UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 5, 2021
Population Health Investment Co., Inc.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-39706 | 98-1556837 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| One World Financial Center New York, New York |
10281 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 993-3113
Not Applicable
(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 (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A ordinary shares, and one Warrant to acquire one-third of one Class A ordinary share | PHICU | The Nasdaq Stock Market LLC | ||
| Class A ordinary share, par value $0.0001 per share | PHIC | The Nasdaq Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | PHICW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 8.01. Other Events.
On January 5, 2021, Population Health Investment Co., Inc. (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), and redeemable warrants included in the Units commencing on or about January 8, 2021. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share. Any Units not separated will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the symbol “PHICU.” Any underlying Class A ordinary shares and warrants that are separated will trade on Nasdaq under the symbols “PHIC” and “PHICW,” respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A ordinary shares and warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
2
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.
Date: January 5, 2021
| POPULATION HEALTH INVESTMENT CO., INC. | ||
| By: | /s/ Christopher Cox | |
| Name: Christopher Cox | ||
| Title: Senior Vice President | ||
4
Exhibit 99.1
FOR IMMEDIATE RELEASE:
POPULATION HEALTH INVESTMENT CO., INC. ANNOUNCES THE
SEPARATE TRADING OF ITS CLASS A ORDINARY SHARES AND WARRANTS, COMMENCING ON OR ABOUT JANUARY 8, 2021
New York, NY (January 5, 2021) – Population Health Investment Co., Inc. (the “Company”) announced today that holders of the units sold in the Company’s initial public offering of 17,250,000 units completed on November 20, 2020 (the “offering”) may elect to separately trade the Class A ordinary shares and warrants included in the units commencing on or about January 8, 2021. Any units not separated will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the symbol “PHICU”, and each of the Class A ordinary shares and warrants will separately trade on Nasdaq under the symbols “PHIC” and “PHICW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.
Population Health Investment Co., Inc. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination in any industry, sector, or geographic region, it intends to focus on companies or divisions of companies in the healthcare industry, and in particular the therapeutics sector, in the United States and other developed countries. The Company was founded by Dr. Clive Meanwell and Ian Read.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward Looking Statements
This press release contains statements that constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements inherently involve risks and uncertainties, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
Melinda Masek
IR@populationhp.com
(212) 993-3113
5