Item 5.07 Submission of Matters to a Vote of
Security Holders
On February 18, 2022, Healthcare
Capital Corp. (“HCCC” or the “Company”) convened and then adjourned, without conducting any other
business, its special meeting of its stockholders (the “Special Meeting”) relating to its previously announced proposed
business combination (the “Business Combination”) with Alpha Tau Medical Ltd., a company organized under the laws of
the State of Israel (“Alpha Tau”) and the other transactions contemplated (collectively with the Business Combination,
the “Transactions”) by the Agreement and Plan of Merger dated July 8, 2021 (the “Merger Agreement”),
as further described in HCCC’s definitive proxy statement/prospectus, filed with the Securities and Exchange Commission (the “SEC”)
on January 14, 2022.
Present at the Special
Meeting were holders of 17,002,854 shares of HCCC Class A common stock and 6,875,000 shares of HCCC Class B common stock, in person or
by proxy, representing approximately 69.403% of the voting power of the common stock as of January 13, 2022, the record date for the Special
Meeting, and constituting a quorum for the transaction of business. As of the record date, 34,375,000 shares of the Company’s common
stock, including 27,500,000 shares of Class A common stock and 6,875,000 shares of Class B common stock, were outstanding and entitled
to vote at the Special Meeting.
The sole proposal that
was presented at the Special Meeting was the “The Adjournment Proposal”, which is a proposal allowing the HCCC board of directors
to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to provide more time to meet the requirements that
are necessary to consummate the Transactions. The HCCC stockholders approved the Adjournment Proposal. The voting results were as follows:
| For |
|
Against |
|
Abstain |
| 22,548,613 |
|
687,519 |
|
643,722 |
The Special Meeting was adjourned
to 4:00p.m. Eastern Time on February 18, 2022.
A copy of the press release
announcing the adjournment is attached as Exhibit 99.1 and incorporated by reference herein.
Additional Information and Where to Find It
For additional information
on the Business Combination, see HCCC’s Current Report on Form 8-K, which was filed with the SEC on July 8, 2021.
In connection with the proposed
Business Combination, Alpha Tau has filed a Registration Statement on Form F-4, which includes a proxy statement/prospectus of HCCC and
was declared effective on January 12, 2022 (the “Registration Statement”). The definitive proxy statement/prospectus
was mailed to stockholders of HCCC as of January 13, 2022, the record date established for voting on the proposed Business Combination.
Investors and security holders
of HCCC are advised to read, the definitive proxy statement/prospectus in connection with HCCC’s solicitation of proxies for the
Special Meeting because the proxy statement/prospectus contains important information about the proposed Business Combination and the
parties to the proposed Business Combination.
Stockholders may also obtain
copies of the Registration Statement, proxy statement/prospectus, and Form 8-K, without charge at the SEC’s website at www.sec.gov.
No Offer or Solicitation
This report is for informational
purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the
solicitation of any vote in any jurisdiction pursuant to the proposed Business Combination or otherwise, nor shall there be any sale,
issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
HCCC and Alpha Tau and their
respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies of HCCC’s stockholders in connection with the proposed Business Combination between HCCC and Alpha
Tau. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed Business Combination
of HCCC’s directors and officers in HCCC’s and Alpha Tau’s filings with the SEC, including the Registration Statement.
Forward Looking Statements
Certain statements herein
are “forward-looking statements” made pursuant to the safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995. When used herein, words including “anticipate,” “being,” “will,” “plan,”
“may,” “continue,” and similar expressions are intended to identify forward-looking statements. In addition, any
statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking. All forward-looking statements are based
upon Alpha Tau’s and HCCC’s current expectations and various assumptions. Alpha Tau believes there is a reasonable basis for
its expectations and beliefs, but they are inherently uncertain. Alpha Tau may not realize its expectations, and its beliefs may not prove
correct. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various
important factors, including, without limitation: (i) Alpha Tau’s ability to receive regulatory approval for its Alpha DaRT technology
or any future products or product candidates; (ii) Alpha Tau’s limited operating history; (iii) Alpha Tau’s incurrence of
significant losses to date; (iv) Alpha Tau’s need for additional funding and ability to raise capital when needed; (v) Alpha Tau’s
limited experience in medical device discovery and development; (vi) Alpha Tau’s dependence on the success and commercialization
of the Alpha DaRT technology; (vii) the failure of preliminary data from Alpha Tau’s clinical studies to predict final study results;
(viii) failure of Alpha Tau’s early clinical studies or preclinical studies to predict future clinical studies; (ix) Alpha Tau’s
ability to enroll patients in its clinical trials; (x) undesirable side effects caused by Alpha Tau’s Alpha DaRT technology or any
future products or product candidates; (xi) Alpha Tau’s exposure to patent infringement lawsuits; (xii) Alpha Tau’s ability
to comply with the extensive regulations applicable to it; (xiii) the occurrence of any event, change or other circumstances that could
give rise to the termination of the Merger Agreement and the proposed Business Combination contemplated thereby; (xiv) the inability to
complete the transactions contemplated by the Merger Agreement due to certain conditions to closing in the Merger Agreement; (xv) the
inability to meet the aggregate transaction proceeds requirements of the Merger Agreement due to the inability to consummate the PIPE
Investment or the amount of cash available following any redemptions by HCCC’s stockholders; (xvi) the ability to meet Nasdaq’s
listing standards following the consummation of the transactions contemplated by the Merger Agreement; (xvii) the risk that the proposed
transactions disrupt current plans and operations of Alpha Tau as a result of the announcement and consummation of the transaction described
herein; (xviii) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among
other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers
and suppliers and retain its management and key employees; (xix) costs related to the proposed Business Combination; (xx) changes in applicable
laws or regulations; (xxi) impacts from the COVID-19 pandemic; and the other important factors discussed under the caption “Risk
Factors” in Alpha Tau’s Registration Statement, and the proxy statement/prospectus of HCCC, and other filings that Alpha Tau
or HCCC may make with the SEC. These and other important factors could cause actual results to differ materially from those indicated
by the forward-looking statements made in this current report. Any such forward-looking statements represent management’s estimates
as of the date of this current report. While HCCC and Alpha Tau may elect to update such forward-looking statements at some point in the
future, except as required by law, it disclaims any obligation to do so, even if subsequent events cause our views to change. These forward-looking
statements should not be relied upon as representing HCCC’s and Alpha Tau’s views as of any date subsequent to the date of
this current report.
