Mintz is serving as legal advisor to Hyperfine, Inc. (Hyperfine), creator of the first U.S. Food and Drug Administration (FDA)-cleared portable magnetic resonance imaging (MRI) device, and Liminal Sciences, Inc. (Liminal), a medical device development company dedicated to non-invasive measurement of key vital signs in the brain, in their proposed business combination with HealthCor Catalio Acquisition Corp. (Nasdaq: HCAQ), a healthcare-focused special purpose acquisition company (SPAC). The transaction is supported by an oversubscribed $126.1 million private investment in public equity (PIPE) with participation from leading institutional investors and reflects a pro forma enterprise value for the combined company of approximately $580 million. Upon closing, which is expected to take place in the fourth quarter of 2021, the combined company will be renamed Hyperfine, Inc. and begin trading on the Nasdaq stock market under the ticker symbol “HYPR.”
Founded by scientist and serial entrepreneur Dr. Jonathan Rothberg, Hyperfine is an innovative medical technology business with a mission to provide affordable and accessible imaging and monitoring to revolutionize healthcare for people around the world. Hyperfine’s FDA-cleared, commercially available Swoop™ imaging system can be used by healthcare professionals to make fast, effective clinical diagnoses. The easy-to-use interface and portable design make it accessible for use in hospitals, clinics, and other settings outside of the conventional MRI suite. Hyperfine employs a simple subscription-based business model and supports imaging at a fraction of the costly outlay associated with conventional MRI systems.
Also founded by Dr. Rothberg, Liminal’s vision is to make brain monitoring as simple as taking blood pressure measurements. The company is developing an advanced, non-invasive technology to monitor brain vital signs, including blood flow and pressure. There are significant clinical opportunities for non-invasive brain monitoring to help patients across the care continuum, including immediate applications in traditional care settings such as intensive care units; long term potential in new care settings such as operating room, emergency room, and outpatient care; and eventually the possibility to monitor patients at home, subject to regulatory authorization.
This transaction is designed to create a combined company with synergistic advantages across imaging and monitoring, and the potential to expand the existing $23 billion global imaging market by developing solutions across the care continuum.
Once completed, this transaction will mark the third public listing of companies founded by Dr. Rothberg’s 4Catalyzer incubator via SPAC combination this year. Mintz represented Dr. Rothberg’s Butterfly Network, an innovative digital health company that is working to enable universal access to superior medical imaging; and Quantum-SI Inc., a pioneer in next-generation semiconductor chip-based proteomics, in their go-public De-SPAC transactions, which closed earlier this year. The firm continues its longstanding client relationship with Dr. Rothberg and his groundbreaking companies.
The Mintz team advising Hyperfine and Liminal is led by Managing Member of Mintz’s Boston Office and Chair of the firm’s Corporate, Tax, Private Client & Immigration Division Michael Fantozzi, Member and Chair of the firm’s Israel Practice Ran Zioni, and Member John Condon.
Mintz is a pioneering firm, recognized as an early adopter and at the forefront of SPAC transactions since the early 2000s. Having handled the first-ever New York Stock Exchange SPAC transaction, the firm’s interdisciplinary team draws from decades of experience guiding clients in a broad spectrum of industries through the intricacies of SPAC financings. Notably, the firm has handled over 55 SPAC and reverse merger transactions and worked on several recent SPACs for multi-billion-dollar value companies. Please click here to learn more about Mintz’s SPAC Practice.
In addition, the firm continues its leadership role in life sciences. The firm’s attorneys advise hundreds of businesses and other organizations across the sector’s ecosystem—from start-ups and emerging growth companies to large public companies as well as venture capital and private equity firms, investment banks, and research and academic institutions—on pivotal deals, mission-critical disputes, intellectual property, and regulatory matters. Learn more about Mintz’s Life Sciences Practice here.