Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On October 13, 2022, Edoc Acquisition Corp. (the "Company") received a
determination letter (the "Letter") from the staff (the "Staff") of The Nasdaq
Stock Market LLC ("Nasdaq") stating that the Company has not regained compliance
with the Market Value of Listed Securities ("MVLS") Standard, since the
Company's common stock, par value $0.0001 per share (the "Common Stock"), was
below the $35 million minimum MVLS requirement for continued listing on The
Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (the "MLVS Rule") and
had not been at least $35 million for a minimum of 10 consecutive business days
at any time during the 180-day grace period granted to the Company. As
previously disclosed, the Company was initially notified by the Staff on April
14, 2022 that the minimum MVLS for the Company's Common Stock was below the $35
million minimum MVLS requirement for the previous 30 consecutive business days,
and in accordance with the Nasdaq Listing Rules, the Company was provided 180
calendar days, or until October 11, 2022, to regain compliance with the MVLS
Rule.
Pursuant to the Letter, unless the Company requests a hearing to appeal this
determination by 4:00 p.m. Eastern Time on October 20, 2022, the Company's
Common Stock will be delisted from The Nasdaq Capital Market, trading of the
Company's Common Stock will be suspended at the opening of business on October
24, 2022, and a Form 25-NSE will be filed with the Securities and Exchange
Commission, which will remove the Company's securities from listing and
registration on Nasdaq.
The Company intends to request a hearing before the Nasdaq Hearings Panel (the
"Panel") to appeal the Letter received on October 13, 2022. A hearing request
will stay the suspension of trading of the Company's Common Stock, and the
Company's Common Stock will continue to trade on The Nasdaq Capital Market until
the hearing process concludes and the Panel issues a written decision.
There can be no assurance that the Panel will grant the Company's request for a
suspension of delisting or continued listing on The Nasdaq Capital Market.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 12, 2022 the board of directors (the "Board") of the Company
appointed Yan Michael Li and Jintao Zheng as independent directors of the
Company. In addition, Messrs. Li and Zheng will serve as members of the Board's
audit committee (the "Audit Committee"), with Mr. Zheng serving as the Chairman
of the Audit Committee. Mr. Li will also serve as a member of the Board's
compensation committee. The Board determined that each of Messrs. Li and Zheng
is an "independent director" as defined in the Nasdaq listing standards and
applicable rules of the Securities and Exchange Commission.
Yan Michael Li, MD, PhD, 50, is a neurosurgeon and director of Minimally
Invasive Brain and Spine Institute (MIBSI), where he has been since July 2020.
Since July 2014, Mr. Li has served as Clinical Assistant Professor at UT MD
Anderson Cancer Center and has served as Clinical Assistant Professor at SUNY
Upstate Medical University since March 2021. Dr. Li specializes in treating
complex spine disorders and brain and spine tumors. Since August 2021, he has
served as Chief Executive Officer and board director of ExoNanoRNA, LLC, a
platform biotechnology company developing a new class of RNA
nanotechnology-based therapeutics for cancer, and vaccine. Since December 2016,
he has served as the Founder and President of AIH LLC, a smart wearable
devices-based Spine and Neuro AI Healthcare and Management Company. Mr. Li
received his medical degree from Peking Union Medical College and underwent
resident and fellowship training at the State University of New York Upstate
Medical University and the Dana-Farber Cancer Institute and Boston Children
Hospital at Harvard Medical School. Dr. Li completed neurosurgical oncology
fellowship training at The University of Texas MD Anderson Cancer Center in
Houston focusing on complex spine tumor surgery. The Company believes that Mr.
Li is well qualified to serve on the Board due to his extensive operating,
investing and board experience in the health care and health care provider
space.
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Jintao Zheng, 46, is the Founder and President of Delta International Inc.,
where he has been since July 2002. Mr. Zheng serves as the President, where he
is responsible for business development. Since 2016, Mr. Zheng has served as the
Founder and President of Brilliant Investment LLC, an investment firm. Since
2004, he has served as the Founder and President of Trinity Distribution Inc.,
where he was responsible for overseeing budgets, staff, and executives and
evaluating the success of the company. From January 2003 to January 2010, Mr.
Zheng served as the Chief Executive Officer of Shandong Santao Foods Co., Ltd.
Mr. Zheng has over 20 years of experience as a business executive in the
International Business Logistic and Supply Chain Management industry. Mr. Zheng
graduated from University of Houston with a B.S. in Business Administration and
a M.S. in Accountancy. The Company believes that Mr. Zheng is well qualified to
serve on the Board due to his financial and accounting expertise as well as his
experience in operating and investing in businesses.
There are no family relationships between Messrs. Li and Zheng and any director,
executive officer, or person nominated or chosen by the Company to become an
executive officer of the Company. There are no transactions between the Company
and Messrs. Li and Zheng that are subject to disclosure under Item 404(a) of
Regulation S-K.
In connection with the appointment, effective October 18, 2022, the Company and
Messrs. Li and Zheng entered into a certain letter agreement and indemnification
agreement, which are substantially similar to the letter agreement and
indemnification agreements, respectively, entered into by the other directors in
connection with the Company's initial public offering.
As previously disclosed on a Current Report on Form 8-K on October 6, 2022, Bob
Ai, a director of the Company, was appointed as Chief Financial Officer of the
Company, effective October 3, 2022. Below is a revised biography for Mr. Ai,
which has been modified for certain updates to his FINRA certifications:
Mr. Ai has served as a director of the Company since November 2020. Mr. Ai has
served as a managing partner of Goby Global LLC, which provides financial
communications, cross-border licensing, and other strategic advisory services
since January 2022. From September 2016 to December 2021, Mr. Ai served as
managing director of Solebury Trout, a strategic communications firm. Prior to
this, Mr. Ai served as a Managing Director and a Senior Biotech Analyst of
WallachBeth Capital, a boutique broker-dealer. From February 2011 to June 2012,
he served as Chief Financial Officer of Aoxing Pharmaceutical, an NYSE-listed
Chinese specialty pharmaceutical company at the time. He also served as a
Principal of Merlin Nexus, a crossover life science private equity firm, from
March 2007 to January 2011, and served as a Senior Equity Analyst of Bennett
Lawrence and Merlin Biomed Group, both asset management firms. He has published
eight articles in peer-reviewed scientific journals and also won the prestigious
Ray Wu scholarship for outstanding Chinese student to study abroad. Bob holds
Series 7, 63, 79, 86, and 87 securities licenses, which are currently inactive.
Mr. Ai received his Ph.D. and MBA degrees from Penn State University in 1992 and
2001, respectively, and did postdoctoral training at the University of
Pennsylvania.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File
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