Full Press Release Details
CONDENSED COMBINED FINANCIAL INFORMATION
terms included below have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K (the "Form 8-K")
filed with the Securities and Exchange Commission (the "SEC") on December 28, 2021. Unless the context otherwise
requires, the "Combined Company" refers to Hyperfine, Inc. (f/k/a HealthCor Catalio Acquisition Corp.) and its subsidiaries
after the Closing, "HealthCor" refers to HealthCor Catalio Acquisition Corp. prior to the Closing, "Hyperfine"
refers to Hyperfine Operations, Inc. (f/k/a Hyperfine, Inc.) prior to the Closing, "Liminal" refers to Liminal Operations, Inc.
(f/k/a Liminal Sciences, Inc.) prior to the Closing, and the "Companies" or "Company" refers to Hyperfine
and Liminal prior to the Closing.
December 22, 2021, HealthCor, Hyperfine and Liminal consummated the previously announced business combination (the "Business
Combination") contemplated by the Business Combination Agreement, dated as of July 7, 2021 (the "Business Combination
Agreement"), by and among HealthCor, Optimus Merger Sub I, Inc. ("Merger Sub I"), Optimus Merger Sub
II, Inc. ("Merger Sub I"), Hyperfine and Liminal, pursuant to which, among other things, (a) Merger Sub I
merged with and into Hyperfine, with Hyperfine surviving the merger as a wholly owned subsidiary of HealthCor (the "Hyperfine
Merger"), and (b) Merger Sub II merged with and into Liminal, with Liminal surviving the merger as a wholly owned subsidiary
of HealthCor (the "Liminal Merger," and together with the Hyperfine Merger, the "Mergers"). In connection
with the Business Combination, HealthCor changed its name to "Hyperfine, Inc.," Legacy Hyperfine changed its name to
"Hyperfine Operations, Inc." and Liminal changed its name to "Liminal Operations, Inc." After giving
effect to the Business Combination, HealthCor directly owns all of the issued and outstanding equity interests of Hyperfine and Liminal,
and the pre-Business Combination stockholders of Hyperfine and Liminal hold a portion of the Combined Company's Class A common
stock and all of the Combined Company's Class B common stock.
to the Business Combination, on December 21, 2021, HealthCor changed its jurisdiction of incorporation from the Cayman Islands to
the State of Delaware (the "Domestication") by deregistering as an exempted company in the Cayman Islands and continuing
and domesticating as a corporation incorporated under the laws of the State of Delaware.
with the execution of the Business Combination Agreement, on July 7, 2021, HealthCor entered into subscription agreements (the "Subscription
Agreements") with certain institutional investors and accredited investors (the "PIPE Investors"), pursuant
to which shares of Class A common stock were issued immediately prior to the Closing to the PIPE Investors (the "PIPE Investment"),
as described in greater detail in Note 3 of the "Notes to Unaudited Pro Forma Condensed Combined Financial Information."
on December 22, 2021, HealthCor, HC Sponsor LLC (the "Sponsor"), Hyperfine and Liminal entered into a Forfeiture
Agreement (the "Forfeiture Agreement"), pursuant to which, immediately prior to the Closing, 150,000 shares of HealthCor's
Class B common stock held by the Sponsor were irrevocably forfeited and automatically cancelled (the "Forfeiture").
following unaudited pro forma condensed combined balance sheet of the Combined Company as of September 30, 2021 and the unaudited
pro forma condensed combined statements of operations of the Combined Company for the nine months ended September 30, 2021 and
for the year ended December 31, 2020 present the combination of the financial information of HealthCor, Hyperfine and Liminal
after giving effect to the Business Combination and related adjustments described in the accompanying notes.
unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and for the year
ended December 31, 2020 give pro forma effect to the Business Combination as if it had occurred on January 1, 2020. The unaudited
pro forma condensed combined balance sheet as of September 30, 2021 gives pro forma effect to the Business Combination as if it was
completed on September 30, 2021.
unaudited pro forma condensed combined financial information is based on and should be read in conjunction with:
unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily
reflect what the Combined Company's financial condition or results of operations would have been had the Business Combination occurred
on the dates indicated. Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting
the future financial condition and results of operations of the Combined Company. The actual financial position and results of operations
may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments
represent management's estimates based on information available as of the date of these unaudited pro forma condensed combined financial
statements and are subject to change as additional information becomes available and analyses are performed.
following pro forma condensed combined financial statements presented herein reflect the actual redemption of 17,142,244 shares of Class A
ordinary shares by HealthCor's shareholders in connection with the Business Combination.
