Full Press Release Details
creator of the first FDA-cleared portable MRI device, and Liminal Sciences, Inc. to be listed on Nasdaq through a business combination
with HealthCor Catalio Acquisition Corp.
CT, July 8, 2021 - Hyperfine, Inc. ("Hyperfine"), creator of the first
U.S. Food and Drug Administration ("FDA") cleared portable magnetic resonance imaging ("MRI") device, Swoop ,
and Liminal Sciences, Inc. ("Liminal"), a medical device development company dedicated to non-invasive measurement of
key vital signs in the brain, today announced their entry into a definitive business combination agreement with HealthCor Catalio Acquisition
Corp. (Nasdaq: HCAQ), ("HealthCor Catalio" or the "Company"), a special purpose acquisition company, or SPAC.
Upon the closing of the business combination, HealthCor Catalio Acquisition Corp. will be renamed as Hyperfine, Inc., and the combined
company's Class A common stock is expected to be listed on The Nasdaq Stock Market ("Nasdaq") under ticker symbol
business combination will bring together Hyperfine and Liminal, two companies with the potential to
drive a transformative shift in MRI and brain sensing technology and capabilities. This transaction is designed to create a combined
company with synergistic advantages across imaging and monitoring, and the potential to expand the existing $23 billion global imaging
market by developing solutions across the care continuum.
is an innovative medical technology business with a mission to provide affordable and accessible imaging and monitoring to revolutionize
healthcare for people around the world. Hyperfine's FDA-cleared, commercially available Swoop imaging system can be used
by healthcare professionals to make fast, effective clinical diagnoses. The easy-to-use interface and portable design make it accessible
for use in hospitals, clinics, and other settings outside of the conventional MRI suite. Hyperfine employs a simple subscription-based
business model and supports imaging at a fraction of the costly outlay associated with conventional MRI systems.
vision is to make brain monitoring as simple as taking blood pressure measurements. The company is developing an advanced, non-invasive
technology to monitor brain vital signs, including blood flow and pressure. There are significant clinical opportunities for non-invasive
brain monitoring to help patients across the care continuum, including immediate applications in traditional care settings such as intensive
care units (ICUs); long term potential in new care settings such as operating room (OR), emergency room (ER), and outpatient care; and
eventually the possibility to monitor patients at home, subject to regulatory authorization.
combination of Hyperfine, Liminal, and HealthCor Catalio presents an inspiring opportunity to transform the global MR imaging and brain
sensing paradigm," said Dave Scott, President and Chief Executive Officer of Hyperfine. "This business combination will empower
Hyperfine with the expanded resources, financing, and expert advisory team to substantially broaden MR imaging accessibility and ultimately
build a transformational ecosystem across the care continuum."
best way to predict the future is to make it," said Dr. Jonathan M. Rothberg, founder of Hyperfine and Liminal. "We
are taking the next step in our mission to provide affordable and accessible imaging, sensing, and guided robotic intervention to democratize
and bring equity to healthcare for people around the world."
Gaulin, Chief Executive Officer and Director of HealthCor Catalio, said, "Healthcare is rapidly evolving within and beyond the
walls of the traditional hospital. We believe Hyperfine and Liminal are well positioned to bring sophisticated MR imaging and neurological
vital signs detection to a broader patient base with substantially reduced barriers to care. Hyperfine's rapid growth is a testament
to its innovative technology, and we see an immense market opportunity poised for disruption."
business combination values the combined entity at a total enterprise value of approximately $580 million upon closing and is expected
to position the combined entity with approximately $375 million of cash to drive the business through its investment phase and to positive
cash flow, assuming no redemptions. The combined company's estimated cash balance will consist of $207 million from the SPAC trust
fund, $126 million from PIPE investors, and $66 million from the balance sheets of Hyperfine and Liminal, less $24 million transaction
forma following the business combination and the PIPE, the securityholders of Hyperfine and Liminal are expected to own approximately
59% of the combined company, assuming no redemptions.
will be no selling stockholders in the transaction.
proposed transaction has been unanimously approved by the boards of directors of each of HealthCor Catalio, Hyperfine and Liminal, and
is subject to the approval of the stockholders of HealthCor Catalio, Hyperfine and Liminal, and the satisfaction or waiver of other customary
conditions, including a registration statement on Form S-4 being declared effective by the U.S. Securities and Exchange Commission
(the "SEC"). The proposed transaction is expected to close in the fourth quarter of 2021.
information about the proposed transaction, including a copy of the business combination agreement and an investor presentation, will
be provided in a Current Report on Form 8-K to be filed today by HealthCor Catalio with the SEC, which will be available at
Morgan is acting as exclusive financial advisor to Hyperfine and Liminal. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is serving
as legal advisor to Hyperfine and Liminal.
