Starton Therapeutics, Inc. (“Starton” or “the Company”), a
clinical-stage biotechnology company focused on transforming
standard-of-care therapies with proprietary continuous delivery
technology, and Healthwell Acquisition Corp. I (Nasdaq: HWEL)
(“Healthwell”), a special purpose acquisition company, today
announced that the leadership of Starton and Healthwell will
present at the Jefferies Healthcare Conference on June 8th at 11:00
a.m. ET.
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As previously announced, on April 27, 2023, Starton and
Healthwell entered into a definitive business combination agreement
with HWEL Holdings Corp., a wholly-owned subsidiary of Healthwell
(“Pubco”), and the other parties thereto (as amended on May 15,
2023 and as many be further amended or supplemented from time to
time, the “Business Combination Agreement”). The transactions
contemplated by the Business Combination Agreement (collectively,
the “Transaction”) are expected to close in the second half of
2023. Upon the closing of Transaction, the combined company will be
renamed Starton Holdings Corp., and each share of common stock and
warrant of Healthwell will be exchanged, on a one-for-one basis,
for shares of common stock and warrants of Starton Holdings
Corp.
About Starton Therapeutics
Starton is a clinical-stage biotechnology company focused on
transforming standard-of-care therapies with proprietary continuous
delivery technology, so people with cancer can receive continuous
treatment to live better, longer. To learn more, visit
startontx.com.
About Healthwell
Healthwell is a blank check company, also commonly referred to
as a special purpose acquisition company, or SPAC, formed for the
purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with
one or more businesses or entities.
Additional Information and Where to Find It
In connection with the Transaction, Pubco filed a registration
statement on Form S-4 with the SEC on May 15, 2023 (as may be
amended or supplemented from time to time, the “Registration
Statement”), which includes a preliminary proxy statement and a
prospectus in connection with the Transaction. STOCKHOLDERS OF
HEALTHWELL ARE ADVISED TO READ THE PRELIMINARY PROXY STATEMENT AND,
WHEN AVAILABLE, AND ANY AMENDMENTS THERETO, THE DEFINITIVE PROXY
STATEMENT, THE PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR
THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION
AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. THIS DOCUMENT WILL NOT CONTAIN ALL THE INFORMATION
THAT SHOULD BE CONSIDERED CONCERNING THE TRANSACTION. IT IS ALSO
NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION OR ANY
OTHER DECISION IN RESPECT OF THE TRANSACTION. When available, the
definitive proxy statement and other relevant documents will be
mailed to the stockholders of Healthwell as of a record date to be
established for voting on the Transaction. Stockholders and other
interested persons will also be able to obtain copies of the
preliminary proxy statement, the definitive proxy statement, the
Registration Statement and other documents filed the SEC that will
be incorporated by reference therein, without charge, once
available, at the SEC’s website at www.sec.gov.
Healthwell’s stockholders will also be able to obtain a copy of
such documents, without charge, by directing a request to:
Healthwell Acquisition Corp. I, 1001 Green Bay Rd, #227 Winnetka,
IL 60093; e-mail: healthwell.management@healthwellspac.com.
Forward-Looking Statements
This press release contains forward-looking statements for
purposes of the “safe harbor” provisions under the United States
Private Securities Litigation Reform Act of 1995. Any statements
other than statements of historical fact contained herein are
forward-looking statements. Such forward-looking statements
include, but are not limited to, expectations, hopes, beliefs,
intentions, plans, prospects, financial results or strategies
regarding Starton and the Transaction and the future held by the
respective management teams of Healthwell or Starton, the
anticipated benefits and the anticipated timing of the Transaction,
future financial condition and performance of Starton and expected
financial impacts of the Transaction (including future revenue, pro
forma enterprise value and cash balance), the satisfaction of
closing conditions to the Transaction, financing transactions, if
any, related to the Transaction, the level of redemptions of
Healthwell’s public stockholders and the products and markets and
expected future performance and market opportunities of Starton.
These forward-looking statements generally are identified by the
words “anticipate,” “believe,” “could,” “expect,” “estimate,”
“future,” “intend,” “may,” “might,” “strategy,” “opportunity,”
“plan,” “project,” “possible,” “potential,” “project,” “predict,”
“scales,” “representative of,” “valuation,” “should,” “will,”
“would,” “will be,” “will continue,” “will likely result,” and
similar expressions, but the absence of these words does not mean
that a statement is not forward-looking. Forward-looking statements
are predictions, projections and other statements about future
events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. Many factors
could cause actual future events to differ materially from the
forward-looking statements in this communication, including,
without limitation: (i) the risk that the Transaction may not be
completed in a timely manner or at all, which may adversely affect
the price of Healthwell’s securities; (ii) the risk that the
Transaction may not be completed by Healthwell’s business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by
Healthwell; (iii) the failure to satisfy the conditions to the
consummation of the Transaction, including, among others, the
condition that Healthwell has cash or cash equivalents of at least
$15 million, and the requirement that the Business Combination
Agreement and the transactions contemplated thereby be approved by
the stockholders of each of Healthwell and Starton; (iv) the
failure to obtain any applicable regulatory approvals required to
consummate the Transaction; (v) the occurrence of any event, change
or other circumstance that could give rise to the termination of
the Business Combination Agreement; (vi) the effect of the
announcement or pendency of the Transaction on Starton’s business
relationships, operating results, and business generally; (vii)
risks that the Transaction disrupts current plans and operations of
Starton; (viii) the risk that Pubco may not be able to raise funds
in a PIPE financing or may not be able to raise as much as
anticipated; (ix) the outcome of any legal proceedings that may be
instituted against Starton or Healthwell related to the Business
Combination Agreement or the Transaction; (x) the ability to
maintain the listing of Healthwell’s securities on a national
securities exchange or failure of Pubco to meet initial listing
standards in connection with the consummation of the Transaction;
(xi) uncertainty regarding outcomes of Starton’s ongoing clinical
trials, particularly as they relate to regulatory review and
potential approval for its product candidates; (xii) risks
associated with Starton’s efforts to commercialize a product
candidate; (xiii) Starton’s ability to negotiate and enter into
definitive agreements for supply, sales, marketing, and/or
distribution on favorable terms, if at all; (xiv) the impact of
competing product candidates on Starton’s business; (xv)
intellectual property-related claims; and (xvi) Starton’s ability
to attract and retain qualified personnel; and (xvii) Starton’s
ability to continue to source the raw materials for its product
candidates.
