424B3 1 tm2212431-6_424b3.htm 424B3 tm2212431-6_424b3 - block - 22.2657127s
 Filed pursuant to Rule 424(b)(3)
 Registration No. 333-264306
PROSPECTUS
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PRIMARY OFFERING OF
15,771,732 ORDINARY SHARES
SECONDARY OFFERING OF
9,251,006 ORDINARY SHARES,
ALPHA TAU MEDICAL LTD.
This prospectus relates to the issuance from time to time by Alpha Tau Medical Ltd., a company organized under the laws of the State of Israel (“we,” “our,” the “Company” or “Alpha Tau”) of up to 15,771,732 ordinary shares, no par value per share (the “ordinary shares”), including (a) 13,629,732 ordinary shares issuable upon the exercise of warrants of the Company that were issued in exchange for the public warrants of Healthcare Capital Corp., a Delaware corporation (“HCCC”) (the “public warrants”), at the closing of the Business Combination (as defined herein), following exercise of a total of 120,268 public warrants as of May 20, 2022, and (b) 2,142,000 ordinary shares issuable upon the exercise of the warrants that were issued in exchange for the private warrants of HCCC (the “private warrants” and, together with the public warrants, the “warrants”) at the closing of the Business Combination. The public warrants of HCCC were originally issued in the initial public offering of units of HCCC at a price of $10 per unit, with each unit consisting of one share of Class A common stock of HCCC (the “HCCC Class A Shares”) and one half of one warrant of HCCC. The private warrants of HCCC were originally issued in a private placement at a price of $1.00 per warrant in connection with the initial public offering of HCCC.
This prospectus also relates to the resale, from time to time, by the selling securityholders named herein (the “Selling Securityholders”), or their pledgees, donees, transferees, or other successors in interest, of up to 9,251,006 ordinary shares (the “PIPE Shares”) issued to certain of the Selling Securityholders in a private placement that closed in connection with the Business Combination, at an issuance price of $10 per ordinary share, as described below.
Each warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per share commencing on April 6, 2022 and will expire on March 7, 2027, at 5:00 p.m., New York City time, or earlier upon redemption of the public warrants or liquidation of the Company. We may redeem the outstanding public warrants at a price of $0.01 per warrant if the last reported sales price of our ordinary shares equals or exceeds $18.00 per ordinary share (subject to adjustment in accordance with the terms of the public warrants) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders, as described herein. The private warrants have terms and provisions that are identical to those of the public warrants, except as described herein.
We are registering the PIPE Shares for resale by the Selling Securityholders named in this prospectus, or their transferees, pledgees, donees or assignees or other successors-in-interest that receive any of the shares as a gift, distribution, or other non-sale related transfer.
We are registering the offer and sale of the PIPE Shares to satisfy certain registration rights we have granted. The Selling Securityholders may offer and sell the PIPE Shares from time to time at fixed prices, at market prices or at negotiated prices, and may engage a broker, dealer or underwriter to sell the securities. In connection with any sales of the PIPE Shares offered hereunder, the Selling Securityholders, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of the Securities Act. For additional information on the possible methods of sale that may be used by the Selling Securityholders, you should refer to the section entitled “Plan of Distribution” elsewhere in this prospectus. We do not know when or in what amounts the Selling Securityholders may offer the securities for sale. The Selling Securityholders may sell any, all or none of the PIPE Shares offered by this prospectus.
All of the PIPE Shares offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any proceeds from the sale of any PIPE Shares by the Selling Securityholders. We will receive up to an aggregate of $181,374,918 from the exercise of the warrants, assuming the exercise in full of all the warrants for cash and not including the approximately $1.4 million we have previously received upon exercise of 120,268 of the public warrants prior to the date of this prospectus). If the warrants are exercised pursuant to a cashless exercise feature, we will not receive any cash from these exercises. We expect to use the net proceeds from the exercise of the warrants, if any, for general corporate purposes. We believe the likelihood that warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our ordinary shares. If the market price for our ordinary shares is less than $11.50 per share, we believe warrant holders will be unlikely to exercise their Warrants.
We will pay certain expenses associated with the registration of the securities covered by this prospectus, as described in the section entitled “Plan of Distribution.”
Our ordinary shares and warrants are listed on the Nasdaq Stock Market LLC under the trading symbols “DRTS” and “DRTSW,” respectively. On May 19, 2022, the closing prices for our ordinary shares and warrants on the Nasdaq Stock Market LLC were $5.25 per ordinary share and $0.3999 per warrant.
Prior to the special meeting of HCCC in connection with the Business Combination, holders of 26,345,782 HCCC Class A Shares exercised their right to redeem those shares for cash at a price of $10.00 per share, for an aggregate of $263,457,820, which represented approximately 95.8% of the total HCCC Class A Shares then outstanding. The ordinary shares being offered for resale in this prospectus represents a substantial percentage of our total outstanding ordinary shares as of the date of this prospectus. Additionally, if all the warrants are exercised, the holders of such warrants would own an additional 15,771,732 ordinary shares, which would then represent 18.7% of our total ordinary shares outstanding following such exercise. The sale of all the securities being offered in this prospectus could result in a significant decline in the public trading price of our ordinary shares. Despite such a decline in the public trading price, the Selling Securityholders and warrant holders may still experience a positive rate of return on the securities they purchased due to the differences in the purchase prices of which they purchased the ordinary shares and the warrants described above.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, and are subject to reduced public company reporting requirements.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 9 of this prospectus and other risk factors contained in the documents incorporated by reference herein for a discussion of information that should be considered in connection with an investment in our securities.
Neither the Securities and Exchange Commission, the Israeli Securities Authority nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is May 23, 2022.
 

 
TABLE OF CONTENTS
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FREQUENTLY USED TERMS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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F-1
You should rely only on the information contained or incorporated by reference in this prospectus or any supplement. Neither we nor the Selling Securityholders have authorized anyone else to provide you with different information. The securities offered by this prospectus are being offered only in jurisdictions where the offer is permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of each document. Our business, financial condition, results of operations and prospects may have changed since that date.
Except as otherwise set forth in this prospectus, neither we nor the Selling Securityholders have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.
 
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form F-1 filed with the Securities Exchange Commission, or the SEC. The Selling Securityholders named in this prospectus may, from time to time, sell the securities described in this prospectus in one or more offerings. This prospectus and the documents incorporated by reference herein include important information about us, the ordinary shares being issued by us, the securities being offered by the Selling Securityholders and other information you should know before investing. Any prospectus supplement may also add, update, or change information in this prospectus. If there is any inconsistency between the information contained in this prospectus and any prospectus supplement, you should rely on the information contained in that particular prospectus supplement. This prospectus does not contain all of the information provided in the registration statement that we filed with the SEC. You should read this prospectus together with the additional information about us described in the section below entitled “Where You Can Find More Information; Incorporation of Information by Reference.” You should rely only on information contained in, or incorporated by reference into, this prospectus. We have not, and the Selling Securityholders have not, authorized anyone to provide you with information different from that contained in, or incorporated by reference into, this prospectus. The information contained in this prospectus is accurate only as of the date on the front cover of the prospectus and information we have incorporated by reference in this prospectus is accurate only as of the date of the document incorporated by reference. You should not assume that the information contained in, or incorporated by reference into, this prospectus is accurate as of any other date.
We and the Selling Securityholders may offer and sell the securities directly to purchasers, through agents selected by us and/or the Selling Securityholders, or to or through underwriters or dealers. A prospectus supplement, if required, may describe the terms of the plan of distribution and set forth the names of any agents, underwriters or dealers involved in the sale of securities. See “Plan of Distribution.”
Unless otherwise indicated, all historical share-based information in this prospectus has been adjusted to give retroactive effect to the Share Split described below.
 
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INDUSTRY AND MARKET DATA
Unless otherwise indicated, information contained in this prospectus concerning Alpha Tau’s industry and the regions in which it operates, including Alpha Tau’s general expectations and market position, market opportunity, market share and other management estimates, is based on information obtained from various independent publicly available sources and other industry publications, surveys and forecasts, which Alpha Tau believes to be reliable based upon its management’s knowledge of the industry. Alpha Tau assumes liability for the accuracy and completeness of such information to the extent included in this prospectus. Such assumptions and estimates of Alpha Tau’s future performance and growth objectives and the future performance of its industry and the markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements; Market, Ranking and Other Industry Data” in this prospectus and in the headings “Risk Factors” and “Operating and Financial Review and Prospectus” in our Annual Report on Form 20-F for the year ended December 31, 2021, or our 2021 Annual Report, incorporated by reference into this prospectus.
 
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TRADEMARKS, TRADE NAMES AND SERVICE MARKS
This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. 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.
 
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PROSPECTUS SUMMARY
This summary highlights, and is qualified in its entirety by, the more detailed information included elsewhere in this prospectus. This summary does not contain all of the information that may be important to you. You should read and carefully consider the entire prospectus, especially the “Risk Factors” section of this prospectus and in our 2021 Annual Report, before deciding to invest in our ordinary shares. Unless the context otherwise requires, we use the terms “company,” “we,” “us” and “our” in this prospectus to refer to Alpha Tau Medical Ltd. and subsidiaries.
We are a clinical-stage oncology therapeutics company focused on harnessing the innate relative biological effectiveness and short range of alpha particles for use as a localized radiation therapy for solid tumors. Our proprietary Alpha DaRT technology is designed to utilize the specific therapeutic properties of alpha particles while aiming to overcome, and even harness for potential benefit, the traditional shortcomings of alpha radiation’s limited range. We believe that our Alpha DaRT technology has the potential to be broadly applicable across multiple targets and tumor types. We evaluated the feasibility, safety and efficacy of the Alpha DaRT technology in a first-in-human study of locally advanced and recurrent squamous cell carcinoma, or SCC, cancers of the skin and head and neck. Efficacy was evaluated in 28 tumors, and results showed that Alpha DaRT achieved 100% overall response rate and over 78% complete response rate. The Alpha DaRT was generally well-tolerated, with limited local toxicity and no systemic toxicity. On the basis of this clinical trial as well as some of our additional clinical trials, we received marketing approval in Israel in August 2020 for the treatment of SCC of the skin or oral cavity using the Alpha DaRT in August 2020. In June 2021, the FDA granted the Alpha DaRT Breakthrough Device Designation for the treatment of patients with SCC of the skin or oral cavity without curative standard of care. In October 2021, the FDA granted the Alpha DaRT a second Breakthrough Device Designation, in treating recurrent Glioblastoma Multiforme, or GBM, as an adjunct to standard medical therapies or as a standalone therapy after standard medical therapies have been exhausted. If approved, we expect to market our Alpha DaRT technology first in the United States before other markets, including Israel, notwithstanding the existing marketing authorization in Israel (under which we have not yet commercialized the product). To support our U.S. strategy, we are conducting a multi-center pilot feasibility trial to explore the feasibility of delivering radiotherapy for malignant skin and superficial soft tissue tumors using Alpha DaRT at Memorial Sloan Kettering Cancer Center and up to five other clinical sites around the United States. All ten patients in this trial were treated in the second half of 2021. The study met its primary feasibility endpoint, as all patients had successful delivery of radiation by Alpha DaRT. At approximately 12 weeks, all ten lesions treated demonstrated a complete response to the treatment, with no product-related serious adverse events observed. We hold exclusive rights to our proprietary Alpha DaRT technology in our core markets, including the United States and Europe.
While local radiation therapy has been a mainstay of cancer therapy for years, it has been mostly limited to modalities utilizing beta or gamma emissions, which primarily destroy cells through an indirect mechanism relying on oxygen and the generation of free radicals to cause single-strand DNA breaks. By contrast, alpha radiation has hundreds of times the linear energy transfer rate of beta-emitters. Additionally, alpha particles’ heavier mass and far shorter particle paths (less than 100 μm) relative to beta’s lighter mass and lengthier (up to 12 mm) path, have been shown to destroy radioresistant cells in clinical studies – causing multiple, irreparable, double-strand DNA breaks and other cellular damage upon direct impact – within a very short distance. Accordingly, we believe that alpha radiation has several significant potential advantages for use in cancer radiotherapy, including a high relative biological efficiency (potentially enabling it to destroy tumor cells with administration of lower levels of radiation), imperviousness to factors such as hypoxia, and a very well- defined range of travel with limited collateral damage. Nonetheless, its use has also been limited precisely due to alpha’s extremely short particle range in living tissue, as the range of less than 100 µm is insufficient to provide meaningful clinical utility.
The Alpha DaRT technology employs a series of radioactive sources that are embedded with Radium- 224 to enable a controlled, intratumoral release of alpha-emitting atoms which diffuse and decay throughout the tumor, seeking to kill cancerous cells with localized precision, while penetrating deeper into the tumor than can otherwise be reached by the limited ranges of the alpha particles themselves. Due to the inherent limited range of the alpha particles, we believe that the Alpha DaRT technology has the potential to deliver powerful and localized precise killing impact to the tumor without damage to surrounding
 
