Item 5.02 Departure of Directors of Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 6, 2020, Mr. Vishal Kapoor was appointed by the board of directors
(the "Board") of Amplitude Healthcare Acquisition Corporation (the "Company") as
the Company's President, effective immediately.
Prior to his employment with the Company, Mr. Kapoor worked at Iveric Bio
(formerly known as Ophthotech) from April 2015 to December 2019. As the Chief
Business Officer of Iveric Bio, he was responsible for acquiring an
industry-leading portfolio of gene therapy and therapeutic assets in
ophthalmology. From October 2014 to April 2015, Mr. Kapoor was responsible for
business development and portfolio strategy in his role as Director of Corporate
Development at NPS Pharma, which was acquired by Shire in 2015. From 2005 to
2014, Mr. Kapoor spent 9 years at Genentech in a variety of positions, including
leading strategy for ophthalmology and CNS pipeline assets, Lucentis marketing,
commercial assessments for business development and medical affairs. Mr. Kapoor
holds an MBA in Finance and Management from Columbia Business School and a BA in
Biology from Columbia University.
In connection with his appointment, the Company entered into an employment
agreement (the "Agreement") with Mr. Kapoor on January 6, 2020 (the "Effective
Date"), the terms of which became effective immediately. Pursuant to the
Agreement, Mr. Kapoor will receive a monthly base salary of $8,333.00.
Contingent on his continuous employment with the Company, Mr. Kapoor will also
be eligible to receive a one-time bonus if the business combination of the
Company is successfully closed.
The term of the Agreement will continue indefinitely until terminated in
accordance with the terms and conditions of this Agreement. The Agreement can be
terminated by the Company with or without cause or upon Mr. Kapoor's death or
disability. Cause, as defined in the Agreement, includes, but is not limited to,
(i) Mr. Kapoor's conviction of, or plea of nolo contendere, to a felony, (ii)
his continued substance abuse or insobriety, (iii) his failure to substantially
perform essential job functions; (iv) his failure to adhere to directives of the
Board, (v) his material misconduct or gross negligence, (vi) a material
violation of any company policy, or (v) any material breach of the Agreement.
Additionally, Mr. Kapoor may terminate the Agreement with or without good
reason. Good reason, as defined in the Agreement, includes a material diminution
of the executive's duties or responsibilities, a material deduction in the
executive's compensation or benefits, relocation of the executive's principal
office by more than 60 miles, any requirement that the executive report to
anyone other than the Board or Chief Executive Officer of the Company and any
material breach of the Agreement by the executive. Upon his's voluntary
termination without good reason, termination by the Company for cause or his
death or disability, Mr. Kapoor will only be entitled to any earned but unpaid
compensation as well as other amounts or benefits owed under the terms of any
employee benefit plan of the Company (the "Accrued Benefits"). If the employment
is terminated by Mr. Kapoor for good reason or by the Company without cause,
subject to certain conditions, he will be entitled to the one-time bonus
described above in addition to his Accrued Benefits.
The Agreement includes a non-solicitation provision that will apply for a period
of one year following the termination of Mr. Kapoor's employment with the
Company. In addition, Mr. Kapoor has agreed not to become an employee, officer,
director, or consultant of any other blank check company with a class of
securities registered under the Securities Exchange Act of 1934, as amended,
unless the Company has failed to complete a business combination within 24
months after the closing of its initial public offering (the "IPO"). He further
agrees for a period of six (6) months following the termination of his
employment with the Company not to become an employee, officer, director, or
consultant of any business seeking to acquire or merge with a business that was
subject to a binding "letter of intent" or similar written agreement with the
Company at the time of termination. The Agreement also contains customary
confidentiality provisions.
