Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on
Form 8-K is incorporated herein by reference.
On the Closing Date, HCCC, Alpha Tau and Continental Stock Transfer & Trust
Company, a New York corporation ("Continental") entered into that certain
Amended and Restated Warrant Agreement (the "Amended Warrant Agreement"). The
Amended Warrant Agreement amends and restates that certain Warrant Agreement,
dated as of January 14, 2021, by and between HCCC and Continental (the "Existing
Warrant Agreement") to provide for the assignment by HCCC and the assumption by
Alpha Tau of all the rights and obligations of HCCC under the Existing Warrant
Agreement with respect to the Company Warrants. Pursuant to the Amended Warrant
Agreement, all HCCC warrants under the Existing Warrant Agreement will no longer
be exercisable for shares of HCCC's Class A common stock, but instead will be
exercisable for Company Ordinary Shares.
The foregoing description of the Amended Warrant Agreement does not purport to
be complete and is qualified in its entirety by reference to the text of the
Amended Warrant Agreement which is filed as Exhibit 4.1 hereto and is
incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on
Form 8-K is incorporated herein by reference.
On the Closing Date, in connection with the consummation of the Business
Combination, the following material agreements of HCCC terminated in accordance
with their terms: (i) that certain Investment Management Trust Agreement, dated
as of January 14, 2021, between HCCC and Continental, pursuant to which
Continental invested the proceeds of HCCC's initial public offering in a trust
account and facilitated the redemptions in connection with the Business
Combination; and (ii) that certain Administrative Support Agreement, dated as of
January 14, 2021, between HCCC and Healthcare Capital Sponsor LLC (the
"Sponsor"), pursuant to which the Sponsor provided office space, utilities, and
secretarial and administrative support to HCCC for a fee of $10,000 per month.
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Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and Items 1.01 and 1.02 of
this Current Report on Form 8-K is incorporated by reference herein.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introductory Note and Item 2.01 of this Current
Report on Form 8-K is incorporated by reference herein.
In connection with the consummation of the Business Combination, on the Closing
Date, HCCC and Alpha Tau notified The Nasdaq Capital Market ("Nasdaq") that the
certificate of merger relating to the Business Combination had been filed with
the Secretary of State of the State of Delaware and that HCCC's outstanding
securities had been converted into Company Ordinary Shares and Company Warrants,
as described in Item 1.01 above. HCCC requested that Nasdaq delist HCCC's units,
Class A common stock, and warrants on March 7, 2022, and as a result, trading of
HCCC's units, Class A common stock, and warrants on Nasdaq will be suspended in
advance of trading on March 8, 2022. On March 7, 2022, Nasdaq filed a
notification of removal from listing and registration on Form 25, thereby
commencing the process of delisting HCCC's securities from Nasdaq and
deregistering the securities under Section 12(b) of the Securities Exchange Act
of 1934, as amended.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Item 2.01 and Item 3.01
above and Item 5.01 below of this Current Report on Form 8-K is incorporated by
reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note and Item 2.01 of this Current
Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Business Combination, a change in control
of HCCC occurred. Following the consummation of the Business Combination, HCCC
became a wholly owned subsidiary of Alpha Tau.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in the Introductory Note and Item 2.01 of this Current
Report on Form 8-K is incorporated by reference herein.
In accordance with the terms of the Merger Agreement, and effective as of the
Closing Date, each of HCCC's officers and directors resigned as a member of
HCCC's board of directors and/or from each officer position previously held, as
applicable. These resignations were not a result of any disagreement between
HCCC and the officers and directors on any matter relating to HCCC's operations,
policies or practices.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note of this Current Report on
Form 8-K is incorporated by reference herein.
On March 7, 2022, HCCC filed a Certificate of Merger (the "Merger Certificate")
with the Secretary of State of the State of Delaware (the "Secretary of State")
to effect the Business Combination. In connection with the Merger Certificate,
the certificate of incorporation of HCCC was amended and restated in its
entirety, effective as of the effective time of the Business Combination.
The foregoing description of HCCC's amended and restated certificate of
incorporation does not purport to be complete and is qualified in its entirety
by reference to the complete text of such certificate of incorporation, a copy
of which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is
incorporated by reference herein.
Item 8.01 Other Events.
Attached as Exhibit 99.1 to this Current Report on Form 8-K is the press release
jointly issued by the parties announcing the consummation of the Business
Combination.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
2.1* Agreement and Plan of Merger, dated as of July 7, 2021, by and among
Healthcare Capital Corp., Archery Merger Sub Inc. and Alpha Tau Medical
Ltd., incorporated by reference to Exhibit 2.1 to the Registrant's
Current Report on Form 8-K filed on July 8, 2021.
3.1 Second Amended and Restated Certificate of Incorporation of Healthcare
Capital Corp.
4.1 Amended and Restated Warrant Agreement, dated as of March 7, 2022,
among Healthcare Capital Corp., Alpha Tau Medical Ltd. and Continental
Stock Transfer & Trust Company.
99.1 Press Release.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* The exhibits and schedules to this Exhibit have been omitted in accordance with
Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally
a copy of all omitted exhibits and schedules to the Securities and Exchange
Commission upon its request.
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