UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 23, 2019
Date of Report (Date of earliest event reported)
Chardan Healthcare Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-38762 | 82-3364020 | ||
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
| 17 State Street, 21st Floor New York, NY | 10004 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (646) 465-9000
N/A
(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 of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||
| Units, each consisting of one share of common stock, $0.0001 par value, and one Warrant | CHAC.U | NYSE American | ||
| Common stock, $0.0001 par value per share | CHAC | NYSE American | ||
| Warrants to purchase common stock | CHAC.WS | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
IMPORTANT NOTICES
Forward-Looking Statements
This Current Report on Form 8-K and the documents incorporated by reference herein (this “Current Report”) contain certain “forward-looking statements” within the meaning of “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “target,” “believe,” “expect,” “will,” “shall,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” “forecast,” “intend,” “plan,” “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Examples of forward-looking statements include, among others, statements made in this Current Report regarding the proposed transactions contemplated by the merger agreement (the “Merger Agreement”) among CHAC, CHAC Merger Sub Ltd. and BiomX (the “Merger”), including the anticipated initial enterprise value and post-closing equity value, the benefits of the Merger, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the Merger. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on CHAC and BiomX managements’ current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results and outcomes to differ materially from those indicated in the forward-looking statements include, among others, the following: (1) the occurrence of any event that could give rise to the termination of the Merger Agreement; (2) the outcome of any legal proceedings that may be instituted against CHAC, the combined company, or others following the announcement of the Merger and the Merger Agreement; (3) the inability to complete the Merger due to the failure to obtain approval of CHAC’s stockholders or to satisfy other conditions to closing in the Merger Agreement; (4) changes to the proposed structure of the Merger that may be required or appropriate as a result of applicable laws; (5) the ability to meet NYSE American listing standards following the consummation of the Merger; (6) the risk that the Merger disrupts current plans and operations of BiomX as a result of the announcement and consummation of the Merger; (7) the ability to recognize the anticipated benefits of the Merger, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with third parties and partners, obtain adequate supply of raw materials and retain its management and key employees; (8) costs related to the Merger; (9) changes in applicable laws or regulations; (10) the possibility that BiomX or the combined company may be adversely affected by other economic, business, regulatory, and/or competitive factors; (11) BiomX estimates of expenses; (12) the impact of foreign currency exchange rates and interest rates fluctuations on the results of BiomX or the combined company; and (13) other risks and uncertainties indicated in the proxy statement of CHAC filed by CHAC with the SEC in connection with the Merger, including those under “Risk Factors” therein, and other documents filed or to be filed from time to time with the SEC by CHAC.
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A further list and description of risks and uncertainties can be found in CHAC’s Prospectus dated December 14, 2018 filed with the SEC and in the proxy statement on Schedule 14A that has been filed with the SEC by CHAC in connection with the proposed transaction dated September 23, 2019, and other documents that the parties may file or furnish with the SEC, which you are encouraged to read. Any forward-looking statement made by us in this Current Report is based only on information currently available to CHAC and BiomX and speaks only as of the date on which it is made. CHAC and BiomX undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by law.
Item 5.07. Submissions of Matters to a Vote of Security Holders.
CHAC held a Special Meeting of Stockholders (the “Special Meeting”) on October 23, 2019 at 10:00 a.m. local time at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154. Summarized below are the results of the matters voted on at the Special Meeting.
|
Matters Voted On |
For | Against | Abstain | ||||||||||
| Approve the authorization for the Company to merger with and into BiomX Ltd. (“BiomX”), as provided for in the Merger Agreement, dated as of July 16, 2019, as amended and restated on October 11, 2019 (the “Merger Agreement”), by and among the Company, CHAC Merger Sub Ltd., BiomX and Shareholder Representative Services LLC (“SRS” and, together with BiomX, the “Sellers”), including the initial consideration paid to the Sellers and the earn-out consideration. | 6,700,613 | 176,225 | 0 | ||||||||||
| Approve the amendment of the certificate of incorporation of the Company (the “Current Certificate of Incorporation”) to increase the number of authorized shares of common stock. | 6,700,603 | 176,235 | 0 | ||||||||||
| Approve the amendment of the Current Certificate of Incorporation to provide for classification of the board of directors into three classes. | 6,700,603 | 176,235 | 0 | ||||||||||
| Approve the Chardan Healthcare Acquisition Corp. 2019 Omnibus Long-Term Incentive Plan. | 6,700,603 | 176,235 | 0 | ||||||||||
| Approve the issuance of more than 20% of the issued and outstanding shares of common stock of the Company pursuant to the terms of the Merger Agreement, as required by NYSE American Listed Company Guide Sections 712 and 713. | 6,700,623 | 176,215 | 0 | ||||||||||
As a result of the voting at the Special Meeting, each of the proposals described above was approved by the Company’s stockholders.
Item 8.01. Other Events
On October 23, 2019, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits
| (c) | Exhibits. |
| Exhibit No. | Description | |
| 99.1* | Press Release dated October 23, 2019 |
*Furnished but not filed.
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SIGNATURES
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 October 23, 2019
| CHARDAN HEALTHCARE ACQUISITION CORP. | ||
| By: | /s/ Jonas Grossman | |
| Name: | Jonas Grossman | |
| Title: | President and Chief Executive Officer | |
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Exhibit 99.1
Chardan Healthcare Acquisition Corp. Shareholders Approve Definitive Merger Agreement with BiomX Ltd.
