PR90536

Alpha Tau and Healthcare Capital Corp. to Combine and Create A Publicly Traded Company Focused on Transforming the Treatment of Solid Tumors Through the Precision Delivery of Alpha Radiation

JERUSALEM, Israel and WILMINGTON, Del., July 9, 2021 /PRNewswire=KYODO JBN/ --

- Alpha Tau's proprietary Alpha DaRT(TM) 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(TM) 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.

Alpha Tau Medical Limited ("Alpha Tau"), the developer of the pioneering

alpha-radiation cancer therapy Alpha DaRT(TM), 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(TM) (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(TM) 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 DaRT(TM)"

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 DaRTtechnology for the treatment of solid tumors.

Alpha DaRT(TM)(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(TM) 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

Source: Alpha Tau Medical