Vsee Health, Inc 8-K, filed Sep 11, 2023
Vsee Health, Inc. (VSEED)
About this 8-K
Vsee Health, Inc filed this 8-K on September 11, 2023, reporting on events of September 8, 2023.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| 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 | ||