LLC acted as financial advisor to HealthCor Catalio Acquisition Corp. Jefferies LLC and Evercore Group L.L.C. acted as capital markets
advisors and co-lead placement agents to HealthCor Catalio Acquisition Corp. in connection with the private placement. Wells Fargo Securities
also acted as capital markets advisor and placement agent to HealthCor Catalio Acquisition Corp. in connection with the private placement.
Kirkland & Ellis LLP and Paul Hastings LLP are serving as legal advisors to HealthCor Catalio Acquisition Corp. and the private
Presentation and Webcast Details
webcast of the corporate presentation and associated materials is available on Deal Roadshow:
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Hyperfine and the Swoop Portable MRI System
Swoop Portable MR Imaging System is designed to address the limitations of current imaging technologies and make MRI accessible
anytime, anywhere, to any patient. Swoop wheels directly to the patient's bedside, plugs into a standard electrical wall
outlet, and is controlled by an Apple iPad . Designed as a complementary system to traditional MRIs at a fraction of the cost, images
that display the internal structure of the head are captured by Swoop at the patient's bedside, with results in minutes,
enabling critical decision-making capabilities across a variety of clinical settings.
received FDA clearance for its portable MR imaging for the brain and head of patients of all ages in August 2020. Since its launch
in the fall of 2020, Swoop has been honored repeatedly, as one of two finalists for the Best New
Radiology Vendor of 2020 by Aunt Minnie, the winner of the American College of Emergency Physicians (ACEP) 2020 incubatED Medical
Device Innovation Challenge, and with a Best Practices Product Innovation Award from Frost & Sullivan, and most recently
as a 2021 Innovation Awards Honoree from CES. Hyperfine is part of 4Catalyzer, a health technology incubator with offices in CT,
was founded in 2014 by Dr. Jonathan Rothberg, a serial entrepreneur who received the Presidential Medal of Technology &
Innovation in 2016 for inventing a novel next generation DNA sequencing method and has founded multiple healthcare and technology companies,
including 454 Life Sciences, Ion Torrent, CuraGen, Butterfly Network, and Quantum-Si. For more information, visit: https://hyperfine.io/.
Liminal Sciences, Inc.
Sciences is committed to building a device to non-invasively measure key vital signs in the brain, in order to enable unprecedented access
to dramatically improve patient outcomes. Liminal was founded in 2018 by Dr. Jonathan Rothberg. For more information, visit:
HealthCor Catalio Acquisition Corp.
Catalio Acquisition Corp. (Nasdaq: HCAQ) is a blank check company 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. HealthCor Catalio
has stated a focus on the healthcare industry in the United States and other developed countries, with particular interest in the life
sciences and medical technology sectors. For more information, visit: http://www.hcspac.com/.
Information about the Business Combination and Where to Find It
connection with the proposed business combination (the "Business Combination"), the Company intends to file with the Securities
and Exchange Commission (the "SEC") a registration statement on Form S-4 (the "Registration Statement"),
which will include a preliminary proxy statement/prospectus and a definitive proxy statement/prospectus, and certain other related documents,
which will be both the proxy statement to be distributed to holders of the Company's ordinary shares in connection with the Company's
solicitation of proxies for the vote by the Company's shareholders with respect to the Business Combination and other matters as
may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities of the Company
to be issued in the Business Combination. The Company's shareholders and other interested persons are advised to read, when
available, the preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto and the definitive
proxy statement/prospectus, as well as other documents filed with the SEC in connection with the proposed Business Combination, as these
materials will contain important information about the parties to the Business Combination Agreement, the Company and the proposed Business
Combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus and other relevant
materials for the proposed Business Combination will be mailed to shareholders of the Company as of a record date to be established for
voting on the proposed Business Combination and other matters as may be described in the Registration Statement. Shareholders will also
be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other documents
filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC's web site at www.sec.gov.
In addition, the documents filed by HealthCor may be obtained free of charge from HealthCor's website at www.hcspac.com or by written
request to HealthCor at ir@hccspac.com.
Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company's shareholders