Item 8.01 Other Events.
As previously disclosed, on July 7, 2021, HealthCor Catalio Acquisition Corp., a
blank check company incorporated as a Cayman Islands exempted company with
limited liability ("HealthCor"), entered into that certain Business Combination
Agreement (as the same has been or may be amended, modified, supplemented or
waived from time to time, the "Business Combination Agreement"), by and among
HealthCor, Optimus Merger Sub I, Inc., a Delaware corporation and wholly owned
subsidiary of HealthCor, Optimus Merger Sub II, Inc., a Delaware corporation and
wholly owned subsidiary of HealthCor, Hyperfine, Inc., a Delaware corporation
("Hyperfine"), and Liminal Sciences, Inc., a Delaware corporation ("Liminal"),
pursuant to which, subject to the terms and conditions of the Business
Combination Agreement, HealthCor will consummate its initial business
combination with Hyperfine and Liminal (the "Business Combination").
On August 30, 2021, in connection with the Business Combination, HealthCor filed
a registration statement on Form S-4 (No. 333-259148) (as amended, the
"Registration Statement") containing a proxy statement/prospectus of HealthCor
(such proxy statement/prospectus in definitive form, the "Proxy
Statement/Prospectus"), which Registration Statement was declared effective by
the Securities and Exchange Commission (the "SEC") on November 26, 2021, and
HealthCor commenced mailing the Proxy Statement/Prospectus on or about
November 30, 2021.
On September 13, 2021, October 6, 2021, October 18, 2021, and November 29, 2021,
respectively, HealthCor received four demand letters from purported shareholders
of HealthCor (collectively, the "Demand Letters") alleging that the Proxy
Statement/Prospectus contained disclosure deficiencies and/or materially
incomplete information regarding the Business Combination.
HealthCor believes that the disclosures set forth in the Proxy
Statement/Prospectus comply fully with applicable law and that the allegations
contained in the Demand Letters are without merit. However, in order to moot the
purported HealthCor shareholders' disclosure claims, preclude any efforts to
delay the closing of the Business Combination, avoid nuisance and alleviate the
costs, distractions, risks and uncertainties inherent in litigation, HealthCor
has determined to voluntarily supplement the Proxy Statement/Prospectus with
certain supplemental disclosures (the "Supplemental Disclosures") as described
in the following section entitled "Supplemental Disclosures to Proxy
Statement/Prospectus" in this Current Report on Form 8-K ("Current
Report"). Nothing in this Current Report shall be deemed an admission of the
legal necessity or materiality under applicable laws of any of the disclosures
set forth herein. To the contrary, HealthCor specifically denies all allegations
by the purported HealthCor shareholders in the Demand Letters that any
additional disclosure was or is required.
The Supplemental Disclosures contained herein will not affect the timing of
HealthCor's extraordinary general meeting of its shareholders, which is
scheduled to be held on December 21, 2021 at 10:00 a.m., Eastern time, at the
offices of Kirkland & Ellis LLP, 609 Main Street, Suite 4700, Houston, Texas
77002. Shareholders may attend the meeting and vote their shares electronically
during the meeting via live audio webcast by visiting
https://www.cstproxy.com/hcspac/2021.
HealthCor's board of directors continues to recommend that HealthCor
shareholders vote "FOR" each proposal being submitted to a vote of the HealthCor
shareholders at the extraordinary general meeting.
Supplemental Disclosures to Proxy Statement/Prospectus
The following information should be read in conjunction with the Proxy
Statement/Prospectus. All page references in the information below are to
pages in the Proxy Statement/Prospectus, and capitalized terms used in this
Current Report shall have the meanings set forth in the Proxy
Statement/Prospectus, unless otherwise defined herein.
The Proxy Statement/Prospectus is hereby amended as follows:
The following disclosure replaces the sixth paragraph on page 124:
During this search process, HealthCor leveraged the investing, industry and
transaction experience of HealthCor's management and the HealthCor Board to
screen, prioritize and diligence potential acquisition candidates. HealthCor
reviewed over 40 business combination opportunities, and entered into
nondisclosure agreements with 20 companies to pursue a more detailed diligence
review and evaluation. The non-disclosure agreements contained customary terms
for a business combination between a special purpose acquisition company and a
private company target, including confidentiality provisions and use
restrictions for information provided by the target and exceptions to such
provisions. Of the 20 companies with which HealthCor entered into nondisclosure
agreements, HealthCor ultimately determined to deliver letters of intent to two
private healthcare companies ("Company A" and "Company B"), as well as Hyperfine
and Liminal. HealthCor believed that these four companies were the most suitable
for a business combination based on the criteria it sought in a business
combination partner.
The following disclosure is added to the end of the second full paragraph on
page 127:
In connection with the consummation of the Business Combination, Jefferies will
be entitled to deferred underwriting compensation, as set forth in the
registration statement for HealthCor's initial public offering, which closed on
January 29, 2021. Additionally, Jefferies, Evercore and Wells Fargo will be
entitled to customary fees in connection with the PIPE Investment. These fees
will be paid at the closing of the Business Combination, and are conditioned
upon the successful completion of the Business Combination. If the Business
Combination does not close, none of Jefferies, Evercore or Wells Fargo will be
entitled to such fees.
