|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
6770
(Primary Standard Industrial
Classification Code Number) |
| |
85-3650296
(I.R.S. Employer
Identification Number) |
|
|
Carl P. Marcellino, Esq.
Paul D. Tropp, Esq. Christopher Capuzzi, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 Telephone: (212) 596-9000 |
| |
Laura I. Bushnell, Esq.
Timothy M. Fesenmyer, Esq. Keith M. Townsend, Esq. Michael Hamilton, Esq. King & Spalding LLP 601 S. California Ave. Suite 100 Palo Alto, California 94304 Telephone: (650) 422-6700 |
| |
John H. Stevens, M.D.
Chief Executive Officer HeartFlow Holding, Inc. 1400 Seaport Blvd, Bldg B Redwood City, CA 94063 Telephone: (650) 241-1221 |
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☒
|
| |
Smaller reporting company
☒
|
|
| | | |
Emerging growth company
☒
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| | ||||||||||||||||||||||||||||
Title of Each Class of Securities
to be Registered |
| | |
Amount to
be Registered |
| | |
Proposed Maximum
Offering Price Per Share |
| | |
Proposed Maximum
Aggregate Offering Price |
| | |
Amount of
Registration Fee |
| ||||||||||||
Class A common stock, par value $0.0001 per share
|
| | | | | 218,426,000(1) | | | | | | $ | 9.81(2) | | | | | | $ | 2,142,759,060(2) | | | | | | $ | 233,776 | | |
Total
|
| | | | | | | | | | | | | | | | | | $ | 2,142,759,060 | | | | | | $ | 233,776(3) | | |
| ABOUT THIS DOCUMENT | | | | | | | |
| MARKET AND INDUSTRY DATA | | | | | | | |
| | | | | iii | | | |
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| | | | | 289 | | | |
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| | | | | 309 | | | |
| | | | | 317 | | | |
| | | | | 317 | | | |
| | | | | 318 | | | |
| | | | | F-1 | | | |
| | | | | A-I-1 | | | |
| | | | | A-II-1 | | | |
| | | | | B-1 | | | |
| | | | | C-1 | | | |
| | | | | D-1 | | | |
| | | | | E-1 | | | |
| | | | | II-1 | | |
| | |
No redemption
|
| |
Maximum redemption
|
| ||||||||||||||||||
Stockholder
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||
Longview Class A common stockholders(1)(2)
|
| | | | 59,900,000 | | | | | | 23.8% | | | | | | 34,498,606 | | | | | | 14.9% | | |
Longview Class B common stockholders(3)
|
| | | | 14,975,000 | | | | | | 6.0% | | | | | | 8,624,185 | | | | | | 3.7% | | |
Former HeartFlow stockholders(4)(5)
|
| | | | 176,405,008 | | | | | | 70.2% | | | | | | 188,905,008 | | | | | | 81.4% | | |
Total | | | | | 251,280,008 | | | | | | 100.0% | | | | | | 232,027,799 | | | | | | 100.0% | | |
(in millions)
|
| |
Assuming No
Redemptions of Public Shares |
| |
Assuming
Maximum Redemptions of Public Shares |
| ||||||
Sources | | | | | | | | | | | | | |
HeartFlow Rollover Equity
|
| | | $ | 2,150.0 | | | | | $ | 2,150.0 | | |
Proceeds from Trust Account
|
| | | | 690.0(1) | | | | | | 345.0(2) | | |
Pre-Closing Return of Capital Distribution
|
| | | | (91.0)(3) | | | | | | — | | |
Total Sources
|
| | | $ | 2,749.0 | | | | | $ | 2,495.0 | | |
Uses | | | | | | | | | | | | | |
Equity Consideration
|
| | | $ | 2,150.0 | | | | | $ | 2,150.0 | | |
Cash to Balance Sheet
|
| | | | 347.6 | | | | | | 206.4 | | |
Cash for Secondary Purchases
|
| | | | 110.0(4) | | | | | | — | | |