– Combined Company Expected to Be Listed on the NYSE American Stock Exchange Under Symbols PHGE, PHGE.U, and PHGE.WS –
NEW YORK and Ness Ziona, Israel, October 23, 2019 -- Chardan Healthcare Acquisition Corp. (NYSE: CHAC, “CHAC”), a special purpose acquisition company sponsored by affiliates of Chardan Capital Markets LLC (“Chardan”) announced today that its shareholders have voted to approve CHAC’s previously announced business combination with BiomX Ltd. (“BiomX”), a microbiome company developing both natural and engineered phage therapies. More than 97% of the shares voted today at CHAC’s special meeting of stockholders were voted in favor of the proposed transaction with BiomX. CHAC’s board of directors had previously approved the business combination and recommended that its shareholders vote in favor. BiomX’s board of directors and stockholders had also previously approved the business combination.
The transaction is expected to close on October 28, 2019, subject to the satisfaction or waiver of certain closing conditions. The combined company will be renamed BiomX Inc. and its shares of common stock, units, and warrants are expected to trade on the NYSE American on October 29, 2019 under the symbols PHGE, PHGE.U, and PHGE.WS, respectively.
About the Merger
As announced on July 16, 2019, CHAC agreed to merge with BiomX, a privately-held biotechnology company whose investors include OrbiMed, Johnson & Johnson Innovation - JJDC, Inc. (JJDC), Takeda Ventures, Inc., MiraeAsset, Seventure Partners’ Health for Life Capital I, SBI Japan-Israel Innovation Fund, as well as RM Global Partners (RMGP) BioPharma Investment Fund.
The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the merger agreement, a copy of which was filed by CHAC with the Securities and Exchange Commission (SEC).
Advisers
Chardan is acting as CHAC's M&A and capital markets adviser. Cantor is acting as capital markets adviser to BiomX. Loeb & Loeb LLP and Meitar Liquornik Geva Leshem Tal are representing CHAC. Goodwin Procter LLP, Mayer Brown LLP and ZAG-S&W Zysman Aharoni Gayer & Co are representing BiomX.
About BiomX
BiomX is a clinical stage microbiome company developing both natural and engineered phage cocktails designed to target and destroy bacteria that affect the appearance of skin, as well as harmful bacteria in chronic diseases, such as IBD, PSC, and cancer. BiomX discovers and validates proprietary bacterial targets and customizes phage compositions against these targets. See www.biomx.com. No portion of BiomX’s website is incorporated by reference into or otherwise deemed to be a part of this press release.
About Chardan Healthcare Acquisition Corp.
CHAC is a special purpose acquisition company formed for the purpose of effecting a merger, acquisition, or similar business combination. CHAC raised $70.0 million in December 2018 for the purpose of combining with a public or privately-held operating business. CHAC was founded and sponsored by affiliates of Chardan Capital Markets LLC. CHAC is Chardan’s fifth publicly traded acquisition vehicle. CHAC’s securities are currently traded on the NYSE-American exchange under the symbols CHAC, CHAC.U, and CHAC.W and are expected to subsequently trade under the symbols PHGE, PHGE.U, and PHGE.W after the close of the business combination with BiomX.
Safe Harbor Language
This press release contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the US Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “target,” “believe,” “expect,” “will,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Examples of forward-looking statements include, among others, statements made in this press release regarding the proposed business combination, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed business combination, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the proposed transactions contemplated by the definitive agreement. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on CHAC and BiomX managements’ current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results and outcomes to differ materially from those indicated in the forward-looking statements include, among others, the following: (1) the occurrence of any event that could give rise to the termination of the agreement with respect to the business combination; (2) the outcome of any legal proceedings that may be instituted against CHAC, the combined company, or others following the announcement of the business combination and the business combination agreement; (3) the inability to complete the business combination due to the failure to satisfy other conditions to closing in the business combination agreement; (4) changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws; (5) the ability to meet NYSE American listing standards following the consummation of the business combination; (6) the risk that the business combination disrupts current plans and operations of BiomX as a result of the announcement and consummation of the business combination; (7) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with third parties and partners, obtain adequate supply of raw materials and retain its management and key employees; (8) costs related to the business combination; (9) changes in applicable laws or regulations; (10) the possibility that BiomX or the combined company may be adversely affected by other economic, business, regulatory, and/or competitive factors; (11) BiomX estimates of expenses; (12) the impact of foreign currency exchange rates and interest rates fluctuations on the results of BiomX or the combined company; and (13) other risks and uncertainties indicated in the proxy statement of CHAC to be filed by CHAC with the SEC in connection with the business combination, including those under “Risk Factors” therein, and other documents filed or to be filed from time to time with the SEC by CHAC. A further list and description of risks and uncertainties can be found in CHAC’s Prospectus dated December 14, 2018 filed with the SEC and in the proxy statement on Schedule 14A filed with the SEC by CHAC in connection with the proposed transaction, and other documents that the parties may file or furnish with the SEC, which you are encouraged to read. Any forward-looking statement made by us in this press release is based only on information currently available to CHAC and BiomX and speaks only as of the date on which it is made. CHAC and BiomX undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by law.
CHAC contact:
Jonas Grossman
Chief Executive Officer
Chardan Healthcare Acquisition Corp.
+1-212-920-9000
grossmanj@chardanspac.com
BiomX contact:
Assaf Oron
Chief Business Officer
BiomX
+972-54-2228901
assafo@biomx.com