Additional Information and Where to Find It
In connection with the proposed Business Combination, HealthCor filed with the
SEC the Registration Statement, which includes the Proxy Statement/Prospectus
and certain other related documents and is both the proxy statement distributed
to holders of HealthCor's ordinary shares in connection with HealthCor's
solicitation of proxies for the vote by HealthCor's shareholders with respect to
the Business Combination and other matters as may be described in the
Registration Statement, as well as the prospectus relating to the offer and sale
of the securities of HealthCor to be issued in the Business Combination. The
Registration Statement was declared effective by the SEC on November 26, 2021,
and HealthCor commenced mailing the proxy statement/prospectus to its
shareholders on or about November 30, 2021. HealthCor's shareholders and other
interested persons are advised to read the Proxy Statement/Prospectus included
in the Registration Statement and the amendments thereto, as well as other
documents filed with the SEC in connection with the Business Combination, as
these materials contain important information about the parties to the Business
Combination Agreement and the Business Combination. Shareholders may also obtain
copies of the Proxy Statement/Prospectus and other documents filed with the SEC,
without charge, at the SEC's website at www.sec.gov. In addition, the documents
filed by HealthCor may be obtained free of charge from HealthCor's website at
www.hcspac.com or by written request to HealthCor at ir@hccspac.com.
Participants in the Solicitation
HealthCor and its directors and executive officers may be deemed participants in
the solicitation of proxies from HealthCor's shareholders with respect to the
Business Combination. You can find information about HealthCor's directors and
executive officers and their ownership of HealthCor's securities in the Proxy
Statement/Prospectus for the Business Combination, which is available free of
charge at the SEC's website at www.sec.gov. Additional information regarding the
interests of such participants is contained in the Proxy Statement/Prospectus.
Hyperfine, Liminal and their respective directors and executive officers may
also be deemed to be participants in the solicitation of proxies from the
shareholders of HealthCor in connection with the Business Combination. A list of
the names of such directors and executive officers and information regarding
their interests in the Business Combination is contained in the Proxy
Statement/Prospectus.
Forward-Looking Statements
This Current Report may contain certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities and
Exchange Act of 1934, as amended. HealthCor's, Hyperfine's and Liminal's actual
results may differ from their expectations, estimates and projections and
consequently, you should not rely on these forward-looking statements as
predictions of future events. Words such as "expect," "estimate," "project,"
"budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could,"
"should," "believes," "predicts," "potential," "continue," and similar
expressions (or the negative versions of such words or expressions) are intended
to identify such forward-looking statements. These forward-looking statements
may include, without limitation, HealthCor's expectations with respect to the
satisfaction of the closing conditions to the Business Combination and the
completion of the Business Combination, and the effect of this Current Report in
mooting the allegations set forth in the Demand Letters. These forward-looking
statements involve significant risks and uncertainties that could cause the
actual results to differ materially from the expected results. Most of these
factors are outside HealthCor's, Hyperfine's and Liminal's control and are
difficult to predict. Factors that may cause such differences include, but are
not limited to: (1) the ability of HealthCor, Hyperfine and Liminal to meet the
closing conditions in the Business Combination Agreement, including due to the
failure to obtain approval of the shareholders of HealthCor or certain
regulatory approvals, or failure to satisfy other conditions to closing in the
Business Combination Agreement; (2) the occurrence of any event, change or other
circumstances, including the outcome of any legal proceedings that may be
instituted against HealthCor, Hyperfine or Liminal that could give rise to the
termination of the Business Combination Agreement or could otherwise cause the
transactions contemplated therein to fail to close; (3) the inability to obtain
or maintain the listing of the combined company's Class A common stock on the
Nasdaq Stock Market, as applicable, following the Business Combination; (4) the
risk that the Business Combination disrupts current plans and operations as a
result of the announcement and consummation of the Business Combination; (5) the
inability to recognize the anticipated benefits of the Business Combination,
which may be affected by, among other things, competition and the ability of the
combined company to grow and manage growth profitably and retain its key
employees; (6) costs related to the Business Combination; (7) changes in
applicable laws or regulations; (8) the inability of the combined company to
raise financing in the future; (9) the success, cost and timing of Hyperfine's,
Liminal's and the combined company's product development and commercialization
activities, including the degree that Swoop® is accepted and used by healthcare
professionals; (10) the inability of Hyperfine, Liminal or the combined company
to obtain and maintain regulatory clearance or approval for their products, and
any related restrictions and limitations of any cleared or approved product;
(11) the inability of Hyperfine, Liminal or the combined company to identify,
in-license or acquire additional technology; (12) the inability of Hyperfine,
Liminal or the combined company to maintain Hyperfine's or Liminal's existing or
future license, manufacturing, supply and distribution agreements; (13) the
inability of Hyperfine, Liminal or the combined company to compete with other
companies currently marketing or engaged in the development of products and
services that Hyperfine or Liminal is currently marketing or developing; (14)
the size and growth potential of the markets for Hyperfine's, Liminal's and the
combined company's products and services, and each of their ability to serve
those markets, either alone or in partnership with others; (15) the pricing of
Hyperfine's, Liminal's and the combined company's products and services and
reimbursement for medical procedures conducted using Hyperfine's, Liminal's and
the combined company's products and services; (16) Hyperfine's, Liminal's and
the combined company's estimates regarding expenses, future revenue, capital
requirements and needs for additional financing; (17) Hyperfine's, Liminal's and
the combined company's financial performance; (18) the impact of COVID-19 on
Hyperfine's and Liminal's businesses and/or the ability of the parties to
complete the Business Combination; and (19) other risks and uncertainties
indicated from time to time in the Proxy Statement/Prospectus relating to the
Business Combination, including those under "Risk Factors" in the Proxy
Statement/Prospectus, and in HealthCor's other filings with the SEC. HealthCor,
Hyperfine and Liminal caution that the foregoing list of factors is not
exclusive, and they caution readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. HealthCor,
Hyperfine and Liminal do not undertake or accept any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statements
to reflect any change in its expectations or any change in events, conditions or
circumstances on which any such statement is based.
No Offer or Solicitation
This Current Report shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the Business
Combination. This Current Report shall also not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any states or jurisdictions in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities shall be
made except by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended.
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