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Hyperfine to go public following three-way merger into $580 million company

por John R. Fischer, Senior Reporter | July 13, 2021
Business Affairs MRI
Hyperfine, developer of the portable Swoop MR imaging system, is merging with Liminal Sciences and HealthCor Catalio
Hyperfine, developer of the first FDA cleared, portable MR solution, Swoop, will merge with Liminal Sciences and HealthCor Catalio Acquisition Corp. into one company with a total enterprise value of approximately $580 million.

The new company will be known as Hyperfine Inc., and will go public on the Nasdaq Stock Market under the ticker symbol HYPR, following the completion of the merger. Liminal Sciences brings a background in advanced, noninvasive technology for monitoring brain vital signs, while HealthCor Catalio is a special purpose acquisition company (SPAC) with decades of experience investing in private and public healthcare companies.

“What's really complementary here is that things can work in either direction — Swoop diagnoses brain injury that Liminal subsequently monitors, or Liminal's monitoring recommends MR imaging. Adding that up, Hyperfine and Liminal together can participate across the neurological care continuum from sensing to imaging and ultimately to intervention,” Hyperfine Inc. president and CEO Dave Scott told HCB News.
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The three plan to develop solutions together across the care continuum that will expand the existing $23 billion global imaging market, particularly for MR and brain sensing technologies.

Hyperfine is already the designer of the Swoop imaging system, which has a portable design and easy-to-use interface that makes it accessible for use in hospitals, clinics and other settings outside conventional MR suites, at a fraction of the cost. Liminal’s technology, meanwhile, is expected to help produce immediate applications in traditional care settings such as ICUs, as well as in new care settings such as ORs, ERs and outpatient care places. Patients monitored with its solutions could even eventually be evaluated from home in accordance with regulatory authorization.

Heading the combined company will be Dave Scott, who will serve as president and CEO. Scott brings 25 years experience in digital surgery, digital health ecosystems, surgical robotics, medical imaging and diagnostic companies such as Apple, Verb Surgical and Intuitive Surgical. Scott Huennekens will be the executive chairman and brings to the role leadership, entrepreneurial and investment experience across over 20 medtech startup, growth and public companies.

The deal is expected to provide the combined company with approximately $375 million in cash for its investment phase and positive cash flow, assuming no redemptions. The combined company’s estimated cash balance will be $207 million from the SPAC trust fund, $126 million from PIPE (private investment in public equity) investors, and $66 million from the balance sheets of Hyperfine and Liminal, less than $24 million transaction expenses.

Pro forma following the completion of the agreement and the PIPE, the security holders of Hyperfine and Liminal are expected to own approximately 59% of the company, assuming no redemptions. No selling stockholders will be part of the transaction.

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