UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2022
Orion Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-4013901 | | 85-4210897 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer
Identification Number) |
767 5th Avenue, 44th Floor
New York, NY 10153
(212) 583-8540
(Address of principal executive offices, including zip code)
(212) 583-8540
(Registrant’s telephone number, including area code)
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 common stock, $0.0001 par value per share, and one-fourth of one redeemable warrant | | OHPAU | | The Nasdaq Stock Market LLC |
| Class A common stock included as part of the units | | OHPA | | The Nasdaq Stock Market LLC |
| Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | | OHPAW | | 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 24, 2022, the board of directors (the “Board”) of Orion Acquisition Corp. (the “Company”) appointed Stephen Schlegel to the Board. Mr. Schlegel was appointed to serve as a Class II director with a term expiring at the Company’s second annual meeting of stockholders.
The Board appointed Mr. Schlegel, who was determined to be an “independent director” as defined in the applicable rules of The Nasdaq Capital Market LLC, to the Board’s Audit Committee and Compensation Committee. In connection with such appointment, Beau Garverick resigned as a member of the Audit Committee and the Compensation Committee. Mr. Garverick will remain Chief Executive Officer and Chief Financial Officer of the Company and will remain on the Board.
Mr. Schlegel, 59, served as head of Corporate Development at Anthem, Inc., a leading health benefits company, from August 2005 to February 2021 where he was responsible for leading all the company’s corporate development activities, including managing mergers and acquisitions and corporate negotiations. Prior to that, Mr. Schlegel served as Vice President, Corporate Development and Strategy at Sprint from 1998 to 2005. Mr. Schlegel is currently a member of the board of directors of American Well Corp., where here serves as Chairman of the Audit Committee and is a member of the Compensation Committee. Mr. Schlegel holds a BA in accounting from Loras College and an MBA from the University of Chicago Booth School of Business.
On February 24, 2022, the Company entered into an indemnity agreement (the “Indemnity Agreement”) with Mr. Schlegel in the form previously filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-253081) for its initial public offering, initially filed with the U.S. Securities and Exchange Commission on February 12, 2021 (the “Registration Statement”). Pursuant to the Indemnity Agreement, the Company has agreed, among other things, to provide contractual indemnification, in addition to the indemnification provided in the Company’s Amended and Restated Certificate of Incorporation, against liabilities that may arise by reason of Mr. Schlegel’s service on the Board, and to advance expenses incurred as a result of any proceeding against him for which he could be indemnified.
On February 24, 2022, the Company entered into a letter agreement with Mr. Schlegel (the “Letter Agreement”) on substantially the same terms as the form of letter agreement previously entered into by and between the Company and each of its other directors in connection with the Company’s initial public offering. Pursuant to the Letter Agreement, Mr. Schlegel has agreed (i) to waive his redemption rights with respect to any founder shares and public shares held by him in connection with the completion of the Company’s initial business combination and a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) that would modify the substance or timing of the Company’s obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial business combination within 24 months from the closing of the Company’s initial public offering or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A common stock and (ii) to waive his rights to liquidating distributions from the trust account with respect to any founder shares he holds if the Company fails to consummate an initial business combination within 24 months from the closing of the Company’s initial public offering (although he will be entitled to liquidating distributions from the trust account with respect to any public shares he holds if the Company fails to complete its initial business combination within the prescribed time frame).
The foregoing descriptions of the Indemnity Agreement and the Letter Agreement do not purport to be complete and are qualified in their entireties by reference to the form of indemnity agreement and the Letter Agreement, copies of which are attached as Exhibit 10.7 to the Registration Statement and Exhibit 10.1 hereto, respectively, and are incorporated herein by reference.
There are no arrangements or understandings between Mr. Schlegel and any other persons pursuant to which Mr. Schlegel was selected as a director of the Company. There are no family relationships between Mr. Schlegel and any of the Company’s other directors or executive officers and Mr. Schlegel does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
EXHIBIT INDEX
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.
Dated: February 28, 2022
| | ORION ACQUISITION CORP. |
| | |
| | By: | /s/ Beau Garverick |
| | Name: | Beau Garverick |
| | Title: | Chief Executive Officer and
Chief Financial Officer |
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