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

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 5, 2021

 

EDOC Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands   001-39689   N/A
(State or Other Jurisdiction of Incorporation or Organization)   (Commission File No.)   (I.R.S. Employer Identification No.)

 

7612 Main Street Fishers

Suite 200

Victor, NY 14564

(Address of principal executive offices and zip code)

 

(585) 678-1198

(Registrant’s telephone number, including area code)

(Former name or former address, if changed from 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 (see General Instruction A.2. below):

☐ 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-14(c)).

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 ☒

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol (s) Name of each exchange on which registered
Class A Ordinary Shares, $.0001 par value per share ADOC The NASDAQ Stock Market LLC
Rights, exchangeable into one-tenth of one Class A Ordinary Share ADOCR The NASDAQ Stock Market LLC
Warrants, each exercisable for one-half of one Class A Ordinary Share, each whole Warrant exercisable for $11.50 per share ADOCW The NASDAQ Stock Market LLC

 

 

 

Item 8.01 Other Events.

 

As previously disclosed on a Form 8-K filed by Edoc Acquisition Corp. (the “Company”) on November 13, 2020, as amended, in connection with the Company’s initial public offering, the Company entered into a letter agreement, dated November 9, 2020, with, American Physicians LLC, the Company’s sponsor, and the officers and directors of the Company (the “Letter Agreement”). The Letter Agreement, among other things, imposed certain restrictions on Company insiders and Company securities held by such persons.

 

On January 5, 2021, Christine Zhao, Chief Financial Officer of the Company, and I-Bankers Securities, Inc. entered into a waiver agreement (the “Insider Waiver Letter”) to partially waive Ms. Zhao’s compliance with Section 15 of the Letter Agreement with respect to her ability to become involved in another blank check company prior to the Company’s announcement of an agreement to conduct a business combination. A copy of the form of Insider Waiver Letter is attached as Exhibit 10.1 hereto and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

EXHIBIT INDEX

Exhibit No.   Description
10.1   Waiver Letter dated January 5, 2021 by and among the Company, Christine Zhao, and I-Bankers Securities, Inc.

 

 

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  EDOC ACQUISITION CORP.
   
  Date: January 5, 2021
   
  By:  /s/ Kevin Chen
    Kevin Chen
Chief Executive Officer

 

Exhibit 10.1

 

 

January 5, 2021

 

Edoc Acquisition Corp.

7612 Main Street Fishers

Suite 200

Victor, NY 14564

Attention: Kevin Chen

 

I-Bankers Securities Inc.

535 5th Ave

Suite 423

New York, New York 10017

Attention: Mike McCrory

 

Dear Messrs. Chen and McCrory:

 

Reference is made to the Letter Agreement, dated November 9, 2020 (the “Letter Agreement”) by and among Edoc Acquisition Corp., a Cayman Islands exempted company (the “Company”), American Physicians LLC (“Sponsor”) and the Insiders (as defined in the Letter Agreement). The Letter Agreement was delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between the Company and I-Bankers Securities Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share, $0.0001 par value per share, of the Company (the “Class A Ordinary Shares”) and one redeemable warrant (the “Warrant”) to purchase one-half of one Class A Ordinary Share and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination (the “Right”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Letter Agreement.

 

The undersigned, Christine Zhao, Chief Financial Officer of the Company, is an Insider and a signatory to the Letter Agreement. As you are aware, pursuant to Section 15 of the Letter Agreement, the undersigned agreed not to become involved with another publicly listed blank check company with a class of securities registered under the Exchange Act prior to the Company announcing an agreement with an acquisition target for its initial Business Combination, or the expiration of the period for the Company to announce and/or complete the Company’s initial Business Combination.

 

In view of the fact that the Registration Statement permits Insiders to participate in other blank check companies, whether or not the Company has announced an agreement for its initial Business Combination, the undersigned hereby requests that each of the Company and the Representative partially waive compliance by the undersigned with Section 15 of the Letter Agreement, to enable the undersigned to serve as an independent director of one other publicly listed blank check company prior to the completion of the Company’s initial Business Combination (the “Other Directorship”, subject to the following conditions:

 

(a) Such other publicly listed blank check company shall focus on acquisition targets outside of the health care and health care provider space in North America and Asia-Pacific;

 

(b) The undersigned agrees that, if she becomes aware of a business combination opportunity through her Other Directorship that might be suitable to the Company’s business or investment strategy (a “Competitive Opportunity”), she will recuse herself from all discussions, deliberations, or decisions of the other publicly listed blank check company with respect to such Competitive Opportunity.

 

 

 

(c) On or prior to the date hereof, such publicly listed blank check company has submitted written acknowledgement to each of the Company and the Representative that the undersigned’s entry into this letter and fulfillment of obligations herein does and will not violate any of her contractual or fiduciary obligations to such company.

 

By signing the counterpart to this letter, each of the Company and the Representative, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby (i) consents to the Other Directorship and waives in part the compliance by the undersigned with Section 15 of the Letter Agreement, and (ii) confirms and acknowledges that, subject to the satisfaction of the conditions stated herein, the Other Directorship shall not constitute a breach of the Company’s covenant under Section 15 of the Letter Agreement. Except as specifically waived herein, the Company retains all rights, and the undersigned retains all obligations, as set forth in the Letter Agreement, and the Representative retains all rights as set forth in the Underwriting Agreement.

 

[Signature page follows]

 

 

 

If you are in agreement with the foregoing, kindly indicate such agreement by signing the counterpart to this letter and returning the signed copy thereof to the Company at the address first written above or by e-mail at kevin.chen@edocmed.net.

 

  Sincerely,
   
   
  Christine Zhao

 

 

ACKNOWLEDGED AND AGREED TO:

 

EDOC ACQUISITION CORP.

 

 

By: ___________________________________

Name: Kevin Chen

Title: Chief Executive Officer

 

Date: _________________, 2021

 

 

I-BANKERS SECURITIES INC.

 

 

By: ___________________________________

Name:

Title:

 

Date: ________________, 2021

 

 

[Signature Page to Zhao Insider Waiver Letter]