will not be repriced in the Option Repricing. The Option Repricing will become effective on the 20th calendar day after the completion of the mailing to the Companys stockholders of this
Notice and Information Statement. The effective date is currently expected to be October 31, 2022. In the event that the 20th calendar day is not a trading day for The Nasdaq Stock Market, the Option Repricing will become effective on the first
trading day on The Nasdaq Stock Market thereafter. Participation in the Option Repricing is not voluntary or discretionary. Accordingly, the exercise price of each Relevant Option (vested or unvested) will be automatically amended, without any
action required by the holder thereof. Under the Option Repricing, the exercise price of a Relevant Option will not be amended in a manner that increases the exercise price above the current exercise price.
Description of the Business Combination Completed in December 2021
On December 22, 2021, HealthCor Catalio Acquisition Corp., a blank check company incorporated as a Cayman Islands exempted company with
limited liability (HealthCor and after the Business Combination described herein, the Company), after domesticating as a Delaware corporation on December 21, 2021, consummated the previously announced business
combination (the Business Combination) pursuant to the terms of the Business Combination Agreement, dated as of July 7, 2021 (the Business Combination Agreement), by and among HealthCor, Optimus Merger Sub I, Inc., a
Delaware corporation and wholly owned subsidiary of HealthCor (Merger Sub I), Optimus Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of HealthCor (Merger Sub II), Hyperfine, Inc., a Delaware
corporation (Legacy Hyperfine), and Liminal Sciences, Inc., a Delaware corporation (Liminal). On December 22, 2021, immediately upon the consummation of the Business Combination, and such completion, the
Closing and such date, the Closing Date, Merger Sub I merged with and into Legacy Hyperfine (the Hyperfine Merger), with Hyperfine surviving the Hyperfine Merger as a wholly owned subsidiary of HealthCor, and
Merger Sub II merged with and into Liminal (the Liminal Merger), with Liminal surviving the Liminal Merger as a wholly owned subsidiary of HealthCor. We refer to the Hyperfine Merger and the Liminal Merger as the Mergers. In
addition, immediately prior to the Closing, HealthCor issued 12,610,000 shares of Class A common stock at a purchase price of $10.00 per share (the PIPE Investment) to certain institutional investors and accredited investors (the
PIPE Investors). 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. and subsequently to Liminal Sciences, Inc. Following the Closing, the Companys Class A common stock is listed on The Nasdaq Global Market under the symbol HYPR. Unless the
context requires otherwise, references in this Information Statement to the Company, we, us, and our refer to Hyperfine, Inc. and its wholly-owned subsidiaries, including Legacy Hyperfine and Liminal,
as the case may be.
The total number of shares of the Companys Class A Common Stock outstanding immediately following the
Closing was approximately 54,977,061 comprising (i) 29,711,224 shares of Class A Common Stock issued to Legacy Hyperfine stockholders (other than certain holders of Legacy Hyperfine Series A preferred stock); (ii) 3,459,081
shares of Class A Common Stock issued to Liminal stockholders (other than certain holders of Liminal Series A-1 preferred stock); (iii) 12,610,000 shares of Class A Common Stock issued in
connection with the Closing to the PIPE Investors pursuant to the PIPE Investment; (iv) 5,639,000 shares of Class A Common Stock, including 5,025,000 shares of Class A Common Stock issued immediately prior to the effective time of the
Mergers (the Effective Time) to the initial shareholders of HealthCor upon conversion of the 5,025,000 shares of HealthCor Class B common stock outstanding immediately prior to the Effective Time (following the issuance of the
5,175,000 shares of HealthCor Class B common stock upon the conversion of the 5,175,000 HealthCor Class B ordinary shares held by the initial shareholders and after reflecting the irrevocable forfeiture by HC Sponsor LLC (the
Sponsor) to HealthCor of 150,000 shares of HealthCor Class B common stock for no consideration and automatic cancellation as of immediately prior to the Closing) and 614,000 shares of Class A Common Stock issued to the Sponsor;
and (v) 3,557,756 shares of Class A Common Stock issued to the Companys public stockholders holding 3,557,756 HealthCor Class A ordinary shares outstanding at the Effective Time, after reflecting redemptions of 17,142,244 shares
of HealthCor Class A common stock. Immediately following the Closing, Jonathan M. Rothberg, Ph.D. held approximately 84.9% of the combined voting power of the Company. As of September 15, 2022, Dr. Rothberg held approximately 84.9% of
the combined voting power of the Company.
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