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healthy tissue. By combining the innate relative biological effectiveness and short range of alpha particles in a single- use disposable form, we believe that the Alpha DaRT could address tumors that have otherwise demonstrated poor response to radiation therapy or other standards of care, with the potential to apply to a wide range of tumors and clinical settings.
We evaluated the feasibility, safety and efficacy of the Alpha DaRT technology in a first-in-human study of locally advanced and recurrent SCC cancers of the skin and head and neck, the results of which were subsequently published in the International Journal for Radiation Oncology, Biology, Physics and which elicited a positive editorial reaction in the same journal. Efficacy was evaluated in 28 tumors of the skin and head and neck, and results showed that Alpha DaRT achieved a >78% complete response rate. The trial was conducted in an elderly (median age = 80.5 years) and largely pre-treated patient population, with 42% of the target lesions, including non-evaluated lesions, having already received radiation therapy. The Alpha DaRT was generally well- tolerated, with limited local toxicity and no systemic toxicity. Following these initial positive results, we substantially expanded its clinical evaluations in later trials to a much wider patient population. Specifically, we initiated follow-on studies at multiple clinical sites in Israel and around the world, to evaluate Alpha DaRT in cancers of the skin, superficial soft tissue, or oral cavity, regardless of cell type, which includes SCC as well as basal cell carcinoma, melanoma, skin metastases, and others. As of February 28, 2022, across our clinical trials involving superficial lesions, i.e. tumors of the skin, head or neck, Alpha DaRTs have been administered to over 100 lesions, with no treatment-related severe adverse events, and in a pooled analysis evaluating those lesions that reached the evaluation endpoint per the treatment protocol of the applicable clinical trial, we have observed an overall response rate of 98%, including a complete response rate of 74%. The supportive data from these first trials also led to the U.S. Food and Drug Administration, or FDA, granting Breakthrough Device Designation to the Alpha DaRT for the treatment of patients with SCC of the skin or oral cavity without curative standard of care.
In parallel, we are seeking FDA marketing authorization for other uses for the Alpha DaRT technology in other indications by conducting feasibility studies and then generating potentially registrational data in other indications, such as breast, pancreas and prostate cancers, or applications such as combinations with immunotherapies.
We have engaged with a number of prestigious medical and educational institutions and, as of March 31, 2022, have nine clinical studies ongoing worldwide across these two parallel strategies, namely generating data in superficial tumors as well as conducting studies in other indications.
Additionally, in our pre-clinical studies, we evaluated the Alpha DaRT on 19 tumor models (both human and mouse). Alpha DaRT sources were observed to have killed multiple types of mouse and human tumors in vivo. The intensity of the killing activity varied between tumor types, and was dependent on the ability of the radioactive atoms to diffuse inside the tumor and on the intrinsic sensitivity of the tissue to DNA damage induced by the radiation, but all tumor types showed responsiveness to Alpha DaRT, i.e., there was no observed resistance. We therefore believe that our technology may potentially be relevant for treatment across a broad range of tumors. We are currently focused on developing the Alpha DaRT for use in a number of potential applications, particularly in refractory or unresectable localized tumors which are not being adequately addressed by standard of care, tumor types with a high unmet need (such as pancreatic adenocarcinoma or glioblastoma multiforme), and metastatic tumors in combination with systemic therapies such as checkpoint inhibitors. We are also investigating the potential of the Alpha DaRT to elicit an immune response as observed in previous pre-clinical data, as well as anecdotal evidence of response from untreated tumors, or abscopal effects, which may have the potential to inhibit or even reduce metastases.
Our company was founded in November 2015 by Uzi Sofer, Alpha Tau’s Chief Executive Officer and Chairman, along with the inventors of the Alpha DaRT technology including Professor Itzhak Kelson and Professor Yona Keisari of Tel Aviv University, Alpha Tau’s Chief Physics Officer and Chief Scientific Officer, respectively. Together, they founded our company with the goal of bringing this innovative technology out of the laboratory and into patients, in order to bring hope to cancer patients around the world.
The main address of our principal executive offices is Kiryat HaMada St. 5, Jerusalem, Israel 9777605 and its telephone number is +972 (3) 577-4115.
 
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Recent Developments
On March 7, 2022 (the “Closing Date”), we consummated the previously announced business combination (the “Business Combination”) pursuant to the Agreement and Plan of Merger, dated July 7, 2021 (the “Merger Agreement”), by and among the Company, Healthcare Capital Corp., a Delaware corporation (“HCC”) and Archery Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into HCCC, with HCCC surviving (the “Business Combination”).
On the Closing Date, the following transactions occurred pursuant to the terms of the Merger Agreement:

the Company effected the conversion of all of the issued and outstanding preferred shares of Alpha Tau into Alpha Tau ordinary shares, no par value per share (“Alpha Tau ordinary shares”);

the Company effected a share split of each Alpha Tau ordinary shares, calculated in accordance with the terms of the Merger Agreement, such that each Alpha Tau ordinary share has a value of $10.00 per share after giving effect to such share split (the “Share Split”);

the Company adopted Amended and Restated Articles of Association for Alpha Tau Medical Ltd.;

Merger Sub merged with and into HCCC (the “Merger”), with HCCC being the surviving corporation in the Business Combination and becoming a wholly owned subsidiary of the Company, with the shareholders of HCCC becoming shareholders of the Company;

at the effective time of the Business Combination (the “Effective Time”), (a) each share of Class A common stock of HCCC, par value $0.0001 per share and (b) each share of Class B common stock of HCCC, par value $0.0001 per share (the “Class B common stock”), outstanding immediately prior to the Effective Time (after giving effect to the forfeiture of 4,844,375 shares of Class B common stock by the Sponsor) was exchanged for one Alpha Tau ordinary share; and

each warrant of HCCC entitling the holder to purchase one share of HCCC Class A Common Stock per warrant at a price of $11.50 per share outstanding immediately prior to the Effective Time (after giving effect to the forfeiture of 4,658,000 HCCC warrants) was assumed by the Company and converted into a warrant entitling the holder to purchase one Alpha Tau ordinary share (“Alpha Tau warrant”).
Our ordinary shares and warrants began trading on The Nasdaq Stock Market LLC on March 8, 2022 under the symbol “DRTS” and “DRTSW,” respectively.
PIPE Investment
On July 7, 2021, we entered into Subscription Agreements, together with a number of subsequent agreements since (each, a “Subscription Agreement”) with certain investors (each, a “PIPE Investor” and collectively, the “PIPE Investors”) pursuant to which, among other things, the PIPE Investors agreed to purchase on the Closing Date our ordinary shares at a price equal to $10.00 per share on the terms and subject to the conditions set forth therein for gross proceeds to us of approximately $93.3 million (the “PIPE Financing”). In connection with the closing of the Business Combination, we consummated the sale of 9,251,006 ordinary shares for gross proceeds of $92.5 million pursuant to the PIPE Financing, while $820,000 of gross proceeds of the PIPE Financing were not received from a PIPE Investor.
Liquidity and Capital Resources
We expect our expenses to increase in connection with our ongoing activities, particularly as we continue the research and development for, initiate later stage clinical trials for, and seek further marketing approvals for, our Alpha DaRT technology and other potential future product candidates. In addition, if we obtain further marketing approvals for our Alpha DaRT technology and other potential future product candidates, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution. Furthermore, following the closing of the Business Combination, we expect to incur additional costs associated with operating as a public company. Accordingly, we may need to obtain substantial additional funding in connection with our continuing operations. If we are unable to
 
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raise capital when needed or on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs or future commercialization efforts.
We expect that the proceeds we received from the Business Combination and the PIPE Financing, together with our existing cash and cash equivalents will enable us to fund our operating expenses and capital expenditure requirements for at least two years. We have based this estimate on assumptions that may prove to be wrong, and we may use our available capital resources sooner than we currently expect.
Additionally, we will receive the proceeds from any exercise of any warrants in cash. Each warrant entitles the holder thereof to purchase one ordinary share at a price of $11.50 per share. The aggregate amount of proceeds could be up to $181.4 million if all warrants are exercised for cash. We expect to use any such proceeds for general corporate and working capital purposes, which would increase our liquidity, but our ability to fund our operations is not dependent upon receipt of cash proceeds from the exercise of the warrants.
We believe the likelihood that warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our ordinary shares. If the market price for our ordinary shares is less than $11.50 per share, we believe warrant holders will be unlikely to exercise their warrants.
Summary Risk Factors
Investing in our ordinary shares involves substantial risks, and our ability to successfully operate our business and execute our growth plan is subject to numerous risks. You should consider all the information contained in this prospectus in deciding whether to invest in our ordinary shares. In particular, you should consider the risk factors described under “Risk Factors” beginning on page 9. Such risks include, but are not limited to:

We have incurred significant losses since inception and have not generated any revenue to date. We expect to incur losses over the next several years and may not be able to achieve or sustain revenues or profitability in the future;

We may need substantial additional funding, and if we are unable to raise capital when needed, we could be forced to delay, reduce or terminate the development of our Alpha DaRT technology or other product discovery and development programs or commercialization efforts;

Our limited operating history may make it difficult for you to evaluate the success of our business to date and to assess its future viability;

Our approach to the development of our proprietary Alpha DaRT technology represents a novel approach to radiation therapy, which creates significant and potentially unpredictable challenges for us;

The commercial success of our Alpha DaRT technology, if authorized for commercial sale or certified, will depend in part upon public perception of radiation therapies, and to a lesser extent, radiopharmaceuticals, and the degree of their market acceptance by physicians, patients, healthcare payors and others in the medical community;

The ongoing COVID-19 pandemic could continue to adversely impact our business, including its clinical trials, supply chain and business development activities;

The market opportunities for our Alpha DaRT technology may be smaller than it anticipated or may be limited to those patients who are ineligible for or have failed prior treatments. If we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected;

We currently have no commercial marketing and sales organization and has no experience in marketing products. If we are unable to establish marketing and sales capabilities or enter into agreements with third parties to market and sell our Alpha DaRT technology, if approved for commercial sale, we may not be able to generate product revenue;
 
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We currently conduct, and in the future intend to continue conducting, pre-clinical studies, clinical trials for our Alpha DaRT technology outside the United States, and the FDA and similar foreign regulatory authorities may not accept data from such trials;

Our Alpha DaRT technology and operations are subject to extensive government regulation and oversight both in the United States and abroad, and our failure to comply with applicable requirements could harm our business;

We may not receive, or may be delayed in receiving, the necessary marketing authorizations or certifications for our Alpha DaRT technology or any future products or product candidates, and failure to timely obtain necessary marketing authorizations or certifications for our product candidates would have a material adverse effect on our business;

If we do not obtain and maintain international regulatory registrations, marketing authorizations or certifications for any product candidates we develop, we will be unable to market and sell such product candidates outside of the United States;

If in the future Alpha DaRT is approved for commercial sale or certified, but we are unable to obtain adequate reimbursement or insurance coverage from third-party payors, we may not be able to generate significant revenue;

We may be unable to obtain a sufficient or sufficiently pure supply of radioisotopes to support clinical development or at commercial scale;

If we are unable to obtain and maintain patent or other intellectual property protection for our Alpha DaRT technology and for any other products or product candidates that we develop, or if the scope of the patent or other intellectual property protection obtained is not sufficiently broad, our competitors could develop and commercialize products and technology similar or identical to our products and technology, and our ability to commercialize any product candidates that we may develop, and our technology may be adversely affected; and

We will incur increased costs as a result of operating as a public company, and our management will devote substantial time to new compliance initiatives.
Implications of Being an Emerging Growth Company and a Foreign Private Issuer
We qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). An emerging growth company may take advantage of specified exemptions from various requirements that are otherwise applicable generally to U.S. public companies. These provisions include:

an exemption that allows the inclusion in an initial public offering registration statement of only two years of audited financial statements and selected financial data and only two years of related disclosure;

reduced executive compensation disclosure;

exemptions from the requirements of holding a non-binding advisory vote on executive compensation and any golden parachute payments not previously approved;

an exemption from compliance with the requirement of the Public Company Accounting Oversight Board regarding the communication of critical audit matters in the auditor’s report on the financial statements; and

an exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) in the assessment of the emerging growth company’s internal control over financial reporting.
The JOBS Act also permits an emerging growth company such as us to delay adopting new or revised accounting standards until such time as those standards are applicable to private companies. We have elected to use this extended transition period to enable us to comply with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we
 
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(i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. We may choose to take advantage of some but not all of these reduced reporting burdens.
We will remain an emerging growth company until the earliest of:

the last day of our fiscal year during which we have total annual revenue of at least $1.07 billion;

the last day of our fiscal year following the fifth anniversary of the closing of the Business Combination;

the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or

the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter.
In addition, we report under the Exchange Act as a “foreign private issuer.” As a foreign private issuer, we may take advantage of certain provisions under the rules that allow us to follow Israeli law for certain corporate governance matters. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time;

the rules under the Exchange Act requiring the filing with the U.S. Securities and Exchange Commission (the “SEC”) of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events; and

Regulation Fair Disclosure (“Regulation FD”), which regulates selective disclosures of material information by issuers.
Foreign private issuers, like emerging growth companies, also are exempt from certain more stringent executive compensation disclosure rules. Thus, if we remain a foreign private issuer, even if we no longer qualify as an emerging growth company, we will continue to be exempt from the more stringent compensation disclosures required of public companies that are neither an emerging growth company nor a foreign private issuer.
We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We are required to determine our status as a foreign private issuer on an annual basis at the end of our second fiscal quarter. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies:

the majority of our executive officers or directors are U.S. citizens or residents;

more than 50% of our assets are located in the United States; or

our business is administered principally in the United States.
 
