Hyperfine, Inc. and Liminal Sciences, Inc. entered into a definitive business combination agreement to acquire HealthCor Catalio Acquisition Corp. (NasdaqCM:HCAQ) from HC Sponsor LLC and others for approximately $650 million in a reverse merger transaction on July 7, 2021. The pro forma enterprise value of the business combination is approximately $580 million, with the combined company expected to have approximately $375 million in cash after closing, assuming no redemptions. The combined company's estimated cash balance will consist of $207 million from the SPAC trust fund, $126 million from PIPE investors, and $66 million from the balance sheets of Hyperfine and Liminal, less $24 million transaction expenses. As a result of the transaction, Hyperfine, Inc. and Liminal Sciences, Inc. will be listed on Nasdaq through a business combination with HealthCor Catalio Acquisition Corp. In addition to the consideration to be paid at the closing of the Business Combination, holders of Hyperfine or Liminal common stock (on a fully-diluted and as-converted to common stock basis) will be entitled to receive 10 million shares of New Hyperfine Class A common stock (valued at $10.00 per share) if the closing price of shares of New Hyperfine Class A common stock is equal to or greater than $15.00 for a period of at least 20 days out of 30 consecutive trading days during the period between the Closing Date and the third anniversary of the Closing Date.

The transaction is supported by an oversubscribed $126 million PIPE with participation from leading institutional investors including HealthCor Management LP, Catalio Capital Management, Perceptive Advisors, Avidity Partners, Eldridge, accounts managed by ARK Investment Management LLC ("ARK"), Deerfield Management, and Bain Capital Public Equity, LP. Pro forma following the business combination and the PIPE, the securityholders of Hyperfine and Liminal are expected to own approximately 59% of the combined company, assuming no redemptions. Upon the closing of the business combination, HealthCor Catalio Acquisition Corp. will be renamed as Hyperfine, Inc., and the combined company's Class A common stock is expected to be listed on The Nasdaq Stock Market under ticker symbol “HYPR.” Dave Scott will become President and Chief Executive Officer and Scott Huennekens will become Executive Chairman of the combined company. The agreement may be terminated under certain circumstances.

The transaction is subject to the approval of the stockholders of HealthCor Catalio, Hyperfine and Limina, and the satisfaction or waiver of other customary conditions, including a registration statement on Form S-4 being declared effective by the U.S. Securities and Exchange Commission, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, after giving effect to the transactions contemplated by the Business Combination Agreement, including the PIPE Financing (as defined below), HealthCor having at least $5,000,001 of net tangible assets, the aggregate cash proceeds available for release from HealthCor's trust account (after giving effect to any redemptions of public shares, if any), together with the proceeds from the PIPE Financing, if any, equaling no less than $125,000,000, the approval by the Nasdaq Capital Market of HealthCor's listing application in connection with the Business Combination, the New Hyperfine board of directors consisting of the number of directors, and comprising the individuals, as contemplated by the agreement and New Hyperfine shall have delivered, or caused to be delivered duly executed Advisory Agreement and Registration Rights Agreement. The transaction has been unanimously approved by the Boards of Directors of each of HealthCor Catalio, Hyperfine and Liminal. As of November 29, 2021, the Securities and Exchange Commission has declared the Registration Statement on Form S-4 in connection with the proposed business combination between the companies to be effective. 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. The shareholders meeting of HealthCor shall be held on December 21, 2021. As of December 21, 2021, HealthCor Catalio's shareholders approved the merger. The proposed transaction is expected to close in the fourth quarter of 2021.

JPMorgan Chase & Co. (NYSE:JPM) is acting as exclusive financial advisor to Hyperfine and Liminal. Michael L. Fantozzi, Ran Zioni and John Condon of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is serving as legal advisors to Hyperfine and Liminal. Jefferies LLC and Evercore Group L.L.C. acted as financial advisors to HealthCor Catalio Acquisition Corp. Debbie Yee, Sean T. Wheeler, Rob Fowler,David Wheat, Katie Sullivan, Shellie Freedman Stephanie Jeane and Cephas Sekhar of Kirkland & Ellis LLP and Paul Hastings LLP are serving as legal advisors to HealthCor Catalio Acquisition Corp. and the private placement agents. Morrow & Co., LLC acted as information agent to HealthCor Catalio Acquisition.

Hyperfine, Inc. and Liminal Sciences, Inc. completed the acquisition of HealthCor Catalio Acquisition Corp. (NasdaqCM:HCAQ) from HC Sponsor LLC and others in a reverse merger transaction on December 22, 2021. Hyperfine's Class A common stock will begin trading on the Nasdaq Global Market ("Nasdaq") on December 23, 2021 under the symbol "HYPR". Hyperfine's board of directors will include John Dahldorf, Ruth Fattori, Scott Huennekens, Jonathan M. Rothberg, Maria Sainz, Dave Scott and Daniel J. Wolterman. Gavin Guo and Tom O'Neill of Herbert Smith LLP (Shanghai, China) and Dennis Hermreck of Herbert Smith Freehills LLP acted as legal advisor to shareholders of Hyperfine, Inc.