The foregoing list of factors is not exhaustive. Recipients
should carefully consider such factors and the other risks and
uncertainties described and to be described in the “Risk Factors”
section of Healthwell’s initial public offering (the “IPO”)
prospectus filed with the SEC on August 4, 2021, Healthwell’s
Annual Report on Form 10-K filed for the year ended December 31,
2022 filed with the SEC on March 3, 2023 and subsequent periodic
reports filed by Healthwell with the SEC, the Registration
Statement and other documents filed or to be filed by Healthwell
and Pubco from time to time with the SEC. These filings identify
and address other important risks and uncertainties that could
cause actual events and results to differ materially from those
contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Recipients are
cautioned not to put undue reliance on forward-looking statements,
and neither Starton, Healthwell nor Pubco assume any obligation to,
nor intend to, update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise, except as required by law. Neither Starton, Healthwell
nor Pubco gives any assurance that either Starton or Healthwell, or
the combined company, will achieve its expectations.
Information Sources; No Representations
The communication furnished herewith has been prepared for use
by Healthwell and Starton in connection with the Transaction. The
information therein does not purport to be all-inclusive. The
information therein is derived from various internal and external
sources, with all information relating to the business, past
performance, results of operations and financial condition of
Healthwell derived entirely from Healthwell and all information
relating to the business, past performance, results of operations
and financial condition of Starton derived entirely from Starton.
No representation is made as to the reasonableness of the
assumptions made with respect to the information therein, or to the
accuracy or completeness of any projections or modeling or any
other information contained therein. Any data on past performance
or modeling contained therein is not an indication as to future
performance.
No representations or warranties, express or implied, are given
in respect of the communication. To the fullest extent permitted by
law in no circumstances will Healthwell, Starton or Pubco, or any
of their respective subsidiaries, affiliates, shareholders,
representatives, partners, directors, officers, employees, advisors
or agents, be responsible or liable for any direct, indirect or
consequential loss or loss of profit arising from the use of this
communication (including without limitation any projections or
models), any omissions, reliance on information contained within
it, or on opinions communicated in relation thereto or otherwise
arising in connection therewith, which information relating in any
way to the operations of Starton has been derived, directly or
indirectly, exclusively from Starton and has not been independently
verified by Healthwell. Neither the independent auditors of
Healthwell nor the independent auditors of or Starton audited,
reviewed, compiled or performed any procedures with respect to any
projections or models for the purpose of their inclusion in the
communication and, accordingly, neither of them expressed any
opinion or provided any other form of assurances with respect
thereto for the purposes of the communication.
Prior Disclosures
Starton is aware that its CEO appeared on the television program
“Unicorn Hunters” on June 7, 2021. During that appearance, the CEO
made a number of representations as to Starton’s approach to
reformulating drug products to improve efficacy, tolerability and
patients’ quality of life. As part of these representations, the
CEO raised the specific example of Starton’s investigational
reformulation of Revlimid™. While Starton believes in the value of
its product, it understands that any clinical superiority claims
cannot be made absent specific findings from rigorous clinical
studies which Starton has not undertaken. The CEO’s comments on the
television program were not intended to suggest Starton has
conducted such studies; Starton does not have data to support these
specific representations and disclaims any representations or
purported representations by its CEO which either stated or implied
the contrary.
Trademarks and Tradenames
This communication includes trademarks of Starton, which are
protected under applicable intellectual property laws and are the
property of Starton or its subsidiaries. This communication also
includes other trademarks, trade names and service marks that are
the property of their respective owners. We do not intend our use
or display of other companies’ trade names, trademarks or service
marks to imply a relationship with, or endorsement or sponsorship
of us by, any other companies.
Participants in the Solicitation
Healthwell, Starton, Pubco and their respective directors and
executive officers may be deemed participants in the solicitation
of proxies of Healthwell’s stockholders in connection with the
Transaction. Healthwell’s stockholders and other interested persons
may obtain more detailed information regarding the names,
affiliations, and interests of certain of Healthwell executive
officers and directors in the solicitation by reading Healthwell’s
final prospectus filed with the SEC on August 4, 2021 in connection
with the IPO, Healthwell’s Annual Report on Form 10-K for the year
ended December 31, 2022 filed with the SEC on March 3, 2023 and
Healthwell’s other filings with the SEC. A list of the names of
such directors and executive officers and information regarding
their interests in the Transaction, which may, in some cases, be
different from those of stockholders generally, are set forth in
the Registration Statement relating to the Transaction. These
documents can be obtained free of charge from the source indicated
above.
No Offer or Solicitation
This communication shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Transaction. This communication shall 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 such state or jurisdiction. No offering 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, or an exemption therefrom.
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Healthwell HealthwellSPAC@edelman.com Starton Therapeutics
Investors@startontx.com
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