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):
August 7, 2023
ARTEMIS
STRATEGIC INVESTMENT CORP.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-40855 |
|
86-1303512 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
3310 East Corona Avenue
Phoenix, Arizona 85040
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (602) 346-0329
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:
| x |
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 common stock and one half of one redeemable warrant |
|
ARTEU |
|
The Nasdaq Stock Market LLC |
| Class A common stock, par value $0.0001 per share |
|
ARTE |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of Class A common stock, each |
|
ARTEW |
|
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 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 August 7, 2023, Artemis
Strategic Investment Corp., a Delaware corporation (the “Company” or “Artemis”), and
Danam Health, Inc., a Delaware corporation (“Danam”), issued a joint press release announcing the execution
of an Agreement and Plan of Merger, dated August 7, 2023 (the “Merger Agreement”) with Danam, ASIC Merger Sub
Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Artemis Sponsor, LLC,
a Delaware limited liability company, in the capacity as the representative for certain stockholders of the Company, and Suren Ajjarapu,
in the capacity as the representative for certain stockholders of Danam. Pursuant to the Merger Agreement, and subject to the terms and
conditions set forth therein, upon the consummation of the transactions contemplated thereby (the “Closing”),
Merger Sub will merge with and into Danam, with Danam surviving as a wholly-owned subsidiary of the Company (with the transactions contemplated
by the Closing referred to as the “Transaction”). A copy of the press release is furnished hereto as Exhibit
99.1 and incorporated herein by reference.
The information in this Item
8.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities
Act”) or the Exchange Act, except as expressly set forth by specific reference in such filing. The submission of the information
set forth in this Item 8.01 shall not be deemed an admission as to the materiality of any information in this Item 8.01, including the
information presented in Exhibit 99.1 hereto that is provided solely in connection with Regulation FD.
Additional Information
and Where to Find It
In connection with the Merger
Agreement and the Transaction, Artemis intends to file with the Securities and Exchange Commission (“SEC”) a
Registration Statement on Form S-4, which will include a prospectus for Artemis securities and a proxy statement for Artemis’
stockholders (the “Registration Statement”). The Registration Statement has not been filed with or declared
effective by the SEC. Promptly after the Registration Statement is declared effective by the SEC, Artemis will mail the definitive proxy
statement and a proxy card to its shareholders. Investors and securityholders of Artemis and other interested persons are advised to read,
when available, the preliminary proxy statement to be filed with the SEC, and amendments thereto, and the definitive proxy statement in
connection with Artemis’ solicitation of proxies for the special meeting to be held to approve the Merger Agreement and Transaction
and other documents filed in connection with the proposed Transaction because these documents will contain important information about
Danam, Artemis, the combined company following the consummation of the Transaction (“Danam Health”), the Merger
Agreement and the Transaction. The definitive proxy statement will be mailed to shareholders of Artemis as of a record date to be established
in the future for voting on the Merger Agreement and the Transaction. The Registration Statement, including the definitive proxy statement,
the preliminary proxy statement and other relevant materials in connection with the Transaction (when they become available), and any
other documents filed by Artemis with the SEC, may be obtained free of charge at the SEC's website (www.sec.gov) or by writing to: Artemis
Strategic Investment Corporation, 3310 East Corona Avenue, Phoenix, AZ 89040, Attention: Mr. Philip N. Kaplan.
Participants in the
Solicitation
Artemis, Danam Health, Danam
and their respective directors, executive officers, other members of management and employees may be deemed participants in the solicitation
of proxies from Artemis’ stockholders with respect to the Transaction. Investors and security holders may obtain more detailed information
regarding the names and interests in the Transaction of Artemis’ directors and officers in Artemis’ filings with the SEC,
including, when filed with the SEC, the Registration Statement, including its preliminary proxy statement/prospectus, the definitive proxy
statement/prospectus, amendments and supplements thereto, and other documents filed with the SEC. Such information with respect to Danam
and Danam Health’s directors and executive officers will also be included in the proxy statement/prospectus. You may obtain free
copies of these documents as described in the preceding paragraph.
