HCAQ HealthCor Catalio Acquisition Corporation

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On September 26, 2022, in order to retain and motivate employees and other key contributors of Hyperfine, Inc. (the “Company”), stockholders controlled by Jonathan M. Rothberg, Ph.D., Vice Chairperson of the Company, representing a majority in voting power with respect to the Company’s Class A common stock and the Company’s Class B common stock, approved a one-time stock option repricing (the “Option Repricing”). The Board of Directors of the Company (the “Board”) previously approved the Option Repricing on August 24, 2022, contingent upon stockholder approval of the Option Repricing. Stock options held by Dr. Rothberg will not be repriced in the Option Repricing.

Pursuant to the Option Repricing, the exercise price of each Relevant Option (defined below) will be amended to reduce such exercise price to the closing price per share of the Company’s Class A common stock as reported on The Nasdaq Stock Market on the date on which the Option Repricing becomes effective. “Relevant Options” are options to purchase up to an aggregate of 5,496,799 shares of the Company’s Class A common stock (vested and unvested), including (i) all stock options held by individuals employed by the Company and in good standing on the Effective Date (defined below), including executive officers of the Company, and (ii) certain stock options held by R. Scott Huennekens, Executive Chairperson and Interim President and Chief Executive Officer of the Company, and Ruth Fattori, a director of the Company, to acquire shares of Class A common stock granted under the Company’s 2021 Equity Incentive Plan, the Hyperfine Operations, Inc. 2014 Employee, Director and Consultant Equity Incentive Plan, as amended, and the Liminal Sciences, Inc. 2021 Employee, Director and Consultant Equity Incentive Plan, as amended. Other than the certain stock options held by Mr. Huennekens and Ms. Fattori described above, stock options held by the non-employee members of the Board will not be repriced in the Option Repricing. The Relevant Options include the following stock options held by our Executive Chairperson and Interim President and Chief Executive Officer, our Chief Financial Officer and our named executive officers.

The Option Repricing will become effective on the 20th calendar day after the completion of the mailing to the Company’s stockholders of the definitive Information Statement on Schedule 14C (the “Effective Date”). The Effective Date is currently expected to be October 31, 2022. Under the Option Repricing, the exercise price of a Relevant Option will not be amended in a manner that increases the exercise price above the current exercise price. The Company does not expect that the Option Repricing will have a material impact on its statement of operations.