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):
September 18, 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. ¨
Introductory Note
As previously disclosed, on August 7, 2023,
Artemis Strategic Investment Corp., a Delaware corporation (“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”).
Item 7.01 Regulation FD Disclosure.
On September 18, 2023, Artemis issued a press release (the “Press
Release”) announcing the public filing with the U.S. Securities and Exchange Commission (the “SEC”),
on September 8, 2023, of Artemis’ registration statement on Form S-4 in connection with the Transaction.
A copy of the Press Release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K. The Press Release 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, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information
and Where to Find It
In connection with the Merger Agreement and the
Transaction, Artemis has filed with the SEC a Registration Statement on Form S-4, which includes a preliminary prospectus for registration
of Artemis securities and a preliminary proxy statement for Artemis’ stockholders (the “Registration Statement”).
The Registration Statement has not been declared effective by the SEC. Promptly after and subject to the Registration Statement being
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 Form 8-K 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 Form 8-K 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 are 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. None of Danam, 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 Health’s,
Danam’s or Artemis’ assessments as of any date subsequent to the date of this Form 8-K. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
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 |
|
| Dated: September 18, 2023 |
Exhibit 99.1
Artemis Strategic Investment Corporation files Form S-4
in Connection with Its Business Combination with Danam Health, Inc.
Phoenix, AZ September 18, 2023 Artemis Strategic
Investment Corporation (NASDAQ: ARTE), a publicly traded special purpose acquisition company (“Artemis”), today announced
the filing of its registration statement on Form S-4 (the “Registration Statement”) with the United States Securities
and Exchange Commission (“SEC”) in connection with Artemis’ business combination with 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.
The Registration Statement contains a preliminary proxy
statement and prospectus of Artemis in connection with this previously announced business combination between Artemis and Danam (the “Transaction”).
Upon closing of the Transaction, the combined company will be named Danam Health Holding Corporation. Also included in the Registration
Statement is financial and business information about Danam and the combined company. Danam Health common stock and warrants are expected
to be listed on Nasdaq under the new ticker symbols “DLVM” and “DLVMW”, respectively, reflective of Danam’s
commercially available DelivMeds App.
Suren Ajjarapu, CEO of Danam, remarked, “I want
to thank the combined Danam and Artemis team for achieving this significant milestone in such a short time. This achievement shows our
determination and commitment to executing Danam’s patient-centric B2B2C pharmaceutical delivery model on behalf of patients and
our shareholders.”
While the Registration Statement has not yet been declared
effective by the SEC, and the information contained therein is subject to change, it provides important information about Danam, Artemis
and the Transaction. The Transaction, which has been approved by the boards of directors of Danam and Artemis, is expected to close around
the end of 2023, subject to, among other things, the SEC declaring the Registration Statement effective, approval of the Transaction by
Danam and Artemis shareholders, regulatory approvals, and the satisfaction of other customary closing conditions.
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 Transaction, Artemis has filed with the SEC
a Registration Statement on Form S-4, which includes a preliminary prospectus for Artemis securities and a preliminary proxy statement
for Artemis’ stockholders. The Registration Statement has not been declared effective by the SEC. Promptly subject to and after
the Registration Statement is declared effective by the SEC, Artemis will mail the accompanying 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 Agreement and Plan of Merger relating
to the Transaction (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 communication 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 communication 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 are 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. None of Danam Health, Danam 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 Health's,
Danam’s or Artemis’ assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
Artemis Strategic Invest... (NASDAQ:ARTEU)
Historical Stock Chart
From Nov 2024 to Dec 2024
Artemis Strategic Invest... (NASDAQ:ARTEU)
Historical Stock Chart
From Dec 2023 to Dec 2024