No Offer or Solicitation
This press release is not
a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Transaction and will not constitute
an offer to sell or the solicitation of an offer to buy or exchange any securities, nor will there be any sale of securities in any states
or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended.
Forward-Looking Statements
This press release contains
certain statements that are not historical facts and are forward-looking statements within the meaning of the federal securities laws
with respect to the Transaction between Artemis and Danam Health, including without limitation statements regarding the anticipated benefits
of the Transaction, the anticipated timing of the Transaction, the implied enterprise value, future financial condition and performance
of Danam Health and the combined company after the closing and expected financial impacts of the Transaction, the satisfaction of closing
conditions to the Transaction, the level of redemptions of Artemis’ public stockholders and the product candidates, products, markets,
and expected future performance and market opportunities of Danam and Danam Health. These forward-looking statements generally are identified
by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“think,” “strategy,” “future,” “opportunity,” “potential,” “plan,”
“seeks,” “may,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions, but the absence of these words does not mean that a statement
is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
These forward-looking statements
are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions. Many factors could cause actual future events to differ materially from the forward-looking statements
in this communication, including but not limited to: (i) the risk that the Transaction may not be completed in a timely manner or
at all, which may adversely affect the price of Artemis’ securities; (ii) the risk that the Transaction may not be completed
by Artemis’ business combination deadline; (iii) the failure to satisfy the conditions to the consummation of the Transaction,
including the approval of the Merger Agreement by the stockholders of Artemis, the satisfaction of the minimum cash at closing requirements
and the receipt of certain governmental, regulatory and third party approvals; (iv) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger Agreement; (v) the failure to achieve the minimum amount of cash
available following any redemptions by Artemis’ stockholders; (vi) redemptions exceeding anticipated levels or the failure
to meet Nasdaq initial listing standards in connection with the consummation of the Transaction; (vii) the effect of the announcement
or pendency of the Transaction on Danam Health’s business relationships, operating results, and business generally; (viii) risks
that the Transaction disrupts current plans and operations of Danam Health; (ix) the outcome of any legal proceedings that may be
instituted against Danam Health or against Artemis related to the Merger Agreement or the Transaction ; (x) changes in the markets
in which Danam Health competes, including with respect to its competitive landscape, technology evolution, or regulatory changes; (xi) changes
in domestic and global general economic conditions; (xii) the risk that Danam Health may not be able to execute its growth strategies;
(xiii) risk that Danam Health may not be able to develop and maintain effective internal controls; (xiv) costs related to the
Transaction and the failure to realize anticipated benefits of the Transaction or to realize estimated pro forma results and underlying
assumptions, including with respect to estimated stockholder redemptions; (xv) the ability to recognize the anticipated benefits
of the Transaction and to achieve its commercialization and development plans, and identify and realize additional opportunities, which
may be affected by, among other things, competition, the ability of Danam Health to grow and manage growth economically and hire and retain
key employees; (xvi) the risk that Danam Health may fail to keep pace with rapid technological developments to provide new and innovative
products and services or make substantial investments in unsuccessful new products and services; (xvii) risks related to the ability
to develop, license or acquire new therapeutics; (xviii) the risk that Danam Health will need to raise additional capital to execute
its business plan, which may not be available on acceptable terms or at all; (xix) the risk that Danam Health, post-combination,
experiences difficulties in managing its growth and expanding operations; (xx) the risk of product liability or regulatory lawsuits
or proceedings relating to Danam Health’s business; (xxi) uncertainties inherent in the execution, cost, and completion
of preclinical studies and clinical trials; risks related to regulatory review, and approval and commercial development; (xxii) risks
associated with intellectual property protection; (xxiii) the risk that Danam Health is unable to secure or protect its intellectual
property; and (xxiv) Danam Health’s limited operating history; (xxv) uncertainties inherent in the execution, cost, and
completion of preclinical studies and clinical trials; (xxvi) risks related to regulatory review and approval and commercial development;
and (xxvii) those factors discussed in Artemis’ filings with the SEC and that that will be contained in the proxy statement/prospectus
relating to the Transaction.
