On September 15, 2021, HeartFlow Holding, Inc., a
Delaware corporation (the “Company” or “HeartFlow”), posted an Investor Presentation on the Investors section of
the Company’s website at www.heartflow.com. A copy of the Investor Presentation is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
The information and exhibit contained in this Item 8.01 is being furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall
it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth
by specific reference in such filing.
Additional Information
As previously announced, on
July 15, 2021, Longview entered into a business combination agreement (as it may be amended, supplemented or otherwise modified from
time to time, the “Business Combination Agreement” and the transactions completed therein, the “Business Combination”),
by and among the Company, HM Halo Merger Sub, Inc., a wholly-owned subsidiary of the Company, and HeartFlow.
Important Information about the Business Combination and Where
to Find It
In connection with the proposed Business Combination, the Longview
has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration
Statement”), which includes a preliminary proxy statement/prospectus and, as amended, will include a definitive proxy statement/prospectus,
and certain other related documents, which will be both the proxy statement to be distributed to holders of shares of Longview’s
common stock in connection with Longview’s solicitation of proxies for the vote by Longview’s stockholders with respect to
the Business Combination and other matters as may be described in the Registration Statement, as well as the prospectus relating to the
offer and sale of the securities of Longview to be issued in the Business Combination. Longview’s stockholders and other interested
persons are advised to read the preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto
and the definitive proxy statement/prospectus, as well as other documents filed with the SEC in connection with the proposed Business
Combination, as these materials will contain important information about the parties to the Business Combination Agreement, Longview and
the proposed Business Combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus and
other relevant materials for the proposed Business Combination will be mailed to stockholders of Longview as of a record date to be established
for voting on the proposed Business Combination and other matters as may be described in the Registration Statement. Stockholders will
also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other documents
filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov,
or by directing a request to: Longview Acquisition Corp., 767 Fifth Avenue, 44th Floor, New York, NY 10153, Attention: Mark Horowitz,
Chief Financial Officer or to info@longviewacquisition.com.
Participants in the Solicitation
Longview and its directors and executive officers may be deemed participants
in the solicitation of proxies from Longview’s stockholders with respect to the Business Combination. A list of the names of those
directors and executive officers and a description of their interests in Longview is contained in the Registration Statement for the Business
Combination, and is available free of charge at the SEC’s website at www.sec.gov, or by directing a request to Longview Acquisition
Corp., 767 Fifth Avenue, 44th Floor, New York, NY 10153, Attention: Mark Horowitz, Chief Financial Officer or to info@longviewacquisition.com.
Additional information regarding the interests of such participants is contained in the Registration Statement.
HeartFlow and its directors and executive officers may also be deemed
to be participants in the solicitation of proxies from the stockholders of Longview in connection with the Business Combination. A list
of the names of such directors and executive officers and information regarding their interests in the Business Combination is contained
in the Registration Statement.
Forward-Looking Statements
This communication includes “forward-looking statements”
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Longview’s
and HeartFlow’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely
on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,”
“could,” “should,” “believes,” “predicts,” “potential,” “continue,”
and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements.
These forward-looking statements include, without limitation, Longview’s and HeartFlow’s expectations with respect to future
performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business
Combination and the timing of the completion of the Business Combination. These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Longview’s
and HeartFlow’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the
ability of Longview and HeartFlow prior to the Business Combination, and New HeartFlow following the Business Combination, to meet the
closing conditions in the Business Combination Agreement, including due to failure to obtain approval of the stockholders of Longview
and HeartFlow or certain regulatory approvals, or failure to satisfy other conditions to closing in the Business Combination Agreement;
(2) the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted
against Longview and HeartFlow following the announcement of the Business Combination Agreement and the transactions contemplated therein,
that could give rise to the termination of the Business Combination Agreement or could otherwise cause the transactions contemplated therein
to fail to close; (3) the inability to obtain or maintain the listing of the combined company’s Class A common stock on
the New York Stock Exchange, as applicable, following the Business Combination; (4) the risk that the Business Combination disrupts
current plans and operations as a result of the announcement and consummation of the Business Combination; (5) the inability to recognize
the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of the
combined company to grow and manage growth profitably and retain its key employees; (6) costs related to the Business Combination;
(7) changes in applicable laws or regulations or the healthcare industry; (8) the inability of the combined company to raise
financing in the future; (9) the success, cost and timing of HeartFlow’s and the combined company’s product development
activities, including market adoption of their current and future products; (10) the inability of HeartFlow or the combined company
to obtain and maintain regulatory approval for their current and future products, and any related restrictions and limitations of any
approved product; (11) the inability of HeartFlow or the combined company to build effective sales and marketing capabilities to support
the combined company’s growth strategy; (12) the inability of HeartFlow or the combined company to maintain HeartFlow’s existing
customer, license, and collaboration agreements, and arrangements with commercial and government payers; (13) changes in existing or anticipated
clinical guidelines, or the timing of adoption of positive clinical guidelines that support the use of HeartFlow’s and the combined
company’s products; (14) the inability of HeartFlow or the combined company to compete with other companies marketing or engaged
in the development of products that aid physicians in the evaluation and treatment of coronary artery disease; (15) the size and growth
potential of the markets for HeartFlow’s and the combined company’s products, and each of their ability to serve those markets,
either alone or in partnership with others; (16) the pricing of HeartFlow’s and the combined company’s products and reimbursement
for medical procedures conducted using HeartFlow’s and the combined company’s products; (17) HeartFlow’s and the combined
company’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing; (18) HeartFlow’s
and the combined company’s financial performance; (19) the impact of COVID-19 on HeartFlow’s business and/or the ability of
the parties to complete the Business Combination; and (20) other risks and uncertainties indicated from time to time in the proxy statement/prospectus
relating to the Business Combination, including those under “Risk Factors” in the Registration Statement, and in Longview’s
other filings with the SEC.
Longview cautions that the foregoing list of factors is not exclusive.
Longview cautions investors not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Longview
does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements
to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
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 Business Combination. This communication shall also 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 any such
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities
Act.
