Healthcare Capital Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Definitive Material Agreement
On February 17, 2022, Healthcare Capital Corp. (“HCCC”), Healthcare Capital Sponsor LLC (the “Sponsor”) and certain members of HCCC’s board of directors or management team agreed to amend (the “Amendment”) the letter agreement, dated July 7, 2021 (the “Sponsor Support Agreement”), entered into in connection with HCCC’s previously announced proposed business combination (the “Business Combination”) with Alpha Tau Medical Ltd., a company organized under the laws of the State of Israel (“Alpha Tau”), pursuant to the Agreement and Plan of Merger dated July 8, 2021, by and among HCCC, Alpha Tau, Sponsor and the other parties thereto (the “Merger Agreement”), as further described in HCCC’s definitive proxy statement/prospectus, filed with the Securities and Exchange Commission (the “SEC”) on January 14, 2022. Pursuant to the Amendment, the parties agreed to revise the forfeiture provisions set forth in the Sponsor Support Agreement.
Other than as modified pursuant to the Amendment, the Sponsor Support Agreement remains in full force and effect. The foregoing description of the Amendment and the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, filed as Exhibit 10.1 hereto and incorporated herein by reference, and of the Sponsor Support Agreement, the form of which was filed Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC by HCCC on July 8, 2021, and is incorporated herein by reference.
Additional Information and Where to Find It
For additional information on the Business Combination, see HCCC’s Current Report on Form 8-K, which was filed with the SEC on July 8, 2021.
In connection with the proposed Business Combination, Alpha Tau has filed a Registration Statement on Form F-4, which includes a proxy statement/prospectus of HCCC and was declared effective on January 12, 2022 (the “Registration Statement”). The definitive proxy statement/prospectus was mailed to stockholders of HCCC as of January 13, 2022, the record date established for voting on the proposed Business Combination.
Investors and security holders of HCCC are advised to read, the definitive proxy statement/prospectus in connection with HCCC’s solicitation of proxies for the special meeting of stockholders to be held for the approval of the proposed Business Combination because the proxy statement/prospectus contains important information about the proposed Business Combination and the parties to the proposed Business Combination.
Stockholders may also obtain copies of the Registration Statement, proxy statement/prospectus, and Form 8-K, without charge at the SEC’s website at www.sec.gov.
No Offer or Solicitation
This report is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
HCCC and Alpha Tau and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of HCCC’s stockholders in connection with the proposed Business Combination between HCCC and Alpha Tau. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed Business Combination of HCCC’s directors and officers in HCCC’s and Alpha Tau’s filings with the SEC, including the Registration Statement.
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Forward Looking Statements
Certain statements herein are “forward-looking statements” made pursuant to the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. When used herein, words including “anticipate,” “being,” “will,” “plan,” “may,” “continue,” and similar expressions are intended to identify forward-looking statements. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking. All forward-looking statements are based upon Alpha Tau’s and HCCC’s current expectations and various assumptions. Alpha Tau believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain. Alpha Tau may not realize its expectations, and its beliefs may not prove correct. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various important factors, including, without limitation: (i) Alpha Tau’s ability to receive regulatory approval for its Alpha DaRT technology or any future products or product candidates; (ii) Alpha Tau’s limited operating history; (iii) Alpha Tau’s incurrence of significant losses to date; (iv) Alpha Tau’s need for additional funding and ability to raise capital when needed; (v) Alpha Tau’s limited experience in medical device discovery and development; (vi) Alpha Tau’s dependence on the success and commercialization of the Alpha DaRT technology; (vii) the failure of preliminary data from Alpha Tau’s clinical studies to predict final study results; (viii) failure of Alpha Tau’s early clinical studies or preclinical studies to predict future clinical studies; (ix) Alpha Tau’s ability to enroll patients in its clinical trials; (x) undesirable side effects caused by Alpha Tau’s Alpha DaRT technology or any future products or product candidates; (xi) Alpha Tau’s exposure to patent infringement lawsuits; (xii) Alpha Tau’s ability to comply with the extensive regulations applicable to it; (xiii) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the proposed Business Combination contemplated thereby; (xiv) the inability to complete the transactions contemplated by the Merger Agreement due to certain conditions to closing in the Merger Agreement; (xv) the inability to meet the aggregate transaction proceeds requirements of the Merger Agreement due to the inability to consummate the PIPE Investment or the amount of cash available following any redemptions by HCCC’s stockholders; (xvi) the ability to meet Nasdaq’s listing standards following the consummation of the transactions contemplated by the Merger Agreement; (xvii) the risk that the proposed transactions disrupt current plans and operations of Alpha Tau as a result of the announcement and consummation of the transaction described herein; (xviii) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (xix) costs related to the proposed Business Combination; (xx) changes in applicable laws or regulations; (xxi) impacts from the COVID-19 pandemic; and the other important factors discussed under the caption “Risk Factors” in Alpha Tau’s Registration Statement, and the proxy statement/prospectus of HCCC, and other filings that Alpha Tau or HCCC may make with the SEC. These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this current report. Any such forward-looking statements represent management’s estimates as of the date of this current report. While HCCC and Alpha Tau may elect to update such forward-looking statements at some point in the future, except as required by law, it disclaims any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing HCCC’s and Alpha Tau’s views as of any date subsequent to the date of this current report.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit | Description | |
| 10.1 | Amendment to Sponsor Support Agreement, dated as of February 17, 2022, by and among Healthcare Capital Sponsor LLC, Healthcare Capital Corp., Alpha Tau Medical Ltd. and the individuals named on the signature pages thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 17, 2022
| HEALTHCARE CAPITAL CORP. | ||
| By: | /s/ William Johns | |
| Name: | William Johns | |
| Title: | Chief Executive Officer | |
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