The foregoing list of factors
is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in
the “Risk Factors” section of the Registration Statement’s proxy statement/prospectus and the amendments thereto, the
definitive proxy statement/prospectus, and other documents to be filed by Artemis from time to time with the SEC. These filings identify
and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and while Danam and Artemis may elect to update these forward-looking statements at some
point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable law. Neither of Danam Health or Artemis gives any assurance that Danam Health
or Artemis, or the combined company, will achieve its expectations. These forward-looking statements should not be relied upon as representing
Danam’s Health or Artemis’ assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance
should not be placed upon the forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
| (d) |
Exhibits. The following exhibit is furnished with this Form 8-K: |
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.
| ARTEMIS STRATEGIC INVESTMENT CORP. |
|
| |
|
| By: |
/s/ Philip Kaplan |
|
| |
Name: Philip Kaplan |
|
| |
Title: Co-Chief Executive Officer |
|
Exhibit 99.1
Danam Health, Inc.
and Artemis Strategic Investment Corporation Announce the Execution of a Definitive Merger Agreement
August 7, 2023
| Source: Artemis Strategic Investment Corporation
Follow
| · | Danam Health, Inc. (“Danam”) is a health services technology
and pharmaceutical distribution company pioneering an ecosystem model designed to empower various stakeholders in the prescription journey
and patient medication compliance aspects of healthcare. |
| · | Founded by a consortium of top-tier pharma executives dedicated to improving
the last mile of medication and healthcare delivery, Danam aims to achieve commercial success by utilizing advanced integrative technology
to overcome both cost- and geography-related patient access barriers. |
| · | Danam leverages its proprietary technology to bridge the gap that exists
among patients, practitioners, pharmacies, and pharmaceutical product accessibility by utilizing its custom adherence platform to drive
value across the continuum of healthcare. |
| · | The transaction with Artemis Strategic Investment Corporation, a publicly
traded special purpose acquisition company (NASDAQ: ARTE), is expected to support Danam with access to capital markets and to accelerate
development of its health ecosystem model designed to fill a critical gap in effective last patient delivery of health services including
but not limited to prescription delivery, tele-pharmacy services, and effective product education at the patient and provider level. |
| · | Danam intends to further develop its health ecosystem model to other aspects
of patient care such as Remote Patient Monitoring (RPM) and expansion of care coordination among different healthcare providers. |
| · | The pro forma equity value of the combined company is expected to be approximately
$200 million and the proposed business combination is expected to be completed in the fourth quarter of 2023. |
New York, NY, August 7, 2023 (GLOBE NEWSWIRE)
-- Artemis Strategic Investment Corporation (NASDAQ: ARTE), a publicly traded special purpose acquisition company (“Artemis”),
and Danam Health, Inc. (“Danam”), a health services technology and pharmaceutical distribution company pioneering a healthcare
ecosystem model designed to bring efficiency to the prescription journey and promote medication compliance, today announced that they
had entered into a definitive agreement and plan of merger (the “Merger Agreement”). Upon closing of the merger as provided
in the Merger Agreement (the “Transaction”), the combined company will be named Danam Health Holdings Corporation (“Danam
Health”). Danam Health’s common stock and warrants are expected to be listed on NASDAQ.
