a price of $1.00 per Warrant, each Warrant being identical to the “private placement warrants” (as defined in Maker’s final prospectus in connection with the IPO). As promptly after notice by Payee to Maker to convert the principal balance of this Note, which must be made at least 24 hours prior to the consummation of the Business Combination, as reasonably practicable and after Payee’s surrender of this Note, Maker shall have issued and delivered to Payee, without any charge to Payee, in book-entry form or a certificate or certificates (issued in the name(s) requested by Payee) for the number of Warrants of Maker issuable upon the conversion of this Note.
 
7.          Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
 
8.         Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

9.           Notices. Any notice called for hereunder shall be deemed properly given if (i)  sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section:

2
If to Maker:
 
Healthcare Services Acquisition Corporation
7809 Woodmont Avenue, Suite 200
Bethesda, MD 20814
 
If to Payee:
 
Healthcare Services Acquisition Holdings LLC
7809 Woodmont Avenue, Suite 200
Bethesda, MD 20814
 
Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail transmission was received by the receiving party’s on-line access provider (iv) the date reflected on a signed delivery receipt, or (vi) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.
 
10.            Construction. This Note shall be construed and enforced in accordance with the domestic, internal law, but not the law of conflict of laws, of the State of New York.
 
11.          Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
 
12.         Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established in which the proceeds of the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement to occur prior to the consummation of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.
 
13.         Amendment; Waiver.  Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
 
14.         Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
 
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by its Chief Financial Officer the day and year first above written.

[Remainder of Page Intentionally Left Blank]

3
 
HEALTHCARE SERVICES ACQUISITION
CORPORATION
   
 
By:
    /s/ John Stanfield
 
Name:  John Stanfield
 
Title:    Chief Financial Officer

HEALTHCARE SERVICES ACQUISITION
HOLDINGS LLC
 
   
By:
  /s/ Tao Tan
 
Name:   Tao Tan
 
Title:     Chief Operating Officer
 

[Signature Page to Promissory Note]