Item
1.01 Entry into a Material Definitive Agreement.
Common
Stock Purchase Agreement
As
previously disclosed, on May 26, 2022, Aesther Healthcare Acquisition Corp., a Delaware corporation (together with its successors, “AHAC”),
entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AHAC Merger Sub Inc., a Delaware
corporation and a newly formed wholly-owned subsidiary of AHAC, Aesther Healthcare Sponsor, LLC, a Delaware limited liability company,
solely in the capacity as the representative from and after the effective time of the Merger for the stockholders of AHAC (other than
United Stars Holdings, Inc.), United Gear & Assembly, Inc., a Delaware corporation (“United Gear”), and
United Stars Holdings, Inc., a Delaware corporation and the sole stockholder of United Gear (the “United Stockholder”).
Pursuant
to the Merger Agreement, subject to the terms and conditions set forth therein upon the consummation of the transactions contemplated
by the Merger Agreement (the “Closing”), Merger Sub will merge with and into United Gear (the “Merger”),
with United Gear continuing as the surviving corporation in the Merger and a wholly-owned subsidiary AHAC. In the Merger, all shares
of United Gear common stock issued and outstanding immediately prior to the Effective Time will be converted into the right for the United
Stockholder to receive the Merger Consideration (as defined in the Merger Agreement).
On
July 6, 2022, AHAC entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”) and
a related registration rights agreement (the “White Lion RRA”) with White Lion Capital, LLC, a Nevada
limited liability company (“White Lion”). Pursuant to the Common Stock Purchase Agreement, AHAC has the
right, but not the obligation to require White Lion to purchase, from time to time, up to $50,000,000 in aggregate gross purchase
price of newly issued shares of the AHAC’s Class A common stock, par value $0.0001 per share (the “Pre-Merger Common
Stock”), or, following the Closing of the Merger, newly issued shares of the AHAC’s common stock, par value $0.0001
per share (together with the Pre-Merger Common Stock, the “Common Stock”), subject to certain limitations
and conditions set forth in the Common Stock Purchase Agreement.
AHAC
is obligated under the Common Stock Purchase Agreement and the White Lion RRA to file a registration statement with the U.S. Securities
and Exchange Commission (the “SEC”) to register under the Securities Act of 1933, as amended, for the resale
by White Lion of shares of Common Stock that AHAC may issue to White Lion under the Common Stock Purchase Agreement.
Subject
to the satisfaction of certain customary conditions, AHAC’s right to sell shares to White Lion will commence on the effective date
of the registration statement and extend for a period of two years. During such term, subject to the terms and conditions of the Common
Stock Purchase Agreement, AHAC may notify White Lion when AHAC exercises its right to sell shares (the effective date of such notice,
a “Notice Date”). The number of shares sold pursuant to any such notice may not exceed (i) $1,000,000, divided by
the closing price of Common Stock on Nasdaq preceding the Notice Date and (ii) a number of shares of Common Stock equal to the Average
Daily Trading Volume multiplied by 67%.
The
purchase price to be paid by White Lion for any such shares will equal 95.0% of the lowest daily volume-weighted average price of Common
Stock during a period of two consecutive trading days following the applicable Notice Date. However, if during such two-trading day period
the trading price of the Common Stock falls below a price (the “Threshold Price”) equal to 90.0% of the opening trading
price of the Common Stock on Nasdaq on the Notice Date, then the number of shares to be purchased by White Lion pursuant to such
notice will be reduced proportionately based on the portion of the two-trading day period that has elapsed, and the purchase price
will equal 95.0% of the Threshold Price.
AHAC
will have the right to terminate the Common Stock Purchase Agreement at any time after Commencement, at no cost or penalty, upon three
trading days’ prior written notice. Additionally, White Lion will have the right to terminate the Common Stock Purchase Agreement
upon three days’ prior written notice to AHAC if (i) there is a Fundamental Transaction (as defined in the Common Stock Purchase
Agreement), (ii) AHAC is in breach or default in any material respect of the White Lion RRA, (iii) there is a lapse of the effectiveness,
or unavailability of, the Registration Statement for a period of 45 consecutive trading days or for more than an aggregate of 90 trading
days in any 365-day period, (iv) the suspension of trading of the Common Stock for a period of five consecutive trading days or (v) the
material breach of the Common Stock Purchase Agreement by AHAC, which breach is not cured within the applicable cure period. No termination
of the Common Stock Purchase Agreement will affect the registration rights provisions contained in the White Lion RRA.
In
consideration for the commitments of White Lion, as described above, AHAC has agreed that it will issue to White Lion shares of Common
Stock having a value of $500,000 based on the volume-weighted average price of the Common Stock prior to the time of issuance, which
is expected to occur following the Closing, and to include such shares in the registration statement it will file pursuant to the White
Lion RRA.
Registration
Rights Agreement
Concurrently
with the execution of the Common Stock Purchase Agreement, AHAC entered into the White Lion RRA with the White Lion in which AHAC has
agreed to register the shares of Common Stock purchased by White Lion with the SEC for resale. Under the White Lion RRA, AHAC agreed
to file a registration statement on Form S-1 with the SEC and to have the registration statement declared effective as soon as practicable.
The White Lion RRA also contains usual and customary liquidated damages provisions for failure to file and failure to have the registration
statement declared effective by the SEC within the time periods specified.
The
Common Stock Purchase Agreement and the White Lion RRA contain customary representations, warranties, conditions and indemnification
obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of
such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations
agreed upon by the contracting parties.