1
In addition to the Agreement, Mr. Kapoor also entered into a letter agreement
(the "Letter Agreement") with the Company, pursuant to which he has agreed to
(i) waive his redemption rights with respect to any founder shares and any
public shares held by him in connection with the completion of the Company's
initial business combination, (ii) waive his redemption rights with respect to
his founder shares and public shares in connection with a stockholder vote to
approve an amendment to the Company's amended and restated certificate of
incorporation (A) to modify the substance or timing of the Company's obligation
to allow redemption in connection with its initial business combination or to
redeem 100% of its public shares if the Company does not complete its initial
business combination within 24 months from the closing of the IPO or (B) with
respect to any other provision relating to stockholders' rights or pre-initial
business combination activity and (iii) to waive his rights to liquidating
distributions from the trust account with respect to any founder shares held by
him if the Company fails to complete its initial business combination within 24
months from the closing of the IPO, although he will be entitled to liquidating
distributions from the trust account with respect to any public shares he holds
if the Company fails to complete its initial business combination within the
prescribed time frame.
In connection with his employment, the Company's sponsor (the "Sponsor") agreed
to grant Mr. Kapoor a membership interest in the Sponsor.
The foregoing descriptions of the Agreement and the Letter Agreement are only a
summary and are qualified in their entirety by reference to the Agreement and
the Letter Agreement, a copy of which are filed herewith as Exhibits 10.1 and
10.2, respectively.
No family relationship exists between Mr. Kapoor and any of the Company's
directors or other executive officers. Unless disclosed herein, there are no
arrangements between Mr. Kapoor and any other person pursuant to which he was
appointed as an officer of the Company. Other than the transactions described
herein, there are no transactions to which the Company is or was a participant
and in which Mr. Kapoor has a material interest subject to disclosure under Item
404(a) of Regulation S-K.
Item 8.01. Other Events.
Forfeiture of Founder Shares
As previously reported, on November 22, 2019, the Company consummated its IPO of
an aggregate of 10,000,000 units (the "Units"). Each Unit consists of one share
of Class A common stock of the Company, par value $0.0001 per share ("Class A
Common Stock"), and one-half of one redeemable warrant of the Company
("Warrant"), with each whole Warrant entitling the holder thereof to purchase
one share of Class A Common Stock for $11.50 per share. The Units were sold at a
price of $10.00 per Unit, generating gross proceeds to the Company of
$100,000,000. The Company also granted the underwriters in the IPO a 45-day
option to purchase up to an additional 1,500,000 units to cover over-allotment.
The Sponsor, as the Company's initial stockholder, owned an aggregate of
2,875,000 shares of Class B common stock of the Company, par value $0.0001 per
share ("Class B Common Stock") at the consummation of the IPO, up to 375,000
shares of which were subject to forfeiture depending on the extent to which the
underwriters' over-allotment option is exercised.
On January 3, 2019, upon the expiration of the 45-day period and the
underwriters not exercising the over-allotment option, 375,000 shares of Class B
Common Stock were forfeited by the Sponsor in order to its maintain ownership of
20.0% of the issued and outstanding shares of common stock of the Company. Such
forfeited shares were cancelled by the Company.
Separate Trading of Units, Class A Common Stock and Warrants
On January 7, 2020, the Company issued a press release, a copy of which is
attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the
holders of the Units may elect to separately trade shares of the Class A Common
Stock and the Warrants comprising the Units commencing on January 10, 2020.
Those Units not separated will continue to trade on The Nasdaq Capital Market
under the symbol "AMHCU," and the Class A Common Stock and Warrants that are
separated will trade on The Nasdaq Capital Market under the symbols "AMHC" and
"AMHCW," respectively. No fractional warrants will be issued upon separation of
the Units and only whole warrants will trade. Holders of Units will need to
instruct their brokers to contact Continental Stock Transfer & Trust Company,
the Company's transfer agent, to separate their Units into shares of Class A
Common Stock and Warrants.
2
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Employment Agreement, dated January 6, 2020, by and between the
Company and Vishal Kapoor.
10.2 Letter Agreement, dated January 6, 2020, by and between the Company
and Vishal Kapoor.
99.1 Press Release, dated January 7, 2020
3
© Edgar Online, source Glimpses