Healthwell Acquisition Corp. I (“Healthwell,” “HWEL” or the
“Company”) (NASDAQ: HWEL) announced today that it has postponed
until further announcement the date of the special meeting of the
Company’s stockholders (the “Meeting”) to approve its proposed
business combination with Starton Therapeutics, Inc. (“Starton”)
and related transactions that had been scheduled for 10:00 a.m.
Eastern Time on October 25, 2023. At the Meeting, the stockholders
will vote on the proposals set forth in Healthwell’s proxy
statement/prospectus dated October 2, 2023 and filed with the
Securities and Exchange Commission to approve the business
combination with Starton and related proposals described therein
(collectively, the “Proposals”).
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the full release here:
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The Company intends to schedule a new date for the postponed
Meeting as soon as practicable. The Company will issue a separate
press release to announce the new Meeting date at least two
business days before the new Meeting date. Stockholders may
continue to submit redemption requests prior to 5:00 p.m., Eastern
Time, two business days prior to the vote at the rescheduled
Meeting.
The record date for the Meeting remains the close of business on
September 14, 2023 (the “Record Date”). Stockholders who have
previously submitted their proxy or otherwise voted and who do not
want to change their vote need not take any action. Stockholders as
of the Record Date can vote, even if they have subsequently sold
their shares.
The HWEL board of directors and management respectfully request
all HWEL stockholders as of the Record Date to please vote and send
their proxies as soon as possible.
No changes have been made in the Proposals to be voted on by
stockholders at the adjourned portion of the Meeting.
HWEL STRONGLY ADVISES ALL ITS STOCKHOLDERS TO READ THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER PROXY MATERIALS
RELATING TO THE MEETING BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
SUCH MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC WEBSITE AT
www.sec.gov. In addition, copies of the proxy statement and other
documents may be obtained free of charge by directing a written
request to:
Morrow Sodali LLC 333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902 Individuals call toll-free (800) 662-5200 Banks
and brokers call (203) 658-9400 E-mail:
HWEL.info@investor.morrowsodali.com
Voting Instructions
All HWEL stockholders as of the Record Date can vote, even if
they have subsequently sold their shares, and HWEL encourages its
stockholders to do so before 11:59 p.m. Eastern Time on the day
prior to the new Meeting date. Stockholders are reminded that their
votes are extremely important and are urged to complete, sign, date
and mail their proxy card at their earliest convenience.
Stockholders may also vote by telephone or via the Internet by
following the instructions printed on the proxy card.
Redemption Rights
HWEL stockholders electing to exercise their redemption rights
are advised to review and comply with the provisions with respect
thereto in the proxy statement/prospectus.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD
COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR HWEL UNITS INTO
THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO
EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC
SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT AT LEAST
TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING, THAT
YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (3) DELIVER YOUR SHARE
CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER
AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST
COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH
CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN
THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS
COMBINATION IS NOT CONSUMMATED, THEN THESE SHARES WILL NOT BE
REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL
NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO
WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR
REDEMPTION RIGHTS. SEE THE SECTION OF THE PROXY
STATEMENT/PROSPECTUS TITLED “SPECIAL MEETING OF THE STOCKHOLDERS —
REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.
About Starton Therapeutics, Inc.
A clinical-stage biotechnology platform company focused on
transforming standard of care therapies with proprietary continuous
delivery technology, so people with cancer can receive continuous
treatment to live better, longer. Starton’s proprietary transdermal
technology is intended to increase efficacy of approved drugs, to
make them more tolerable and expand their potential use. To learn
more, visit www.startontx.com.
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.
Additional Information and Where to Find It
In connection with the transactions contemplated by the business
combination agreement, dated April 27, 2023 (as amended on May 15,
2023, August 10, 2023 and September 17, 2023, and as may be further
amended or supplemented from time to time, the “Business
Combination Agreement,” and all of the transactions contemplated
thereunder, the “Transaction”), by and among Starton, Healthwell,
HWEL Holdings Corp., a Delaware corporation and wholly-owned
subsidiary of Healthwell (“Pubco”), and other parties thereto,
Pubco filed a registration statement on Form S-4 with the U.S.
Securities and Exchange Commission (the “SEC”) on May 15, 2023 (as
may be amended or supplemented from time to time, the “Registration
Statement”), which includes a proxy statement and a prospectus in
connection with the Transaction. The Registration Statement was
declared effective on September 29, 2023 and the final prospectus
(the “Prospectus”) was filed by Pubco on October 2, 2023.
STOCKHOLDERS OF HEALTHWELL ARE ADVISED TO READ THE DEFINITIVE PROXY
STATEMENT, THE PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR
THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION,
AND ANY AMENDMENTS THERETO, AS THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. THIS DOCUMENT WILL NOT CONTAIN
ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE
TRANSACTION. IT IS ALSO NOT INTENDED TO FORM THE BASIS OF ANY
INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF THE
TRANSACTION. The definitive proxy statement and other relevant
documents were mailed on or about October 2, 2023 to the
stockholders of Healthwell as of September 14, 2023, the record
date established for voting on the Transaction. Stockholders and
other interested persons will also be able to obtain copies of the
definitive proxy statement, the Prospectus and other documents
filed the SEC that will be incorporated by reference therein,
without charge, 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. I, 1001 Green Bay Rd, #227 Winnetka, IL 60093; e-mail:
healthwell.management@healthwellspac.com.
Forward-Looking Statements
This communication 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
$10 million, and the requirement that the Business Combination
Agreement 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 Business Combination Agreement; (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 Business
Combination Agreement 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 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. You 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 (the “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 Prospectus and other
documents filed or to be filed by Healthwell and Pubco 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. You 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 information herein does not purport to be all-inclusive. The
information herein 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, stockholders,
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 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.
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 the 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, are set forth in
the Registration Statement relating to the Transaction. 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231023710486/en/
Starton Therapeutics Investors@startontx.com
Healthwell HealthwellSPAC@edelman.com
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