Debt Retirement, Interest and Related Fees(5)
|
| | | | 72.9 | | | | | | 72.9 | | |
Estimated Transaction Costs(6)
|
| | | | 46.3 | | | | | | 43.5 | | |
Deferred Underwriting Fee(7)
|
| | | | 22.2 | | | | | | 22.2 | | |
Total Uses
|
| | | $ | 2,749.0 | | | | | $ | 2,495.0 | | |
Statement of Operations Data
|
| |
Six Months
Ended June 30, 2021 |
| |
Period from
October 23, 2020 to December 31, 2020 |
| ||||||
Operating and formation costs
|
| | | $ | 1,065,376 | | | | | $ | 1,519 | | |
Net income (loss)
|
| | | $ | (8,026,644) | | | | | | (1,519) | | |
Weighted average shares outstanding, Longview Class A redeemable common stock
|
| | | | 69,000,000 | | | | | | 0 | | |
Basic and diluted net income per share, Longview Class A redeemable common stock
|
| | |
$
|
0.00
|
| | | |
$
|
(0.00)
|
| |
Weighted average shares outstanding, Longview Class B non-redeemable common stock
|
| | | | 16,230,663 | | | | | | 15,000,000 | | |
Basic and diluted net income (loss) per share, Longview Class B non-redeemable common stock
|
| | | $ | (0.49) | | | | | $ | (0.00) | | |
Condensed Balance Sheet Data (at period end)
|
| |
June 30, 2021
|
| |
December 31,
2020 |
| ||||||
Total Assets
|
| | | $ | 690,698,387 | | | | | $ | 108,981 | | |
Total Liabilities
|
| | | $ | 61,762,809 | | | | | $ | 85,500 | | |
Preferred stock, $0.0001 par value
|
| | | | — | | | | | | — | | |
Longview Class A common stock, $0.0001 par value; 250,000,000 shares
authorized; no shares issued and outstanding (excluding 69,000,000 and no shares subject to possible redemption) |
| | | | — | | | | | | — | | |
Longview Class B common stock, $0.00001 par value; 25,000,000 shares authorized; 17,250,000 shares issued and outstanding
|
| | | $ | 1,725 | | | | | $ | 1,725 | | |
Total Stockholders’ Equity (Deficit)
|
| | | $ | (61,064,422) | | | | | $ | 23,481 | | |
Cash Flow Data
|
| |
June 30, 2021
(unaudited) |
| |
December 31,
2020 |
| ||||||
Net cash used in operating activities
|
| | | $ | (1,262,862) | | | | | $ | (19) | | |
Net cash used in investing activities
|
| | | $ | (690,000,000) | | | | | $ | — | | |
Net cash provided by financing activities
|
| | | | 691,375,612 | | | | | | 25,000 | | |
| | |
Six Months
Ended June 30, |
| |
Year Ended
December 31, |
| ||||||||||||||||||
(in thousands)
|
| |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| ||||||||||||
Revenue
|
| | | $ | 17,955 | | | | | $ | 9,474 | | | | | $ | 22,672 | | | | | $ | 19,597 | | |
Cost of revenue
|
| | | | 8,227 | | | | | | 7,286 | | | | | | 15,290 | | | | | | 12,731 | | |
Total costs and expenses
|
| | | | 53,109 | | | | | | 47,957 | | | | | | 96,192 | | | | | | 117,213 | | |
Loss from operations
|
| | | | (35,154) | | | | | | (38,483) | | | | | | (73,520) | | | | | | (97,616) | | |
Net loss
|
| | | | (41,152) | | | | | | (37,635) | | | | | | (72,804) | | | | | | (95,797) | | |
| | |
As of
June 30, 2021 |
| |
As of
December 31, |
| | | | ||||||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| | ||||||||||||||
Cash and cash equivalents
|
| | | $ | 79,352 | | | | | $ | 41,173 | | | | | $ | 17,283 | | | | ||
Total assets
|
| | | | 102,287 | | | | | | 60,823 | | | | | | 122,508 | | | | ||
