- Alpha Tau's proprietary Alpha DaRT™ is
designed to deliver uniquely potent alpha radiation to destroy
solid tumors with localized precision, sparing surrounding healthy
tissue, thereby maintaining cancer patients' quality of life. Alpha
DaRT™ has recently received FDA's Breakthrough
Device Designation for the indication of Squamous Cell Carcinoma of
the skin and oral cavity without curative standard of care, and
preclinical studies support evaluation across various cancer
indications (skin, pancreas,
breast and GBM, among
others).
- The transaction represents an
implied pro forma equity value of approximately
$1 billion and is expected to provide
up to $367 million in gross
proceeds, including up to $275 million of cash held in the trust account of
Healthcare Capital Corp. (Nasdaq: HCCC) and a $92 million PIPE.
- The $92 million
fully-committed PIPE is anchored by a combination of
Healthcare-focused financial and strategic investors including
Yozma Investment Co. (part of Yozma Group Korea), Grand Decade
Developments (an affiliate of China Grand Pharmaceutical and
Healthcare Holdings), as well as other leading technology
investors including OurCrowd, Regah Ventures and the
co-founders of Apax Partners, Alan
Patricof and Sir Ronald
Cohen. Medison Group, an early supporter of Alpha
Tau and global pharma company that provides
access to highly innovative therapies to patients in international
markets, is also an investor in the PIPE.
- After giving effect to the transaction (and assuming no
redemptions by public shareholders), Alpha Tau is expected to have
approximately $362 million of cash on
the balance sheet.
- Net proceeds are to be used for further expansion of
Alpha Tau's clinical strategy including the pursuit of FDA
marketing authorization, a broad array of R&D activities,
expanding manufacturing capacity and preparing for
commercialization, and are expected to provide cash runway at least
into 2024.
- All Alpha Tau shareholders will retain 100% of their equity
holdings in the public company
- Alpha Tau will continue to be led by its current
management team, and upon closing, it is expected that HCC Chairman
Dr. David M. Milch will be appointed
to the Alpha Tau Board of Directors.
- The proposed business
combination is expected to be completed by the end of 2021, upon
which Alpha Tau is expected to be listed on Nasdaq.
JERUSALEM and WILMINGTON,
Del., July 8, 2021
/PRNewswire/ -- Alpha Tau Medical Limited ("Alpha Tau"), the
developer of the pioneering alpha-radiation cancer therapy Alpha
DaRT™, and Healthcare Capital Corp. ("HCC") (Nasdaq: HCCC), a
special purpose acquisition company, today announced they have
entered into a definitive business combination agreement (the
"Business Combination"). Upon closing of the Business Combination,
Alpha Tau is expected to be listed on the Nasdaq.
Alpha Tau's proprietary Alpha DaRT™ (Diffusing
Alpha-emitters Radiation Therapy) enables highly potent and
conformal alpha-irradiation of solid tumors through the
intra-tumoral insertion of radium-224 impregnated sources mainly
affecting the tumor, sparing the healthy tissue around it. In the
company's first-in-human clinical trial for Squamous Cell Carcinoma
("SCC") tumors of the skin & oral cavity exhibited 100% overall
response rate and approximately 78% complete response rate. In
June 2021, Alpha Tau received FDA
Breakthrough Device Designation for the use of Alpha DaRT™ in the
treatment of SCC of the skin and oral cavity without curative
standard of care.
Alpha Tau has developed a robust clinical trial strategy with
leading global centers, including its flagship US multi-center
feasibility study currently ongoing, led at Memorial Sloan
Kettering Cancer Center in New
York, which recently enrolled its first patient.
A group of Healthcare-focused financial and strategic investors
have committed to participate in the transaction through a fully
committed ordinary share PIPE of approximately $92 million at $10.00 per share. Investors in the PIPE include
Yozma Investment Co. (part of Yozma Group Korea) and Grand
Decade Developments (an affiliate of China Grand Pharmaceutical and
Healthcare Holdings) as well as other leading technology investors
including OurCrowd, Regah Ventures and the co-founders of Apax
Partners, Alan Patricof and Sir
Ronald Cohen. Medison Group, an
early supporter of Alpha Tau and global pharma company that
provides access to highly innovative therapies to patients in
international markets, is also an investor in the PIPE.
