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): March 31, 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 (the “Sponsor”), whereby the Sponsor agreed to make available to the Company office space, utilities and secretarial and administrative services, as the Company may require from time to time, at a rate of $10,000 per month (the “Administrative Support Agreement”).

 

Effective March 31, 2021, the Company and Sponsor entered into a termination agreement (the “Termination Agreement”) to terminate the Administrative Support Agreement (and any accrued obligations pursuant thereto). Since the initial public offering, the Company has not made any payments under the Administrative Support Agreement, and has paid for services rendered and expenses advanced by the Sponsor on an as-needed basis. A copy of the Termination Agreement 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   Termination Agreement, dated March 31, 2021 by and between the Company and the Sponsor.

 

1

 

 

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: April 6, 2021
   
  By:  /s/ Kevin Chen
    Kevin Chen
Chief Executive Officer

 

 

2

 

Exhibit 10.1

 

TERMINATION AGREEMENT

 

THIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2021 (the “Effective Date”), by and among American Physicians LLC, a Delaware limited liability company (the “Sponsor”), and Edoc Acquisition Corp., a Cayman Islands exempted company (the “Company”).

 

WHEREAS, the Company and the Sponsor entered into that certain Administrative Support Agreement, dated as of November 9, 2020 (the “Administrative Support Agreement”); and

 

WHEREAS, the parties hereto desire to, effective immediately as of the date first written above, terminate the Administrative Services Agreement as more specifically provided herein.

 

NOW, THEREFORE, the parties hereto, in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, hereby agree as follows:

 

1.       Termination. The parties hereto hereby acknowledge and agree that, effective as of the Effective Date, the Administrative Services Agreement and all obligations of the Company and the Sponsor pursuant thereto will be terminated in all respects.

 

2.       Release and Waiver. Effective as of the Effective Date, each of the parties hereto mutually release and discharge each other from all claims or demands under or in connection with the Administrative Support Agreement. Sponsor hereby waives its right to receive any fees pursuant to such agreement that may have been payable from November 9, 2020 to the date hereof.

 

3.       Further Assurances. Each of the parties hereto hereby further covenants and agrees to execute and deliver all further documents and agreements and take all further action that may be reasonably necessary or desirable in order to enforce and effectively implement the terms and conditions of this Agreement.

 

4.       Successors and Assigns. This Agreement is intended to bind, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

 

5.       Counterparts; Governing Law. This Agreement may be executed in two or more counterparts (including by means of facsimile or other electronic transmission), each of which shall be deemed to be an original and all of which shall constitute the same instrument. This Agreement shall be governed by the laws of the State of Delaware, without giving effect to conflict of laws provisions.

 

6.       Headings. The headings of the sections, paragraphs and subsections of this Agreement are inserted for convenience only and shall not affect the interpretation hereof.

 

*    *    *    *    *

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement effective as of the Effective Date.

 

  EDOC ACQUISITION CORP.
     
  By: /s/ Kevin Chen
  Name:   Kevin Chen
  Title: Chief Executive Officer
     
  AMERICAN PHYSICIANS LLC
     
  By: /s/ Xiaoping Becky Zhang
  Name: Xiaoping Becky Zhang
  Title: Managing Member

 

[Signature Page to Administrative Support Agreement Termination]