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THE OFFERING
Ordinary shares issuable by us upon exercise of the warrants
15,771,732
Securities that may be offered and sold
from time to time by the Selling Securityholders
Up to 9,251,006 ordinary shares.
Terms of warrants
Each of the outstanding warrants entitles the holder to purchase one ordinary share at a price of $11.50 per share. Our warrants expire on March 7, 2027 at 5:00 p.m., New York City time.
Offering prices of the ordinary shares
The securities offered by this prospectus may be offered and sold at prevailing market prices, privately negotiated prices or such other prices as the Selling Securityholders may determine. See “Plan of Distribution.”
Ordinary shares issued and outstanding prior to any exercise of warrants
68,480,917 ordinary shares (as of May 20, 2022).
Warrants issued and outstanding
18,862,297 warrants (as of May 20, 2022), including 13,629,732 public warrants following exercise of a total of 120,268 public warrants as of May 20, 2022, 2,142,000 warrants issued to Healthcare Capital Sponsor LLC (the “Sponsor”) in exchange for warrants to purchase common stock in HCCC (the “private warrants”), and 3,090,565 warrants to purchase ordinary shares with a weighted average exercise price of $4.03 per share.
Ordinary shares to be issued and outstanding assuming exercise of all warrants
87,343,214 ordinary shares (as of May 20, 2022).
Use of proceeds
We will receive up to an aggregate of $181,374,918 from the exercise of the warrants, assuming the exercise in full of all of the warrants for cash (and not including the approximately $1.4 million we have previously received upon exercise of 120,268 of the public warrants prior to the date of this prospectus). If the warrants are exercised pursuant to a cashless exercise feature, we will not receive any cash from these exercises. We expect to use the net proceeds from the exercise of the warrants, if any, for general corporate purposes. Our management will have broad discretion over the use of proceeds from the exercise of the warrants. We believe the likelihood that warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our ordinary shares. If the market price for our ordinary shares is less than $11.50 per share, we believe warrant holders will be unlikely to exercise their warrants. See “Use of Proceeds.”
All of the PIPE Shares offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from these sales.
Dividend Policy
We have never declared or paid any cash dividend on our ordinary shares. We currently intend to retain any
 
7

 
future earnings and do not expect to pay any dividends in the foreseeable future. Any further determination to pay dividends on our ordinary shares would be at the discretion of our board of directors, subject to applicable laws, and would depend on our financial condition.
Market for our ordinary shares
and warrants
Our ordinary shares and warrants are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the trading symbols “DRTS” and “DRTSW,” respectively.
Risk factors
Prospective investors should carefully consider the “Risk Factors” beginning on page 9 for a discussion of certain factors that should be considered before buying the securities offered hereby.
 
8

 
RISK FACTORS
You should carefully consider the risks described below and the risks described in the documents incorporated by reference herein, including our 2021 Annual Report, as well as the other information included in this prospectus or incorporated by reference in this prospectus before you decide to buy our securities. The risks and uncertainties described below are not the only risks facing us. We may face additional risks and uncertainties not currently known to us or that we currently deem to be immaterial. Any of the risks described below, and any such additional risks, could materially adversely affect our business, financial condition or results of operations. In such case, you may lose all or part of your original investment.
Risks Related to this Offering
The securities being offered in this prospectus represent a substantial percentage of our outstanding ordinary shares, and the sales of such securities could cause the market price of our ordinary shares to decline significantly.
This prospectus relates, among other things, (a) to the issuance from time to time by us of up to 15,771,732 ordinary shares including (x) 13,629,732 ordinary shares issuable upon the exercise of public warrants, following exercise of a total of 120,268 public warrants as of May 20, 2022 and (y) 2,142,000 ordinary shares issuable upon the exercise of the private warrants that were issued in exchange for the private warrants of HCCC (the “private warrants”) at the closing of the Business Combination and (b) the resale from time to time by the Selling Securityholders of 9,251,006 PIPE shares. The public warrants of HCCC were originally issued in the initial public offering of units of HCCC at a price of $10 per unit, with each unit consisting of one share of Class A common stock of HCCC (the “HCCC Class A Shares”) and one half of one warrant of HCCC. The private warrants of HCCC were originally issued in a private placement at a price of $1.00 per warrant in connection with the initial public offering of HCCC. The private warrants of HCCC were originally issued in a private placement at a price of $1.00 per warrant in connection with the initial public offering of HCCC.
Prior to the special meeting of HCCC in connection with the Business Combination, holders of 26,345,782 HCCC Class A Shares exercised their right to redeem those shares for cash at a price of $10.00 per share, for an aggregate of $263,457,820, which represented approximately 95.8% of the total HCCC Class A Shares then outstanding. The ordinary shares being offered for resale in this prospectus represents 10.6% of our issued and outstanding ordinary shares as of May 20, 2022 (assuming the exercise of all our outstanding warrants). Additionally, if all the warrants are exercised, the holders of such warrants would own an additional 15,771,332 ordinary shares, which would then represent 18.7% of our total ordinary shares outstanding following such exercise. The sale of all the securities being offered in this prospectus could result in a significant decline in the public trading price of our ordinary shares. Despite such a decline in the public trading price, the Selling Securityholders and warrant holders may still experience a positive rate of return on the securities they purchased due to the differences in the purchase prices of which they purchased the ordinary shares and the warrants described above. Should our share price rise above $10 per share, then the Selling Securityholders may experience potential profit in the amount their resale of the PIPE shares exceeds the $10 purchase price paid for such PIPE shares. Additionally should our share price exceed $11.50, holders of the warrants may experience potential profit upon the exercise of a warrant and sale of underlying ordinary share in the amount such sale exceeds the $11.50 exercise price paid for the underlying ordinary share.
Future sales of a substantial number of our securities in the public market by us or our existing securityholders could cause the market price of our ordinary shares and warrants to decline significantly.
The sale of substantial amounts of ordinary shares or warrants by us or our existing securityholders, or the perception that such sales could occur, could harm the prevailing market price of our ordinary shares and warrants. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. We believe the likelihood that warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our ordinary shares. If the market price for our ordinary shares is less than $11.50 per share, we believe warrant holders will be unlikely to exercise their warrants.
 
9

 
In connection with the Business Combination, our shareholders are subject to certain restrictions on transfer with respect to the ordinary shares held prior to the closing of the Business Combination and ending on the date that is one hundred and eighty days after the completion of the Business Combination.
As restrictions on resale end, the market trading price our ordinary shares and warrants could drop significantly if the holders of these shares or warrants choose to sell or are perceived by the market as intending to be sold. These factors could also make it more difficult for us to raise additional funds through future offerings of our ordinary shares or other securities.
In addition, the ordinary shares reserved for future issuance under our equity incentive plans will become eligible for sale in the public market once those shares are issued, subject to provisions relating to vesting agreements and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144, as applicable. On April 7, 2022, we filed a registration statement on Form S-8 under the Securities Act to register our ordinary shares or securities convertible into or exchangeable for ordinary shares issued pursuant to our equity incentive plans. Such Form S-8 registration statements became effective immediately upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market upon termination of the lockup period described above.
In the future, we may also issue our securities in connection with investments or acquisitions. The amount of ordinary shares issued in connection with an investment or acquisition could constitute a material portion of our ordinary shares. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to our shareholders and have a negative impact on the market price of our ordinary shares.
 
10

 
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS; MARKET, RANKING AND OTHER INDUSTRY DATA
This prospectus contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential” or the negative of these terms or other similar expressions. Forward-looking statements include, without limitation, our expectations concerning the outlook for our business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance.,
Forward-looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to:

We have incurred significant losses since inception, and expects to incur losses over the next several years and may not be able to achieve or sustain revenues or profitability in the future;

We may need substantial additional funding, and if we are unable to raise capital when needed, we could be forced to delay, reduce or terminate the development of its Alpha DaRT technology or other product discovery and development programs or commercialization efforts;

Our limited operating history may make it difficult for you to evaluate the success of our business to date and to assess our future viability;

Our approach to the development of our proprietary Alpha DaRT technology represents a novel approach to radiation therapy, which creates significant and potentially unpredictable challenges for us;

The commercial success of our Alpha DaRT technology, if authorized for commercial sale or certified, will depend in part upon public perception of radiation therapies, and to a lesser extent, radiopharmaceuticals, and the degree of their market acceptance by physicians, patients, healthcare payors and others in the medical community;

The ongoing COVID-19 pandemic could continue to adversely impact our business, including its clinical trials, supply chain and business development activities;

The market opportunities for our Alpha DaRT technology may be smaller than it anticipated or may be limited to those patients who are ineligible for or have failed prior treatments. If we encounter difficulties enrolling patients in its clinical trials, its clinical development activities could be delayed or otherwise adversely affected;

We currently have no marketing and sales organization and has no experience in marketing products. If we are unable to establish marketing and sales capabilities or enter into agreements with third parties to market and sell our Alpha DaRT technology, if approved for commercial sale, we may not be able to generate product revenue;

We currently conduct, and in the future intend to continue conducting, pre-clinical studies, clinical trials for our Alpha DaRT technology outside the United States, and the FDA and similar foreign regulatory authorities may not accept data from such trials;

Our Alpha DaRT technology and operations are subject to extensive government regulation and oversight both in the United States and abroad, and our failure to comply with applicable requirements could harm our business;

We may not receive, or may be delayed in receiving, the necessary marketing authorizations or certifications for our Alpha DaRT technology or any future products or product candidates, and failure to timely obtain necessary marketing authorizations or certifications for our product candidates would have a material adverse effect on our business;
 
11

 

If we do not obtain and maintain international regulatory registrations, marketing authorizations or certifications for any product candidates it develops, we will be unable to market and sell such product candidates outside of the United States;

If in the future Alpha DaRT is approved for commercial sale or certified, but we are unable to obtain adequate reimbursement or insurance coverage from third-party payors, we may not be able to generate significant revenue;

We may be unable to obtain a sufficient or sufficiently pure supply of radioisotopes to support clinical development or at commercial scale;

If we are unable to obtain and maintain patent or other intellectual property protection for its Alpha DaRT technology and for any other products or product candidates that we develop, or if the scope of the patent or other intellectual property protection obtained is not sufficiently broad, our competitors could develop and commercialize products and technology similar or identical to ours, and our ability to commercialize any product candidates that it may develop, and its technology may be adversely affected;

We will incur increased costs as a result of operating as a public company, and its management will devote substantial time to new compliance initiatives; and

The other matters described in the section titled “Risk Factors” beginning on page 10.
We caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date of this prospectus. We undertake no obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that we will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear in our public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to consult. For additional information, please see the section titled “Where You Can Find More Information; Incorporation of Information by Reference” elsewhere in this prospectus.
Market, ranking and industry data used throughout this prospectus, including statements regarding market size and technology adoption rates, is based on the good faith estimates of our management, which in turn are based upon our management’s review of internal surveys, independent industry surveys and publications including third party research and publicly available information. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we are not aware of any misstatements regarding the industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus and in and “Risk Factors” andOperating and Financial Review and Prospects” in our 2021 Annual Report on Form 20-F incorporated by reference into this prospectus.
 
