Item 7.01 Regulation FD Disclosure.
On April 27, 2023, Healthwell
Acquisition Corp. I (“Healthwell”) and Starton Therapeutics, Inc. (“Starton”) issued a joint press
release announcing the execution of a definitive Business Combination Agreement, dated as of April 27, 2023 (the “BCA”).
Pursuant to the BCA, subject to the terms and conditions set forth therein, HWEL Holdings Corp., a newly formed wholly-owned subsidiary
of Healthwell (“Pubco”), will acquire Starton for aggregate base consideration of $260 million, including $20 million
of incentive shares provided to potential PIPE investors, subject to adjustments for debt (net of cash) and certain other adjustments,
which consideration shall be payable in shares of Pubco common stock, or shares of a newly created Canadian subsidiary of Pubco. A copy
of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Attached as Exhibit 99.2 to
this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the investor presentation (the “Investor
Presentation”) of Starton that may be used by Starton and Healthwell in connection with the transactions contemplated by the
Business Combination Agreement.
The Investor Presentation
is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Additional Information and Where to Find
It
In connection with the proposed Transaction, Pubco
intends to file a registration statement on Form S-4 (as may be amended or supplemented from time to time, the “Registration
Statement”) with the U.S. Securities and Exchange Commission (the “SEC”), which will include a preliminary
proxy statement and a prospectus in connection with the Transaction. STOCKHOLDERS OF Healthwell
Acquisition Corp. I ARE ADVISED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT, ANY AMENDMENTS THERETO, THE DEFINITIVE
PROXY STATEMENT, THE 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. THIS DOCUMENT WILL NOT CONTAIN ALL THE INFORMATION
THAT SHOULD BE CONSIDERED CONCERNING THE PROPOSED TRANSACTION. IT IS ALSO NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION OR
ANY OTHER DECISION IN RESPECT OF THE PROPOSED TRANSACTION. When available, the definitive proxy statement and other relevant documents
will be mailed to the stockholders of Healthwell as of a record date to be established for voting on the Transaction. Stockholders and
other interested persons will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement, the Registration
Statement and other documents filed the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s
website at www.sec.gov.
Healthwell’s stockholders will also be able
to obtain a copy of such documents, without charge, by directing a request to: Healthwell Acquisition Corp., 1001 Green Bay Rd, #227
Winnetka, IL 60093; e-mail: healthwell.management@healthwellspac.com.
Forward-Looking Statements
This report contains forward-looking statements
for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Any
statements other than statements of historical fact contained herein are forward-looking statements. Such forward-looking statements include,
but are not limited to, expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding Starton
and the Transaction and the future held by the respective management teams of Healthwell or Starton, the anticipated benefits and the
anticipated timing of the Transaction, future financial condition and performance of Starton and expected financial impacts of the Transaction
(including future revenue, pro forma enterprise value and cash balance), the satisfaction of closing conditions to the Transaction, financing
transactions, if any, related to the Transaction, the level of redemptions of Healthwell’s public stockholders and the products
and markets and expected future performance and market opportunities of Starton. These forward-looking statements generally are identified
by the words “anticipate,” “believe,” “could,” “expect,” “estimate,” “future,”
“intend,” “may,” “might,” “strategy,” “opportunity,” “plan,” “project,”
“possible,” “potential,” “project,” “predict,” “scales,” “representative
of,” “valuation,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions, but the absence of these words does not mean that a statement
is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future
events to differ materially from the forward-looking statements in this communication, including, without limitation: (i) the risk that
the Transaction may not be completed in a timely manner or at all, which may adversely affect the price of Healthwell’s securities;
(ii) the risk that the Transaction may not be completed by Healthwell’s business combination deadline and the potential failure
to obtain an extension of the business combination deadline if sought by Healthwell; (iii) the failure to satisfy the conditions to the
consummation of the Transaction, including, among others, the condition that Healthwell has cash or cash equivalents of at least $15 million,
and the requirement that the BCA and the transactions contemplated thereby be approved by the stockholders of each of Healthwell and Starton;
(iv) the failure to obtain any applicable regulatory approvals required to consummate the Transaction; (v) the occurrence of any event,
change or other circumstance that could give rise to the termination of the BCA; (vi) the effect of the announcement or pendency of the
Transaction on Starton’s business relationships, operating results, and business generally; (vii) risks that the Transaction disrupts
current plans and operations of Starton; (viii) the risk that Pubco may not be able to raise funds in a PIPE financing or may not be able
to raise as much as anticipated; (ix) the outcome of any legal proceedings that may be instituted against Starton or Healthwell related
to the BCA or the Transaction; (x) the ability to maintain the listing of Healthwell’s securities on a national securities exchange
or failure of Pubco to meet initial listing standards in connection with the consummation of the Transaction; (xi) uncertainty regarding
outcomes of Starton’s ongoing clinical trials, particularly as they relate to regulatory review and potential approval for its product
candidates; (xii) risks associated with Starton’s efforts to commercialize a product candidate; (xiii) Starton’s ability to
negotiate and enter into definitive agreements for supply, sales, marketing, and/or distribution on on favorable terms, if at all; (xiv)
the impact of competing product candidates on Starton’s business; (xv) intellectual property-related claims; and (xvi) Starton’s
ability to attract and retain qualified personnel; and (xvii) Starton’s ability to continue to source the raw materials for its
product candidates.