Total liabilities
|
| | | | 89,682 | | | | | | 14,064 | | | | | | 15,767 | | | | ||
Redeemable convertible preferred stock
|
| | | | 538,423 | | | | | | 538,423 | | | | | | 538,423 | | | | ||
Total stockholders’ deficit
|
| | | | (525,818) | | | | | | (491,664) | | | | | | (431,682) | | | |
(in thousands, except share and per share data)
|
| |
Longview
(Historical) |
| |
HeartFlow
(Historical) |
| |
No
redemption scenario |
| |
Maximum
redemption scenario |
| ||||||||||||
Statement of Operations Data – For the Six Months Ended June 30, 2021
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Revenues
|
| | | $ | — | | | | | $ | 17,955 | | | | | $ | 17,955 | | | | | $ | 17,955 | | |
Total costs and expenses
|
| | | | 1,065 | | | | | | 53,109 | | | | | | 54,174 | | | | | | 54,174 | | |
Loss from operations
|
| | | | (1,065) | | | | | | (35,154) | | | | | | (36,219) | | | | | | (36,219) | | |
Net loss
|
| | | | (8,027) | | | | | | (41,152) | | | | | | (36,279) | | | | | | (36,279) | | |
Basic and diluted net loss per share
|
| | | | | | | | | $ | (3.33) | | | | | $ | (0.14) | | | | | | (0.16) | | |
Weighted-average common stock shares outstanding – basic and diluted
|
| | | | | | | | | | 13,586,116 | | | | | | 251,280,008 | | | | | | 232,027,799 | | |
Basic and diluted net income per share, Longview
Class A redeemable common stock |
| | | $ | — | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding, Longview Class A redeemable common stock
|
| | | | 69,000,000 | | | | | | | | | | | | | | | | | | | | |
Basic and diluted net loss per share, Longview Class B non-redeemable common stock
|
| | | $ | (0.49) | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding, Longview Class B non-redeemable common stock
|
| | | | 16,230,663 | | | | | | | | | | | | | | | | | | | | |
Balance Sheet Data – As of June 30, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | |
Total current assets
|
| | | $ | 666 | | | | | $ | 93,847 | | | | | $ | 442,103 | | | | | $ | 300,894 | | |
Total assets
|
| | | | 690,699 | | | | | | 102,287 | | | | | | 449,992 | | | | | | 308,783 | | |
Total current liabilities
|
| | | | 349 | | | | | | 15,278 | | | | | | 15,118 | | | | | | 15,118 | | |
Total liabilities
|
| | | | 61,763 | | | | | | 89,682 | | | | | | 47,700 | | | | | | 47,700 | | |
Convertible preferred stock
|
| | | | — | | | | | | 538,423 | | | | | | — | | | | | | — | | |
Longview Class A common stock, subject to possible redemption
|
| | | | 690,000 | | | | | | — | | | | | | — | | | | | | — | | |
Total stockholders’ equity (deficit)
|
| | | | (61,064) | | | | | | (525,818) | | | | | | 402,292 | | | | | | 261,083 | | |
Statement of Operations Data – For the Year Ended December 31, 2020
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Revenues
|
| | | $ | — | | | | | $ | 22,672 | | | | | $ | 22,672 | | | | | $ | 22,672 | | |
Total costs and expenses
|
| | | | 2 | | | | | | 96,192 | | | | | | 96,194 | | | | | | 96,194 | | |
Loss from operations
|
| | | | (2) | | | | | | (73,520) | | | | | | (73,522) | | | | | | (73,522) | | |
Net loss
|
| | | | (2) | | | | | | (72,804) | | | | | | (74,107) | | | | | | (74,796) | | |
Basic and diluted net loss per share
|