12

 
CAPITALIZATION
The following table sets forth our cash and cash equivalents and total capitalization as of December 31, 2021:
• on an actual basis for Alpha Tau ; and
• on a pro forma basis, giving effect to the Business Combination and the related transactions.
The information in this table should be read in conjunction with the financial statements and notes thereto and other financial information included in this prospectus, any prospectus supplement or incorporated by reference in this prospectus. Our historical results do not necessarily indicate our expected results for any future periods.
As of December 31, 2021
Actual
Pro
Forma
Cash and cash equivalents
$ 23,236 $ 116,218
Restricted cash and short-term deposits
8,698 8,698
Warrants to convertible preferred shares
18,623
Warrant liability
10,137
Ordinary shares, no par value; 72,423,360 shares authorized; 40,528,913 issued and outstanding, actual; 275,000,000 shares authorized; 67,703,409 issued and outstanding, pro forma
Additional paid-in capital
18,063 178,080
Accumulated (deficit)
(52,840) (58,319)
Total shareholders’ equity (deficiency)
(34,777) 119,761
Total capitalization
$ (34,777) $ 119,761
*
Shares and per share data are presented on a retroactive basis to reflect the closing of the Business Combination and Share Split on March 7, 2022.
Prior to the closing, 26,345,782 HCCC Class A ordinary shares were redeemed by the holders for an aggregate redemption payment of approximately $263.5 million.
 
13

 
USE OF PROCEEDS
We will receive up to an aggregate of $181,374,918 from the exercise of the warrants, assuming the exercise in full of all of the warrants for cash (and not including the approximately $1.4 million we have previously received upon exercise of 120,268 of the public warrants prior to the date of this prospectus).
If the warrants are exercised pursuant to a cashless exercise feature, we will not receive any cash from these exercises. We expect to use the net proceeds from the exercise of the warrants, if any, for general corporate purposes. Our management will have broad discretion over the use of proceeds from the exercise of the warrants. There is no assurance that the holders of the warrants will elect to exercise any or all of the warrants. To the extent that the warrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of the warrants will decrease. We believe the likelihood that warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our ordinary shares. If the market price for our ordinary shares is less than $11.50 per share, we believe warrant holders will be unlikely to exercise their Warrants. As of May 19, 2022, the closing prices for our ordinary shares and warrants on the Nasdaq Stock Market LLC were $5.25 per ordinary share and $0.3999 per warrant.
All of the ordinary shares offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from these sales.
 
14

 
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Defined terms included below have the same meaning as terms defined and included elsewhere in this prospectus.
Introduction
The following unaudited pro forma condensed combined financial information presents the combination of the financial information of HCCC and Alpha Tau adjusted to give effect to the Business Combination and consummation of the Transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.
HCCC was a blank check company that was incorporated as a Delaware corporation on August 18, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses. At December 31, 2021, there was approximately $275.0 million held in the HCCC Trust Account, or the Trust Account.
We were incorporated in the State of Israel in 2015. We are a clinical-stage oncology therapeutics company focused on harnessing the innate relative biological effectiveness and short range of alpha particles for use as a localized radiation therapy for solid tumors. Our proprietary Alpha DaRT technology is designed to utilize the specific therapeutic properties of alpha particles while aiming to overcome, and even harness for potential benefit, the traditional shortcomings of alpha radiation’s limited range. We are headquartered in Jerusalem, Israel.
The following unaudited pro forma condensed combined balance sheet as of December 31, 2021, assumes that the Transactions occurred on December 31, 2021. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 presents pro forma effect to the Transactions as if they had been completed on January 1, 2021.
The unaudited pro forma combined financial statements do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the Transactions occurred on the dates indicated. The unaudited pro forma combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
This information should be read together with HCCC’s and our audited financial statements and related notes, the sections titled “Operating and Financial Review and Prospects” in our 2021 Annual Report, and other financial information included elsewhere in this prospectus or incorporated by reference herein.
The Business Combination was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP.
The unaudited pro forma condensed combined balance sheet as of December 31, 2021 assumes that the Business Combination and related transactions occurred on December 31, 2021. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 gives pro forma effect to the Business Combination and related transactions, and HCCC’s IPO as if they had occurred on January 1, 2021. Alpha Tau and HCCC had no historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
These unaudited pro forma condensed combined financial statements are for informational purposes only. They do not purport to indicate the results that would have been obtained had the Business Combination and related transactions actually been completed on the assumed date or for the periods presented, or which may be realized in the future. The pro forma adjustments are based on the information currently available and reflect that that 26,345,782 public shareholders of HCCC exercised redemption rights with respect to their public shares for a pro rata share of the funds in HCCC’s trust account and that the PIPE
 
15

 
Investors purchased 9,251,006 ordinary shares for gross proceeds of $92.5 million in connection with the closing of the Business Combination.
The Business Combination and Related Transactions
The following represents the aggregate merger consideration reflecting the redemption of 26,345,782 shares by HCCC public stockholders and the forfeiture of 4,844,375 shares by the Sponsor:
Purchase
Price
Shares
Issued
HCCC public stockholders and Sponsor shares(1)
$ 10.00 3,184,843
(1)
Sponsor shares reflect the forfeiture of a total of 4,844,375 shares previously held by the Sponsor prior to the closing of the Business Combination.
In accordance with the Merger Agreement, we conducted the Share Split at the effective time. As part of the recapitalization, the Sponsor forfeited 4,844,375 Founder Shares and 4,658,000 private placement warrants and transferred 106,700 shares as part of the compensation paid to an advisor of HCCC in the Business Combination.
On August 8, 2021, Alpha Tau granted 1,139,133 shares as restricted share awards (the “RSUs”) and 1,126,707 options, with a strike price of $10.41. After the Share Split immediately prior to the Effective Time, 1,031,150 RSUs and 1,019,900 options with a strike price of $11.50 were outstanding. The RSUs and options vest over a four-year service period, which commenced at Closing.
Pursuant to the Merger Agreement, Merger Sub, a wholly owned subsidiary of Alpha Tau, merged with and into HCCC, with HCCC surviving the merger (the “Merger”). As a result of the consummation of the Merger and the other transactions contemplated by the Merger Agreement (the “Transactions”), HCCC became a wholly owned subsidiary of Alpha Tau and the securityholders of HCCC became securityholders of Alpha Tau. The pro forma adjustments giving effect to the Business Combination and related transactions are summarized below, and are discussed further in the footnotes to these unaudited pro forma condensed combined financial statements:

the merger of Merger Sub, a wholly-owned subsidiary of Alpha Tau, with and into HCCC, with HCCC surviving the Merger as a wholly owned subsidiary of Alpha Tau;

the consummation of the HCCC IPO, which includes the sale of public and private placement warrants;

the consummation of the Business Combination;

the reclassification of the HCCC Class A common stock, net of redemptions (see below);

the consummation of the PIPE Financing;

the conversion of the Alpha Tau preferred shares to permanent equity;

the Share Split;

the accounting for transaction costs incurred by both HCCC and Alpha Tau; and

the issuance of equity awards to Alpha Tau employees, Board members and service providers.
The following summarizes the unaudited pro forma ordinary shares outstanding reflecting the redemption of 26,345,782 shares by HCCC public stockholders :
 
16

 
Ownership
Shares
%
Total Alpha Tau
Current Alpha Tau ordinary shareholders
55,185,560 81.6%
HCCC Sponsor and other holders of founder shares(1)
2,030,625 3.0
HCCC public stockholders(1)
1,154,218 1.7
PIPE Investment
9,251,006 13.7
Total Alpha Tau Ordinary Shares Outstanding at Closing
67,621,409
100%
(1)
Sponsor shares reflect the forfeiture of a total of 4,844,375 shares.
The following unaudited pro forma condensed combined balance sheet as of December 31, 2021, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 are based on the historical financial statements of HCCC and Alpha Tau. The unaudited pro forma adjustments are based on information currently available, assumptions, and estimates underlying the pro forma adjustments and are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.
 
17

 
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
(in thousands, except share data)
As of
December 31, 2021
Reflecting Actual Redemptions upon
Closing of the Business Combination
on March 7, 2022
Alpha Tau
Medical Ltd.
(Historical)
Healthcare
Capital
Corp.
(Historical)
Transaction
Accounting
Adjustments
Pro Forma
Combined
Assets
CURRENT ASSETS
Cash and cash equivalents
$ 23,236 $ 557 $ 275,016
3A
$ 116,218
92,510
3C
(9,513)
3F
(2,130)
3I
(263,458)
3B
Restricted cash
618 618
Short-term deposits
8,080 8,080
Prepaid expenses and other receivables
707 707
Total current assets
32,641
557
92,425
125,623
Long-term assets:
Long term prepaid expenses
2,028 2,028
Property and equipment, net
7,546 7,546
Marketable securities held in Trust Account
275,016 (275,016)
3A
Total long-term assets
9,574 275,016 (275,016) 9,574
Total assets
$ 42,215 $ 275,573 $ (182,591) $ 135,197
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ DEFICIENCY
CURRENT LIABILITIES:
Trade payables
$ 1,203 $ $ 1,203
Other payables and accrued expenses
3,202 3,202
Accrued expenses
894 894
Total current liabilities
4,405 894 5,299
LONG-TERM LIABILITIES:
Warrants to convertible preferred shares
18,623 (18,623)
3D
Deferred underwriting fee payable
10,325 (10,325)
3I
Warrant Liability
10,137 10,137
Total liabilities
23,028 21,356 (28,948) 15,436
Commitments and contingencies
Convertible preferred shares, NIS 0.00 par value per share
53,964 (53,964)
3D
Class A common stock, subject to possible redemption at $10 per share
275,000 (275,000)
3J
 
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As of
December 31, 2021
Reflecting Actual Redemptions upon
Closing of the Business Combination
on March 7, 2022
Alpha Tau
Medical Ltd.
(Historical)
Healthcare
Capital
Corp.
(Historical)
Transaction
Accounting
Adjustments
Pro Forma
Combined
Shareholders’ deficiency:
Ordinary shares, NIS 0.00 par value per share
Class A common stock, $0.0001 par value
1
3G
(1)
3E
Class B common stock, $0.0001 par value
1 (1)
3G
Additional paid-in capital
18,063 275,000
3J
178,080
92,510
3C
53,964
3D
18,623
3D
(24,777)
3E
(2,779)
3F
8,195
3I
2,739
3H
(263,458)
3B
Accumulated deficit
(52,840) (20,784) 24,778
3E
(58,319)
(6,734)
3F
(2,739)
3H
Total shareholders’ deficiency
(34,777) (20,783) 175,321 119,761
Total liabilities, convertible preferred shares and shareholders’ deficiency
$ 42,215 $ 275,573 $ (182,591) $ 135,197
See accompanying notes to unaudited pro forma condensed combined financial information.
 
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(in thousands, except share and per share data)
For the Year Ended
December 31, 2021
Reflecting Actual Redemptions upon Closing
of the Business Combination on March 7, 2022
Alpha Tau
Medical Ltd.
(Historical)
Healthcare
Capital
Corp.
(Historical)
Transaction
Accounting
Adjustments
Pro Forma
Combined
Research and development, net
$ 11,447 $ 1,735
3CC
$ 13,182
Marketing expenses
482 83
3CC
565
General and administrative
1,861 6,734
3AA
9,516
921
3CC
Formation and operating costs
1,930 1,930
Total operating loss
13,790 1,930 9,473 25,193
Financial (income) expenses, net
13,474 13,474
Change in fair value of warrants
(12,193) (12,193)
Transaction costs allocated to warrant liabilities
851 851
Fair value of warrant liability in excess of
purchase price paid for Private Place
Warrants
680 680
Interest earned on marketable securities held in Trust Account
(16) 16
3DD
Loss (income) before taxes on income
27,264 (8,748) 1,294 28,005
Tax on income
7
3BB
7
Net loss (income)
$ 27,271 $ (8,748) $ 1,294 $ 28,012
Net loss per share of ordinary shares – basic and diluted
$ (0.67) $ (0.27) $ (0.42)
Weighted average shares of ordinary shares outstanding – basic and diluted
40,534,697 25,993,151
4
66,807,020
Net loss per share – Class B – basic
$ (0.27)
Weighted average shares outstanding –  Class B – basic
6,827,055
Net loss per share – Class B –  diluted
$ (0.27)
Weighted average shares outstanding – Class B – diluted
6,875,000
See accompanying notes to unaudited pro forma condensed combined financial information.
 