The foregoing list of factors is not exhaustive.
Recipients should carefully consider such factors and the other risks and uncertainties described and to be described in the “Risk
Factors” section of Healthwell’s initial public offering (“IPO”) prospectus filed with the SEC on August
4, 2021, Healthwell’s Annual Report on Form 10-K filed for the year ended December 31, 2022 filed with the SEC on March 3, 2023
and subsequent periodic reports filed by Healthwell with the SEC, the Registration Statement and other documents filed or to be filed
by Healthwell from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Recipients are cautioned not to put undue reliance on forward-looking statements, and neither Starton,
Healthwell nor Pubco assume any obligation to, nor intend to, update or revise these forward-looking statements, whether as a result of
new information, future events, or otherwise, except as required by law. Neither Starton, Healthwell nor Pubco gives any assurance that
either Starton or Healthwell, or the combined company, will achieve its expectations.
Information Sources; No Representations
The communication furnished herewith has been
prepared for use by Healthwell and Starton in connection with the Transaction. The information therein does not purport to be all-inclusive.
The information therein is derived from various internal and external sources, with all information relating to the business, past performance,
results of operations and financial condition of Healthwell derived entirely from Healthwell and all information relating to the business,
past performance, results of operations and financial condition of Starton derived entirely from Starton. No representation is made as
to the reasonableness of the assumptions made with respect to the information therein, or to the accuracy or completeness of any projections
or modeling or any other information contained therein. Any data on past performance or modeling contained therein is not an indication
as to future performance.
No representations or warranties, express or implied,
are given in respect of the communication. To the fullest extent permitted by law in no circumstances will Healthwell, Starton or Pubco,
or any of their respective subsidiaries, affiliates, shareholders, representatives, partners, directors, officers, employees, advisors
or agents, be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of the this
communication (including without limitation any projections or models), any omissions, reliance on information contained within it, or
on opinions communicated in relation thereto or otherwise arising in connection therewith, which information relating in any way to the
operations of Starton has been derived, directly or indirectly, exclusively from Starton and has not been independently verified by Healthwell.
Neither the independent auditors of Healthwell nor the independent auditors of or Starton audited, reviewed, compiled or performed any
procedures with respect to any projections or models for the purpose of their inclusion in the communication and, accordingly, neither
of them expressed any opinion or provided any other form of assurances with respect thereto for the purposes of the communication.
Prior Disclosures
Starton is aware that its CEO appeared on the
television program “Unicorn Hunters” on June 7, 2021. During that appearance, the CEO made a number of representations as
to Starton’s approach to reformulating drug products to improve efficacy, tolerability and patients’ quality of life. As part
of these representations, the CEO raised the specific example of Starton’s investigational reformulation of Revlimid™. While
Starton believes in the value of its product, it understands that any clinical superiority claims cannot be made absent specific findings
from rigorous clinical studies which Starton has not undertaken. The CEO’s comments on the television program were not intended
to suggest Starton has conducted such studies; Starton does not have data to support these specific representations and disclaims any
representations or purported representations by its CEO which either stated or implied the contrary.
Trademarks and Tradenames
This communication includes trademarks of Starton,
which are protected under applicable intellectual property laws and are the property of Starton or its subsidiaries. This communication
also includes other trademarks, trade names and service marks that are the property of their respective owners. We do not intend our use
or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship
of us by, any other companies.
Participants in the Solicitation
Healthwell, Starton, Pubco and their respective
directors and executive officers may be deemed participants in the solicitation of proxies of Healthwell’s stockholders in connection
with the Transaction. Healthwell’s stockholders and other interested persons may obtain more detailed information regarding the
names, affiliations, and interests of certain of Healthwell executive officers and directors in the solicitation by reading Healthwell’s
final prospectus filed with the SEC on August 4, 2021 in connection with Healthwell’s IPO, Healthwell’s Annual Report on Form
10-K for the year ended December 31, 2022 filed with the SEC on March 3, 2023 and Healthwell’s other filings with the SEC. A list
of the names of such directors and executive officers and information regarding their interests in the Transaction, which may, in some
cases, be different from those of stockholders generally, will be set forth in the Registration Statement relating to the Transaction
when it becomes available. These documents can be obtained free of charge from the source indicated above.
No Offer or Solicitation
This communication shall not constitute a solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the Transaction. This communication shall not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state
or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom.