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.
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