20

 
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
(in thousands, except share and per share data)
NOTE 1 — BASIS OF PRESENTATION
The Business Combination is being accounted for as a recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, HCCC is treated as the “accounting acquiree” and Alpha Tau as the “accounting acquirer” for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination is being treated as the equivalent of Alpha Tau issuing shares for the net assets of HCCC, followed by a recapitalization. The net assets of HCCC are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Alpha Tau.
The unaudited pro forma condensed combined balance sheet as of December 31, 2021 assumes that the Business Combination and related transactions occurred on December 31, 2021. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 gives pro forma effect to the Business Combination as if it had been completed on January 1, 2021. These periods are presented on the basis that Alpha Tau is the acquirer for accounting purposes.
The pro forma adjustments reflecting the consummation of the Business Combination and related transactions are based on certain currently available information and certain assumptions and methodologies that HCCC believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. We believe that our assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination and related transactions based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information assumes that HCCC’s warrants will remain liability classified upon completion of the Business Combination. Alpha Tau management has not yet performed a comprehensive review of the accounting policies related to HCCC’s warrants.
The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination. The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination and related transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of HCCC and Alpha Tau.
NOTE 2 — ACCOUNTING POLICIES AND RECLASSIFICATIONS
Alpha Tau’s management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the post-combination company. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.
As part of the preparation of these unaudited pro forma condensed combined financial statements, certain reclassifications were made to align HCCC’s financial statement presentation with that of Alpha Tau.
 
21

 
NOTE 3 — ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and related transactions and has been prepared for informational purposes only.
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Alpha Tau has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. Alpha Tau and HCCC have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the post-combination company filed consolidated income tax returns during the periods presented. The combined company has not reflected the income tax benefit in the pro forma statement of operations, as the combined company does not believe that the income tax benefit is realizable and records a full valuation allowance against all deferred tax assets.
The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statement of operations are based upon the number of Alpha Tau’s shares outstanding, assuming the Business Combination and related transactions occurred on January 1, 2021.
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
The adjustments included in the unaudited pro forma condensed combined balance sheet as of December 31, 2021 are as follows:
(A)
Reflects the reclassification of approximately $275.0 million held in the Trust Account at the closing of the Business Combination to cash and cash equivalents.
(B)
Reflects the reduction in cash and HCCC’s additional-paid-in-capital in the amount of approximately $263.5 million reflecting the actual redemptions.
(C)
Reflects cash proceeds from the concurrent PIPE Financing in the amount of approximately $92.5 million and corresponding offset to additional-paid-in-capital.
(D)
Reflects the conversion of the Alpha Tau preferred shares into Alpha Tau ordinary shares as adjusted for the price protection feature, in accordance with the Merger Agreement, as well as the conversion of warrants for convertible preferred shares into warrants for ordinary shares.
(E)
Reflects the elimination of HCCC’s accumulated deficit of approximately $20.8 million and reclassification of HCCC’s par value of common shares of $0.001 million and approximately $4.0 million of transaction costs recorded in accumulated deficit into additional-paid-in-capital upon consummation of the Business Combination.
(F)
Reflects an adjustment of approximately $9.5 million to reduce cash for transaction costs incurred by HCCC and Alpha Tau in relation to the Business Combination and PIPE Financing, including advisory, banking, printing, legal and accounting services. Approximately $6.7 million was expensed and recorded in accumulated deficit, of which approximately $2.4 million is attributed to the issuance of Alpha Tau warrants, and the remaining approximately $2.8 million was determined to be equity issuance costs and offset against additional-paid-in-capital. Transaction costs exclude the $2.1 million payment of the HCCC deferred underwriting fees in connection with the HCCC IPO on January 20, 2021. (See (I) for payment of the accrued deferred underwriting fees).
 
22

 
(G)
Reflects the conversion of HCCC Class B common stock into HCCC Class A common stock.
(H)
Reflects additional compensation expense of approximately $2.7 million recorded in additional-paid-in-capital and offset against accumulated deficit, related to the Alpha Tau board member, service provider and employee grants of 1,031,150 RSUs and 1,019,900 options (on a post-Share Split basis). The grant-date fair value of approximately $6.7 million for RSUs and $4.2 million for options was estimated using the Black-Scholes option-pricing model over the service period. The awards begin vesting over a four-year term upon Closing.
(I)
Reflects the payment of $2.1 million of the $10.3 million of underwriting fee payable accrued on HCCC’s December 31, 2021 balance sheet, and an $8.2 million reduction of the liability reflected through additional paid-in capital.
(J)
Reflects the reclassification of HCCC’s Class A common stock subject to possible redemption into permanent equity
The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 are as follows:
(AA)
Reflects the transaction costs of approximately $6.7 million as if incurred on January 1, 2021, the date the Business Combination occurred for the purposes of the unaudited pro forma condensed combined statement of operations. This is a non-recurring item. (See (F) for further details).
(BB)
The net effect of all adjustments impacting the pro forma statement of operations results in a reduction of the income tax benefit of approximately $0.7 million for the year ended December 31, 2021 based on an application of “Preferred Company” and “Preferred Technological Enterprise” tax rate of 7.5%. However, the combined company has not reflected any income tax benefit in the pro forma statement of operations, as the combined company does not believe that the income tax benefit is realizable and records a full valuation allowance against all deferred tax assets.
(CC)
Reflects additional compensation expense of approximately $2.7 million for the year ended December 31, 2021 related to the Alpha Tau board member, service provider and employee grants of 1,031,150 RSUs and 1,019,900 options (on a post-Share Split basis). The grant-date fair value of approximately $6.7 million for RSUs and $4.2 million for options was estimated using the Black-Scholes option-pricing model over the service period. The awards begin vesting over a four-year term upon closing of the Business Combination.
(DD)
Elimination of interest income on the Trust Account.
NOTE 4 — EARNINGS PER SHARE
Represents the net loss per share applying the Share Split to the historical weighted average outstanding shares of Alpha Tau for the year ended December 31, 2021 and the issuance of additional shares in connection with the Business Combination and PIPE Financing, assuming the shares were outstanding since January 1, 2021. As the Business Combination and PIPE Financing are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination and PIPE Financing have been outstanding for the entire period presented, adjusted to reflect the redemption of 26,345,782 shares by HCCC public stockholders.
The unaudited pro forma condensed combined financial information has been prepared reflecting the redemption into cash of 26,345,782 shares of HCCC’s Class A common stock for the year ended December 31, 2021:
 
23

 
Shareholders
Reflecting Actual Redemptions
upon the Closing of the
Business Combination
U.S. dollars in thousands (except share and per share data)
Numerator
Net loss (in thousands)
$ (28,012)
Denominator(1)
Former Alpha Tau ordinary shareholders and preferred shareholders
54,273,883
HCCC Sponsor and other holders of founder shares(2)
2,030,625
Former Sponsor shares forfeited and new shares allocated to the Alpha Tau Board and Management(3)
97,288
HCCC public stockholders
1,154,218
PIPE Investment
9,251,006
Total shares of Alpha Tau ordinary shares outstanding at closing of the Business Combination
66,807,020
Net loss per share
Basic and diluted
$ (0.42)
(1)
The denominator excludes the effect of the Sponsor’s Conditional Equity.
(2)
HCCC Sponsor shares amount reflects the forfeiture of 4,844,375 sponsor shares.
(3)
The pro forma EPS reflects the weighted average of 25% of the 1,031,150 newly issued shares corresponding to the Forfeited Equity shares that were granted as RSUs to employees, board members and service providers of Alpha Tau.
At the Closing, HCCC had 15,892,000 warrants outstanding, reflecting the forfeiture of 4,658,000 warrants held by the Sponsor. Each warrant entitles the holder to purchase one share of common stock at $11.50 per one share. These warrants are not exercisable until the later of 30 days after the closing of the Business Combination or 12 months from the closing of the Initial Public Offering. As the combined company is in a loss position in 2021, any shares issued upon exercise of these warrants would have an anti-dilutive effect on earnings per share and, therefore, have not been considered in the calculation of pro forma net loss per common share.
At the Closing, Alpha Tau had 3,970,693 warrants outstanding on an as-converted basis. Each as-converted warrant entitles the holder to purchase one ordinary share at the exercise price. The Alpha Tau warrants for ordinary shares post-merger reflect the following exercise prices: $0 per one share for 67,897 warrants, $3.87 for 3,251,729 warrants and $5.04 for 651,067 warrants. As the combined company is in a loss position in 2021, any shares issued upon exercise of these warrants would have an anti-dilutive effect on earnings per share and, therefore, have not been considered in the calculation of pro forma net loss per common share.
Alpha Tau had 1,031,150 combined company RSUs and 6,162,560 options outstanding immediately after the Business Combination. As the combined company is in a loss position in 2021, any shares issued upon exercise of these Alpha Tau options would have an anti-dilutive effect on earnings per share and, therefore have not been considered in the calculation of pro forma net loss per common share.
 
24

 
SELLING SECURITYHOLDERS
This prospectus relates to the possible resale by the Selling Securityholders of up to 9,251,006 ordinary shares by the Selling Securityholders.
The Selling Securityholders may from time to time offer and sell any or all of the ordinary shares and warrants set forth below pursuant to this prospectus. In this prospectus, the term “Selling Securityholders” includes (i) the entities identified in the table below (as such table may be amended from time to time by means of an amendment to the registration statement of which this prospectus forms a part or by a supplement to this prospectus) and (ii) any donees, pledgees, transferees or other successors-in-interest that acquire any of the securities covered by this prospectus after the date of this prospectus from the named Selling Securityholders as a gift, pledge, partnership distribution or other non-sale related transfer.
The table below sets forth, as of the date of this prospectus, the name of the Selling Securityholders for which we are registering ordinary shares for resale to the public, and the aggregate principal amount that the Selling Securityholders may offer pursuant to this prospectus. In accordance with SEC rules, individuals and entities below are shown as having beneficial ownership over shares they own or have the right to acquire within 60 days, as well as shares for which they have the right to vote or dispose of such shares. Also in accordance with SEC rules, for purposes of calculating percentages of beneficial ownership, shares which a person has the right to acquire within 60 days of May 2, 2022 are included both in that person’s beneficial ownership as well as in the total number of shares issued and outstanding used to calculate that person’s percentage ownership but not for purposes of calculating the percentage for other persons. In some cases, the same ordinary shares are reflected more than once in the table below because more than one holder may be deemed the beneficial owner of the same ordinary shares.
We cannot advise you as to whether the Selling Securityholders will in fact sell any or all of such securities. In addition, the Selling Securityholders may sell, transfer or otherwise dispose of, at any time and from time to time, the ordinary shares or warrants in transactions exempt from the registration requirements of the Securities Act after the date of this prospectus, subject to applicable law.
Selling Securityholder information for each additional Selling Securityholder, if any, will be set forth by prospectus supplement to the extent required prior to the time of any offer or sale of such Selling Securityholder’s securities pursuant to this prospectus. Any prospectus supplement may add, update, substitute, or change the information contained in this prospectus, including the identity of each Selling Securityholder and the number of ordinary shares and warrants registered on its behalf. A Selling Securityholder may sell all, some or none of such securities in this offering. See “Plan of Distribution.”
The information in the table below is based upon information provided by the Selling Securityholders. The securities owned by the Selling Securityholders named below do not have voting rights different from the securities owned by other securityholders. Unless otherwise indicated, the business address of each beneficial owner listed in the tables below is c/o Kiryat HaMada St. 5 Jerusalem, Israel 9777605.
 
