Item 1.01. Entry into a Material Definitive Agreement.

On December 16, 2019, Healthcare Merger Corp. (the "Company") consummated its initial public offering (the "IPO") of 25,000,000 units (the "Units"), including 3,000,000 Units issued pursuant to the partial exercise of the underwriter's over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share ("Class A Common Stock"), and one-half of one redeemable warrant of the Company ("Warrant"), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $250,000,000.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company's Registration Statement on Form S-1 (File No. 333-235253) related to the IPO, originally filed with the U.S. Securities and Exchange Commission (the "Commission") on November 25, 2019 (as amended, the "Registration Statement"):





  ? An Underwriting Agreement, dated December 12, 2019, by and between the Company
    and Cantor Fitzgerald & Co., as the sole underwriter, a copy of which is
    attached as Exhibit 1.1 hereto and incorporated herein by reference.




  ? A Warrant Agreement, dated December 12, 2019, by and between the Company and
    Continental Stock Transfer & Trust Company, as warrant agent, a copy of which
    is attached as Exhibit 4.1 hereto and incorporated herein by reference.




  ? A Letter Agreement, dated December 12, 2019, by and among the Company, its
    officers, its directors and the Company's sponsor, HCMC Sponsor LLC (the
    "Sponsor"), a copy of which is attached as Exhibit 10.1 hereto and
    incorporated herein by reference.




  ? An Investment Management Trust Agreement, dated December 12, 2019, by and
    between the Company and Continental Stock Transfer & Trust Company, as
    trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated
    herein by reference.




  ? A Registration Rights Agreement, dated December 12, 2019, by and between the
    Company and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto
    and incorporated herein by reference.




  ? An Administrative Support Agreement, dated December 12, 2019, by and between
    the Company and MTS Health Partners, L.P., an affiliate of the Sponsor, a copy
    of which is attached as Exhibit 10.4 hereto and incorporated herein by
    reference.




  ? A Unit Subscription Agreement, dated December 12, 2019 (the "Unit Subscription
    Agreement"), by and between the Company and the Sponsor, a copy of which is
    attached as Exhibit 10.5 hereto and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, pursuant to the Unit Subscription Agreement, the Company completed the private sale of an aggregate of 700,000 Units (the "Private Placement Units") to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $7,000,000. The Private Placement Units (and the underlying securities) are identical to the Units sold as part of the Units in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.





                                       1

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On December 12, 2019, in connection with the IPO, the Company filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, effective the same day. The terms of the Amended and Restated Certificate of Incorporation are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated herein by reference.




Item 8.01. Other Events.

A total of $250,000,000, comprised of $243,000,000 of the proceeds from the IPO (which amount includes $8,750,000 of the underwriter's deferred discount) and $7,000,000 of the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes (less up to $100,000 interest to pay dissolution expenses), the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company's initial business combination, (ii) the redemption of any of the Company's public shares properly submitted in connection with a stockholder vote to amend the Company's amended and restated certificate of incorporation (a) to modify the substance or timing of its obligation to redeem 100% of the Company's public shares if it does not complete its initial business combination within 24 months from the closing of the IPO or (b) with respect to any other provision relating to stockholders' rights or pre-initial business combination activity and (iii) the redemption of the Company's public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO, subject to applicable law.

In addition, the 6,325,000 shares of Class B common stock of the Company (the "Founder Shares") held by the Sponsor (prior to the exercise of the over-allotment) included an aggregate of up to 825,000 Founder Shares subject to forfeiture by the Sponsor to the extent that the underwriters' over-allotment option was not exercised in full. Since the underwriters exercised the over-allotment option in part, the Sponsor forfeited 75,000 Founder Shares on December 17, 2019. The Founder Shares forfeited by the Sponsor were cancelled by the Company.

On December 12, 2019, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On December 17, 2019, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits

The following exhibits are being filed herewith:





Exhibit No.    Description

1.1             Underwriting Agreement, dated December 12, 2019, by and between the
              Company and Cantor Fitzgerald & Co., as the sole underwriter.

3.1             Amended and Restated Certificate of Incorporation.

4.1             Warrant Agreement, dated December 12, 2019, by and between the Company
              and Continental Stock Transfer & Trust Company, as warrant agent.

10.1            Letter Agreement, dated December 12, 2019, by and among the Company,
              its officers, its directors and the Sponsor.

10.2            Investment Management Trust Agreement, dated December 12, 2019, by and
              between the Company and Continental Stock Transfer & Trust Company, as
              trustee.

10.3            Registration Rights Agreement, dated December 12, 2019, by and between
              the Company and Sponsor.

10.4            Administrative Support Agreement, dated December 12, 2019, by and
              between the Company and MTS Health Partners, L.P., an affiliate of HCMC
              Sponsor LLC.

10.5            Unit Subscription Agreement, dated December 12, 2019, by and between
              the Company and the Sponsor.

99.1            Press Release, dated December 12, 2019.

99.2            Press Release, dated December 17, 2019.




                                       2

© Edgar Online, source Glimpses