Item 1.01. Entry into a Material Definitive Agreement.
On July 30, 2021, DA32 Life Science Tech Acquisition Corp. (the "Company")
consummated its initial public offering ("IPO") of 20,000,000 shares of Class A
common stock of the Company, par value $0.0001 per share (the "Common Stock").
The Common Stock were sold at a price of $10.00 per Common Stock, generating
gross proceeds to the Company of $200,000,000.
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Company's Registration
Statement on Form S-1 (File No. 333-257679) for the IPO, filed with the U.S.
Securities and Exchange Commission (the "Commission") on July 2, 2021 (the
"Registration Statement"):
• An Underwriting Agreement, dated July 27, 2021, by and among the Company
and J.P. Morgan Securities LLC and Cowen and Company, LLC, as
representatives of the underwriters, a copy of which is attached as
Exhibit 1.1 hereto and incorporated herein by reference.
• A Letter Agreement, dated July 27, 2021 (the "Letter Agreement"), by and
among the Company, its executive officers, its directors and the
Company's sponsor, DA32 Sponsor LLC (the "Sponsor"), a copy of which is
attached as Exhibit 10.1 hereto and incorporated herein by reference.
• An Investment Management Trust Agreement, dated July 27, 2021, by and
between the Company and Continental Stock Transfer & Trust Company, as
trustee, a copy of which is attached as Exhibit 10.2 hereto and
incorporated herein by reference.
• A Registration Rights Agreement, dated July 27, 2021, by and among the
Company, the Sponsor and the Holders signatory thereto, a copy of which
is attached as Exhibit 10.3 hereto and incorporated herein by reference.
• A Private Placement Class A Common Stock Purchase Agreement, dated
July 27, 2021, by and between the Company and the Sponsor (the "Private
Placement Class A Common Stock Purchase Agreement"), a copy of which is
attached as Exhibit 10.4 hereto and incorporated herein by reference.
• An Administrative Services Agreement, dated July 27, 2021, by and between
the Company and the Sponsor, an affiliate of the Sponsor, a copy of which
is attached as Exhibit 10.5 hereto and incorporated herein by reference.
• A Strategic Services Agreement, dated July 27, 2021, by and between
Christopher Wolfe, a copy of which is attached as Exhibit 10.6 hereto and
incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Private Placement
Class A Common Stock Purchase Agreement, the Company completed the private sale
of an aggregate of 650,000 private placement shares (the "Private Placement
Shares") to the Sponsor at a purchase price of $10.00 per Private Placement
Share, generating gross proceeds to the Company of $6,500,000. The Private
Placement Shares are identical to the Common Stock sold in the IPO, except that
the Private Placement Shares, so long as they are held by the Sponsor or its
permitted transferees, (i) are not redeemable by the Company, (ii) may not,
subject to certain limited exceptions, be transferred, assigned or sold by such
holders until 30 days after the completion of the Company's initial business
combination, (iii) may be exercised by the holders on a cashless basis and
(iv) will be entitled to registration rights. No underwriting discounts or
commissions were paid with respect to such sales. The issuance of the Private
Placement Shares was made pursuant to the exemption from registration contained
in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 27, 2021, in connection with the IPO, Andrew ElBardissi, Keith Crandell,
Mara Aspinall, Kevin Hrusovsky, Angela Lai and Nick Roelofs were appointed to
the board of directors of the Company (the "Board"). Mr. Hrusovsky, Dr. Roelofs
and Mmes. Aspinall and Lai are independent directors. Effective July 27, 2021,
Ms. Aspinall, Mr. Hrusovsky and Dr. Roelofs were appointed to the Board's Audit
Committee, with Ms. Aspinall serving as chair of the Audit Committee. Effective
July 27, 2021, Dr. Roelofs and Mmes. Aspinall and Lai were appointed to the
Board's Compensation Committee, with Dr.
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Roelofs serving as chair of the Compensation Committee. The Company does not
have a standing Nominating and Corporate Governance Committee, but intends to
form one as and when required to do so by law or Nasdaq rules. Mr. Hrusovsky,
Dr. Roelofs and Mmes. Aspinall and Lai will participate in the consideration and
recommendation of director nominees.
Following the appointment of Andrew ElBardissi, Keith Crandell, Mara Aspinall,
Kevin Hrusovsky, Angela Lai and Nick Roelofs, the Board is comprised of the
following three classes: the term of office of the first class of directors,
Class I, consists of Ms. Lai and Dr. Roelofs and will expire at the Company's
first annual meeting of stockholders; the term of office of the second class of
directors, Class II, consists of Ms. Aspinall and Mr. Hrusovsky and will expire
at the Company's second annual meeting of stockholders; and the term of office
of the third class of directors, Class III, consists of Mr. Crandell and Drs.
Kafka and ElBardissi and will expire at the Company's third annual meeting of
stockholders.
On July 27, 2021, in connection with their appointments to the Board, each
director entered into the Letter Agreement as well as an indemnity agreement
with the Company in the form previously filed as Exhibit 10.5 to the
Registration Statement. In addition, on June 15, 2021, the Sponsor transferred
143,750 shares of Class B common stock of the Company to Christopher Wolfe, our
Chief Financial Officer, and 30,000 shares of Class B common stock of the
Company to each of Andrew ElBardissi, Keith Crandell, Mara Aspinall, Kevin
Hrusovsky, Angela Lai and Nick Roelofs.
Other than the foregoing, none of the directors are party to any arrangement or
understanding with any person pursuant to which they were appointed as
directors, nor are they party to any transactions required to be disclosed under
Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement and the form of indemnity
agreement do not purport to be complete and are qualified in their entireties by
reference to the Letter Agreement and form of indemnity agreement, copies of
which are attached as Exhibit 10.1 hereto and Exhibit 10.5 to the Registration
Statement, respectively, and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in
Fiscal Year.
On July 27, 2021, in connection with the IPO, the Company adopted its Amended
and Restated Certificate of Incorporation (the "Amended Charter"), effective the
same day. The terms of the Amended Charter are set forth in the Registration
Statement and are incorporated herein by reference. A copy of the Amended
Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $200,000,000, comprised of $196,800,000 of the proceeds from the IPO
(which amount includes $5,600,000 of the underwriters' deferred discount) and
$3,200,000 of the proceeds of the sale of the Private Placement Class A Common
Stock, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A.
maintained by Continental Stock Transfer & Trust Company, acting as trustee.
Except with respect to interest earned on the funds held in the trust account
that may be released to the Company to pay its taxes and up to $100,000 of
interest to pay dissolution expenses, the funds held in the trust account will
not be released from the trust account until the earliest of (i) the completion
of the Company's initial business combination, (ii) the redemption of any of the
shares of Class A common stock sold in the IPO (the "public shares") properly
submitted in connection with a stockholder vote to amend the Company's Amended
Charter (A) to modify the substance or timing of the Company's obligation to
redeem 100% of the public shares if it does not complete its initial business
combination within 24 months from the closing of the IPO or (B) with respect to
any other material provisions relating to stockholders' rights or
pre-initialbusiness combination activity or (iii) the redemption of the
Company's public shares if it is unable to complete its initial business
combination within 24 months from the closing of the IPO, subject to applicable
law.
On July 27, 2021, the Company issued a press release announcing the pricing of
the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
On July 30, 2021, the Company issued a press release announcing the closing of
the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on
Form 8-K.
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