Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 21, 2021, HealthCor Catalio Acquisition Corp. (the "Company") held
an extraordinary general meeting of shareholders (the "Meeting") at which
holders of 17,491,773 ordinary shares (consisting of 10,990,494 Class A ordinary
shares and 5,175,000 Class B ordinary shares) were present in person, virtually
over the Internet or by proxy, representing 66.03% of the voting power of the
Company's ordinary shares as of November 4, 2021, the record date for the
Meeting, and constituting a quorum for the transaction of business. The
proposals listed below are described in more detail in the definitive proxy
statement/prospectus of the Company, which was filed with the U.S. Securities
and Exchange Commission (the "SEC") on November 26, 2021 (the "Proxy
Statement/Prospectus"). A summary of the voting results at the Meeting is set
forth below:
The shareholders approved the Business Combination Proposal, the Domestication
Proposal, the Organizational Documents Proposal, Advisory Charter Proposals 4A
through 4I, the Stock Issuance Proposal, the Director Election Proposal and the
Incentive Plan Proposal (each as defined in the Proxy Statement/Prospectus).
The voting results for each proposal were as follows:
The Business Combination Proposal
For Against Abstain
16,165,494 1,325,650 629
The Domestication Proposal
For Against Abstain
16,165,284 1,325,650 839
The Organizational Documents Proposal
For Against Abstain
15,165,283 2,325,650 840
Advisory Charter Proposal 4A
For Against Abstain
15,162,450 2,328,349 974
Advisory Charter Proposal 4B
For Against Abstain
13,452,660 4,038,267 846
Advisory Charter Proposal 4C
For Against Abstain
13,452,806 4,038,126 841
Advisory Charter Proposal 4D
For Against Abstain
15,163,093 2,327,739 941
Advisory Charter Proposal 4E
For Against Abstain
13,452,655 4,038,277 841
Advisory Charter Proposal 4F
For Against Abstain
13,453,056 4,037,877 840
Advisory Charter Proposal 4G
For Against Abstain
17,484,380 6,552 841
Advisory Charter Proposal 4H
For Against Abstain
13,459,119 4,031,683 971
Advisory Charter Proposal 4I
For Against Abstain
14,950,272 2,540,660 841
The Stock Issuance Proposal
For Against Abstain
15,030,667 2,460,166 940
The Director Election Proposal
For Against Abstain
5,175,000 0 0
The Incentive Plan Proposal
For Against Abstain
15,155,014 2,335,743 1,016
As there were sufficient votes to approve the above proposals, the "Adjournment
Proposal" described in the Proxy Statement/Prospectus was not presented to
shareholders.
Based on the results of the Meeting, and subject to the satisfaction or waiver
of certain other closing conditions as described in the Proxy
Statement/Prospectus, the transactions (the "Transactions") contemplated by that
certain Business Combination Agreement, dated as of July 7, 2021, by and among
the Company, Optimus Merger Sub I, Inc., Optimus Merger Sub II, Inc., Hyperfine,
Inc. ("Hyperfine"), and Liminal Sciences, Inc. ("Liminal") are expected to be
consummated on December 22, 2021. Following the consummation of the
Transactions, the New Hyperfine Class A common stock (as such term is defined in
the Proxy Statement/Prospectus) is expected to begin trading on the Nasdaq Stock
Market under the symbol "HYPR" on December 23, 2021.
Item 8.01. Other Events.
In connection with the Business Combination, holders of 17,142,244 Class A
ordinary shares exercised their right to redeem their shares for cash at a
redemption price of approximately $10.00 per share, for an aggregate redemption
amount of approximately $171.4 million.
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. The Company'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, the Company's expectations with respect to the
satisfaction of the closing conditions to the Business Combination and the
completion of the Business Combination. 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
the Company'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
failure to satisfy the conditions to the consummation of the Business
Combination or the PIPE financing; (2) the occurrence of any event, change or
other circumstances, including the outcome of any legal proceedings that may be
instituted against the Company, 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 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 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 the combined company to
identify, in-license or acquire additional technology; (12) the inability of the
combined company to maintain Hyperfine's or Liminal's existing or future
license, manufacturing, supply and distribution agreements; (13) the inability
of 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 the combined company's products and services, and its ability to
serve those markets, either alone or in partnership with others; (15) the
pricing of the combined company's products and services and reimbursement for
medical procedures conducted using the combined company's products and services;
(16) the combined company's estimates regarding expenses, future revenue,
capital requirements and needs for additional financing; (17) the combined
company's financial performance; (18) the impact of COVID-19 on the combined
company's business 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 sections entitled "Risk Factors" and "Cautionary Note Regarding
Forward-Looking Statements" in the Company's Annual Report on Form 10-K for
the year ended December 31, 2020, filed with the SEC on March 29, 2021 ,
Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed
with the SEC on November 18, 2021 , the Proxy Statement/Prospectus relating to
the Business Combination, and in the Company's other filings with the SEC. The
Company, 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. The Company,
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.
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