Danam Health is poised to disrupt the pharmaceutical
market through its business-to-business-to-consumer (“B2B2C”) portfolio of integrated companies offering a unique health-ecosystem
aimed at increasing market access for pharmaceutical products by leveraging key market insights and intelligence. Danam’s four pillars
include improving access to medications, fostering an environment of transparent prescription pricing, reducing costs across the healthcare
system, and improving patient medication adherence to generate positive outcomes in a patient-centric model. The Danam is comprised of
three innovative divisions including a technology division with a proprietary digital health and medication adherence platform, a pharmaceutical
wholesale division recognized as an Accredited Drug Distributor (“ADD”) capable of servicing up to 50 states along with third-party
logistics capabilities, and a digital pharmacy recognized as an Accredited Healthcare Merchant and LegitScript certified. This synergistic
blend will offer innovative consumer-centric technologies with a massively scalable pharmaceutical distribution infrastructure consisting
of an estimated 4,500+ network pharmacies and growing thereby driving value to key healthcare stakeholders in what is referred to as the
“5P-Model” which includes patients, providers, pharmacies, pharmaceutical manufacturers, and ultimately to insurance payors
and pharmaceutical benefit managers (PBMs). Danam and the combined company following the Transaction, Danam Health, will be focusing its
channel strategies on the pharmaceutical manufacturing industry along with larger healthcare facilities and provider organizations.
Mr. Suren Ajjarapu, the Chief Executive Officer for Danam states
“I am ecstatic to announce the proposed merger of Danam with Artemis Strategic Investment Corporation, as it will, upon closing,
propel our strategic offering and associated product innovations and solutions to the market. The healthcare industry has seen rising
costs, including the $378 Billion spent on prescription drugs in 2021 alone. At Danam, we will focus on lowering these costs while improving
medication adherence and promoting favorable outcomes in patient care.”
“The global medication adherence market segment
is projected to be an $11.2 Billion dollar industry by 2030. Our advanced technology solutions will aid consumers with taking control
of their health by equipping them with convenient access to prescription and health services through our technology platform and applications,”
Mr. Ajjarapu added.
“The Artemis
team believes, by taking Danam public, we help accelerate their opportunity to gain leadership in the fast-growing consumer specialty
pharma sector by combining their patient-centric prescription technology with their well-established value-added distribution platform,”
said Philip N. Kaplan, Co-Chief Executive Officer & President of Artemis.
“This merger will highlight synergies across
all of our divisions to make a meaningful impact on the pharmaceutical supply chain industry. The industry is constantly threatened with
margin compression, and it has become increasingly difficult to create access and absorption of products in the market. We believe that
our strategy and solutions will solve these problems for pharmaceutical manufacturers by utilizing data science, facilitating channel
access with our network of pharmacies, and through the adoption of our digital solutions aimed at boosting medication adherence. The goal
of creating a one-stop solution for pharmaceutical manufacturers will be game-changer in our industry,” said Mr. Brian Norton,
Executive Vice President of Supply Chain at Danam.
Leadership Team
Following the closing of the Transaction, Suren Ajjarapu
will serve as the CEO and Chairman of the Board of Directors of Danam Health. The Board of Directors of Danam Health is also expected
to include Philip N. Kaplan and Prashant Patel.
Transaction Overview
The Transaction was unanimously approved by the respective
boards of directors of all parties, at an expected combined pro forma enterprise value of approximately $200 million. In connection with
the closing of the Transaction, Artemis Strategic Investment Corporation, will rename itself Danam Health Holdings Corporation.
Artemis’
newly created wholly owned subsidiary, ASIC Merger Sub, will merge with and into a Danam, with Danam surviving. Danam’s stockholders
will receive consideration in the form of newly issued shares of common stock Artemis, valued based on an aggregate implied enterprise
value for Danam of $200 million, including up to approximately $30 million of such common stock as contingent consideration, subject to
customary adjustments for Danam’s closing working capital, cash and debt. Additionally, Artemis’ sponsor has subjected certain
of its founder shares post-closing vesting. The Transaction is expected to be completed in the fourth quarter of 2023, subject to, among
other things, receipt of applicable governmental, regulatory, and third-party approvals, satisfaction of minimum closing net tangible
asset and cash requirements, and the satisfaction or waiver of other customary closing conditions.