UNAUDITED PRO FORMA CONDENSED
COMBINED BALANCE SHEET
| HealthCor (Historical) | Hyperfine and Liminal (Historical) | Transaction Accounting Adjustments | Note 3 | Pro Forma | ||||||||||||||||
| Assets | ||||||||||||||||||||
| Current assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | 526 | $ | 65,475 | $ | 139,930 | (a), (b) | $ | 205,931 | |||||||||||
| Restricted cash | - | 3,467 | - | 3,467 | ||||||||||||||||
| Accounts receivable | - | 940 | - | 940 | ||||||||||||||||
| Unbilled receivables | - | 48 | - | 48 | ||||||||||||||||
| Inventory | - | 2,763 | - | 2,763 | ||||||||||||||||
| Prepaid expenses and other current assets | 402 | 3,600 | (3,042 | ) | (b) | 960 | ||||||||||||||
| Due from related parties | - | 13 | - | 13 | ||||||||||||||||
| Total Current Assets | 928 | 76,306 | 136,888 | 214,122 | ||||||||||||||||
| Property and equipment | - | 3,325 | - | 3,325 | ||||||||||||||||
| Other assets - related party | - | 1,086 | - | 1,086 | ||||||||||||||||
| Net investment in lease | - | 37 | - | 37 | ||||||||||||||||
| Other long term assets | - | 614 | - | 614 | ||||||||||||||||
| Marketable securities held in Trust Account | 207,014 | - | (207,014 | ) | (c) | - | ||||||||||||||
| Total Assets | $ | 207,942 | $ | 81,368 | $ | (70,126 | ) | $ | 219,184 | |||||||||||
| Liabilities and stockholders' equity (deficit) | ||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||
| Accounts payable | - | 4,945 | - | 4,945 | ||||||||||||||||
| Deferred grant funding | - | 3,467 | - | 3,467 | ||||||||||||||||
| Deferred revenue | - | 774 | - | 774 | ||||||||||||||||
| Due to related parties | - | 1,334 | - | 1,334 | ||||||||||||||||
| Accrued expenses and other current liabilities | 1,938 | 3,294 | (2,115 | ) | (a), (b) | 3,117 | ||||||||||||||
| Accrued offering costs | 8 | - | (8 | ) | (a) | - | ||||||||||||||
| Total Current Liabilities | 1,946 | 13,814 | (2,123 | ) | 13,637 | |||||||||||||||
| Deferred underwriting fee payable | 7,245 | - | (7,245 | ) | (b) | - | ||||||||||||||
| Long term notes payable | - | 178 | (178 | ) | (d) | - | ||||||||||||||
| Long term deferred revenue | - | 340 | - | 340 | ||||||||||||||||
| Total Liabilities | 9,191 | 14,332 | (9,546 | ) | 13,977 | |||||||||||||||
| Common stock | 207,000 | - | (207,000 | ) | (e) | - | ||||||||||||||
| Hyperfine Convertible preferred stock | - | 158,747 | (158,747 | ) | (e) | - | ||||||||||||||
| Liminal Convertible preferred stock | - | 9,350 | (9,350 | ) | (e) | - | ||||||||||||||
| Stockholder's equity | ||||||||||||||||||||
| Hyperfine common stock | - | 1 | (1 | ) | (e) | - | ||||||||||||||
| Liminal common stock | - | - | - | (e) | - | |||||||||||||||
| Special-voting common stock | - | - | - | (e) | - | |||||||||||||||
| Class A ordinary shares | - | - | 5 | (e) | 5 | |||||||||||||||
| Class B ordinary shares | 1 | - | 1 | (e) | 2 | |||||||||||||||
| Additional paid-in capital | - | 9,173 | 308,135 | (e) | 317,308 | |||||||||||||||
| Accumulated deficit | (8,250 | ) | (110,235 | ) | 6,377 | (e) | (112,108 | ) | ||||||||||||
| Total stockholders' equity (deficit) | (8,249 | ) | (101,061 | ) | 314,517 | 205,207 | ||||||||||||||
| Total liabilities and stockholders' equity (deficit) | $ | 207,942 | $ | 81,368 | $ | (70,126 | ) | $ | 219,184 |
PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(in thousands, except share and per share amounts)
| HealthCor (Historical) | Hyperfine and Liminal (Historical) | Transaction Accounting Adjustments | Note 3 | Pro Forma | ||||||||||||||||
| Sales | ||||||||||||||||||||
| Device | $ | - | $ | 521 | - | $ | 521 | |||||||||||||
| Services | - | 539 | - | 539 | ||||||||||||||||
| Total sales | - | 1,060 | - | 1,060 | ||||||||||||||||
| Cost of sales | ||||||||||||||||||||
| Device | - | 1,420 | - | 1,420 | ||||||||||||||||
| Services | - | 354 | - | 354 | ||||||||||||||||
| Total cost of sales | - | 1,774 | - | 1,774 | ||||||||||||||||
| Gross margin | - | (714 | ) | - | (714 | ) | ||||||||||||||
| Operating expenses | ||||||||||||||||||||
| Research and development | - | 16,949 | 416 | (f) | 17,365 | |||||||||||||||
| General and administrative | - | 15,348 | 1,830 | (f), (h) | 17,178 | |||||||||||||||
| Sales and marketing | - | 5,770 | 27 | (f) | 5,797 | |||||||||||||||
| Operating and formation costs | 2,494 | - | - | 2,494 | ||||||||||||||||
