Healthcare Capital Corp (NASDAQ: HCCC, HCCCW, and HCCCU) (“HCCC”)
today announced that on January 12, 2022, the U.S. Securities and
Exchange Commission (“SEC”) declared effective the Registration
Statement on Form F-4 (as amended, the “Registration Statement”)
filed by Alpha Tau Medical Ltd. (“Alpha Tau”), which includes a
definitive proxy statement/prospectus in connection with HCCC’s
special meeting of stockholders (the “Special Meeting”). At the
Special Meeting, stockholders of HCCC will consider the previously
announced proposed business combination (the “Business
Combination”) with Alpha Tau, an Israeli medical device company
that focuses on research, development, and potential
commercialization of the Alpha DaRT for the treatment of solid
tumors.
The declaration of effectiveness of the Registration Statement
by the SEC and the filing of the definitive proxy statement is an
important step in Alpha Tau becoming a publicly traded company,
with the goal of being listed on the NASDAQ under the symbol “DRTS”
at the close of the Business Combination.
HCCC will hold the Special Meeting at 10:00 AM Eastern Time on
February 15, 2022, to approve, among other things, the proposed
Business Combination. Stockholders of record at the close of
business on January 13, 2022 (the “Record Date”) will be entitled
to receive notice of and to vote at the Special Meeting. The
Special Meeting will be held as a virtual meeting via live audio
webcast at https://www.cstproxy.com/healthcarecapitalcorp/2022.
To register and receive access to the virtual meeting,
registered stockholders and beneficial stockholders (those holding
shares through a stock brokerage account or by a bank or other
holder of record) will need to follow the instructions applicable
to them provided in the proxy statement/prospectus included in the
Registration Statement.
The proxy statement/prospectus is being mailed to the Company’s
stockholders of record as of the close of business on the Record
Date. Notice of the Special Meeting was mailed on or about January
18, 2022 to stockholders of record as of the Record Date.
About Alpha Tau Medical Ltd.
Founded in 2016, Alpha Tau is an Israeli medical device company
that focuses on research, development, and potential
commercialization of the Alpha DaRT for the treatment of solid
tumors. The technology was initially developed by Prof. Itzhak
Kelson and Prof. Yona Keisari from Tel Aviv University.
On July 8, 2021, Alpha Tau announced that it had entered into a
definitive merger agreement (the “Merger Agreement”) with HCCC, a
special purpose acquisition company, pursuant to which Alpha Tau
would consummate the Business Combination with HCCC and become a
Nasdaq-listed public company.
About Healthcare Capital Corp
Healthcare Capital Corp (NASDAQ: HCCC, HCCCW, and HCCCU) is a
blank check company formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses. For information about HCCC, please visit
https://healthcarecapitalcorp.com/.
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
Securities and Exchange Commission (“SEC”) on July 8, 2021 and the
definitive proxy statement, filed with the SEC on January 14,
2022.
In connection with the proposed transaction with HCCC, Alpha Tau
has filed a Registration Statement on Form F-4, which includes a
preliminary proxy statement/prospectus of HCCC and was declared
effective by the SEC on January 12, 2022.
Investors and security holders of HCCC are advised to read the
definitive proxy statement filed by HCCC in connection with HCCC’s
solicitation of proxies for the Special Meeting because the proxy
statement/prospectus contains important information about the
proposed transaction and the parties to the proposed transaction.
The definitive proxy statement/prospectus was mailed on or about
January 18, 2022 to stockholders of HCCC as of the Record
Date.
Stockholders will also be able to 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 announcement 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 transaction of HCCC’s directors
and officers HCCC’s and Alpha Tau’s filings with the SEC, including
the Registration Statement.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the 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 the
failure to obtain approval of the stockholders of HCCC or other
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 on Form F-4, as amended,
which was declared effective by the SEC on January 12, 2022, and
other filings that Alpha Tau may make with the United States
Securities and Exchange Commission. These and other important
factors could cause actual results to differ materially from those
indicated by the forward-looking statements made in this press
release. Any such forward-looking statements represent management’s
estimates as of the date of this press release. While 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 Alpha Tau’s views as of any date subsequent to the
date of this press release.
Contacts:
Investors or security holders should contact Morrow Sodali LLC,
HCCC's proxy solicitor, for assistance with voting of shares:
Morrow Sodali LLC 333 Ludlow Street, 5th Floor, South Tower
Stamford CT 06902 Tel: Toll-Free (800) 662-5200 or (203) 658-9400
Email: HCCC.Info@investor.morrowsodali.com
For Investors:
William Johns Chief Executive Officer and Director Healthcare
Capital Corp. wjohns@healthccc.com
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