Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On December 13, 2021, Healthcare Services Acquisition Corporation (the
"Company") issued an unsecured promissory note (the "Note") in the principal
amount of up to $5,000,000 to Healthcare Services Acquisition Holdings LLC (the
"Sponsor"). The Note does not bear interest and is repayable in full upon
consummation of the Company's initial business combination (a "Business
Combination"). If the Company does not complete a Business Combination, the Note
shall not be repaid and all amounts owed under it will be forgiven. Upon the
consummation of a Business Combination, the Sponsor shall have the option, but
not the obligation, to convert up to $2,000,000 of the Note to Warrants of the
Company, at a price of $1.00 per warrant (the "Warrants"). The Warrants will be
identical to the warrants issued by the Company to the Sponsor in a private
placement that took place simultaneously with the Company's initial public
offering. The Note is subject to customary events of default, the occurrence of
which automatically trigger the unpaid principal balance of the Note and all
other sums payable with regard to the Note becoming immediately due and payable.
The Note was issued pursuant to the exemption from registration contained in
Section 4(a)(2) of the Securities Act of 1933, as amended.
The Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The disclosure set forth in this Item 2.03 is
intended to be a summary only and is qualified in its entirety by reference to
the Note.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
The Company previously presented a portion of its shares of Class A common stock
subject to redemption (the "Class A Shares") as permanent equity because the
Company's amended and restated certificate of incorporation does not permit
redemptions of Class A Shares that would cause the Company's net tangible assets
to be less than $5,000,001. After discussion and evaluation, the Company
concluded that all Class A Shares should be classified as temporary equity
because such shares can be redeemed or become redeemable subject to the
occurrence of events outside the Company's sole control. This reclassification
of equity was reflected in its Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2021, filed with the Securities and Exchange
Commission on November 15, 2021 as a revision.
However, on December 13, 2021, the Audit Committee of the Board of Directors of
the Company concluded, after discussion with the Company's management, that the
Company's audited financial statements for the fiscal year ended December 31,
2020 included in its Annual Report on Form 10-K filed on March 29, 2021 (as
further amended on June 24, 2021) and the Company's unaudited interim financial
statements for the quarterly periods ended March 31, 2021, June 30, 2021 and
September 30, 2021 included in its Quarterly Reports on Form 10-Q filed on July
8, 2021, August 16, 2021 and November 15, 2021, respectively (collectively, the
"Affected Periods"), should no longer be relied upon because the revision should
have instead been characterized as a restatement. As a result, the Company plans
to restate its financial statements for the Affected Periods in an amendment to
its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and
to its Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2021.
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As noted above, the Company's management has concluded that in light of the
classification error described above, a material weakness exists in the
Company's internal control over financial reporting and that the Company's
disclosure controls and procedures were not effective.
Notwithstanding the misidentification, management believes that the financial
statements included in the December 31, 2020 Annual Report on Form 10-K filed on
March 29, 2021 (as further amended on June 24, 2021) and in the September 30,
2021 Quarterly Report on Form 10-Q filed on November 15, 2021 present fairly in
all material respects the Company's financial position, results of operations
and cash flows for the periods presented.
The Company does not expect any of the above changes will have any impact on its
cash position and cash held in the trust account.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K with WithumSmith+Brown, PC, the
Company's independent registered accounting firm.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 13, David T. Blair resigned as Chief Executive Officer of the
Company, effective December 13, 2021. Mr. Blair will continue to serve as the
Chairman of the Board of Directors ("Board"). On December 13, 2021, the Board
appointed Joshua B. Lynn, the Company's Chief Financial Officer, to succeed
David T. Blair as Chief Executive Officer, effective December 13, 2021.
Mr. Lynn, 41, has served as the Company's Chief Financial Officer since its
inception. From 2012 to 2020, Mr. Lynn was an investor at Caspian Capital LP, an
opportunistic credit fund where he ultimately served as a Managing Director,
covering the firm's healthcare portfolio. Mr. Lynn received his B.A. from Emory
University and his M.B.A. from the Wharton School of the University of
Pennsylvania. Mr. Lynn has resigned from his position as the Company's Chief
Financial Officer.
There are no arrangements or understandings pursuant to which Mr. Lynn was
selected for his position. He has no family relationships with any of the
Company's directors or executive officers, and he is not a party to, and he does
not have any direct or indirect material interest in, any transaction requiring
disclosure under Item 404(a) of Regulation S-K.
The Board has appointed John Stanfield as the Company's Chief Financial Officer,
effective December 13, 2021.
Mr. Stanfield, age 40, has served as senior principal with Stanfield &
Associates, a public accounting firm specializing in the private equity industry
and international taxation, since 2011. Most recently, Mr. Stanfield has been
Co-President of Aequum Capital and the Chief Executive Officer of Lorem LLC. Mr.
Stanfield also serves on the Board of Directors of Twist Investment Corporation.
Mr. Stanfield received both his B.A and M.S.T. from the University of Illinois
Urbana-Champaign and his M.S.A from DePaul University. Mr. Stanfield has been a
Certified Public Accountant since 2006.
There are no arrangements or understandings pursuant to which Mr. Stanfield was
selected for his position. He has no family relationships with any of the
Company's directors or executive officers, and he is not a party to, and he does
not have any direct or indirect material interest in, any transaction requiring
disclosure under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Promissory Note, dated December 13, 2021, issued by Healthcare Services
Acquisition Corporation to Healthcare Services Acquisition Holdings LLC
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