HEAR CATA Item 1.01. Entry into a Material Definitive Agreement.
Business Combination Agreement
On
The Business Combination
The Business Combination Agreement provides that, among other things, prior to
the effective time of the Mergers (the "Effective Time") and in connection with
the Domestication, (i) the Class A ordinary shares of
Consideration to Hyperfine and Liminal Equityholders in the Business Combination
As a consequence of the Mergers, at the Effective Time, (i) (a) each share of Hyperfine capital stock (other than shares of Hyperfine Series A preferred stock) issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into the right to receive the number of shares of New Hyperfine Class A common stock equal to the Hyperfine Exchange Ratio (as defined in the Business Combination Agreement); and (b) each share of Liminal capital stock (other than shares of Liminal Series A-1 preferred stock) issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into the right to receive the number of shares of New Hyperfine Class A common stock equal to the Liminal Exchange Ratio (as defined in the Business Combination Agreement); and (ii) (a) each share of Hyperfine Series A preferred stock issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into the right to receive the number of shares of New Hyperfine Class B common stock equal to the Hyperfine Exchange Ratio and (b) each share of Liminal Series A-1 preferred stock issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into the right to receive the number of shares of New Hyperfine Class B common stock equal to the Liminal Exchange Ratio; (iii) each option to purchase shares of Hyperfine or Liminal common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New Hyperfine and will automatically become an option (vested or unvested, as applicable) to purchase a number of shares of New Hyperfine Class A common stock equal to the number of shares of Hyperfine or Liminal common stock subject to such option immediately prior to the Effective Time multiplied by the Hyperfine Exchange Ratio or the Liminal Exchange Ratio, as applicable, and rounded down to the nearest whole number of shares, at an exercise price per share equal to the exercise price per share of such option immediately prior to the Effective Time divided by the Hyperfine Exchange Ratio or the Liminal Exchange Ratio, as applicable, and rounded up to the nearest whole cent; and (iv) each Hyperfine and Liminal restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Hyperfine and will automatically become a restricted stock unit with respect to a number of shares of New Hyperfine Class A common stock, rounded down to the nearest whole share, equal to the number of shares of Hyperfine or Liminal common stock subject to such Hyperfine or Liminal restricted stock unit immediately prior to the Effective Time multiplied by Hyperfine Exchange Ratio or Liminal Exchange Ratio, as applicable. The aggregate number of shares of New Hyperfine capital stock a holder of Hyperfine or Liminal capital stock is entitled to receive as a result of the events described in clauses (i) and (ii) of the preceding sentence will be rounded down to the nearest whole number of shares.
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 10,000,000
shares of New Hyperfine Class A common stock (valued at
Representations and Warranties; Covenants . . .
Item 3.02. Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
with respect to the issuance of New Hyperfine Class A common stock is
incorporated by reference herein. The ordinary shares to be offered and sold to
the
Item 7.01. Regulation FD Disclosure.
Furnished herewith as Exhibit 99.1 and incorporated into this Item 7.01 by reference is the press release jointly issued by the parties announcing the Business Combination.
Furnished herewith as Exhibit 99.2 and incorporated into this Item 7.01 by
reference is the investor presentation that
Furnished herewith as Exhibit 99.3 and incorporated into this Item 7.01 by
reference is the transcript of the investor presentation that
Furnished herewith as Exhibit 99.4 and incorporated into this Item 7.01 by reference is an email to employees that Hyperfine and Liminal have prepared for use in connection with the announcement of the Business Combination.
Furnished herewith as Exhibit 99.5 and incorporated into this Item 7.01 by reference is a set of frequently asked questions for employees that Hyperfine and Liminal have prepared for use in connection with the announcement of the Business Combination.
Furnished herewith as Exhibit 99.6 and incorporated into this Item 7.01 by reference is an employee presentation that Hyperfine and Liminal have prepared for use in connection with the announcement of the Business Combination.
The information set forth in this Item 7.01, including the exhibits attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important Information about the Business Combination and Where to Find It
In connection with the proposed Business Combination, the Company intends to
file with the
Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants
in the solicitation of proxies from the Company's shareholders with respect to
the Business Combination. You can find information about
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 the Company 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 will be contained in the Registration Statement when available.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. 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 include, without
limitation, the Company's, Hyperfine's and Liminal's expectations with respect
to future performance and anticipated financial impacts of the Business
Combination, the satisfaction of the closing conditions to the Business
Combination and the timing of 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 ability of
The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does 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 on Form 8-K shall not constitute a solicitation of a proxy, . . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1† Business Combination Agreement, dated as ofJuly 7, 2021 , by and amongHealthCor Catalio Acquisition Corp. ,Optimus Merger Sub I, Inc. ,Optimus Merger Sub II, Inc. ,Hyperfine, Inc. andLiminal Sciences, Inc. 10.1 Form of Subscription Agreement for institutional investors. 10.2 Form of Subscription Agreement for individual investors. 10.3 Sponsor Letter Agreement, dated as ofJuly 7, 2021 , by and among HCSponsor LLC ,Joseph Healey ,Michael Weinstein ,Christopher Wolfgang ,Taylor Harris ,HealthCor Catalio Acquisition Corp. ,Hyperfine, Inc. andLiminal Sciences, Inc. 99.1 Press Release, datedJuly 8, 2021 . 99.2 Corporate Presentation, datedJuly 8, 2021 . 99.3 Transcript of Corporate Presentation, datedJuly 8, 2021 . 99.4 Email to Employees, datedJuly 8, 2021 . 99.5 Frequently Asked Questions for Employees, datedJuly 8, 2021 . 99.6 Presentation to Employees, datedJuly 8, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
† Certain of the exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(a)(5) and 601(b)(2). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to theSEC upon its request.
The exhibits to this Current Report on Form 8-K may contain hypertext links to information on our website or other parties' websites. The information on our website and other parties' websites is not incorporated by reference into this Current Report on Form 8-K and does not constitute a part of this Form 8-K.
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