| | | | | | | | | $ | (6.55) | | | | | $ | (0.29) | | | | | $ | (0.32) | | |
Weighted-average common stock shares outstanding – basic and diluted
|
| | | | | | | | | | 12,406,056 | | | | | | 251,280,008 | | | | | | 232,027,799 | | |
Basic and diluted net income per share, Longview
Class A redeemable common stock |
| | | $ | — | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding, Longview Class A redeemable common stock
|
| | | | — | | | | | | | | | | | | | | | | | | | | |
Basic and diluted net loss per share, Longview Class B non-redeemable common stock
|
| | | $ | (0.00) | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding, Longview Class B non-redeemable common stock
|
| | | | 15,000,000 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Pro Forma Combined
|
| |
New HeartFlow equivalent
pro forma per share data |
| | | ||||||||||||||||||||||
| | |
Longview
(Historical) |
| |
HeartFlow
(Historical) |
| |
No
Redemption |
| |
Maximum
Redemption |
| |
No
Redemption |
| |
Maximum
Redemption |
| | | ||||||||||||||||||||||
As of and for the Six Months Ended June 30, 2021(1)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
Book Value per share
|
| | | $ | N/A | | | | | $ | (37.88) | | | | | $ | 1.60 | | | | | $ | 1.13 | | | | | $ | 5.64 | | | | | $ | 3.96 | | | | | ||||
Net loss attributable to common
stockholders |
| | | $ | (8,026) | | | | | $ | (45,306) | | | | | $ | (36,279) | | | | | $ | (36,279) | | | | | $ | (36,279) | | | | | $ | (36,279) | | | | | ||||
Net loss per share of HeartFlow
common stock – basic and diluted |
| | | | | | | | | | (3.33) | | | | | | (0.14) | | | | | $ | (0.16) | | | | | | (0.51) | | | | | | (0.55) | | | | | ||||
Weighted average shares outstanding of HeartFlow common stock – basic and diluted
|
| | | | | | | | | | 13,586,116 | | | | | | 251,280,008 | | | | | | 232,027,799 | | | | | | 175,361,146 | | | | | | 187,861,146 | | | | | ||||
For the Year Ended December 31, 2020(1)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||
Book Value per share
|
| | | $ | N/A | | | | | $ | (37.12) | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | ||||
Net loss attributable to common
stockholders |
| | | | (2) | | | | | | (81,203) | | | | | | (74,107) | | | | | | (74,796) | | | | | | (74,107) | | | | | | (74,796) | | | | | ||||
Net loss per share of HeartFlow
common stock – basic and diluted |
| | | | | | | | | $ | (6.55) | | | | | | (0.29) | | | | | | (0.32) | | | | | | (1.04) | | | | | | (1.14) | | | | | ||||
Weighted average shares outstanding of HeartFlow common stock – basic and diluted
|
| | | | | | | | | | 12,406,056 | | | | | | 251,280,008 | | | | | | 232,027,799 | | | | | | 171,203,795 | | | | | | 183,703,795 | | | | | ||||
Net income (loss) per share of Longview Class A common stock – basic and diluted (as restated)
|
| | | $ | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of Longview Class A common stock – basic and diluted (as restated)
|
| | | $ | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss per share of Longview
Class B common stock – basic and diluted (as restated) |
| | | $ | (0.00) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of Longview Class B common stock – basic and diluted (as restated)