The
foregoing descriptions of the Common Stock Purchase Agreement and the White Lion RRA are qualified in their entirety by reference to
the full text of the Common Stock Purchase Agreement and the White Lion RRA, copies of which are filed as Exhibits 10.1and 10.2, respectively,
to this Current Report on Form 8-K and incorporated herein by reference.
Important
Information About the Business Combination and Where to Find It
In
connection with the Merger Agreement and the proposed business combination transaction (the “Business Combination”),
AHAC intends to file with the SEC a proxy statement on Schedule 14A relating to the proposed Business Combination. This communication
is not intended to be, and is not, a substitute for the proxy statement or any other document that AHAC has filed or may file with the
SEC in connection with the proposed Business Combination. AHAC’s stockholders and other interested persons are advised to read,
when available, the preliminary proxy statement and the amendments thereto, the definitive proxy statement and documents incorporated
by reference therein filed in connection with the Business Combination, as these materials will contain important information about AHAC,
United Gear, the Merger Agreement and the Business Combination. When available, the definitive proxy statement and other relevant
materials for the Business Combination will be mailed to stockholders of AHAC as of a record date to be established for voting on the
Business Combination. Stockholders of AHAC will also be able to obtain copies of the preliminary proxy statement, the definitive proxy
statement and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the
SEC’s web site at www.sec.gov, or by directing a request to: Aesther Healthcare Acquisition Corp., 515 Madison Avenue, Suite 8078,
New York, NY 10022, Attention: Suren Ajjarapu.
Participants
in the Solicitation
AHAC,
United Gear and their respective directors, executive officers, other members of management and employees may be deemed participants
in the solicitation of proxies from AHAC’s stockholders with respect to the Business Combination. Investors and securityholders
may obtain more detailed information regarding the names and interests in the Business Combination of AHAC’s directors and officers
in AHAC’s filings with the SEC, including, when filed with the SEC, the preliminary proxy statement and the amendments thereto,
the definitive proxy statement, and other documents filed with the SEC, and such information with respect to United Gear’s directors
and executive officers will also be included in the proxy statement.
Forward-Looking
Statements
This
Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect
to the proposed Business Combination between AHAC and United Gear, including without limitation statements regarding the anticipated
benefits of the Business Combination, the anticipated timing of the Business Combination, the implied enterprise value, future financial
condition and performance of United Gear and the combined company after the Closing and expected financial impacts of the Business Combination,
the satisfaction of closing conditions to the Business Combination, the pre-money valuation of United Gear (which is subject to certain
inputs that may change prior to the Closing of the Business Combination and is subject to adjustment after the Closing of the Business
Combination), the level of redemptions of AHAC’s public stockholders and the products and markets and expected future performance
and market opportunities of United Gear. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result” and similar expressions, but the absence of these
words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
Many
factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K,
including but not limited to: (i) the risk that the proposed Business Combination may not be completed in a timely manner or at all,
which may adversely affect the price of AHAC’s securities; (ii) the risk that the proposed Business Combination may not be completed
by AHAC’s Business Combination deadline and the potential failure to obtain an extension of the Business Combination deadline if
sought by AHAC; (iii) the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of
the Merger Agreement by the stockholders of AHAC; (iv) the occurrence of any event, change or other circumstance that could give rise
to the termination of the Merger Agreement; (v) the failure to achieve the minimum amount of cash available following any redemptions
by AHAC’s stockholders; (vi) redemptions exceeding a maximum threshold or the failure to meet The Nasdaq Capital Market’s
initial listing standards in connection with the consummation of the contemplated Business Combination; (vii) the effect of the announcement
or pendency of the Business Combination on United Gear’s business relationships, operating results, and business generally; (viii)
risks that the proposed Business Combination disrupts current plans and operations of United Gear; (ix) the outcome of any legal proceedings
that may be instituted against United Gear or against AHAC related to the Merger Agreement or the proposed Business Combination; (x)
changes in the markets in which United Gear competes, including with respect to its competitive landscape, technology evolution or regulatory
changes; (xi) changes in domestic and global general economic conditions; (xii) risk that United Gear may not be able to execute its
growth strategies; (xiii) risks related to the ongoing COVID-19 pandemic and response, including supply chain disruptions; (xiv) risk
that United Gear may not be able to develop and maintain effective internal controls; (xv) costs related to the Business Combination
and the failure to realize anticipated benefits of the Business Combination or to realize estimated pro forma results and underlying
assumptions, including with respect to estimated stockholder redemptions; (xvi) the ability to recognize the anticipated benefits of
the proposed Business Combination and to achieve its commercialization and development plans, and identify and realize additional opportunities,
which may be affected by, among other things, competition, the ability of United Gear to grow and manage growth economically and hire
and retain key employees; and (xvii) and those factors discussed in AHAC’s filings with the SEC and that that will be contained
in the proxy statement relating to the proposed Business Combination.
The
foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
that will be described in the “Risk Factors” section of the preliminary proxy statement and the amendments thereto, the definitive
proxy statement, and other documents to be filed by AHAC from time to time with the SEC. These filings will identify and address other
important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and while United Gear and AHAC may elect to update these forward-looking statements at some point in the future, they assume
no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by applicable law. Neither of United Gear or AHAC gives any assurance that United Gear or AHAC, or the combined company,
will achieve its expectations.
No
Offer or Solicitation
This
Current Report on Form 8-K will not constitute a solicitation of a proxy, consent or authorization with respect to any securities or
in respect of the Business Combination. This Current Report on Form 8-K will also not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.