Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, HCCC,
The foregoing description of the Amended Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Amended Warrant Agreement which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, in connection with the consummation of the Business
Combination, the following material agreements of HCCC terminated in accordance
with their terms: (i) that certain Investment Management Trust Agreement, dated
as of
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Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and Items 1.01 and 1.02 of this Current Report on Form 8-K is incorporated by reference herein.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
In connection with the consummation of the Business Combination, on the Closing
Date, HCCC and
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Item 2.01 and Item 3.01 above and Item 5.01 below of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Business Combination, a change in control
of HCCC occurred. Following the consummation of the Business Combination, HCCC
became a wholly owned subsidiary of
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
In accordance with the terms of the Merger Agreement, and effective as of the Closing Date, each of HCCC's officers and directors resigned as a member of HCCC's board of directors and/or from each officer position previously held, as applicable. These resignations were not a result of any disagreement between HCCC and the officers and directors on any matter relating to HCCC's operations, policies or practices.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference herein.
On
The foregoing description of HCCC's amended and restated certificate of incorporation does not purport to be complete and is qualified in its entirety by reference to the complete text of such certificate of incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference herein.
Item 8.01 Other Events.
Attached as Exhibit 99.1 to this Current Report on Form 8-K is the press release jointly issued by the parties announcing the consummation of the Business Combination.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit Description 2.1* Agreement and Plan of Merger, dated as ofJuly 7, 2021 , by and amongHealthcare Capital Corp. ,Archery Merger Sub Inc. andAlpha Tau Medical Ltd. , incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed onJuly 8, 2021 . 3.1 Second Amended and Restated Certificate of Incorporation ofHealthcare Capital Corp. 4.1 Amended and Restated Warrant Agreement, dated as ofMarch 7, 2022 , amongHealthcare Capital Corp. ,Alpha Tau Medical Ltd. andContinental Stock Transfer & Trust Company . 99.1 Press Release. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* The exhibits and schedules to this Exhibit have been omitted in accordance with
Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally
a copy of all omitted exhibits and schedules to the Securities and Exchange
Commission upon its request.
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