Item 1.01 Entry into a Material Definitive Agreement
First Amendment to Second Amended and Restated Business Combination
Agreement
As previously disclosed in
its Current Report on Form 8-K filed on October 5, 2022, on October 6, 2022, Digital Health Acquisition Corp. (“DHAC” or the
“Company”), DHAC Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of DHAC, DHAC Merger Sub II, Inc.,
a Texas corporation and a wholly owned subsidiary of DHAC, VSee Lab, Inc., a Delaware corporation, and iDoc Virtual Telehealth Solutions,
Inc., a Texas corporation, entered into a Second Amended and Restated Business Combination Agreement (the “Business Combination
Agreement”).
On November 3, 2022, the parties
to the Business Combination Agreement entered into the First Amendment to Second Amended and Restated Business Combination Agreement (the
“First Amendment”), pursuant to which the Business Combination Agreement was amended to, among other things, delete a condition
precedent to the consummation of the transactions contemplated by the Business Combination Agreement that the aggregate cash proceeds
available after the completion of the transactions equal or exceed the amount of $10,000,000.
The foregoing description
of the First Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the First Amendment
filed as Exhibit 2.1 hereto and incorporated by reference herein.
Series B Preferred Securities Purchase Agreement
On November 3, 2022, the Company
and A.G.P./Alliance Global Partners (the “Representative”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”), pursuant to which the Company will issue 4,370 shares (the “Series B Shares”) of its Series B Convertible
Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), at a per share price of $1,000 to the Representative
upon the closing of the transactions contemplated by the Business Combination Agreement in full satisfaction of the Representative’s
$4,370,000 deferred underwriting fee payable by the Company to the Representative pursuant to the Underwriting Agreement, dated November
3, 2021, between the Company and the Representative. The Series B Shares will have terms set forth in a certificate of designation for
the Series B Preferred Stock (the “Series B Preferred Certificate of Designation”). The Series B Preferred Stock is convertible
into Common Stock of the Company at the initial conversion price set forth in the Series B Preferred Certificate of Designation and described
in the following section.
The foregoing description
of the Purchase Agreement and the Series B Preferred Certificate of Designation does not purport to be complete and is qualified in its
entirety by the terms and conditions of the Purchase Agreement and the Series B Preferred Certificate of Designation filed as Exhibits
10.1 and 3.1 hereto, respectively, and incorporated by reference herein.