| Total operating expenses | 2,494 | 38,067 | 2,273 | 42,834 | ||||||||||||||||
| Loss from operations | (2,494 | ) | (38,781 | ) | (2,273 | ) | (43,548 | ) | ||||||||||||
| Interest income | - | 13 | - | 13 | ||||||||||||||||
| Interest expense | - | 2 | - | 2 | ||||||||||||||||
| Interest earned on marketable securities held in Trust account | 14 | - | (14 | ) | (k) | - | ||||||||||||||
| Loss before provision for income taxes | (2,480 | ) | (38,766 | ) | (2,287 | ) | (43,533 | ) | ||||||||||||
| Provision for income tax | - | - | - | (l) | - | |||||||||||||||
| Net loss and comprehensive loss | (2,480 | ) | (38,766 | ) | (2,287 | ) | (43,533 | ) | ||||||||||||
| Net loss per share | ||||||||||||||||||||
| Basic and diluted weighted average shares outstanding, Class A Ordinary shares subject to possible redemption | 18,501,099 | |||||||||||||||||||
| Basic and diluted net loss per share, Class A Ordinary shares subject to possible redemption | $ | (0.10 | ) | |||||||||||||||||
| Basic and diluted weighted average shares outstanding | 548,777 | 5,229,877 | (m) | 70,032,349 | ||||||||||||||||
| Basic and diluted net loss per share (1) | $ | (0.10 | ) | $ | (7.41 | ) | (m) | $ | (0.62 | ) | ||||||||||
| Basic and diluted weighted average shares outstanding, Class B Ordinary shares not subject to possible redemption | 5,103,297 | |||||||||||||||||||
| Basic and diluted net loss per share, Class B Ordinary shares not subject to possible redemption | $ | (0.10 | ) |
PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2020
(in thousands, except share and per share amounts)
| HealthCor (Historical) | Hyperfine and Liminal (Historical) | Transaction Accounting Adjustments | Note 3 | Pro Forma | ||||||||||||||||
| Sales | ||||||||||||||||||||
| Device | $ | - | $ | 200 | - | $ | 200 | |||||||||||||
| Services | - | 94 | - | 94 | ||||||||||||||||
| Total sales | - | 294 | - | 294 | ||||||||||||||||
| Cost of sales | ||||||||||||||||||||
| Device | - | 763 | - | 763 | ||||||||||||||||
| Services | - | 8 | - | 8 | ||||||||||||||||
| Total cost of sales | - | 771 | - | 771 | ||||||||||||||||
| Gross margin | - | (477 | ) | - | (477 | ) | ||||||||||||||
| Operating expenses | ||||||||||||||||||||
| Research and development | - | 14,593 | 555 | (f) | 15,148 | |||||||||||||||
| General and administrative | - | 5,921 | 6,814 | (f), (g), (h), (i), (j) | 12,735 | |||||||||||||||
| Sales and marketing | - | 2,500 | 36 | (f) | 2,536 | |||||||||||||||
| Formation and operating costs | 5 | - | - | 5 | ||||||||||||||||
| Total operating expenses | 5 | 23,014 | 7,405 | 30,424 | ||||||||||||||||
| Loss from operations | (5 | ) | (23,491 | ) | (7,405 | ) | (30,901 | ) | ||||||||||||
| Interest income | - | 70 | - | 70 | ||||||||||||||||
| Interest expense | - | (6 | ) | - | (6 | ) | ||||||||||||||
| Loss before provision for income taxes | (5 | ) | (23,427 | ) | (7,405 | ) | (30,837 | ) | ||||||||||||
| Provision for income tax | - | - | - | (l) | - | |||||||||||||||
| Net loss and comprehensive loss | (5 | ) | (23,427 | ) | (7,405 | ) | (30,837 | ) | ||||||||||||
| Net loss per share | ||||||||||||||||||||
| Basic and diluted weighted average shares outstanding | 4,500,000 | 4,651,127 | (m) | 70,032,349 | ||||||||||||||||
| Basic and diluted net loss per share (1) | $ | (0.00 | ) | $ | (5.04 | ) | (m) | $ | (0.44 | ) |
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL INFORMATION
(In thousands, Except Share and Per Share Amounts)
Note 1 - Description of the Business Combination
December 22, 2021, HealthCor, Hyperfine and Liminal consummated the previously announced Business Combination, pursuant to which,
among other things, (a) Merger Sub I merged with and into Hyperfine, with Hyperfine surviving the Hyperfine Merger as a wholly owned
subsidiary of HealthCor, and (b) Merger Sub II merged with and into Liminal, with Liminal surviving the Liminal Merger as a wholly
owned subsidiary of HealthCor. After giving effect to the Business Combination, the Combined Company directly owns all of the issued and
outstanding equity interests of Hyperfine and Liminal, and the pre-Business Combination stockholders of Hyperfine and Liminal hold a portion
of the Combined Company's Class A common stock and all of the Combined Company's Class B common stock.