Additional
information about the Transaction will be provided in a Current Report on Form 8-K to be filed by Artemis with the Securities and
Exchange Commission (the “SEC”) that will be available at www.sec.gov.
Advisors
Nelson Mullins Riley & Scarborough LLP is serving
as legal counsel for Danam, and Ellenoff Grossman & Schole LLP is serving as legal counsel for Artemis.
About Danam Health, Inc.
Danam is driven by a team of highly experienced and
distinguished industry leaders with healthcare technology and integrated product launch experience. Danam’s leadership believes
that accessible personalized last mile delivery of medications and channel optimization of pharmaceutical distribution are the next frontier
of patient care, and that disruptive business models are required to empower innovation in the post-pandemic world.
About Artemis Strategic Investment Corporation
Artemis is a special purpose acquisition company formed
for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business
combination with one or more businesses. Its principals possess public and private market investing experience and operational knowledge
to bring value added benefits to Danam Health. The Artemis team has substantial experience investing in and operating businesses in multiple
sectors, as well as a significant long-term track record in creatively structuring transactions to unlock and maximize value.
Additional Information and Where to Find It
In connection with the Merger Agreement and the
Transaction, Artemis intends to file with the SEC a Registration Statement on Form S-4, which will include a prospectus for
Artemis securities and a proxy statement for Artemis’ stockholders (the “Registration Statement”). The
Registration Statement has not been filed with or declared effective by the SEC. Promptly after the Registration Statement is
declared effective by the SEC, Artemis will mail the definitive proxy statement and a proxy card to its shareholders. Investors and
securityholders of Artemis and other interested persons are advised to read, when available, the preliminary proxy statement to be
filed with the SEC, and amendments thereto, and the definitive proxy statement in connection with Artemis’ solicitation of
proxies for the special meeting to be held to approve the Merger Agreement and Transaction and other documents filed in connection
with the proposed Transaction because these documents will contain important information about Danam, Artemis, Danam Health, the
Merger Agreement and the Transaction. The definitive proxy statement will be mailed to shareholders of Artemis as of a record date
to be established in the future for voting on the Merger Agreement and the Transaction. The Registration Statement, including the
definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the Transaction (when
they become available), and any other documents filed by Artemis with the SEC, may be obtained free of charge at the SEC's website
(www.sec.gov) or by writing to: Artemis Strategic Investment Corporation, 3310 East Corona Avenue, Phoenix AZ, 89040,
Attention: Mr. Philip N. Kaplan.
Participants in the Solicitation
Artemis, Danam Health, Danam and their respective directors,
executive officers, other members of management and employees may be deemed participants in the solicitation of proxies from Artemis’
stockholders with respect to the Transaction. Investors and security holders may obtain more detailed information regarding the names
and interests in the Transaction of Artemis’ directors and officers in Artemis’ filings with the SEC, including, when filed
with the SEC, the Registration Statement, including its preliminary proxy statement/prospectus, the definitive proxy statement/prospectus,
amendments and supplements thereto, and other documents filed with the SEC. Such information with respect to Danam and Danam Health’s
directors and executive officers will also be included in the proxy statement/prospectus. You may obtain free copies of these documents
as described in the preceding paragraph.
No Offer or Solicitation
This press release is not a solicitation of a proxy,
consent, or authorization with respect to any securities or in respect of the Transaction and will not constitute an offer to sell or
the solicitation of an offer to buy or exchange any securities, nor will there be any sale of securities in any states or jurisdictions
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933,
as amended.
Forward-Looking Statements
This press release contains certain statements that
are not historical facts and are forward-looking statements within the meaning of the federal securities laws with respect to the Transaction
between Artemis and Danam, including without limitation statements regarding the anticipated benefits of the Transaction, the anticipated
timing of the Transaction, the implied enterprise value, future financial condition and performance of Danam and the combined company
after the closing and expected financial impacts of the Transaction, the satisfaction of closing conditions to the Transaction, the level
of redemptions of Artemis’ public stockholders and the product candidates, products, markets, and expected future performance and
market opportunities of Danam and Danam Health. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “think,”
“strategy,” “future,” “opportunity,” “potential,” “plan,” “seeks,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations
and assumptions and, as a result, are subject to risks and uncertainties.
