UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
Subscription Agreement
On August 23, 2023, Denali SPAC Holdco, Inc., (the “Company”), a subsidiary of Denali Capital Acquisition Corp. (“Denali”), entered into a Subscription Agreement (the “Subscription Agreement”) with FutureTech Capital LLC (the “Investor”), pursuant to which, among other things, the Investor agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Investor, 1,800,000 shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), at a purchase price equal to $10.00 per share (the “Private Placement”) in connection with a financing effort related to the proposed business combination (the “Business Combination”) to be effected pursuant to the Agreement and Plan of Merger, dated as of January 25, 2023, as amended, by and among Denali, Longevity Biomedical, Inc. (“Longevity”), a Delaware corporation, the Company, Denali SPAC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company, Longevity Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company, and Bradford A. Zakes, solely in the capacity as seller representative (the “Merger Agreement”). The closing of the Private Placement is contingent upon the concurrent consummation of the Business Combination.
Prior to the closing of the Private Placement, the Company will file the Certificate of Designation of Series A Convertible Preferred Stock in substantially the form attached as an exhibit to the Subscription Agreement (the “Certificate of Designation”) with the Secretary of State of the State of Delaware on the Closing Date setting forth the terms, rights, obligations and preferences of the Preferred Stock. Pursuant to the Certificate of Designation, the Preferred Stock will be initially convertible, at the option of the holder, into the Company’s common stock at a conversion price equal to the lower of (i) $8.00 and (ii) the product of (x) the daily volume weighted average price of the Company’s common stock over a consecutive 20 trading days ending on and including the date of the conversion, multiplied by (y) 80% (the “Conversion Price”); provided, however, that in no event will the Conversion Price be less than $5.00. The Conversion Price is also subject to other customary adjustments for stock dividends, stock splits and similar corporate actions.
Holders of the Preferred Stock will be entitled to (i) vote with holders of the Company’s common stock, voting together as a single class, and (ii) receive dividends on shares of Preferred Stock equal to and in the same form as dividends actually paid on shares of the Company’s common stock, in each case, on an as-converted basis.
The foregoing descriptions of the Subscription Agreement and the transactions contemplated thereby are only summaries and do not purport to be complete, and are qualified in their entirety by reference to the full text of such instruments, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1, respectively, and incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Subscription Agreement, dated as of August 23, 2023, by and between Denali SPAC Holdco, Inc., and FutureTech Capital LLC. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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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.
| DENALI CAPITAL ACQUISITION CORP. | ||
| By: | /s/ Lei Huang | |
| Name: | Lei Huang | |
| Title: | Chief Executive Officer | |
Date: August 25, 2023
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