Item 5.07 Submission of Matters to a Vote of Security Holders
On February 18, 2022, Healthcare Capital Corp. ("HCCC" or the "Company") held a
special meeting of its stockholders (the "Special Meeting"), at which holders of
23,879,854 shares of common stock were present in person or by proxy,
constituting a quorum for the transaction of business. Only stockholders of
record as of the close of business on January 13, 2022, the record date for the
Special Meeting, were entitled to vote at the Special Meeting. As of the record
date, 34,375,000 shares of the Company's common stock, including 27,500,000
shares of Class A common stock and 6,875,000 shares of Class B common stock,
were outstanding and entitled to vote at the Special Meeting. The proposals
listed below are described in more detail in HCCC's definitive proxy
statement/prospectus, filed with the Securities and Exchange Commission (the
"SEC") on January 14, 2022 (the "Proxy Statement/Prospectus"). A summary of the
final voting results at the Special Meeting is set forth below:
Proposal 1 - The Business Combination Proposal
HCCC's stockholders approved Proposal 1 - the adoption and approval of the
Agreement and Plan of Merger, dated as of July 7, 2021 (the "Merger Agreement"),
by and among HCCC, Alpha Tau Medical Ltd., a company organized under the laws of
the State of Israel ("Alpha Tau") and Archery Merger Sub Inc., a Delaware
corporation and wholly owned subsidiary of Alpha Tau ("Merger Sub"), and the
transactions contemplated by the Merger Agreement (collectively, the "Business
Combination"). Pursuant to the Merger Agreement, Merger Sub will merge with and
into HCCC, with HCCC surviving as a wholly-owned subsidiary of Alpha Tau. The
votes cast were as follows:
For Against Abstain
22,583,729 652,398 643,727
Proposal 2 - The Charter Proposals
HCCC's stockholders approved Proposal 2 - the approval of the following material
differences between HCCC's amended and restated certificate of incorporation
(the "HCCC Charter") and Alpha Tau's amended and restated articles of
association (the "Alpha Tau Articles") to be effective upon the consummation of
the Business Combination, as 4 sub-proposals. The votes cast were as follows:
A. the name of the new public entity will be "Alpha Tau Medical Ltd." as opposed
to "Healthcare Capital Corp.".
For Against Abstain
22,584,211 651,921 643,722
B. the Alpha Tau Articles will provide for one class of ordinary shares as
opposed to the two classes of common stock provided for in the HCCC Charter.
For Against Abstain
22,583,734 652,398 643,722
C. Alpha Tau's corporate existence is perpetual as opposed to Healthcare
Capital's corporate existence terminating if a business combination is not
consummated within a specified period of time.
For Against Abstain
22,584,216 651,916 643,722
D. the Alpha Tau Articles will not include the various provisions applicable only
to special purpose acquisition corporations that the HCCC Charter contains.
For Against Abstain
22,584,211 651,921 643,722
As there were sufficient votes at the time of the Special Meeting to approve
each of the above proposals, the "Adjournment Proposal" described in the Proxy
Statement/Prospectus was not presented to stockholders.
Following the consummation of the Business Combination, the ordinary shares and
warrants of Alpha Tau are expected to begin trading on the Nasdaq Capital Market
under the symbols "DRTS" and "DRTSW".
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Item 8.01 Other Items.
As of the date of this Report, Alpha Tau issued a press release announcing that
HCCC's stockholders voted to approve the previously announced proposed business
combination at the Special Meeting. The press release is attached hereto as
Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
99.1 Press Release of Alpha Tau Medical Ltd., dated February 22, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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 on Form F-4, as amended, which
was declared effective by the SEC on January 12, 2022, and the Proxy
Statement/Prospectus 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.
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