to the Business Combination Agreement, an additional 10,000,000 shares of the Combined Company's Class A common stock (the
"Earn-Out Shares") will be issued to the Companies' pre-closing equity holders (8,116,000 Earn-Out Shares will
be issued to the Hyperfine stockholders and 1,884,000 Earn-Out Shares will be issued to the Liminal stockholders) contingent upon achieving
a certain market price milestone during the period between the Closing and the third anniversary of the Closing. To the extent any employee
holder of the Companies' options or restricted stock units ("RSUs") is entitled to Earn-Out Shares, such Earn-Out
Shares (933,933 Earn-Out Shares) are also contingent upon the vesting of such options or RSUs in accordance with their terms.
receipt of Earn-Out Shares by the Companies' pre-closing equity holders and employees, $1,000 will become payable to the third
party service provider. For purposes of the unaudited pro forma condensed combined financial information,
probability of such payment is determined not to be probable.
prior to the Closing of the Business Combination, 150,000 shares of HealthCor's Class B common stock held by the Sponsor were
irrevocably forfeited and automatically cancelled.
following table summarizes the shares of HealthCor common stock outstanding immediately prior to the consummation of the Business Combination.
| Class A | Class B | Total post Business Combination | ||||||||||
| HealthCor Stockholders | 3,557,756 | - | 3,557,756 | |||||||||
| Parent Sponsor | 614,000 | 4,920,000 | 5,534,000 | |||||||||
| Other Initial Stockholders | - | 105,000 | 105,000 | |||||||||
| Total | 4,171,756 | 5,025,000 | 9,196,756 |
The following table summarizes the pro forma
shares of common stock of the Combined Company outstanding immediately after the Closing of the Business Combination, excluding the potential
dilutive effect of the Earn-Out Shares and outstanding options:
| Shares | Voting conversion | Voting rights, % | ||||||||||
| Hyperfine Stockholders | 37,898,724 | 193,461,224 | 54.30 | % | ||||||||
| Liminal Stockholders | 10,326,869 | 140,814,841 | 39.50 | % | ||||||||
| HealthCor Stockholders | 3,557,756 | 3,557,756 | 1.00 | % | ||||||||
| Parent Sponsor | 5,534,000 | 5,534,000 | 1.60 | % | ||||||||
| Other Initial Stockholders | 105,000 | 105,000 | 0.10 | % | ||||||||
| PIPE Investors | 12,610,000 | 12,610,000 | 3.50 | % | ||||||||
| Closing Shares | 70,032,349 | 356,082,821 | 100.00 | % |
Note 2 - Basis of Presentation
historical financial information of HealthCor, Hyperfine and Liminal has been adjusted in the unaudited pro forma condensed combined financial
information to reflect transaction accounting adjustments related to the Business Combination in accordance with accounting principles
generally accepted in the United States ("U.S. GAAP").
the Closing of the Business Combination, HealthCor ceased to be a shell company and the Combined Company will operate under the name Hyperfine, Inc.
Under applicable accounting standards, the Companies are determined to be the accounting acquirer in the Business Combination, which will
be treated as a reverse recapitalization, as Hyperfine's and Liminal's former owners retain control of the combined entity
after the Business Combination. Under the reverse recapitalization model, the Business Combination is reflected as the equivalent of Hyperfine
and Liminal issuing stock for the net assets of HealthCor, accompanied by a recapitalization whereby no goodwill or other intangible assets
Combination costs that are determined to be directly attributable and incremental to the Business Combination are deferred and recorded
as other assets in the balance sheet until the Business Combination closes. For purposes of the pro forma, such costs are recorded as
a reduction in cash and cash equivalents with a corresponding reduction of additional paid-in capital.
unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2021 includes transaction
costs of HealthCor and Hyperfine in the amount of $1,609 and $1,055, respectively. The unaudited pro forma condensed combined statement