Item 1.01. Entry into a Material Definitive Agreement.
Transaction Support Agreement
On July 8, 2021, Dr. Jonathan M. Rothberg and certain stockholders of
Hyperfine, Inc. ("Hyperfine") and Liminal Sciences, Inc. ("Liminal") affiliated
with Dr. Rothberg (collectively, the "supporting Hyperfine stockholders")
entered into a Transaction Support Agreement (the "Transaction Support
Agreement"), with HealthCor Catalio Acquisition Corp. ("HealthCor" or the
"Company"). Under the Transaction Support Agreement, each supporting Hyperfine
stockholder agreed, among other things, to (i) execute and deliver to Hyperfine,
Liminal and HealthCor, as promptly as reasonably practicable (and in any event
within two business days) following the time at which the Registration Statement
on Form S-4 (the "Registration Statement") filed in connection with the Business
Combination Agreement, dated as of July 7, 2021, by and among HealthCor, Optimus
Merger Sub I, Inc., Optimus Merger Sub II, Inc., Hyperfine and Liminal (the
"Business Combination Agreement") and the transactions contemplated thereby
(collectively, the "Business Combination") is declared effective under the
Securities Act of 1933, as amended (the "Securities Act"), written consents of
the Hyperfine stockholders and the Liminal stockholders, respectively,
sufficient to approve the Business Combination Agreement, the related documents
and the transactions contemplated thereby (including the Business Combination)
and (ii) be bound by certain other covenants and agreements related to the
Business Combination. The shares of Hyperfine and Liminal capital stock that are
owned by the supporting Hyperfine stockholders and subject to the Transaction
Support Agreement represent over 74% of the aggregate outstanding voting power
of Hyperfine common stock and preferred stock (on an as-converted basis) and
over 95% of the aggregate outstanding voting power of Liminal common stock and
preferred stock (on an as-converted basis). In addition, the Transaction Support
Agreement prohibits the supporting Hyperfine stockholders from engaging in
activities that have the effect of soliciting a competing acquisition proposal.
The foregoing description of the Transaction Support Agreement does not purport
to be complete and is qualified in its entirety by the terms and conditions of
the Transaction Support Agreement filed as Exhibit 10.1 hereto and incorporated
by reference herein.
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 Securities and Exchange Commission (the "SEC") the Registration
Statement, which will include a preliminary proxy statement/prospectus and a
definitive proxy statement/prospectus, and certain other related documents,
which will be both the proxy statement to be distributed to holders of the
Company's ordinary shares in connection with the Company's solicitation of
proxies for the vote by the Company's shareholders with respect to the Business
Combination and other matters as may be described in the Registration Statement,
as well as the prospectus relating to the offer and sale of the securities of
the Company to be issued in the Business Combination. The Company's shareholders
and other interested persons are advised to read, when available, the
preliminary proxy statement/prospectus included in the Registration Statement
and the amendments thereto and the definitive proxy statement/prospectus, as
well as other documents filed with the SEC in connection with the proposed
Business Combination, as these materials will contain important information
about the parties to the Business Combination Agreement, the Company and the
proposed Business Combination.After the Registration Statement is declared
effective, the definitive proxy statement/prospectus and other relevant
materials for the proposed Business Combination will be mailed to shareholders
of the Company as of a record date to be established for voting on the proposed
Business Combination and other matters as may be described in the Registration
Statement. Shareholders will also be able to obtain copies of the preliminary
proxy statement/prospectus, the definitive proxy statement/prospectus, and other
documents filed with the SEC that will be incorporated by reference therein,
without charge, once available, at the SEC's web site at www.sec.gov. In
addition, the documents filed by HealthCor may be obtained free of charge from
HealthCor's website at www.hcspac.com or by written request to HealthCor at
ir@hccspac.com.
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 HealthCor's directors
and executive officers and their ownership of HealthCor's securities in
HealthCor's Annual Report on Form 10-K for the fiscal year ended December 31,
2020, which was filed with the SEC on March 29, 2021, and is available free of
charge at the SEC's web site at www.sec.gov. Additional information regarding
the interests of such participants will be contained in the Registration
Statement when available.
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.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the
Business Combination. This Current Report on Form 8-K shall also not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any states or jurisdictions in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
10.1 Transaction Support Agreement, dated as of July 8, 2021, by and
among HealthCor Catalio Acquisition Corp., Dr. Jonathan M. Rothberg,
and certain stockholders of Hyperfine, Inc. and Liminal Sciences, Inc.
affiliated with Dr. Rothberg.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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