United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 21, 2019
Date of Report (Date of earliest event reported)
Chardan Healthcare Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-38762 | 82-3364020 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
17
State Street, 21st Floor |
10004 | |
(Address of Principal Executive Offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code: (646) 465-9000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols(s) | Name of each exchange on which registered | ||
| Units, each consisting of one share of common stock, $0.0001 par value, and one Warrant | CHAC.U | NYSE American | ||
| Common stock, $0.0001 par value per share | CHAC | NYSE American | ||
| Warrants to purchase common stock | CHAC.WS | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material definitive Agreement
The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On October 21, 2019, Chardan Healthcare Acquisition Corp. (the “Company”) issued an unsecured promissory note in the aggregate principal amount of up to $200,000 (the “Note”) to Mountain Wood, LLC, an entity controlled by the Company’s Chairman and Chief Executive Officer (“Mountain Wood”). The Note does not bear interest and matures upon closing of a business combination by the Company. The Note is convertible into warrants entitling the holder thereof to purchase one-half (1/2) of a share of common stock at (which securities have terms equivalent to the terms of the private placement securities issued in connection with the Company’s initial public offering) at a price of $11.50 per share. In the event that the company does not close a business combination, the note will only be repaid from amounts remaining outside the trust account of the Company.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Promissory Note dated October 21, 2019 |
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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: October 21, 2019
| CHARDAN HEALTHCARE ACQUISITION CORP. | ||
| By: | /s/ Jonas Grossman | |
| Name: | Jonas Grossman | |
| Title: | Chief Executive Officer | |
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