Item 8.01 Other Events
As previously disclosed, on July 7, 2021, Healthcare Capital Corp., a Delaware
corporation ("HCCC") entered into a Merger Agreement (the "Merger Agreement")
related to a proposed business combination (the "Business Combination") with
Alpha Tau Medical Ltd. ("Alpha Tau").
On January 19, 2022, HCCC issued a press release announcing that, as of January
12, 2022, the Securities and Exchange Commission (the "SEC") has declared
effective the registration statement on Form F-4 (the "Registration Statement")
filed by Alpha Tau in connection with the Business Combination and that a
special meeting (the "Special Meeting") of HCCC's stockholders will be held
virtually on February 15, 2022 at 10:00 a.m., Eastern Time. The purpose of the
Special Meeting is to vote on certain proposals related to the Business
Combination that are disclosed in HCCC's definitive proxy statement/prospectus,
filed with the SEC on January 14, 2022. A copy of the press release is filed
herewith as Exhibit 99.1 to this Current Report on Form 8-K.
IMPORTANT LEGAL INFORMATION
Forward-Looking Statements
This document includes "forward-looking statements" within the meaning of the
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 the failure to obtain approval of
the stockholders of HCCC or other 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 on Form F-4, as amended, which
was declared effective by the SEC on January 12, 2022, and other filings that
Alpha Tau may make with the United States Securities and Exchange Commission.
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 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 Alpha Tau's views as of any date subsequent to the date of this
press release.
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No Offer or Solicitation
This current 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.
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 and the
definitive proxy statement, filed by HCCC with the SEC on January 14, 2022.
In connection with the proposed transaction with HCCC, Alpha Tau has filed a
Registration Statement on Form F-4, which includes a preliminary proxy
statement/prospectus of HCCC and was declared effective by the SEC on January
12, 2022.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS
OF HCCC ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM F-4 OF ALPHA TAU,
WHICH WAS INITIALLY FILED WITH THE SEC ON AUGUST 19, 2021, AND DECLARED
EFFECTIVE BY THE SEC ON JANUARY 12, 2022 AND HCCC'S DEFINITIVE PROXY
STATEMENT/PROSPECTUS FILED BY HCCC ON JANUARY 14, 2022 IN CONNECTION WITH HCCC'S
SOLICITATION OF PROXIES FOR ITS SPECIAL MEETING OF STOCKHOLDERS TO BE HELD TO
APPROVE THE PROPOSED BUSINESS COMBINATION. THE PROXY STATEMENT/PROSPECTUS
CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND THE
PARTIES TO THE PROPOSED BUSINESS COMBINATION. 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.
Stockholders will also be able to obtain copies of the Registration Statement,
proxy statement/prospectus, and Form 8-K, without charge at the SEC's website
at www.sec.gov.
Participants in 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 transaction of HCCC's directors and officers HCCC's
and Alpha Tau's filings with the SEC, including the Registration Statement.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
99.1 Press Release of Healthcare Capital Corp. dated January 19, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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