These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive
statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions.
Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including
but not limited to: (i) the risk that the Transaction may not be completed in a timely manner or at all, which may adversely affect
the price of Artemis’ securities; (ii) the risk that the Transaction may not be completed by Artemis’ business combination
deadline; (iii) the failure to satisfy the conditions to the consummation of the Transaction, including the approval of the Merger
Agreement by the stockholders of Artemis, the satisfaction of the minimum cash at closing requirements and the receipt of certain governmental,
regulatory and third party approvals; (iv) the occurrence of any event, change or other circumstance that could give rise to the
termination of the Merger Agreement; (v) the failure to achieve the minimum amount of cash available following any redemptions by
Artemis’ stockholders; (vi) redemptions exceeding anticipated levels or the failure to meet Nasdaq initial listing standards
in connection with the consummation of the Transaction; (vii) the effect of the announcement or pendency of the Transaction on Danam’s
business relationships, operating results, and business generally; (viii) risks that the Transaction disrupts current plans and operations
of Danam; (ix) the outcome of any legal proceedings that may be instituted against Danam h or against Artemis related to the Merger
Agreement or the Transaction; (x) changes in the markets in which Danam competes, including with respect to its competitive landscape,
technology evolution, or regulatory changes; (xi) changes in domestic and global general economic conditions; (xii) the risk
that Danam may not be able to execute its growth strategies; (xiii) risk that Danam may not be able to develop and maintain effective
internal controls; (xiv) costs related to the Transaction and the failure to realize anticipated benefits of the Transaction or to
realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions; (xv) the
ability to recognize the anticipated benefits of the Transaction and to achieve its commercialization and development plans, and identify
and realize additional opportunities, which may be affected by, among other things, competition, the ability of Danam to grow and manage
growth economically and hire and retain key employees; (xvi) the risk that Danam may fail to keep pace with rapid technological developments
to provide new and innovative products and services or make substantial investments in unsuccessful new products and services; (xvii) risks
related to the ability to develop, license or acquire new therapeutics; (xiii) the risk that Danam will need to raise additional
capital to execute its business plan, which may not be available on acceptable terms or at all; (xix) the risk that Danam Health,
post-combination, experiences difficulties in managing its growth and expanding operations; (xx) the risk of product liability or
regulatory lawsuits or proceedings relating to Danam Health’s business; (xxi) uncertainties inherent in the execution, cost,
and completion of preclinical studies and clinical trials; risks related to regulatory review, and approval and commercial development;
(xxii) risks associated with intellectual property protection; (xxiii) the risk that Danam Health is unable to secure or protect
its intellectual property; and (xxiv) Danam’s limited operating history; (xxv) uncertainties inherent in the execution,
cost, and completion of preclinical studies and clinical trials; (xxvi) risks related to regulatory review and approval and commercial
development; and (xxvii) those factors discussed in Artemis’ filings with the SEC and that that will be contained in the proxy
statement/prospectus relating to the Transaction.
The foregoing list of factors is not exhaustive. You
should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors”
section of the Registration Statement’s proxy statement/prospectus and the amendments thereto, the definitive proxy statement/prospectus,
and other documents to be filed by Artemis from time to time with the SEC. These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and while Danam and Artemis may elect to update these forward-looking statements at some point in the future, they assume
no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by applicable law. Neither of Danam or Artemis gives any assurance that Danam or Artemis, or the combined company,
will achieve its expectations. These forward-looking statements should not be relied upon as representing Danam’s or Artemis’
assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking
statements.
Contacts
Danam Health Communications
Corporate:
844-251-4691
Email:
investorrelations@danamhealth.com
Artemis Strategic Investment Corporation
Email:
info@artemisspac.com
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