|
| | | | 15,000,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Per Share Value for Non-Redeeming Holders of Longview Class A Common Stock
|
| ||||||||||||||||||
|
Trust Account Balance
|
| | | $ | 690,032,607 | | | | | | | | | | | | | | |
|
Total shares of Longview Class A common stock
|
| | | | 69,000,000 | | | | | | | | | | | | | | |
|
Trust Account Value per share of Longview Class A common stock
|
| | | $ | 10.0005 | | | | | | | | | | | | | | |
| | |
No Redemptions
|
| |
10% Redemptions
|
| |
25% Redemptions
|
| |
50% Redemptions
|
| |
Maximum
Redemptions |
| |||||||||||||||
Redemptions ($)
|
| | | $ | — | | | | | $ | 69,003,261 | | | | | $ | 172,508,152 | | | | | $ | 345,016,304 | | | | | $ | 395,033,000 | | |
Redemptions (shares)
|
| | | | — | | | | | | 6,900,000 | | | | | | 17,250,000 | | | | | | 34,500,000 | | | | | | 39,501,394 | | |
Cash left in Trust Account post
redemption |
| | | $ | 690,032,607 | | | | | $ | 621,029,346 | | | | | $ | 517,524,455 | | | | | $ | 345,016,304 | | | | | $ | 294,999,607 | | |
Return of Capital Distribution
Amount |
| | | $ | 91,000,000 | | | | | $ | 46,997,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Shares after effecting Reverse Stock Split
|
| | | | 59,900,000 | | | | | | 57,400,300 | | | | | | 51,750,000 | | | | | | 34,500,000 | | | | | | 29,498,606 | | |
Forward Purchase proceeds
|
| | | $ | — | | | | | $ | 25,000,000 | | | | | $ | 25,000,000 | | | | | $ | 50,000,000 | | | | | $ | 50,000,000 | | |
Forward Purchase Shares
|
| | | | — | | | | | | 2,500,000 | | | | | | 2,500,000 | | | | | | 5,000,000 | | | | | | 5,000,000 | | |
Cash left in Trust Account post redemption plus Forward Purchase
proceeds less Return of Capital Distribution Amount |
| | | $ | 599,032,607 | | | | | $ | 599,032,346 | | | | | $ | 542,524,455 | | | | | $ | 395,016,304 | | | | | $ | 344,999,607 | | |
Longview Class A common stock post redemption and Reverse Stock Split, plus Forward Purchase Shares
|
| | | | 59,900,000 | | | | | | 59,900,300 | | | | | | 54,250,000 | | | | | | 39,500,000 | | | | | | 34,498,606 | | |
Per Share Value
|
| | | $ | 10.0005 | | | | | $ | 10.0005 | | | | | $ | 10.0005 | | | | | $ | 10.0004 | | | | | $ | 10.0004 | | |
Deferred underwriting commission
|
| | | $ | 22,225,000 | | | | | $ | 22,225,000 | | | | | $ | 22,225,000 | | | | | $ | 22,225,000 | | | | | $ | 22,225,000 | | |
Cash left in Trust Account
post redemption plus Forward Purchase proceeds less Return of Capital Distribution Amount and deferred underwriting commission |
| | | $ | 576,807,607 | | | | | $ | 576,807,346 | | | | | $ | 520,299,455 | | | | | $ | 372,791,304 | | | | | $ | 322,774,607 | | |
Longview Class A common stock post redemption and Reverse Stock Split, plus Forward Purchase Shares
|
| | | | 59,900,000 | | | | | | 59,900,300 | | | | | | 54,250,000 | | | | | | 39,500,000 | | | | | | 34,498,606 | | |
Per Share Value
|
| | | $ | 9.6295 | | | | | $ | 9.6295 | | | | | $ | 9.5908 | | | | | $ | 9.4378 | | | | | $ | 9.3562 | | |
Dilution | | | | $ | (0.3710) | | | | | $ | (0.3710) | | | | | $ | (0.4097) | | | | | $ | (0.5627) | | | | | $ | (0.6442) | | |
| | |
