theswordman
2 years ago
Alpha Tau Medical Ltd. (the “Company”) hereby furnishes the following documents:
(i) notice and proxy statement with respect to the Company’s annual general meeting of shareholders (the “Meeting”) to be held at 4:30 p.m. (Israel time), on November 2, 2022, at the Company’s headquarters at 5 Kiryat Hamada St., Jerusalem 9777605, Israel, describing proposals to be voted upon at the Meeting, the procedure for voting in person or by proxy at the Meeting and various other details related to the Meeting; and
(ii) a proxy card for use in connection with the Meeting.
The proxy statement is furnished with this report of foreign private issuer on Form 6-K (this “Form 6-K”) as Exhibit 99.1 and the proxy cards are furnished with this Form 6-K Exhibits 99.2 and 99.3.
This Form 6-K is incorporated by reference into the Company’s registration statement on Form S-8 (File No. 333-264169).
theswordman
3 years ago
Alpha Tau Medical and Healthcare Capital Corp. Announce Completion of Business Combination
Alpha Tau Is Expected to Commence Trading on Nasdaq Under the Ticker "DRTS" on March 8, 2022
JERUSALEM and WILMINGTON, Del., March 7, 2022 /PRNewswire/ -- Alpha Tau Medical Ltd. (“Alpha Tau”), the developer of the innovative alpha-radiation cancer therapy Alpha DaRT™, and Healthcare Capital Corp. (Nasdaq: HCCC) ("HCCC"), a special purpose acquisition company, announced today the successful closing of the previously announced business combination (the “Business Combination”). The combined company will continue to be led by Alpha Tau’s existing management team. Alpha Tau’s ordinary shares and warrants are expected to begin trading on Tuesday, March 8, 2022, on Nasdaq under the ticker symbols "DRTS" and “DRTSW,” respectively.
The transaction, and the various proposals giving effect thereto, were approved by the requisite vote of HCCC stockholders at a special meeting of HCCC’s stockholders held on February 18, 2022. A Current Report on Form 8-K disclosing the full voting results was filed by HCCC with the Securities and Exchange Commission on February 22, 2022. Through completion of the Business Combination, Alpha Tau has raised approximately $90 million in gross cash proceeds.
“We are excited to have reached the successful completion of the merger with HCCC, and appreciate the ongoing support of our existing investors and new joiners to the family, as well as all of the parties involved in bringing this momentous transaction to fruition,” noted Alpha Tau CEO Uzi Sofer. “As we redouble our efforts to bring our Alpha DaRT technology to patients around the world, we are confident that this significant inflow of funds will carry us through a significant number of meaningful milestones.”
Alpha Tau CFO Raphi Levy added, “We are proud to have succeeded in executing on a large fundraising amidst a highly challenging market environment. This will afford us the ability to drive the company forward as we continue to execute on our ambitious plans around the world.”
Advisors--Citigroup acted as lead financial advisor to Alpha Tau. Ladenburg Thalmann also served as financial advisor to Alpha Tau. Value Base M&A Ltd. acted as financial advisor to HCCC on the transaction. Piper Sandler and Cantor Fitzgerald acted as joint placement agents on the PIPE. Cantor Fitzgerald acted as a capital markets advisor to HCCC.
Latham & Watkins LLP and Meitar | Law Offices acted as legal advisors to Alpha Tau. Ellenoff Grossman & Schole LLP and FBC & Co. acted as legal advisors to HCCC. Winston & Strawn LLP acted as legal advisor to the placement agents.
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.
theswordman
3 years ago
Warrant Duration--
4.2 Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the date that is thirty (30) days after the date hereof, and terminating at 5:00 p.m., New York City time on the earlier to occur of: (x) the date that is five (5) years after the date hereof, (y) the liquidation of the Company, or (z) other than with respect to the Private Placement Warrants to the extent then held by the original purchasers thereof or their Permitted Transferees, the Redemption Date (as defined below) as provided in Section 7.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 4.3.2 below, with respect to an effective registration statement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant) then held by the original purchasers thereof or their Permitted Transferees in the event of a redemption (as set forth in Section 7 hereof), each outstanding Warrant (other than a Private Placement Warrant) to the extent then held by the Sponsor or its Permitted Transferees in the event of a redemption not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.
theswordman
3 years ago
Warrant Price--
4.1 Warrant Price. Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 5 hereof and in the last sentence of this Section 4.1. The term “Warrant Price” as used in this Agreement shall mean the price per share at which Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) days on which banks in New York City are generally open for normal business (a “Business Day”); provided, that the Company shall provide at least twenty (20) days’ prior written notice of such reduction to Registered Holders of the Warrants; and provided further, that any such reduction shall be identical among all of the Warrants.
theswordman
3 years ago
Warrants--
WHEREAS, HCCC issued 19,530,000 warrants as part of its initial public offering, including (i) 13,750,000 warrants sold by HCCC to the public (the “Public Warrants”) and (ii) 6,800,000 warrants (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”) sold by HCCC to Healthcare Capital Sponsor LLC, a Delaware limited liability company (“Sponsor”) in each case, on the terms and conditions set forth in the Existing Warrant Agreement;
Private Warrants--
3.6 Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below), as applicable, the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 4.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the date hereof, and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held by the Sponsor or any of its Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: