UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 3, 2023
Healthwell Acquisition Corp. I
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40697 |
|
86-1911840 |
(State or other jurisdiction
of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
1001 Green Bay Rd, #227
Winnetka,
IL |
|
60093 |
(Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (847) 230-9162
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under
any of the following provisions:
☒ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant |
|
HWELU |
|
The Nasdaq Stock Market
LLC |
Class A common stock, par value $0.0001 per share |
|
HWEL |
|
The Nasdaq Stock Market
LLC |
Redeemable warrants, each warrant exercisable for one share of Class A common stock for $11.50 per share |
|
HWELW |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.02 Termination
of a Material Definitive Agreement.
As
previously disclosed by Healthwell Acquisition Corp. I, a Delaware corporation (“Healthwell”), in a Current Report
on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 3, 2023, Healthwell entered
into a business combination agreement on April 27, 2023 (as amended on May 15, 2023, August 10, 2023, and September 17, 2023, the “Business
Combination Agreement”) with Starton Therapeutics, Inc., a British Columbia corporation (“Starton”), HWEL
Holdings Corp., a Delaware corporation and wholly-owned subsidiary of Healthwell (“Pubco”), HWEL Merger Sub Corp.,
a Delaware corporation and wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), 1412384 B.C. Unlimited Liability
Company, a British Columbia unlimited liability company and wholly-owned subsidiary of Pubco (“CallCo”), 1412388 B.C.
Ltd, a British Columbia corporation and wholly-owned subsidiary of CallCo (“ExchangeCo”), Healthwell Acquisition Corp.
I Sponsor LLC, a Delaware limited liability company, as the representative from and after the Effective Time (as defined in the Business
Combination Agreement) of the stockholders of Pubco (other than the Starton Shareholders (as defined below) and their successors and
assignees) (the “Purchaser Representative”), and Kiriakos Charlie Perperidis, in the capacity as the representative
of the shareholders of Starton (the “Starton Shareholders”) from and after the Effective Time (the “Seller
Representative” and collectively with Healthwell, Starton, Pubco, Purchaser Merger Sub, CallCo, ExchangeCo and the Purchaser
Representative, the “Parties”) (all of the transactions contemplated by the Business Combination Agreement, including
the issuances of securities thereunder, the “Transaction”). Unless otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed thereto in the Business Combination Agreement.
On November 3, 2023, Healthwell received written notice from Starton
that Starton had elected to terminate the Business Combination Agreement pursuant to Section 10.1(b) thereof because the conditions to
Closing set forth therein had not been satisfied or waived on or prior to November 3, 2023, the Outside Date under the Business Combination
Agreement. As a result, Healthwell will seek an alternative business combination.
As a result of the termination of the
Business Combination Agreement, the Business Combination Agreement will be of no further force and effect (other than certain customary limited provisions that survive termination pursuant to the terms of the Business
Combination Agreement), and the Sponsor Support
Agreement and the Voting Agreements that were entered into in connection with the Business Combination Agreement will also
automatically terminate in accordance with their respective terms.
Item 8.01 Other
Events.
On
November 3, 2023, Healthwell issued a press release announcing the termination of the Business Combination Agreement. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. As a result of the termination of the Business Combination
Agreement, Pubco intends to withdraw its registration statement on Form S-4, as amended from time to time, initially filed with the SEC
on May 15, 2023.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
November 6, 2023
|
Healthwell Acquisition Corp. I |
|
|
|
|
By: |
/s/ Alyssa
Rapp |
|
|
Name: |
Alyssa Rapp |
|
|
Title: |
Chief Executive Officer |
3
Exhibit 99.1
Healthwell
Acquisition Corp. I Announces Termination of Business Combination with Starton Therapeutics, Inc.
November 03, 2023 07:00 PM Eastern Daylight
Time
WINNETKA, Ill.--(BUSINESS WIRE)--Healthwell
Acquisition Corp. I (“Healthwell”) (Nasdaq: HWEL) announced today that its previously announced Business Combination Agreement
in connection with its planned business combination with Starton Therapeutics, Inc. (“Starton”) was terminated by Starton.
The conditions to the closing of the initial business combination were not satisfied or waived by the outside date of November 3, 2023.
As a result, Healthwell will seek an alternative business combination.
About Healthwell
Healthwell is a blank check company, also
commonly referred to as a special purpose acquisition company, or SPAC, 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.
Forward Looking Statements
This press release contains statements that
may constitute “forward-looking statements,” including with respect to Healthwell’s pursuit of an alternative business
combination. No assurance can be given that Healthwell will be successful in seeking and consummating such alternative business combination.
Forward-looking statements are subject to numerous conditions, many of which are beyond the control of Healthwell, including those set
forth in the Risk Factors section of Healthwell’s public filings with the SEC. Copies are available on the SEC’s website, www.sec.gov.
Healthwell undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required
by law.
Contacts
HealthwellSPAC@edelman.com
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