No Redemptions
|
| |
10% Redemptions
|
| |
25% Redemptions
|
| |
50% Redemptions
|
| |
Maximum Redemptions
|
| |||||||||||||||||||||||||||||||||||||||||||||
Ownership
|
| |
Number of
Shares |
| |
Ownership
% |
| |
Number of
Shares |
| |
Ownership
% |
| |
Number of
Shares |
| |
Ownership
% |
| |
Number of
Shares |
| |
Ownership
% |
| |
Number of
Shares |
| |
Ownership
% |
| ||||||||||||||||||||||||||||||
Shares to HeartFlow Stockholders net of repurchases(1)
|
| | | | 176,405,008 | | | | | | 65.0% | | | | | | 176,405,008 | | | | | | 64.6% | | | | | | 182,611,832 | | | | | | 66.7% | | | | | | 188,905,008 | | | | | | 72.1% | | | | | | 188,905,008 | | | | | | 73.9% | | |
Conversion of founder shares to
New HeartFlow common stock on a one-for-one basis net of forfeitures(2) |
| | | | 14,975,000 | | | | | | 5.5% | | | | | | 14,975,000 | | | | | | 5.5% | | | | | | 13,562,300 | | | | | | 4.9% | | | | | | 9,874,575 | | | | | | 3.8% | | | | | | 8,624,185 | | | | | | 3.4% | | |
Forward Purchase Shares
|
| | | | — | | | | | | — | | | | | | 2,500,000 | | | | | | 0.9% | | | | | | 2,500,000 | | | | | | 0.9% | | | | | | 5,000,000 | | | | | | 1.9% | | | | | | 5,000,000 | | | | | | 2.0% | | |
Public warrants
|
| | | | 11,978,400 | | | | | | 4.4% | | | | | | 12,861,600 | | | | | | 4.7% | | | | | | 13,800,000 | | | | | | 5.0% | | | | | | 13,800,000 | | | | | | 5.3% | | | | | | 13,800,000 | | | | | | 5.4% | | |
Private placement warrants
|
| | | | 8,506,400 | | | | | | 3.1% | | | | | | 9,133,600 | | | | | | 3.3% | | | | | | 9,800,000 | | | | | | 3.6% | | | | | | 9,800,000 | | | | | | 3.7% | | | | | | 9,800,000 | | | | | | 3.8% | | |
Longview Class A common
stockholders |
| | | | 59,900,000 | | | | | | 22.0% | | | | | | 57,400,300 | | | | | | 21.0% | | | | | | 51,750,000 | | | | | | 18.9% | | | | | | 34,500,000 | | | | | | 13.2% | | | | | | 29,498,606 | | | | | | 11.5% | | |
Total (excluding shares underlying New HeartFlow
options)(3) |
| | | | 271,764,808 | | | | | | 100.0% | | | | | | 273,275,508 | | | | | | 100.0% | | | | | | 274,024,132 | | | | | | 100.0% | | | | | | 261,879,583 | | | | | | 100.0% | | | | | | 255,627,799 | | | | | | 100.0% | | |
Shares underlying New HeartFlow options
|
| | | | 31,529,617 | | | | | | | | | | | | 31,529,617 | | | | | | | | | | | | 31,529,617 | | | | | | | | | | | | 31,529,617 | | | | | | | | | | | | 31,529,617 | | | | | | | | |
Total (including shares underlying New HeartFlow options)
|
| | | | 303,294,425 | | | | | | | | | | | | 304,805,125 | | | | | | | | | | | | 305,553,749 | | | | | | | | | | | | 293,409,225 | | | | | | | | | | | | 287,157,416 | | | | | | | | |
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1)
HeartFlow repurchased shares
|
| | | | 12,500,000 | | | | | | | | | | | | 12,500,000 | | | | | | | | | | | | 6,293,176 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | |
(2)
Forfeitures
|
| | | | 2,275,000 | | | | | | | | | | | | 2,275,000 | | | | | | | | | | | | 3,687,700 | | | | | | | | | | | | 7,375,425 | | | | | | | | | | | | 8,625,815 | | | | | | | | |
(3)
Excludes the shares underlying New HeartFlow options that will be outstanding and unexercised at the Closing of the Business Combination.
