Item 1.01 Entry Into A Material Definitive Agreement.
As previously disclosed by Healthwell Acquisition Corp. I, a Delaware
corporation ("Healthwell"), in a Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission (the "SEC") on May 3, 2023, Healthwell
entered into a business combination agreement (the "Business Combination
Agreement") on April 27, 2023 with Starton Therapeutics, Inc., a British
Columbia corporation ("Starton"), HWEL Holdings Corp., a Delaware corporation
and wholly-owned subsidiary of Healthwell ("Pubco"), HWEL Merger Sub Corp., a
Delaware corporation and wholly-owned subsidiary of Pubco ("Purchaser Merger
Sub"), 1412384 B.C. Unlimited Liability Company, a British Columbia unlimited
liability company and wholly-owned subsidiary of Pubco ("CallCo"), 1412388 B.C.
Ltd, a British Columbia corporation and wholly-owned subsidiary of CallCo
("ExchangeCo"), Healthwell Acquisition Corp. I Sponsor LLC, a Delaware limited
liability company, as the representative from and after the Effective Time (as
defined in the Business Combination Agreement) of the stockholders of Pubco
(other than the Starton Shareholders (as defined below) and their successors and
assignees) (the "Purchaser Representative"), and Kiriakos Charlie Perperidis, in
the capacity as the representative of the shareholders of Starton (the "Starton
Shareholders") from and after the Effective Time (the "Seller Representative"
and collectively with Healthwell, Starton, Pubco, Purchaser Merger Sub, CallCo,
ExchangeCo and the Purchaser Representative, the "Parties") (all of the
transactions contemplated by the Business Combination Agreement, including the
issuances of securities thereunder, the "Transaction"). Unless otherwise defined
herein, capitalized terms used herein shall have the meanings ascribed thereto
in the Business Combination Agreement.
On May 15, 2023, the Parties entered into the First Amendment to the Business
Combination Agreement (the "First BCA Amendment"), pursuant to which the Parties
agreed to amend Section 9.1 of the Business Combination Agreement to add a new
closing condition which requires that, immediately after the Closing, and after
giving effect to the Redemption, the Starton Shareholders will own a number of
voting shares of Pubco representing, in the aggregate, no less than 51% of the
total voting power of all issued and outstanding shares of Pubco.
The foregoing description of the First BCA Amendment is not complete and is
qualified in its entirety by reference to the full text of the First BCA
Amendment, a copy of which is filed as Exhibit 2.1 hereto and is incorporated
herein by reference.
Additional Information and Where to Find It
In connection with the proposed Transaction, Pubco intends to file a
registration statement on Form S-4 (as may be amended or supplemented from time
to time, the "Registration Statement") with the SEC, which will include a
preliminary proxy statement and a prospectus in connection with the proposed
Transaction. STOCKHOLDERS OF Healthwell ARE ADVISED TO READ, WHEN AVAILABLE, THE
PRELIMINARY PROXY STATEMENT, ANY AMENDMENTS THERETO, THE DEFINITIVE PROXY
STATEMENT, THE PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE
FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. THIS DOCUMENT WILL
NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE
PROPOSED TRANSACTION. IT IS ALSO NOT INTENDED TO FORM THE BASIS OF ANY
INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF THE PROPOSED
TRANSACTION. When available, the definitive proxy statement and other relevant
documents will be mailed to the stockholders of Healthwell as of a record date
to be established for voting on the Transaction. Stockholders and other
interested persons will also be able to obtain copies of the preliminary proxy
statement, the definitive proxy statement, the Registration Statement and other
documents filed the SEC that will be incorporated by reference therein, without
charge, once available, at the SEC's website at www.sec.gov.
Healthwell's stockholders will also be able to obtain a copy of such documents,
without charge, by directing a request to: Healthwell Acquisition Corp. I, 1001
Green Bay Rd, #227 Winnetka, IL 60093; e-mail:
healthwell.management@healthwellspac.com.