"Following the recent enrollment of the first patient in our
flagship US feasibility study and receipt of FDA Breakthrough
Device Designation, this transaction represents another significant
milestone on Alpha Tau's journey to transform the treatment of
solid tumors through the precision delivery of alpha radiation. We
are grateful to the outstanding team at HCC, whose cadre of
experienced and well-regarded professionals have provided superb
execution and continued support for Alpha Tau, and we are excited
for Dr. David M. Milch to join
as our newest member of the Board of Directors upon the
closing of the business combination. We thank our investors, both
new joiners as well as those who have supported us for years, who
continue to demonstrate their faith in the company and its
leadership," said Uzi Sofer, CEO and
Chairman of Alpha Tau. "The completion of this transaction will
allow the company to realize its vision and implement the clinical
development plans and construction of our manufacturing plants
around the world, in order to bring hope to millions of patients
around the world."
"This transaction ensures that we are well capitalized to
accelerate our ambitious plans across multiple fronts," said
Raphi Levy, CFO of Alpha Tau. "We
look forward to delivering continued clinical momentum and
hope for patients as we evolve into a public company."
"We are excited about Alpha Tau's unique therapy,
which has generated a response observed across a wide array of
solid tumors in pre-clinical studies, with minimal side effects,
positioning it to potentially become a vital weapon in the battle
against cancer," said Dr. David M.
Milch. "After evaluating many opportunities in the
healthcare industry, we believe that Alpha Tau stands out as the
best choice for a business combination due to its proprietary
technology, rapid clinical and product development and easy to
administer treatment solution for the great number of cancer
patients worldwide."
"It was a pleasure to work with the team at HCC as their due
diligence advisor following my departure as Commissioner of the FDA
in January 2021," said Dr.
Stephen M. Hahn. "My
background as a medical and radiation oncologist helped me
immediately appreciate the potential of Alpha Tau's therapy in
providing a solution for a potentially significant number of
patients, including those with untreatable or difficult to treat
tumors, whether alone or in combination with other therapies such
as immunotherapies. I would expect the product to be well
received by the clinical community because of the potential
applications, modest side effect profile, and demonstrated potency
of the Alpha DaRTTM"
Proceeds of the business combination and the PIPE will be
primarily used to:
- advance ongoing, and launch, new clinical trials;
- continue existing, and initiate additional, clinical and
research collaborations;
- develop and expand global manufacturing capacity;
- develop KOL centers of excellence; and
- prepare for commercialization efforts.
Key Transaction Terms
The Business Combination values Alpha Tau at an implied
pre-money equity value of $600
million, and is expected to add approximately $337 million of cash to its balance sheet upon
closing, inclusive of $275 million in
HCC's trust (assuming no redemptions by public shareholders)
and $92 million in PIPE proceeds, net
of transaction expenses.
All existing Alpha Tau shareholders will retain 100% of their
current equity holdings and are expected to hold approximately 59%
of the pro forma company immediately following the closing.
Following the closing of the business combination, Alpha Tau is
expected to be listed on the Nasdaq.
The Business Combination was unanimously approved by each of
Alpha Tau's and HCC's Boards of Directors, and HCC Chairman Dr.
David M. Milch is expected to join
the Board of Directors after closing. The transaction is
expected to be completed by the end of 2021, and is subject to
obtaining necessary regulatory approvals, the fulfillment of
customary closing conditions, as well as the approval of both Alpha
Tau's and HCC's shareholders.
Additional information about the proposed business combination,
including a copy of the definitive agreement and investor
presentation, will be provided in a Current Report on Form 8-K to
be filed by HCC with the Securities and Exchange Commission and
available at www.sec.gov.
Advisors
Citigroup is acting as financial advisor to Alpha Tau.
Citigroup, Piper Sandler, and Cantor
Fitzgerald are acting as joint placement agents on the PIPE.
Cantor Fitzgerald is acting as a capital markets advisor to HCC.
Value Base M&A Ltd. is also acting as financial advisor on the
transaction.
Latham & Watkins LLP and Meitar | Law Offices are acting as
legal advisors to Alpha Tau. Ellenoff Grossman & Schole LLP and
FBC & Co. are acting as legal advisors to HCC. Winston
& Strawn LLP is acting as legal advisor to the placement
agents.
Management Presentation
A link to a presentation by management of Alpha Tau and HCC
discussing the business and the proposed transaction can be found
at www.netroadshow.com/nrs/home/#!/?show=d422ce03
The investor presentation is being filed by Alpha Tau and HCC
with the Securities and Exchange Commission ("SEC") and will be
available on the SEC's website at www.sec.gov.
