Full Press Release Details
Healthcare Acquisition Corp.
| Page | |
| Report of Independent Registered Public Accounting Firm | F-2 |
| Balance Sheet | F-3 |
| Notes to Balance Sheet | F-4 - F-9 |
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
the Shareholders and Board of Directors of
Healthcare Acquisition Corp.
on the Financial Statement
have audited the accompanying balance sheet of Chardan Healthcare Acquisition Corp. (the "Company") as of December
18, 2018 and the related notes (collectively referred to as the "financial statement"). In our opinion, the financial
statement presents fairly, in all material respects, the financial position of the Company as of December 18, 2018, in conformity
with accounting principles generally accepted in the United States of America.
financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the
Company's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or
fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose
of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we
express no such opinion.
audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement.
We believe that our audit provides a reasonable basis for our opinion.
| /s/ Marcum LLP | |
| Marcum LLP |
have served as the Company's auditor since 2018.
HEALTHCARE ACQUISITION CORP.
| December 18, 2018 | ||||
| ASSETS | ||||
| Current Assets | ||||
| Cash | $ | 896,729 | ||
| Prepaid expense | 24,400 | |||
| Total Current Assets | 921,129 | |||
| Cash held in Trust Account | 70,000,000 | |||
| Total Assets | $ | 70,921,129 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
| Current liabilities - Accrued offering costs | $ | 21,370 | ||
| Total Current Liabilities | 21,370 | |||
| Promissory note - related party | 500,000 | |||
| Total Liabilities | 521,370 | |||
| Commitments | ||||
| Common stock subject to possible redemption, 6,539,975 shares at redemption value | 65,399,750 | |||
| Stockholders' Equity | ||||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | - | |||
| Common stock, $0.0001 par value; 30,000,000 shares authorized; 2,472,525 shares issued and outstanding (excluding 6,539,975 shares subject to possible redemption) (1) | 247 | |||
| Additional paid-in capital | 5,001,437 | |||
| Accumulated deficit | (1,675 | ) | ||
| Total Stockholders' Equity | 5,000,009 | |||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 70,921,129 |
accompanying notes are an integral part of the financial statements.
HEALTHCARE ACQUISITION CORP.
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Healthcare Acquisition Corp. (the "Company") is a newly organized blank check company incorporated in Delaware on
November 1, 2017. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business transaction with one or more businesses or entities (a "Business
Combination"). Although the Company is not limited to a particular industry or geographic region for purposes of consummating
a Business Combination, the Company intends to focus on businesses operating in North America in the healthcare industry.
December 18, 2018, the Company had not yet commenced operations. All activity through December 18, 2018 relates to the Company's
formation and its initial public offering ("Initial Public Offering").
registration statement for the Initial Public Offering was declared effective on December 13, 2018. On December 18, 2018 the Company
consummated the Initial Public Offering of 7,000,000 units ("Units" and, with respect to the common stock included
in the Units offered, the "Public Shares") at $10.00 per Unit, generating total gross proceeds of $70,000,000, which
is described in Note 3.
with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 2,900,000 warrants (the "Private
Placement Warrants") at a price of $0.40 per warrant in a private placement to Mountain Wood, LLC, an affiliate of Chardan
Investments, LLC (the "Sponsor"), generating total gross proceeds of $1,160,000, which is described in Note 4.
costs amounted to $783,566, consisting of $500,000 of underwriting fees and $283,566 of offering costs. In addition, $896,729
of cash was held outside of the Trust Account (defined below) and is available for working capital purposes.
the closing of the Initial Public Offering on December 18, 2018, an amount of $70,000,000 ($10.00 per Unit) from the net proceeds
of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account
("Trust Account") and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of
the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 180 days or less
or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions
of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business
Combination or (ii) the distribution of the funds in the Trust Account to the Company's shareholders, as described below.
Company's management has broad discretion with respect to the specific application of the net proceeds of the Initial Public
Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied
generally toward consummating a Business Combination. The Company's initial Business Combination must be with one or more
target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding
taxes payable on income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination.
The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of
the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not
to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company
Act. There is no assurance that the Company will be able to successfully effect a Business Combination.
Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion
of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii)
by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or
conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their
shares for a pro rata portion of the amount then on deposit in the Trust Account ($10.00 per share, plus any pro rata interest
earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations).
There will be no redemption rights upon the completion of a Business Combination with respect to the Company's warrants.
Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation
of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted
in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder
vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation,
conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission ("SEC"), and
file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the
transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the
Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the
tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company's Sponsor
and other initial stockholders (collectively, the "Initial Stockholders") have agreed to (a) vote their Founder
Shares (as defined in Note 5) and any Public Shares held by them in favor of a Business Combination and (b) not to convert any
shares (including Founder Shares) in connection with a stockholder vote to approve a Business Combination or sell any such shares
to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to
redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.
HEALTHCARE ACQUISITION CORP.
the foregoing, if the Company seeks stockholder approval of a Business Combination and the Company does not conduct redemptions
pursuant to the tender offer rules, a stockholder, together with any affiliate of such stockholder or any other person with whom
such stockholder is acting in concert or as a "group" (as defined in Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), will be restricted from redeeming their shares with respect to more than
an aggregate of 20% of the Public Shares.
Company will have until December 18, 2020 to consummate a Business Combination (the "Combination Period"). If the
Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter,
redeem 100% of the outstanding Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned (net of taxes payable), divided by the number of then outstanding Public Shares,
which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive
further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the remaining stockholders and the Company's board of directors, proceed to
commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide