Digital Health Acquisition Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Digital Health Acquisition Corp. (“DHAC” or the “Company”), held its Special Meeting of Stockholders (the “Meeting”) on June 7, 2024. On April 25, 2024, the record date for the Meeting, there were 3,603,966 shares of common stock of the Company entitled to be voted at the Meeting, of which 3,233,699 shares were represented via live webcast or by proxy, which constituted quorum for the transaction of business.
For more information about the proposals set forth below, please see the Company’s Proxy Statement/Prospectus/Consent Solicitation filed with the SEC on May 13, 2024. The final results for each of the matters submitted to a vote of the Company’s stockholders at the Meeting are as follows:
Proposal 1: The Business Combination Proposal
The Business Combination Proposal was approved as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 3,233,699 | 0 | 0 | 0 |
Proposals 2A-2I: The Charter Amendment Proposals
The Charter Amendment Proposals consisted of Proposals 2A through 2I.
Proposal 2A - Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Current Charter”) to increase the total number of authorized shares of capital stock to (i) 100 million shares of common stock, par value $0.0001 per share, and (ii) 10 million shares of preferred stock, par value $0.0001 per share was approved as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 3,232,253 | 1,431 | 15 | 0 |
Proposal 2B - Amendment to the Current Charter dividing the board of directors into three classes was approved as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 3,232,243 | 1,441 | 15 | 0 |
Proposal 2C - Amendment to the Current Charter that the Board or any director of the Board may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Combined Company entitled to vote at an election of directors was approved as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 3,232,253 | 1,431 | 15 | 0 |
Proposal 2D - Amendment to the Current Charter to require the affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all the then outstanding shares of voting stock of the Combined Company to make any amendment to certain sections of the Amended Charter was approved as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 3,232,253 | 1,431 | 15 | 0 |
Proposal 2E - Amendment to the Current Charter that the Amended and Restated Bylaws of the Combined Company may be amended by either the directors of the Board or by the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Combined Company was approved as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 3,232,253 | 1,431 | 15 | 0 |
Proposal 2F - Amendment to the Current Charter to remove the waiver of the corporate opportunity doctrine with respect to DHAC was approved as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 3,233,684 | 0 | 15 | 0 |
Proposal 2G - Amendment to the Current Charter to change the name of DHAC to “VSee Health, Inc.” was approved as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 3,233,684 | 0 | 15 | 0 |
Proposal 2H - Amendment to the Current Charter to eliminate certain provisions related to DHAC’s status as a special purpose acquisition company was approved as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 3,233,684 | 0 | 15 | 0 |
Proposal 2I - Approval of the Second Amended and Restated Certificate of Incorporation incorporating the principal amendments set forth in Proposals 2A-2H was as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 3,232,253 | 1,431 | 15 | 0 |
Proposal 3: The Bylaws Proposal
Approval of the Amended and Restated Bylaws of DHAC effective upon the consummation of the Business Combination was as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 3,232,253 | 1,431 | 15 | 0 |
Proposal 4: The Directors Proposal
The five director nominees were elected by the following vote:
| FOR | WITHHOLD | |||||||
| Milton Chen | 3,233,684 | 15 | ||||||
| Imoigele Aisiku | 3,233,699 | 0 | ||||||
| Kevin Lowdermilk | 3,232,253 | 1,446 | ||||||
| Colin O’Sullivan | 3,233,684 | 15 | ||||||
| Scott Metzger | 3,233,684 | 15 | ||||||
Proposal 5: The Stock Plan Proposal
The VSee Health, Inc. 2024 Equity Incentive Plan was approved as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 3,233,699 | 0 | 0 | 0 |
Proposal 6: The Nasdaq Merger Proposal
The issuance of more than 20% of the issued and outstanding shares of common stock of DHAC and the resulting change in control in connection with the Business Combination was approved as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 3,233,684 | 0 | 15 | 0 |
Proposal 7: The Nasdaq Quantum Financing Proposal
The issuance or potential issuance of more than 20% of the issued and outstanding shares of common stock of DHAC in connection with the Quantum Financing. was approved as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 3,233,684 | 0 | 15 | 0 |
Proposal 8: The Nasdaq Equity Financing Proposal
The potential issuance of more than 20% of the issued and outstanding shares of common stock of DHAC in connection with the Equity Financing was approved as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 3,233,684 | 0 | 15 | 0 |
Proposal 9: The Nasdaq A.G.P. Financing Proposal
The potential issuance of more than 20% of our Common Stock pursuant to a securities purchase agreement with A.G.P./Alliance Global Partners was approved as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 3,233,684 | 0 | 15 | 0 |
Proposal 10: The Nasdaq Loan Conversion Proposal
The issuance or potential issuance of more than 20% of the common stock of DHAC in connection with Loan Conversions was approved as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 3,233,684 | 0 | 15 | 0 |
Proposal 11: The Nasdaq Bridge Financing Proposal
The issuance or potential issuance of more than 20% of the common stock of DHAC in connection with the Bridge Financing was approved as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 3,233,684 | 0 | 15 | 0 |
Proposal 12: The Adjournment Proposal
The adjournment proposal was not presented to the stockholders because the Company had received sufficient votes to approve Proposals 1 through 11. However, for completeness of the record, adjournment of the Special Meeting to a later date or dates, if necessary to solicit additional votes for any proposal(s) or to establish a quorum, was approved as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 3,232,253 | 1,431 | 15 | 0 |
| Item 8.01 | Other Events |
In connection with the shareholders’ vote at the Meeting, no shares of Common Stock were tendered for redemption.
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: June 12, 2024
| DIGITAL HEALTH ACQUISITION CORP. | ||
| By: | /s/ Scott Wolf | |
| Name: | Scott Wolf | |
| Title: | Chief Executive Officer and Chairman | |