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Forward-Looking Statements
This report contains forward-looking statements for purposes of the "safe
harbor" provisions under the United States Private Securities Litigation Reform
Act of 1995. Any statements other than statements of historical fact contained
herein are forward-looking statements. Such forward-looking statements include,
but are not limited to, expectations, hopes, beliefs, intentions, plans,
prospects, financial results or strategies regarding Starton and the Transaction
and the future held by the respective management teams of Healthwell or Starton,
the anticipated benefits and the anticipated timing of the Transaction, future
financial condition and performance of Starton and expected financial impacts of
the Transaction (including future revenue, pro forma enterprise value and cash
balance), the satisfaction of closing conditions to the Transaction, financing
transactions, if any, related to the Transaction, the level of redemptions of
Healthwell's public stockholders and the products and markets and expected
future performance and market opportunities of Starton. These forward-looking
statements generally are identified by the words "anticipate," "believe,"
"could," "expect," "estimate," "future," "intend," "may," "might," "strategy,"
"opportunity," "plan," "project," "possible," "potential," "project," "predict,"
"scales," "representative of," "valuation," "should," "will," "would," "will
be," "will continue," "will likely result," and similar expressions, but the
absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. Many factors could cause
actual future events to differ materially from the forward-looking statements in
this communication, including, without limitation: (i) the risk that the
Transaction may not be completed in a timely manner or at all, which may
adversely affect the price of Healthwell's securities; (ii) the risk that the
Transaction may not be completed by Healthwell's business combination deadline
and the potential failure to obtain an extension of the business combination
deadline if sought by Healthwell; (iii) the failure to satisfy the conditions to
the consummation of the Transaction, including, among others, the condition that
Healthwell has cash or cash equivalents of at least $15 million, and the
requirement that the Business Combination Agreement and the transactions
contemplated thereby be approved by the stockholders of each of Healthwell and
Starton; (iv) the failure to obtain any applicable regulatory approvals required
to consummate the Transaction; (v) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Business Combination
Agreement; (vi) the effect of the announcement or pendency of the Transaction on
Starton's business relationships, operating results, and business generally;
(vii) risks that the Transaction disrupts current plans and operations of
Starton; (viii) the risk that Pubco may not be able to raise funds in a PIPE
financing or may not be able to raise as much as anticipated; (ix) the outcome
of any legal proceedings that may be instituted against Starton or Healthwell
related to the Business Combination Agreement or the Transaction; (x) the
ability to maintain the listing of Healthwell's securities on a national
securities exchange or failure of Pubco to meet initial listing standards in
connection with the consummation of the Transaction; (xi) uncertainty regarding
outcomes of Starton's ongoing clinical trials, particularly as they relate to
regulatory review and potential approval for its product candidates; (xii) risks
associated with Starton's efforts to commercialize a product candidate; (xiii)
Starton's ability to negotiate and enter into definitive agreements for supply,
sales, marketing, and/or distribution on favorable terms, if at all; (xiv) the
impact of competing product candidates on Starton's business; (xv) intellectual
property-related claims; and (xvi) Starton's ability to attract and retain
qualified personnel; and (xvii) Starton's ability to continue to source the raw
materials for its product candidates.
The foregoing list of factors is not exhaustive. Recipients should carefully
consider such factors and the other risks and uncertainties described and to be
described in the "Risk Factors" section of Healthwell's initial public offering
(the "IPO") prospectus filed with the SEC on August 4, 2021, Healthwell's Annual
Report on Form 10-K filed for the year ended December 31, 2022 filed with the
SEC on March 3, 2023 and subsequent periodic reports filed by Healthwell with
the SEC, the Registration Statement and other documents filed or to be filed by
Healthwell from time to time with the SEC. These filings identify and address
other important risks and uncertainties that could cause actual events and
results to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date they are made.