25

 
Name of Selling Security holders
Number of
Ordinary
Shares
Number of
Ordinary
Shares Being
Offered(1)
Number of
Ordinary
Shares After
Offering
Percentage of
Outstanding
Ordinary
Shares Owned
After Offering
YOZMA EBEST GLOBAL MEDICAL FUND(2)
1,650,000 1,650,000
YOZMA KAI NEW GROWTH FUND NO. 1(3)
50,000 50,000
SJW INTERNATIONAL CO., LTD(4).
200,000 200,000
SIWON LEE(5)
300,000 300,000
HANMI HEALTHCARE, INC(6).
1,000,000 1,000,000
GRAND DECADE DEVELOPMENTS LIMITED(7)
1,000,000 1,000,000
RR INVESTMENT 2012, LP(8)
263,677 50,000 213,677 *
MARVIN DEN(9)
25,000 25,000
MORRY BLUMENFELD(10)
199,387 55,000 144,387 *
ISSACHAR KNOLL(11)
276,323 50,000 226,323 *
RONALD COHEN(12)
1,103,300 25,000 1,078,300 1.6%
JOSEPH VENTURES ENTITIES(13)
308,785 127,500 181,285 *
MICHAEL AVRUCH(14)
2,137,526 50,000 2,087,526 3.0%
GEORGETTE AVRUCH(15)
762,178 70,000 692,178 1.0%
LINDA ADAMS(16)
426,323 200,000 226,323 *
RICHARD WOLFE(17)
172,362 60,000 112,362 *
ARIE KRAMER(18)
136,148 120,000 16,148 *
MEIR JAKOBSOHN(19)
186,743 75,000 111,743 *
ARIE JACOBSOHN(20)
64,939 25,000 39,939 *
MEDISON VENTURES LTD.(21)
2,992,847 200,000 2,722,847 4.0%
FIELDCREST HOLDINGS LLC(22)
50,000 50,000
RINA MAZOZ(23)
10,526 6,000 4,526 *
GILA ASRAF(24)
6,000 6,000
OURCROWD ENTITIES(25)
2,963,523 299,999 2,663,524 3.9%
THOMAS SCHMIDEK(26)
543,234 100,000 443,234 *
OHAD SHAKED(27)
261,212 225,000 36,212 *
HANNA ANNIE BATTASH(28)
2,000 2,000
SHMUEL RUBINSTEIN(29)
24,195 4,000 20,195 *
ALAN PATRICOF(30)
236,485 25,000 211,485 *
EDMUND SHAMSI(31)
1,931,220 160,000 1,771,220 2.6%
HELENE SHAMSI(32)
170,176 140,000 30,176 *
KAEYO INVESTMENTS LTD.(33)
7,500 7,500
451WE ALPHA2 LLC(34)
1,127,049 500,000 627,049 *
MARAV MAZON KOL LTD.(35)
500,000 500,000
TZALIR PHARMA LTD.(36)
8,000 8,000
AVNER GOLDENBERG(37)
795,783 40,000 755,783 1.1%
ROY GOLDENBERG(38)
5,000 5,000
KAMAREA LTD(39)
5,000 5,000
ARON TENDLER(40)
479,161 50,000 429,161 *
LIOR OPHIR(41)
21,867 1,672 20,195 *
 
26

 
Name of Selling Security holders
Number of
Ordinary
Shares
Number of
Ordinary
Shares Being
Offered(1)
Number of
Ordinary
Shares After
Offering
Percentage of
Outstanding
Ordinary
Shares Owned
After Offering
DANIEL LAVINE(42)
64,515 12,121 52,394 *
STUART MINTZ(43)
16,981 5,000 11,981 *
CSINTALAN SANDOR(44)
52,438 6,000 46,438 *
DAN SPINER(45)
28,018 5,236 22,782 *
MAOZ LEV(46)
138,109 3,200 134,909 *
URI SALOMON(47)
95,732 1,000 94,732 *
DAVID GROVAS(48)
7,284 5,625 1,659 *
ORI GROVAS(49)
5,723 4,063 1,660 *
ADAM SOKOL(50)
69,671 13,090 56,581 *
DONGWOOK KO(51)
40,000 40,000
MIN SOO KIM(52)
50,000 50,000
JAE SANG YOO(53)
50,000 50,000
H. PIO CO., LTD.(54)
512,000 512,000
RU KA LUKE KANG(55)
30,000 30,000
DANIEL MARTIN CO., LTD.(56)
100,000 100,000
ABBA M. KRIEGER(57)
10,000 10,000
ESTER PORAT(58)
426,344 30,000 396,344 *
CHAN SOO KIM(59)
40,000 40,000
MINSU YU(60)
10,000 10,000
BIG MOVE VENTURES, CO. LTD.(61)
100,000 100,000
KIM JONG SEON(62)
156,000 156,000
NURIFLEX, CO., LTD.(63)
200,000 200,000
NURIVISTA, CO., LTD.(63)
200,000 200,000
NURIBILL, CO., LTD.(63)
200,000 200,000
*
Less than 1%.
(1)
The amounts set forth in this column are the number of ordinary shares that may be offered by such Selling Securityholder using this prospectus. These amounts do not represent any other of our ordinary shares that the Selling Securityholder may own beneficially or otherwise.
(2)
Yozma Ebest Global Medical Fund is under management by Yozma Investment, Co., Ltd. (“Yozma”) and Ebest Investment & Securities Co., Ltd. (“Ebest”). Yozma and Ebest serve as investment managers of the Yozma Ebest Global Medical Fund and have control and discretion over the shares held by the Yozma Ebest Global Medical Fund. As such, Yozma and Ebest may be deemed the beneficial owners of the shares held by the Yozma Ebest Global Medical Fund. Yozma and Ebest disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest therein. The business address of the Yozma Ebest Global Medical Fund is 24F, 60 Yeouinaru-ro, Yeongdeungpo-gu, Seoul, Republic of Korea, 07328.
(3)
Yozma KAI New Growth Fund No.1 is under management by Yozma Investment, Co., Ltd. (“Yozma”) and Korea Asset Investment Securities Co., Ltd. (“KAI”). Yozma and KAI serve as investment managers of the Yozma KAI New Growth Fund No.1 and have control and discretion over the shares held by the Yozma KAI New Growth Fund No.1. As such, Yozma and KAI may be deemed the beneficial owners of the shares held by the Yozma KAI New Growth Fund No.1. Yozma and KAI disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest therein. The business address of the Yozma KAI New Growth Fund No.1 is 12F, 57 Yeouinaru-ro, Yeongdeungpo-gu, Seoul, Republic of Korea, 07327.
 
27

 
(4)
SJW International Co., Ltd. is owned and controlled by Siwon Lee. The principal business address of Siwon Lee is #601 Dosan daero 406, Gangnam-gu, Seoul, South Korea.
(5)
The principal business address of Siwon Lee is #601 Dosan daero 406, Gangnam-gu, Seoul, South Korea.
(6)
The principal business address of Hanmi Healthcare, Inc. is 14 Wiryeseong-daero, Songpa-gu, Seoul, South Korea 05545.
(7)
Grand Decade Developments Limited is a wholly-owned subsidiary of Grand Pharmaceutical Group Limited (HK.00512). The principal business address of Grand Decade Developments Limited is Unit 3302,33/F, The Center, 99 Queen’s Road Central, Hong Kong.
(8)
Consists of (i) 203,767 Alpha Tau ordinary shares and (ii) 59,910 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of May 2, 2022. Ralph Rieder is the sole owner and manager of RR Investment 2012, LP. The principal business address of RR Investment 2021, LP is 15 Judith Lane, Monsey, NY 10952.
(9)
The principal business address of Marvin Den is 9 Rocky Acres Lane, Westport, CT 06880.
(10)
Consists of (i) 80,986 Alpha Tau ordinary shares, (ii) 111,743 Alpha Tau ordinary shares subject to options exercisable within 60 days of May 2, 2022 and (iii) 6,658 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of May 2, 2022. The principal business address of Morry Blumenfeld is 8 Yair Street, Apt 4, Jerusalem, Israel.
(11)
The principal business address of Issachar Knoll is 3 Anilevich St., Bnei Brak, Israel.
(12)
Consists of (i) 743,866 Alpha Tau ordinary shares and (ii) 359,434 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of May 2, 2022. The principal business address of Ronald Cohen is 1 Rothschild Boulevard, 27th Floor, Tel Aviv, Israel 6688101.
(13)
Consists of (i) 181,285 Alpha Tau ordinary shares held by Joseph Ventures Allium LLC (“Joseph Ventures Allium”), (ii) 9,500 Alpha Tau ordinary shares held by Joseph Ventures Allium I LLC, Series C (“Joseph Ventures Allium I”) and (iii) 118,000 Alpha Tau ordinary shares held by Joseph Ventures Allium II LLC (“Joseph Ventures Allium II” and, together with Joseph Ventures Allium I, the “Joseph Ventures Entities”). The Joseph Ventures Entities are managed solely by Joseph Ventures Allium LLC, which in turn is solely owned and managed by Michael Ross. The principal business address of the Joseph Venture Entities is 8 The Green, Suite 4000, Dover, DE 19901.
(14)
Consists of (i) 1,993,927 Alpha Tau ordinary shares, (ii) 111,743 Alpha Tau ordinary shares subject to RSUs or options exercisable within 60 days of May 2, 2022 and (iii) 31,856 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of May 2, 2022. The principal business address of Michael Avruch is Nachal Tzin 18/4, Modiin, Israel 71709.
(15)
Consists of (i) 730,322 Alpha Tau ordinary shares and (ii) 31,856 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of May 2, 2022. The principal business address of Georgette Avruch is 1066 Dessewffy u 49 Fe, Budapest, Hungary.
(16)
The principal business address of Linda Adams is 20/1 Derech Beit Lechem, Jerusalem 93109, Israel.
(17)
Consists of (i) 159,049 Alpha Tau ordinary shares and (ii) 13,313 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of May 2, 2022. The principal business address of Richard Wolfe is Hamaayan 2, Modiin, Israel.
(18)
Consists of (i) 131,288 Alpha Tau ordinary shares and (ii) 4,860 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of May 2, 2022. The principal business address of Arie Kramer is 39 Hanassi St., Givat Shmuel, Israel 5400404.
(19)
Consists of (i) 75,000 Alpha Tau ordinary shares and (ii) 111,743 Alpha Tau ordinary shares subject to RSUs or options exercisable within 60 days of May 2, 2022. The principal business address of Meir Jakobsohn is 10 Hashiloach Street, Kiryat Matalon, Petach Tikva, Israel 4917002.
(20)
Consists of (i) 51,626 Alpha Tau ordinary shares and (ii) 13,313 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of May 2, 2022. The principal business address of Arie Jacobsohn is 10 Hashiloach Street, Kiryat Matalon, Petach Tikva, Israel 4917002.
(21)
Consists of (i) 2,731,997 Alpha Tau ordinary shares and (ii) 190,850 warrants to purchase Alpha Tau
 