About Alpha Tau
Founded in 2016, Alpha Tau Medical Ltd, is an Israeli oncology
therapeutics company that focuses on research, development, and
commercialization of the Alpha DaRT™ technology for the treatment
of solid tumors.
Alpha DaRT™(Diffusing Alpha-emitters Radiation Therapy) is
an innovative technology that enables the highly potent and
uniquely conformal alpha-irradiation of solid tumors. The treatment
is delivered by intratumoral insertion of radionuclide Radium-224,
which leads to the release and diffusion of daughter radioisotopes
that emit alpha particles. These alpha particles have the capacity
to destroy solid tumors. Since the alpha-emitting atoms diffuse
only a short distance in tissue, Alpha DaRT mainly damages the
tumor, while sparing the healthy tissue around it.
About HCC
HCC is a blank check company incorporated as a Delaware corporation for the purposes of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one
or more businesses or entities. Its Class A common stock and
warrants are listed on the Nasdaq under the symbol "HCCC" and
"HCCCW," respectively. HCC is led by Dr. David M. Milch, Chairman and William Johns, Chief Executive Officer.
HCC was formed for the purpose of identifying emerging healthcare
business that have potential to make a valuable contribution to
healthcare particularly for the very large number of patients with
unmet needs and to provide the capital and support they may need
and to transition them to public ownership. Or as we believe,
"Do well by doing good."
Additional Information and Where to Find
It
This press release relates to a proposed transaction between
Alpha Tau and HCC. This press release does not constitute (i)
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the proposed transaction or (ii) an
offer to sell or exchange, or the solicitation of an offer to buy
or exchange, any security of HCC, Alpha Tau, or any of their
respective affiliates, nor shall there be any sale of securities in
any jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
In connection with the proposed transaction, Alpha Tau intends
to file a registration statement on Form F-4 with the SEC, which
will include a proxy statement of HCC in connection with HCC's
solicitation of proxies for the vote by HCC's shareholders with
respect to the proposed transaction and a prospectus of Alpha Tau.
HCC also will file other documents regarding the proposed
transaction with the SEC.
This communication does not contain all the information that
should be considered concerning the proposed transaction and is not
intended to form the basis of any investment decision or any other
decision in respect of the proposed transaction. Before making any
voting or investment decision, investors and security holders are
urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain
important information about the proposed transaction.
Investors and security holders will be able to obtain free
copies of the registration statement, proxy statement/prospectus
and all other relevant documents filed or that will be filed with
the SEC by Alpha Tau and HCC through the website maintained by the
SEC at www.sec.gov. In addition, the documents filed by Alpha Tau
may be obtained free of charge from Alpha Tau's website at
http://www.alphatau.com or by written request to Alpha Tau at Alpha
Tau Medical Limited, Kiryat Hamada
5, Jerusalem, Israel 9777605, and
the documents filed by HCC may be obtained free of charge from
HCC's website at http://www.healthccc.com or by written request to
Healthcare Capital Corp., 301 North Market Street, Suite 1414,
Wilmington, DE 19801.
Participants in Solicitation
Alpha Tau and HCC and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from HCC's shareholders in connection with the proposed
transaction. Additional information regarding the interests of
those persons and other persons who may be deemed participants in
the proposed transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed transaction. You may
obtain free copies of these documents as described in the preceding
paragraph.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the 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 the Alpha Tau'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, its limited operating history; its incurrence
of significant losses to date; its need for additional funding and
ability to raise capital when needed; its limited experience in
medical device discovery and development; its dependence on the
success and commercialization of the Alpha DaRT™ product candidate;
the failure of preliminary data from its clinical studies to
predict final study results; failure of its early clinical studies
or preclinical studies to predict future clinical studies; its
ability to receive regulatory approval for its product candidates;
its ability to enroll patients in its clinical trials; undesirable
side effects caused by Alpha Tau's product candidates; its exposure
to patent infringement lawsuits; its ability to comply with the
extensive regulations applicable to it; impacts from the COVID-19
pandemic; its ability to commercialize its product candidates; and
the other important factors discussed under the caption "Risk
Factors" in its Registration Statement on Form F-4 that will be
filed 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 press release. Any such
forward-looking statements represent management's estimates as of
the date of this press release. While 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 Alpha Tau's views as of any date subsequent to
the date of this press release.
Contacts:
Alpha Tau Medical Ltd.
Amnon Gat, COO
AmnonG@alphatau.com
Healthcare Capital Corp.
William Johns, CEO
wjohns@healthccc.com