UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on December 30, 2021 and January 28, 2022, MedTech Acquisition Corporation (the “Company”) issued an unsecured promissory note in the principal amount of $544,000 and $400,000, respectively, to the Company’s sponsor, MedTech Acquisition Sponsor LLC (the “Sponsor”), for working capital purposes.
On December 2, 2022, the Company amended both promissory notes to clarify that the principal of the notes will not be payable if the Company fails to complete its initial business combination on or before the 24 month anniversary of its initial public offering or such extended date as provided in the Company’s amended and restated certificate of incorporation, as amended from time to time. Except as set forth in the amendments, all of the other terms of the promissory notes remain unchanged.
The foregoing description is qualified in its entirety by reference to the form of amendment to the promissory note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Form of Amendment No. 1 to Promissory Note of the Company | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document) |
SIGNATURE
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.
| MEDTECH ACQUISITION CORP. | ||
| Dated: December 2, 2022 | By: | /s/ Christopher C. Dewey |
| Name: | Christopher C. Dewey | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
THE PROMISSORY NOTE TO WHICH THIS AMENDMENT NO. 1 (THE “AMENDMENT NO.1”) TO PROMISSORY NOTE RELATES (AS AMENDED BY THIS AMENDMENT NO. 1, THE “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDMENT NO. 1 TO PROMISSORY NOTE
| Dated as of December [•], 2022 | |
| Principal Amount: Up to $[●] | New York, New York |
MedTech Acquisition Corporation, a Delaware corporation (the “Maker”), hereby amends its promissory note, dated as of [●] (the “Original Note”), effective as of the date hereof, to delete and replace Section 1 of the Original Note in its entirety with the following:
1. Principal. The Payee shall be obligated to lend to the Maker amounts up to the Maximum Principal Amount. The principal balance of this Note, as reflected on Schedule A hereto (such Schedule to be updated from time to time by the Maker as amounts are borrowed from the Payee up to the Maximum Principal Amount), shall be repayable on the date on which the Maker consummates a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). No amount shall be due under this Note if such Initial Business Combination is not consummated on or before the 24 month anniversary of the date of the completion of the Maker’s initial public offering (“IPO”) or such extended date as provided in the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time.
All of the other terms of the Original Note remain unchanged and in effect.
[Remainder of page intentionally left blank. Signature page follows.]
IN WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Amendment No. 1 to be duly executed by the undersigned as of the day and year first above written.
| MEDTECH ACQUISITION CORPORATION | |||
| By: | |||
| Name: | Christopher C. Dewey | ||
| Title: | Chief Executive Officer | ||
[Signature Page – Amendment No. 1 to Promissory Note]