28

 
ordinary shares exercisable within 60 days of May 2, 2022. Meir Jakobsohn is the ultimate beneficial owner of Medison Ventures Ltd. The principal business address of Medison Ventures Ltd. is 10 Hashiloach Street, Kiryat Matalon, Petach Tikva, Israel 4917002.
(22)
Stephen Werdiger is the sole manager of Fieldcrest Holdings LLC. The principal address of Fieldcrest Holdings LLC is 1412 Broadway, 18th Floor, New York, NY 10018.
(23)
The principal business address of Rina Mazoz is Moshav Eitan 7, D.N. Sdei Negev, Israel.
(24)
The principal business address of Gila Asraf is Shachal 63/8, Giv’at Mordechai, Jerusalem, Israel.
(25)
Consists of (i) 3,846 Alpha Tau ordinary shares held by OurCrowd International General Partner L.P. (“OurCrowd International GP”), (ii) 2,462,951 Alpha Tau ordinary shares held by OurCrowd (Investment in AlphaT) L.P. (“OurCrowd Investment LP”), (iii) 395,660 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of May 2, 2022 held by OurCrowd Investment LP, (iv) 37,276 Alpha Tau ordinary shares held by OurCrowd 50 L.P. (“OurCrowd 50 LP”), 18,638 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of May 2, 2022 held by OurCrowd 50 LP, (v) 30,101 Alpha Tau ordinary shares held by OurCrowd International Investment III L.P. (“OurCrowd Investment III” and, together with OurCrowd International GP, OurCrowd Investment LP and OurCrowd 50 LP, the “OurCrowd Entities”) and (vi) 15,051 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of May 2, 2022. Jonathan Medved controls the OurCrowd Entities. The principal business address of the OurCrowd Entities is 28 Derech Hebron, Jerusalem, Israel.
(26)
Consists of (i) 491,978 Alpha Tau ordinary shares and (ii) 51,256 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of May 2, 2022. The principal business address of Thomas Schmidek is 11/52 Bnei Binyamin Street, Netanya, Israel 42463.
(27)
The principal business address of Ohad Shaked is 11 Hatzivonim St., Kfar Shmaryahu, Israel.
(28)
The principal business address of Hanna Annie Battash is 225 Melrose Circle, Merion Station, PA 19066.
(29)
Consists of (i) 17,537 Alpha Tau ordinary shares and (ii) 6,658 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of May 2, 2022. The principal business address of Shmuel Rubinstein is 106 David Hamelech Street, Herzeliya, Israel 4660907.
(30)
Consists of (i) 104,879 Alpha Tau ordinary shares and (ii) 131,606 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of May 2, 2022. The principal business address of Alan Patricof is 830 Park Avenue, New York, NY 10021.
(31)
Consists of (i) 1,220,996 Alpha Tau ordinary shares held directly by Edmund Shamsi, (ii) 277,578 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of May 2, 2022 held directly by Edmund Shamsi and (iii) 452,646 Alpha Tau ordinary shares held by Mishor Tau LLC. Edmund Shamsi is the controlling shareholder of Mishor Tau LLC. The principal business address of Edmund Shamsi is 4605 S. Ocean Blvd., Highland Beach, FL.
(32)
The principal business address of Helene Shamsi is 4605 S. Ocean Blvd., Highland Beach, FL.
(33)
KAEYO Investments Ltd. is the private investment arm of Yoel Neeman and is wholly owned by Yoel Neeman. For purposes of the reporting requirements of the Exchange Act, Yoel Neeman is the beneficial owner of these securities. The address of KAEYO Investments Ltd. is 5 Sarah Aharonson Street, Raanana 43399, Israel.
(34)
Consists of (i) 918,032 Alpha Tau ordinary shares and (ii) 209,017 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of May 2, 2022. 451we Alpha2 LLC is managed by Lois Hager and Avery Hager. The principal business address of 451we Alpha2 LLC is 451 West End Ave., #3D, New York, NY 10024.
(35)
The principal business address of Marav Mazon Kol Ltd. is Jaffa St. 157, Haifa, Israel.
(36)
Meir Jakobsohn is the beneficial owner of 100% of the issued shares in Tzalir Pharma Limited. The principal business address for Tzalir Pharma Limited is 10 Hashiloach Street, Kiryat Matalon, Petach Tikva, Israel 4917002.
(37)
Consists of (i) 755,783 Alpha Tau ordinary shares held by Taoz Holding and Management Ltd. (“Taoz Management”) and (ii) 40,000 Alpha Tau ordinary shares held directly by Avner Goldenberg. Avner Goldenberg is the controlling shareholder of Taoz Management. The principal business address of Avner Goldberg is Kibutz Galuyot 34, Tel Aviv, Israel.
 
29

 
(38)
The principal business address of Roy Goldenberg is Kibutz Galuyot 34, Tel Aviv, Israel.
(39)
Andras Csaki is the sole beneficial owner of Kamarea Trade and Invest Limited. The principal business address of Kamarea Ltd is 115 Griva Digeni Limassol, 4002, Cyprus.
(40)
Consists of (i) 452,534 Alpha Tau ordinary shares and (ii) 26,627 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of May 2, 2022. The principal business address of Aron Tendler is 11903 Southern Boulevard, Suite 104, Royal Palm Beach, Florida 33411.
(41)
Consists of (i) 15,209 Alpha Tau ordinary shares and (ii) 6,658 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of May 2, 2022. The principal business address of Lior Ophir is Eliezer HaGadol 12/3, Jerusalem, Israel.
(42)
Consists of (i) 51,202 Alpha Tau ordinary shares and (ii) 13,313 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of May 2, 2022. The principal business address of Daniel Lavine is 10 Rio Abajo, apt 1 Ed Solis, Panama City, Panama.
(43)
Consists of (i) 12,987 Alpha Tau ordinary shares and (ii) 3,994 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of May 2, 2022. The principal business address of Stuart Mintz is 24115 Woodway Road, Beachwood, Ohio 44122.
(44)
Consists of (i) 37,128 Alpha Tau ordinary shares and (ii) 15,310 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of May 2, 2022. The principal business address of Csintalan Sandor is Kossuth UT 87, Agesegyhaza, 6076 Hungary.
(45)
The principal business address of Dan Spiner is 114 E 13th Street, New York, NY 10003.
(46)
Consists of (i) 132,517 Alpha Tau ordinary shares and (ii) 5,592 warrants to purchase Alpha Tau ordinary shares exercisable within 60 days of May 2, 2022. The principal business address of Maoz Lev is 23401 Old Meadow Brook Circle, Bonita Springs, FL 34134.
(47)
Consists of (i) 17,522 Alpha Tau ordinary shares and (ii) 78,210 Alpha Tau ordinary shares subject to RSUs or options exercisable within 60 days of May 2, 2022. The principal business address of Uri Salomon is 35 Halimon Street, Tel Mond 4060474, Israel.
(48)
The principal business address of David Grovas is Hanave Street 3, Rechelim Nofei Nehemia, Israel.
(49)
The principal business address of Ori Grovas is Hanave Street 3, Rechelim Nofei Nehemia, Israel.
(50)
The principal business address of Adam Sokol is 7215 136th Street, Flushing, NY 11367.
(51)
The principal business address of Dongwook Ko is 110-2202 Hangang Xi, apt Ichon-ro 64, gil 15, Yongsan-gu, Seoul, S. Korea.
(52)
The principal business address of Mins oo Kim is 104 dong 405 ho, 12, Yeongdong-daero 138-gil, Gangnam-gu, Seoul, Korea.
(53)
The principal business address of Jae Sang Yoo is 150, Samseong-ro, Gangnam-gu, Seoul Korea..
(54)
Tae youp Kang is the sole manager of H. PIO Co., Ltd. The principal business address of H. PIO Co., Ltd. is 115, Yangpyeong-ro, Yeongdeungpo-gu, Seoul, Korea.
(55)
The principal business address of Ru Ka Luke Kang is 7F Gangnam Finance Center, 152 Teheran-ro, Ganggam-Gu, Seoul, South Korea 06236.
(56)
Daniel Martin Co., Ltd. is under management by its CEO, Mr. Chung Won Sok (“Daniel Martin”), a company existing under the laws of South Korea and having its principal office at #3606, 39, Saimdang-ro, Seocho-gu, Seoul 06650, Korea. Daniel Martin is an investor and has control and discretion over the shares held by Daniel Martin Co., Ltd. As such, Daniel Martin may be deemed the beneficial owner of the shares held by Daniel Martin Co., Ltd. Daniel Martin disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest therein.
(57)
The principal business address of Abba Krieger is 501 Waldron Terrace, Merion Station, PA 19066.
(58)
The principal business address of Ester Porat is Netiv Zohara 8, Jerusalem, Israel.
(59)
The principal business address of Chan Soo Kim is 304, Hyoryeong-ro, Seocho-gu, Seoul, Republic of Korea.
(60)
The principal business address of Minsu Yu is 27-7, Unjung-ro 166beon-gil, Bundang-gu, Seongnam-si, Gyeonggi-do, Republic of Korea.
 
30

 
(61)
Big Move Ventures, Co., Ltd. (“BMV”) is under management by Jaewon Co., Ltd (“Jaewon”). Jaewon has control and discretion over the shares held by BMV. As such, Jaewon may be deemed the beneficial owner of the shares held by BMV. Jaewon disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest therein. The business address of BMV is 102, 4Fl., 14, Teheran-ro, 26-gil, Gangnam-gu, Seoul, Korea.
(62)
The principal business address of Kim Jong Seon is 304-501, Woojangsan Lotte Castle APT, 382 Gonghang-daero, Gangseo-gu, Seoul 07648.
(63)
NuriBill Co., Ltd. (“NuriBill”) and NuriVista Co., Ltd (“NuriVista”) are each wholly-owned subsidiaries of NurifFlex Co., Ltd. (Kosdaq: KRW) (“Nuriflex Korea” and, together with NuriBill and NuriVista, the “Nuri Investors”). NuriFlex Korea’s major shareholder and beneficial owner is NuriFlex Holdings Inc. (Canada), having its principal address at Suite 2109, 4710 Kingsway, Burnaby BC V5H 4J5, Canada.The principal business address of the Nuri Investors is NURI BLD, 16 Sapyeong-daero, Seocho-gu, South Korea, 065552.
 
31

 
PLAN OF DISTRIBUTION
The Selling Securityholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling warrants, ordinary shares or interests in ordinary shares received after the date of this prospectus from a Selling Securityholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of ordinary shares or interests in ordinary shares on any stock exchange, market or trading facility on which our ordinary shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
The Selling Securityholders may use any one or more of the following methods when disposing of the ordinary shares or their interests therein:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for their account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC;

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

broker-dealers may agree with the Selling Securityholders to sell a specified number of such shares at a stipulated price per share;

a combination of any such methods of sale; and

any other method permitted by applicable law.
The Selling Securityholders may, from time to time, pledge or grant a security interest in some or all of their ordinary shares or other shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the ordinary shares, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of Selling Securityholders to include the pledgee, transferee or other successors in interest as Selling Securityholders under this prospectus. The Selling Securityholders also may transfer the ordinary shares in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
In addition, a Selling Securityholder that is an entity may elect to make a pro rata in-kind distribution of their securities to its members, partners or shareholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners or shareholders would thereby receive freely tradeable securities pursuant to the distribution through a registration statement. To the extent a distributee is an affiliate of ours (or to the extent otherwise required by law), we may file a prospectus supplement in order to permit the distributees to use the prospectus to resell the securities acquired in the distribution.
In connection with the sale of our ordinary shares, the Selling Securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of our ordinary shares in the course of hedging the positions they assume. The Selling Securityholders may also sell our ordinary shares short and deliver these securities to close out their short positions, or loan or pledge the warrants or ordinary shares to broker-dealers that in turn may sell these securities. The Selling Securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer
 
32

 
or other financial institution or shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
Each of the Selling Securityholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of ordinary shares to be made directly or through agents. We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will receive the exercise price of the warrants.
The Selling Securityholders and any underwriters, broker-dealers or agents that participate in the sale of the ordinary shares or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling securityholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.
In addition, a Selling Securityholder that is an entity may elect to make a pro rata in-kind distribution of securities to its members, partners or stockholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners or stockholders would thereby receive freely tradeable securities pursuant to the distribution through a registration statement.
To the extent required, the ordinary shares to be sold, the names of the Selling Securityholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.
In order to comply with the securities laws of some states, if applicable, the ordinary shares may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the ordinary shares may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
We have advised the Selling Securityholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the Selling Securityholders and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the Selling Securityholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The Selling Securityholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
We have agreed to indemnify the Selling Securityholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the warrants or shares offered by this prospectus.
We have agreed with the Selling Securityholders to keep the registration statement of which this prospectus constitutes a part effective until all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or the securities have been withdrawn.
In compliance with the guidelines of the Financial Industry Regulatory Authority (“FINRA”), the aggregate maximum discount, commission, fees or other items constituting underwriting compensation to be received by any FINRA member or independent broker-dealer will not exceed 8% of the gross proceeds of any offering pursuant to this prospectus and any applicable prospectus supplement.
 
33

 
EXPENSES
We estimate that our expenses in connection with the issuance and registration of our ordinary shares in connection with exercise of warrants and the offer and sale of our ordinary shares by the Selling Securityholders, will be as follows:
Expenses
Amount
SEC registration fee
$ 25,990
FINRA filing fee
*
Transfer agent’s fee
*
Printing and engraving expenses
*
Legal fees and expenses
*
Accounting fees and expenses
*
Miscellaneous costs
*
Total
$ *
*
These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be defined at this time.
Under agreements to which we are party with the Selling Securityholders, we have agreed to bear all expenses relating to the registration of the resale of the securities pursuant to this prospectus.
 
34

 
LEGAL MATTERS
The legality of the ordinary shares offered by this prospectus and certain other Israeli legal matters will be passed upon for Alpha Tau by Meitar | Law Offices. The legality of the Alpha Tau warrants offered by this prospectus and certain legal matters relating to U.S. law will be passed upon for Alpha Tau by Latham & Watkins LLP. Meitar | Law Offices and certain attorneys affiliated with the firm own less than 1% of Alpha Tau’s ordinary shares. Latham & Watkins LLP and certain attorneys and investment funds affiliated with the firm own less than 1% of Alpha Tau’s ordinary shares.
 
