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Section 1: DEFA14A (CURRENT REPORT)

 

 

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

 

October 3, 2019

Date of Report (Date of earliest event reported)

 

Chardan Healthcare Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-38762   82-3364020

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

17 State Street, 21st Floor
New York, NY
  10004
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant's telephone number, including area code: (646) 465-9000

 

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 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

 

Indicate by 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).

 

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. ☐

  

 

 

 

 

IMPORTANT NOTICES

 

Participants in the Solicitation

 

BiomX Ltd. (“BiomX”), Chardan Healthcare Acquisition Corp. (“CHAC”), and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of CHAC common stock in respect of the proposed transaction described herein. Information about CHAC’s directors and executive officers and their ownership of CHAC’s common stock is set forth in CHAC’s Prospectus dated December 14, 2018 filed with the SEC, as modified or supplemented by any Form 3 or Form 4 filed with the Securities and Exchange Commission (the “SEC”) since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated below.

 

Additional Information and Where to Find It

 

In connection with the transaction described herein, CHAC will file relevant materials with the SEC, including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, CHAC will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the transaction. INVESTORS AND SECURITY HOLDERS OF CHAC ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT CHAC WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHAC, BIOMX AND THE TRANSACTION. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the transaction (when they become available), and any other documents filed by CHAC with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov) or by writing to Chardan Healthcare Acquisition Corp., 17 State Street, 21st Floor, New York, NY 10004.

 

Forward-Looking Statements

 

This Current 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 Securities Litigation 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 statements of historical matters. Examples of forward-looking statements include, among others, statements made in this Current Report regarding the proposed transactions contemplated by the merger agreement (the “Merger Agreement”) among CHAC, CHAC Merger Sub Ltd. and BiomX (the “Merger”), including the anticipated initial enterprise value and post-closing equity value, the benefits of the Merger, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected 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-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that 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 announcement of the Merger and the Merger Agreement; (3) the inability to complete the Merger due to the failure to obtain approval of CHAC’s stockholders or to satisfy other conditions to closing in the Merger Agreement; (4) changes to the proposed structure of the Merger that may be required or appropriate as a result of applicable laws; (5) the ability to meet NYSE American listing standards following the consummation of the Merger; (6) the risk that the Merger disrupts current plans and operations of BiomX as a result of the announcement and consummation of the Merger; (7) the ability to recognize the anticipated benefits of the Merger, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships 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 combined company may be adversely affected by other economic, business, regulatory, and/or competitive factors; (11) BiomX estimates of expenses; (12) the impact of foreign currency exchange rates and interest rates fluctuations on the results of BiomX or the combined company; and (13) other risks and uncertainties indicated in the proxy statement of CHAC to be filed by CHAC with the SEC in connection with the Merger, including those under “Risk Factors” therein, and other documents filed or to be filed from time to time with the SEC by CHAC.

  

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A further list and description of risks and uncertainties can be found in CHAC’s Prospectus dated December 14, 2018 filed with the SEC and in the proxy statement on Schedule 14A that will be filed with the SEC by CHAC in connection with the proposed transaction, and other documents that the parties may file or furnish with the SEC, which you are encouraged to read. Any forward-looking statement made by us in this Current Report is based only on information currently available to CHAC and BiomX and speaks only as of the date on which it is made. CHAC and BiomX undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by law.

 

Item 7.01 Regulation FD Disclosure

 

Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is a copy of the press release issued by Chardan Capital Markets, LLC (“Chardan”) on October 3, 2019 announcing Chardan’s involvement as an advisor to Health Sciences Acquisitions Corporation in their share exchange with Immunovant Sciences Ltd. In the press release, the Merger Agreement with BiomX is cited.

 

Exhibit 99.1 is being furnished pursuant to Item 7.01 and shall not 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.

 

Item 9.01. Financial Statements and Exhibits

 

  (d) Exhibits.

 

Exhibit No.   Description
99.1*   Press Release dated October 3, 2019

 

*Furnished but not filed.

  

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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 October 4, 2019

 

CHARDAN HEALTHCARE ACQUISITION CORP.  
     
By: /s/ Jonas Grossman  
Name:  Jonas Grossman  
Title: President and Chief Executive Officer  

 

 

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Section 2: EX-99.1 (PRESS RELEASE DATED OCTOBER 3, 2019)

Exhibit 99.1

 

Chardan Advises Health Sciences Acquisitions Corporation on Merger with Immunovant

 

NEW YORK, Oct. 3, 2019 /PRNewswire/ -- Chardan, a global investment bank, announced today that the firm acted as M&A and Capital Markets Advisor for Health Sciences Acquisitions Corporation’s (NASDAQ: HSAC) definitive share exchange agreement (“SEA”) with Immunovant Sciences Ltd. (“Immunovant”), a clinical-stage biopharmaceutical company focused on enabling normal lives for patients with autoimmune diseases.

 

On May 10, 2019, Chardan acted as lead book runner in the initial public offering of HSAC, a special purpose acquisition company sponsored by RTW Investments. Chardan raised aggregate gross proceeds of $115 million, including exercise of the over-allotment for the IPO.

 

“HSAC is a unique SPAC in that it has been majority held by healthcare-sector investors since IPO. Supported by that dynamic, RTW leveraged its team’s deal expertise, relationships and capital commitments to identify and attract a first class IPO-ready biotech asset in just over four months. The result is a deal anchored by a number of thought leading funds, including both original HSAC holders and new participants,” said George Kaufman, Partner and Head of Investment Banking at Chardan.

 

Jonas Grossman, President of Chardan, added, “This merger highlights the value and flexibility that SPACs provide as a financing alternative for growing biotech companies. It’s exciting to see Chardan’s strength in SPACs and the life sciences come together meaningfully.”

 

In addition to advising HSAC, Chardan recently sponsored its own healthcare-focused SPAC, Chardan Healthcare Acquisition Corp. (NYSE: CHAC). After a successful IPO in December 2018 in which Chardan raised aggregate gross proceeds of $70 million, CHAC announced in July 2019 a merger agreement with BiomX Ltd., a microbiome company developing both natural and engineered phage therapies.

 

Chardan has participated in more than 15 transactions year-to-date, helping companies raise more than $1.1 billion in capital, and has advised on mergers with value exceeding $1.0 billion.

 

About Chardan

 

Chardan is an independent global investment bank specializing in healthcare, SPACs and emerging growth companies. Our range of services include capital raising, merger and acquisition advisory, strategic advisory, equity research, corporate access and institutional trading. Headquartered in New York City, Chardan is a registered broker-dealer with the U.S. Securities and Exchange Commission and is a member of the following: FINRA, SIPC, NASDAQ and the NYSE Arca, Inc.

 

Learn more about Chardan: www.chardan.com

 

Media Contact:

 

Emily Levine, Chardan
[email protected] 
(646) 465-9018

 

Robert Klemens, Prosek Partners
[email protected]
(646) 818-9009

 

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