SECURITIESAND EXCHANGE COMMISSION
Pursuantto Section 13 or 15(d) of the
SecuritiesExchange Act of 1934
Dateof Report (Date of earliest event reported)
ChardanHealthcare Acquisition Corp.
(ExactName of Registrant as Specified in its Charter)
|(State or other jurisdiction |
|(Commission File Number)||(I.R.S. Employer|
|17 State Street, 21st Floor New York, NY||10004|
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant'stelephone number, including area code: (646) 465-9000
(Formername or former address, if changed since last report)
Checkthe appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions:
☐ Written communications pursuant to Rule 425under the Securities Act
☒ Soliciting material pursuant to Rule 14a-12 under the ExchangeAct
☐ Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act
☐ Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act
Securitiesregistered 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|
Indicateby 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).
Emerginggrowth company ☒
Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Participantsin the Solicitation
BiomXLtd. (“BiomX”), Chardan Healthcare Acquisition Corp. (“CHAC”), and their respective directors, executiveofficers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of CHACcommon stock in respect of the proposed transaction described herein. Information about CHAC’s directors and executive officersand their ownership of CHAC’s common stock is set forth in CHAC’s Prospectus dated December 14, 2018 and CHAC’sproxy statement on Schedule 14A dated September 23, 2019 filed with the Securities and Exchange Commission (the “SEC”),as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regardingthe interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposedtransaction when it becomes available. These documents can be obtained free of charge from the sources indicated below.
AdditionalInformation and Where To Find It
Inconnection with the transaction described herein, CHAC has filed relevant materials with the SEC, including a proxy statementon Schedule 14A. CHAC mailed the definitive proxy statement and a proxy card to each stockholder entitled to vote at the specialmeeting relating to the transaction. INVESTORS AND SECURITY HOLDERS OF CHAC ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTSOR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT CHAC WILL FILE WITH THE SEC WHENTHEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHAC, BIOMX AND THE TRANSACTION. The definitive proxystatement and other relevant materials in connection with the transaction (when they become available), and any other documentsfiled by CHAC with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov) or by writing to Chardan HealthcareAcquisition Corp., 17 State Street, 21st Floor, New York, NY 10004.
ThisCurrent 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 SecuritiesLitigation 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 statementsof historical matters. Examples of forward-looking statements include, among others, statements made in this Current Report regardingthe proposed transactions contemplated by the merger agreement (the “Merger Agreement”) among CHAC, CHAC Merger SubLtd. and BiomX (the “Merger”), including the anticipated initial enterprise value and post-closing equity value, thebenefits of the Merger, integration plans, expected synergies and revenue opportunities, anticipated future financial and operatingperformance and results, including estimates for growth, the expected management and governance of the combined company, and theexpected 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-lookingstatements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficultto predict and many of which are outside of our control. Actual results and outcomes may differ materially from those indicatedin the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factorsthat 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 announcementof the Merger and the Merger Agreement; (3) the inability to complete the Merger due to the failure to obtain approval of CHAC’sstockholders or to satisfy other conditions to closing in the Merger Agreement; (4) changes to the proposed structure of the Mergerthat may be required or appropriate as a result of applicable laws; (5) the ability to meet NYSE American listing standards followingthe consummation of the Merger; (6) the risk that the Merger disrupts current plans and operations of BiomX as a result of theannouncement and consummation of the Merger; (7) the ability to recognize the anticipated benefits of the Merger, which may beaffected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintainrelationships 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 combinedcompany may be adversely affected by other economic, business, regulatory, and/or competitive factors; (11) BiomX estimates ofexpenses; (12) the impact of foreign currency exchange rates and interest rates fluctuations on the results of BiomX or the combinedcompany; and (13) other risks and uncertainties indicated in the proxy statement of CHAC filed by CHAC with the SEC in connectionwith the Merger, including those under “Risk Factors” therein, and other documents filed or to be filed from timeto time with the SEC by CHAC.
Afurther list and description of risks and uncertainties can be found in CHAC’s Prospectus dated December 14, 2018 filedwith the SEC and in the proxy statement on Schedule 14A that has been filed with the SEC by CHAC in connection with the proposedtransaction dated September 23, 2019, and other documents that the parties may file or furnish with the SEC, which you are encouragedto read. Any forward-looking statement made by us in this Current Report is based only on information currently available to CHACand BiomX and speaks only as of the date on which it is made. CHAC and BiomX undertake no obligation to publicly update any forward-lookingstatement, whether written or oral, that may be made from time to time, whether as a result of new information, future developmentsor otherwise, except as required by law.
Item1.01. Entry Into a Material Definitive Agreement
Aspreviously announced, on July 16, 2019, Chardan Healthcare Acquisition Corp. (“CHAC”) entered into a merger agreement(the “Merger Agreement”) with CHAC Merger Sub Ltd., a wholly-owned subsidiary of CHAC (the “Merger Sub”),and BiomX Ltd. (“BiomX”).
OnOctober 11, 2019, CHAC, Merger Sub and BiomX entered into an amendment to the Merger Agreement (the “Amended Merger Agreement”)to reflect the following:
|●||Among other things, as a condition to the obligations of BiomX to consummate the transactions contemplated by the Merger Agreement, the Aggregate Investment Amount (as defined in the Merger Agreement) shall equal or exceed $55 million.|
|●||The agreement of Chardan Investment LLC to cancel up to 500,000 CHAC Shares in the event that the Aggregate Investment Amount (as defined in the Merger Agreement) is less than $70 million at the closing of the Business Combination (as defined in the Merger Agreement) was terminated.|
|●||CHAC and BiomX have agreed to extend the Outside Closing Date (as defined in the Merger Agreement) to November 30, 2019.|
In addition, the agreement pursuant to whichChardan Securities, LLC agreed to purchase up to $2.5 million of CHAC Shares at the closing of the Business Combination in theevent that the Aggregate Investment Amount is less than $50 million has been amended such that Chardan Securities, LLC agrees topurchase up to $2.5 million of CHAC Shares (as defined in the Merger Agreement) at the closing of the Business Combination in theevent that the Aggregate Investment Amount is less than $55 million, provided that CHAC shall not be obligated to make such purchasesto the extent that the Aggregate Investment Amount is less than $55 million because of the failure of the BiomX shareholders topurchase $23 million of CHAC Shares.
On October 11, 2014, CHAC filed an supplementto its proxy statement on Schedule 14A with the SEC describing these amended terms.
Item 3.02 Unregistered Sales of Equity Securities
The disclosure set forth above in Item 1.01 of this Current Reporton Form 8-K is incorporated by reference herein. The securities of CHAC to be issued in connection with the Merger and additionalagreements will not be registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the SecuritiesAct.
Item 7.01 Regulation FD Disclosure
Attached as Exhibit 99.1 to this Current Report on Form 8-K andincorporated into this Item 7.01 by reference is a copy of the press release issued October 11, 2019 announcing the amendmentsto the proposed transaction.
Exhibit 99.1 is being furnished pursuant to Item 7.01 and shallnot be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise be subject to the liabilities of that section,nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Item9.01. Financial Statements and Exhibits
|2.1||Amendment Agreement, dated as of October 11, 2019, by and among Chardan Healthcare Acquisition Corp., CHAC Merger Sub Ltd., and BiomX Ltd.|
|99.1*||Press Release dated October 14, 2019|
*Furnished but not filed.
Pursuantto the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalfby the undersigned hereunto duly authorized.
DatedOctober 11, 2019
CHARDANHEALTHCARE ACQUISITION CORP.
|By:||/s/ Jonas Grossman|
Title: President and Chief Executive Officer