35

 
EXPERTS
The consolidated financial statements of Alpha Tau Medical Ltd. and its subsidiaries as of December 31, 2020 and 2021, and for each of the three years ended December 31, 2021 included in this prospectus have been so included in reliance on the reports of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The current address of Kost, Forer, Gabbay & Kasierer is 144 Menachem Begin Road, Building A, Tel Aviv 6492102, Israel.
The financial statements of Healthcare Capital Corp. as of December 31, 2021 and 2020, and for the year ended December 31, 2021 and the period from August 18, 2020 (inception) through December 31, 2020, have been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report, thereon, appearing elsewhere in this prospectus, and are included in reliance on the report of such firm given upon their authority as experts in accounting and auditing.
 
36

 
ENFORCEABILITY OF CIVIL LIABILITIES
We are incorporated under the laws of the State of Israel. Service of process upon us and upon our directors and officers and the Israeli experts named in this prospectus, substantially all of whom reside outside the United States, may be difficult to obtain within the United States. Furthermore, because substantially all of Alpha Tau’s assets and substantially all of Alpha Tau’s directors and officers are located outside the United States, any judgment obtained in the United States against Alpha Tau or any of its directors and officers may not be collectible within the United States.
Alpha Tau has irrevocably appointed Alpha Tau Medical, Inc., Alpha Tau’s wholly-owned subsidiary, as its agent to receive service of process in any action against Alpha Tau in any U.S. federal or state court arising out of the Transactions. The address of Alpha Tau’s agent is 1 Union Street 3rd Floor, Lawrence, MA 01840.
It may be difficult to initiate an action with respect to U.S. securities law in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not the most appropriate forum to hear such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact by expert witnesses which can be a time-consuming and costly process. Certain matters of procedure may also be governed by Israeli law.
Subject to certain time limitations and legal procedures, Israeli courts may enforce a U.S. judgment in a civil matter which, subject to certain exceptions, is non-appealable, including judgments based upon the civil liability provisions of the Securities Act and the Exchange Act and including a monetary or compensatory judgment in a non-civil matter, provided that:

the judgment was rendered by a court which was, according to the laws of the state of the court, competent to render the judgment;

the obligation imposed by the judgment is enforceable according to the rules relating to the enforceability of judgments in Israel and the substance of the judgment is not contrary to public policy; and

the judgment is capable of being executed in the state in which it was given.
Even if these conditions are met, an Israeli court may not declare a foreign civil judgment enforceable if:

the judgment was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases);

the enforcement of the judgment is likely to prejudice the sovereignty or security of the State of Israel;

the judgment was obtained by fraud;

the opportunity given to the defendant to bring its arguments and evidence before the court was not reasonable in the opinion of the Israeli court;

the judgment was rendered by a court not competent to render it according to the laws of private international law as they apply in Israel;

the judgment is contradictory to another judgment that was given in the same matter between the same parties and that is still valid; or

at the time the action was brought in the foreign court, a lawsuit in the same matter and between the same parties was pending before a court or tribunal in Israel.
If a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted into non-Israeli currency and transferred out of Israel. The usual practice in an action before an Israeli court to recover an amount in a non-Israeli currency is for the Israeli court to issue a judgment for the equivalent amount in Israeli currency at the rate of exchange in force on the date of the judgment, but the judgment debtor may make payment in foreign currency. Pending collection, the amount of
 
37

 
the judgment of an Israeli court stated in Israeli currency ordinarily will be linked to the Israeli consumer price index plus interest at the annual statutory rate set by Israeli regulations prevailing at the time. Judgment creditors must bear the risk of unfavorable exchange rates. In addition, there is no bilateral treaty between Israel and the United States for the enforcement of civil judgments.
 
38

 
TRANSFER AGENT AND REGISTRAR
The transfer agent and warrant agent for Alpha Tau’s securities is Continental Stock Transfer & Trust Company.
 
39

 
WHERE YOU CAN FIND MORE INFORMATION;
INCORPORATION OF INFORMATION BY
REFERENCE
The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this registration statement, and later information filed with the SEC will update and supersede this information. We hereby incorporate by reference into this registration statement the following documents previously filed with the SEC:

the Company’s Annual Report on Form 20-F for the year ended December 31, 2021 filed with the SEC on March 28, 2022; and

the description of the Company’s ordinary shares contained in the Company’s registration statement on Form 8-A (File No. 001-41316), filed with the SEC on March 7, 2022, including any amendments or reports filed for the purpose of updating such description.
We have filed a registration statement on Form F-1 to register the resale of the securities described elsewhere in this prospectus. This prospectus is a part of that registration statement. As permitted by SEC rules, this prospectus does not contain all of the information included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement and the exhibits and schedules for more information about us and our securities.
Information and statements contained in this prospectus or any annex to this prospectus are qualified in all respects by reference to the copy of the relevant contract or other annex filed as an exhibit to the registration statement of which this prospectus forms a part.
Statements made in this prospectus concerning the contents of any contract, agreement or other document are not complete descriptions of all terms of these documents. If a document has been filed as an exhibit to the registration statement, we refer you to the copy of the document that has been filed for a complete description of its terms. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit. You should read this prospectus and the documents that we have filed as exhibits to the registration statement of which this prospectus is a part in their entirety.
We are subject to the informational requirements of the Exchange Act. Accordingly, we will be required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains an internet website that contains reports and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.
We are a “foreign private issuer” as defined in Rule 3b-4 under the Securities Exchange Act of 1934, or the Exchange Act. As a result, our proxy solicitations are not subject to the disclosure and procedural requirements of Regulation 14A under the Exchange Act and transactions in our equity securities by our officers and directors are exempt from Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. We publish annually an annual report filed on Form 20-F containing financial statements that have been examined and reported on, with an opinion expressed by, a registered public accounting firm. We prepare our annual financial statements in United States dollars and in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. If there is any inconsistency between the information in this prospectus and in any post-effective amendment to the Form F-1 of which this prospectus is a part, or in any prospectus supplement, you should rely on the information in the post-effective amendment or prospectus supplement, as relevant. You should read this prospectus and any post-effective amendment or prospectus supplement together with the additional information contained in documents listed above under the heading “Where You Can Find More Information; Incorporation of Information by Reference.” The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us, the securities offered under this prospectus, and our other outstanding securities. The registration statement, including the exhibits, can be read at the SEC’s website or at the SEC’s offices mentioned above under “Where You Can Find More Information; Incorporation of Information by Reference.”
 
40

 
We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all the information that has been incorporated by reference in this prospectus but not delivered with this prospectus (and any exhibits specifically incorporated in such information), at no cost, upon written or oral request to us at the following address:
Alpha Tau Medical Ltd.
Attention: VP Legal
Kiryat HaMada St. 5
Jerusalem
9777605
Israel
You may also obtain information about us by visiting our website at www.innoviz-tech.com. Information contained in our website is not part of this prospectus.
We have not authorized anyone to give any information or make any representation about their companies that is different from, or in addition to, that contained in this prospectus or in any of the materials that have been incorporated in this prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this prospectus does not extend to you. The information contained in this prospectus speaks only as of the date of this prospectus unless the information specifically indicates that another date applies. You should read all information supplementing this prospectus.
 
41

 
INDEX TO FINANCIAL STATEMENTS
Audited Financial Statements of Alpha Tau Medical Ltd.
F-2
F-3
F-4
F-5
F-6
F-7
Audited Financial Statements of Healthcare Capital Corp.
F-30
F-31
F-32
F-33
F-34
F-35
 
F-1

 
[MISSING IMAGE: tm2212431d1-lh_eybuild4c.jpg]
REPORT OF INDEPENDENT AUDITORS
To the Shareholders’ and Board of Directors of
ALPHA TAU MEDICAL LTD.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Alpha Tau Medical Ltd. (the “Company”) as of December 31, 2020 and 2021, the related consolidated statements of operations, convertible preferred shares and shareholders’ deficiency and cash flows for each of the three years in the period ended December 31, 2021 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ KOST FORER GABBAY & KASIERER
A Member of Ernst & Young Global
We have served as the Company’s auditor since 2016.
Tel-Aviv, Israel
March 28, 2022
 
F-2

 
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands (except share and per share data)
December 31,
Note
2020
2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$ 15,598 $ 23,236
Restricted cash
576 618
Short-term deposits
30,417 8,080
Prepaid expenses and other receivables
3 864 707
Total current assets
47,455 32,641
Long-term assets:
Long term prepaid expenses
139 2,028
Property and equipment, net
4 5,395 7,546
Total long-term assets
5,534 9,574
Total assets
$ 52,989 $ 42,215
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ DEFICIENCY
CURRENT LIABILITIES:
Trade payables
$ 964 $ 1,203
Other payables and accrued expenses
5 1,124 3,202
Total current liabilities
2,088 4,405
LONG-TERM LIABILITIES:
Warrants to convertible preferred shares
7 5,366 18,623
Total liabilities
7,454 23,028
Commitments and Contingencies
6
Convertible Preferred shares of no-par value per share – Authorized: 25,348,176 shares as of December 31, 2020 and 2021; Issued and outstanding: 13,739,186 shares as of December 31, 2020 and 2021;(*)
9 53,964 53,964
Shareholders’ deficiency:
Ordinary shares of no-par value per share — Authorized: 72,423,360 shares as
of December 31, 2020 and 2021; Issued and outstanding: 40,433,578 and
40,528,913 shares as of December 31, 2020 and 2021, respectively;(*)
10
Additional paid-in capital
17,140 18,063
Accumulated deficit
(25,569) (52,840)
Total shareholders’ deficiency
(8,429) (34,777)
Total liabilities, convertible preferred shares and shareholders’ deficiency
$ 52,989 $ 42,215
(*)
Prior period results have been retroactively adjusted to reflect the 1: 0.905292 stock split effected on March 7, 2022. See also note 10, Shareholders’ Deficiency, for details.
The accompanying notes are an integral part of the consolidated financial statements.
F-3

 
CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except share and per share data)
Year ended December 31,
Note
2019
2020
2021
Research and development, net
$ 6,636 $ 7,544 $ 11,447
Marketing expenses
397 288 482
General and administrative
977 1,412 1,861
Total operating loss
8,010 9,244 13,790
Financial (income) expenses, net
11
308 (520) 13,474
Loss before taxes on income
8,318 8,724 27,264
Tax on income
146 158 7
Net loss
$ 8,464 $ 8,882 $ 27,271
Less: net loss attributable to noncontrolling interests
$ 97 $ $
Net loss attributable to Alpha Tau Medical Ltd.
$ 8,367 $ 8,882 $ 27,271
Net loss per share attributable to ordinary shareholders,
basic and diluted
(0.25) (0.22) (0.67)
Weighted-average shares used in computing net loss per
share attributable to ordinary shareholders, basic and
diluted (*)
33,815,448 40,274,935 40,534,697
(*)
Prior period results have been retroactively adjusted to reflect the 1: 0.905292 stock split effected on March 7, 2022. See also note 10, Shareholders’ Deficiency, for details.
The accompanying notes are an integral part of the consolidated financial statements.
F-4

 
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ DEFICIENCY
U.S. dollars in thousands (except share data)
Convertible
Preferred Shares
Additional
paid-in
capital
Accumulated
deficit
Nom
controlling
interest
Total
Deficit
Ordinary
Shares
Shares
Amount
Shares
Amount
Balances as of January 1, 2019(*)
7,229,885 $ 25,238 33,185,538 $   — $ 9,330 $ (8,320) $ 851 $ 1,861
Share-based compensation
546 546
Issuance of ordinary shares and warrants to ordinary shares
1,302,132 5,250 5,250
Exercise of warrants to ordinary shares
5,316,493 1,560 1,560
Net loss
(8,367) (97) (8,464)
Acquisition of non-controlling interests
(192) (754) (946)
Balances as of January 1, 2020(*)
7,229,885 25,238 39,804,163 16,494 (16,687) (193)
Exercise of Warrants to ordinary shares
624,445 30 30
Issuance of ordinary shares upon exercise of share options
4,970 20 20
Share-based compensation
596 596
Issuance of series B Preferred shares, net
(**)
6,509,301 28,726
Net loss