Recipients are cautioned not to put undue reliance on forward-looking
statements, and neither Starton, Healthwell nor Pubco assume any obligation to,
nor intend to, update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise, except as required by
law. Neither Starton, Healthwell nor Pubco gives any assurance that either
Starton or Healthwell, or the combined company, will achieve its expectations.
Information Sources; No Representations
The communication furnished herewith has been prepared for use by Healthwell and
Starton in connection with the Transaction. The information therein does not
purport to be all-inclusive. The information therein is derived from various
internal and external sources, with all information relating to the business,
past performance, results of operations and financial condition of Healthwell
derived entirely from Healthwell and all information relating to the business,
past performance, results of operations and financial condition of Starton
derived entirely from Starton. No representation is made as to the
reasonableness of the assumptions made with respect to the information therein,
or to the accuracy or completeness of any projections or modeling or any other
information contained therein. Any data on past performance or modeling
contained therein is not an indication as to future performance.
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No representations or warranties, express or implied, are given in respect of
the communication. To the fullest extent permitted by law in no circumstances
will Healthwell, Starton or Pubco, or any of their respective subsidiaries,
affiliates, shareholders, representatives, partners, directors, officers,
employees, advisors or agents, be responsible or liable for any direct, indirect
or consequential loss or loss of profit arising from the use of this
communication (including without limitation any projections or models), any
omissions, reliance on information contained within it, or on opinions
communicated in relation thereto or otherwise arising in connection therewith,
which information relating in any way to the operations of Starton has been
derived, directly or indirectly, exclusively from Starton and has not been
independently verified by Healthwell. Neither the independent auditors of
Healthwell nor the independent auditors of or Starton audited, reviewed,
compiled or performed any procedures with respect to any projections or models
for the purpose of their inclusion in the communication and, accordingly,
neither of them expressed any opinion or provided any other form of assurances
with respect thereto for the purposes of the communication.
Prior Disclosures
Starton is aware that its CEO appeared on the television program "Unicorn
Hunters" on June 7, 2021. During that appearance, the CEO made a number of
representations as to Starton's approach to reformulating drug products to
improve efficacy, tolerability and patients' quality of life. As part of these
representations, the CEO raised the specific example of Starton's
investigational reformulation of Revlimid™. While Starton believes in the value
of its product, it understands that any clinical superiority claims cannot be
made absent specific findings from rigorous clinical studies which Starton has
not undertaken. The CEO's comments on the television program were not intended
to suggest Starton has conducted such studies; Starton does not have data to
support these specific representations and disclaims any representations or
purported representations by its CEO which either stated or implied the
contrary.
Trademarks and Tradenames
This communication includes trademarks of Starton, which are protected under
applicable intellectual property laws and are the property of Starton or its
subsidiaries. This communication also includes other trademarks, trade names and
service marks that are the property of their respective owners. We do not intend
our use or display of other companies' trade names, trademarks or service marks
to imply a relationship with, or endorsement or sponsorship of us by, any other
companies.
Participants in the Solicitation
Healthwell, Starton, Pubco and their respective directors and executive officers
may be deemed participants in the solicitation of proxies of Healthwell's
stockholders in connection with the Transaction. Healthwell's stockholders and
other interested persons may obtain more detailed information regarding the
names, affiliations, and interests of certain of Healthwell executive officers
and directors in the solicitation by reading Healthwell's final prospectus filed
with the SEC on August 4, 2021 in connection with the IPO, Healthwell's Annual
Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on
March 3, 2023 and Healthwell's other filings with the SEC. A list of the names
of such directors and executive officers and information regarding their
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1 First Amendment to Business Combination Agreement, dated as of May 15,
2023, by and among Healthwell Acquisition Corp. I, Healthwell
Acquisition Corp. I Sponsor LLC, HWEL Holdings Corp., HWEL Merger Sub
Corp., 1412384 B.C. Unlimited Liability Company, 1412388 B.C. Ltd,
Starton Therapeutics, Inc. and Kiriakos Charlie Perperidis.
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