Current Report Filing (8-k)
May 26 2023 - 5:16PM
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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):
May 23, 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 |
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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 |
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DHACW |
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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 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On May 23, 2023, Digital Health Acquisition Corp.,
a Delaware corporation (the “Company”), received a letter (the “Letter”) from the Listing Qualifications Staff
(“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”). The Letter notifies the Company that for the 30 consecutive
business days prior to the date of the Letter, the Company’s market value of publicly held shares (“MVPHS”) was below
the $15 million required for continued listing on the Nasdaq Global Market (the “Nasdaq Global”) and therefore, the Company
no longer meets Nasdaq Listing Rule 5450(b)(3)(C) (the “MVPHS Requirement”). The Letter is only a notification of deficiency,
not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq Global.
In accordance with Nasdaq Listing Rule 5810(c)(3)(D),
the Company has 180 calendar days, or until November 20, 2023 (the “Compliance Date”), to regain compliance. The Letter notes
that to regain compliance with the MVPHS Requirement, the MVPHS must equal or exceed $15 million for a minimum of ten (10) consecutive
business days on or prior to the Compliance Date. If the Company regains compliance with the MVPHS Requirement, Nasdaq will provide the
Company with written confirmation and will close the matter. The Letter further notes that if the Company is unable to satisfy the MVPHS
requirement prior to the Compliance Date, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital
Market (provided that it then satisfies the requirements for continued listing on that market).
If the Company does not regain compliance with
the MVPHS Requirement by the Compliance Date, Nasdaq Staff will provide written notice to the Company that its securities are subject
to delisting. At that time, the Company may appeal any such delisting determination to a Nasdaq hearing’s panel.
The Company intends to actively monitor its MVPHS
between now and the Compliance Date, and may, if appropriate, evaluate available options including applying for a transfer to The Nasdaq
Capital Market to resolve the deficiency and regain compliance with the MVPHS requirement. While the Company is exercising diligent efforts
to maintain the listing of its Securities on Nasdaq Global, there can be no assurance that the Company will be able to regain or maintain
compliance with Nasdaq Global listing standards.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking
statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995.
Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,”
“intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,”
“seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the Company’s
ability to regain compliance with the MVPHS Requirement that is satisfactory to Nasdaq and the Company’s ability to evidence compliance
with the MVPHS Requirement within the required timeframe. These statements are based on current expectations on the date of this Current
Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly, including those
risks set forth in the Company’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q and other
documents filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies of such filings are available on the
SEC’s website at www.sec.gov. The Company does not assume any obligation to update or revise any such forward-looking statements,
whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
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: May 26, 2023 |
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DIGITAL HEALTH ACQUISITION CORP. |
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|
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By: |
/s/ Scott Wolf |
|
Name: |
Scott Wolf |
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Title: |
Chief Executive Officer and Chairman |
|
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