DHACU Digital Health Acquisition Corporation

 

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): September 8, 2023

 

Digital Health Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Delaware		001-41015		86-2970927
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

980 N Federal Hwy #304

Boca Raton, FL 33432

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (561) 672-7068

 

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 Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Common Stock and one Redeemable Warrant		DHACU		The Nasdaq Stock Market LLC
Common Stock, par value $0.0001 per share		DHAC		The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50		DHACW		The Nasdaq Stock 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 (§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 x

 

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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As approved by its stockholders at the Special Meeting of Stockholders held on September 8, 2023 (the “Special Meeting”), Digital Health Acquisition Corp., a Delaware corporation (the “Company”), filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on September 8, 2023 (the “Charter Amendment”), to expand the methods that the Company may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission (the “SEC”).

 

The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

On September 8, 2023, the Company held its Special Meeting, at which 3,742,426 shares of common stock of the Company, par value $0.0001 (the “Common Stock”) or 89.47% of the shares entitled to vote at the Special Meeting were present or represented by proxy, which constituted quorum for the transaction of business. Proxies for the Special Meeting were solicited by the Company’s board of directors (the “Board”) pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board’s solicitation.

 

For more information about the proposals set forth below, please see the Company’s definitive proxy statement filed with the SEC on August 28, 2023 (the “Proxy Statement”). As of August 14, 2023, the record date for the Special Meeting, there were 4,183,123 shares of Common Stock issued and outstanding. The final votes on the proposals presented at the Special Meeting were as follows:

 

Proposal No.1: To approve the amendment of the Company’s amended and restated certificate of incorporation to expand the methods that the Company may employ to not become subject to the “penny stock” rules of the SEC (the “Charter Amendment Proposal”). The Charter Amendment Proposal required the affirmative vote of holders of at least 65% of the outstanding shares of our Common Stock. Abstentions and broker non-votes had the same effect as votes against the proposal. The Charter Amendment Proposal was approved by a vote of stockholders as follows:

 

Votes For			Votes Against			Abstentions			Broker Non-Votes
3,742,423			3			0			0

 

Proposal No.2: To approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal (the “Adjournment Proposal”). The proposal required the affirmative vote of the majority of the outstanding shares of our Common Stock, present in person or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions had the same effect as votes against the proposal. Broker non-votes had no effect on the result of the vote. Since the Charter Amendment Proposal received sufficient votes for approval, the Adjournment Proposal was not considered at the Special Meeting. However, for completeness of the record, the Adjournment Proposal was approved by a vote of stockholders as follows:

 

Votes For			Votes Against			Abstentions			Broker Non-Votes
3,742,426			0			0			N/A

 

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number		Description
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Digital Health Acquisition Corp. filed on September 8, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: September 11, 2023
DIGITAL HEALTH ACQUISITION CORP.
By:	/s/ Scott Wolf
Name:	Scott Wolf
Title:	Chief Executive Officer and Chairman

 

 

Exhibit 3.1

 

STATE OF DELAWARE

 

CERTIFICATE OF AMENDMENT

OF THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

DIGITAL HEALTH ACQUISITION CORP.

 

Digital Health Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”),

 

DOES HEREBY CERTIFY AS FOLLOWS:

 

1.

The name of the Corporation is “Digital Health Acquisition Corp.” The original certificate of incorporation was filed with the Secretary of State of the State of Delaware on March 30, 2021. The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 3, 2021, and amended on October 26, 2022 (as amended, the “Amended and Restated Certificate”).

 

2.

This Amendment of the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate.

 

3.

This Amendment of the Amended and Restated Certificate was duly adopted by the board of directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.

 

4.

The Amended and Restated Certificate shall be amended as follows:

 

a.            The text of Paragraph (e) of Section 9.2 is hereby amended and restated to read in full as follows:

 

“If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed initial Business Combination only if (i) such initial Business Combination is approved by the affirmative vote of the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination and (ii) either (1) the Corporation’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any successor rule)), or of any entity that succeeds the Corporation as a public company, will be at least $5,000,001 or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the initial Business Combination either immediately prior to or upon consummation of the initial Business Combination and after payment of underwriters’ fees and commissions or (2) the Corporation is otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended (such limitation hereinafter called the “Business Combination Limitation”).”

 

 

b.            The text of Paragraph (f) of Section 9.2 is hereby amended and restated to read in full as follows:

 

“If the Corporation conducts a tender offer pursuant to Section 9.2(b), the Corporation shall consummate the proposed initial Business Combination only if it (or any successor) (i) has net tangible assets of at least $5,000,001 upon consummation of such Business Combination, or (ii) is otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended.”

 

[Signature page follows]

 

IN WITNESS WHEREOF, Digital Health Acquisition Corp. has caused this Amendment of the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this 8th day of September, 2023.

 

	DIGITAL HEALTH ACQUISITION CORP.
	By:	/s/ Scott Wolf
		Scott Wolf
		Chief Executive Officer

 

 

v3.23.2

Cover	Sep. 08, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 08, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41015
Entity Registrant Name	Digital Health Acquisition Corp.
Entity Central Index Key	0001864531
Entity Tax Identification Number	86-2970927
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	980 N Federal Hwy #304
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33432
City Area Code	561
Local Phone Number	672-7068
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Common Stock and one Redeemable Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Common Stock and one Redeemable Warrant
Trading Symbol	DHACU
Security Exchange Name	NASDAQ
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	DHAC
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
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