|
|
| | |
HeartFlow
|
| |
High
Growth Med-Tech(1) |
| |
Software-
as-a- Service(2) |
| |
Disruptive
Tools & Specialty Diagnostics(3) |
| ||||||||||||
EV/2023E Revenue
|
| | | | 11.6x | | | | | | 11.7x | | | | | | 18.0x | | | | | | 16.7x | | |
Revenue CAGR 2021 – 2023E
|
| | | | 120% | | | | | | 42% | | | | | | 23% | | | | | | 37% | | |
| | |
2021
|
| |
2022
|
| |
2023
|
| |
2024
|
| |
2025
|
| |||||||||||||||
Revenue ($ in millions)
|
| | | $ | 42(1) | | | | | $ | 92 | | | | | $ | 205 | | | | | $ | 345 | | | | | $ | 525 | | |
% Year over year revenue growth
|
| | | | 83% | | | | | | 119% | | | | | | 123% | | | | | | 68% | | | | | | 52% | | |
% gross margin
|
| | | | 54% | | | | | | 69% | | | | | | 78% | | | | | | 82% | | | | | | 85% | | |
(in millions)
|
| |
Assuming No
Redemptions of Public Shares |
| |
Assuming
Maximum Redemptions of Public Shares |
| ||||||
Sources | | | | | | | | | | | | | |
HeartFlow Rollover Equity
|
| | | $ | 2,150.0 | | | | | $ | 2,150.0 | | |
Proceeds from Trust Account
|
| | | | 690.0(1) | | | | | | 345.0(2) | | |
Pre-Closing Return of Capital Distribution
|
| | | | (91.0)(3) | | | | | | — | | |
Total Sources
|
| | | $ | 2,749.0 | | | | | | 2,495.0 | | |
Uses | | | | | | | | | | | | | |
Equity Consideration
|
| | | $ | 2,150.0 | | | | | $ | 2,150.0 | | |
Cash to Balance Sheet
|
| | | | 347.6 | | | | | | 206.4 | | |
Cash for Secondary Purchases
|
| | | | 110.0(4) | | | | | | — | | |
Debt Retirement, Interest and Related Fees(5)
|
| | | | 72.9 | | | | | | 72.9 | | |
Estimated Transaction Costs(6)
|
| | | | 46.3 | | | | | | 43.5 | | |
Deferred Underwriting Fee(7)
|
| | | | 22.2 | | | | | | 22.2 | | |
Total Uses
|
| | | $ | 2,749.0 | | | | | $ | 2,495.0 | | |
Advisory Charter Amendment Proposal
|
| |
Current Charter/Bylaws
|
| |
Proposed Charter/New HeartFlow Bylaws
|
|
Advisory Proposal A — Changes in Share Capital
|
| |
Under the Current Charter, Longview is currently authorized to issue 276,000,000 shares of capital stock, consisting of
(a) 275,000,000 shares of common stock, including 250,000,000 shares of Longview Class A common stock, par value $0.0001 per share, and 25,000,000 shares of Longview Class B common stock, par value $0.0001 per share, and
(b) 1,000,000 shares of preferred stock, par value $0.0001 per share.
|
| |
Under the Proposed Charter, New HeartFlow will be authorized to issue shares of capital stock, consisting of
(i) shares of New HeartFlow common stock, par value $0.0001 per share, and
(ii) shares of preferred stock, par value $0.0001 per share.
|
|
Advisory Proposal B — Stockholder Right to Call Special Meetings
|
| | Under the Current Charter, the ability of the stockholders to call a special meeting is expressly denied. | | | Under the Proposed Charter, special meetings of stockholders may be called by or at the request of the stockholders collectively holding at least 25% of all then outstanding shares of capital stock of New HeartFlow. | |
Advisory Proposal C — Limiting the Ability to Act by Written Consent
|
| | Under the Current Charter, there is no limitation on any action required or permitted to be taken by the stockholders of Longview being effected by written consent of the stockholders. Under the Longview Bylaws, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken by written consent if such written consent is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such | | | Under the Proposed Charter, any action required or permitted to be taken by the stockholders of New HeartFlow must be effected at an annual or special meeting of the stockholders and may not be effected by written consent. | |
Advisory Charter Amendment Proposal
|
| |
Current Charter/Bylaws
|
| |
Proposed Charter/New HeartFlow Bylaws
|
|
| | | action at a meeting at which all shares entitled to vote thereon were present and voted. | | | | |
Advisory Proposal D — Required Vote to Amend the Charter
|
| | The Current Charter provides that the Current Charter may be amended in accordance with Delaware law; provided that, prior to an initial business combination, any amendment to the Current Charter that would alter or change the provisions relating to an initial business combination requires the affirmative vote of the holders of at least 65% of all common stock then outstanding. | | | Under the Proposed Charter, notwithstanding any other provision of the Proposed Charter or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote required by Delaware law or the Proposed Charter, the affirmative vote of the holders of a majority of the voting power of the then outstanding shares of capital stock of New HeartFlow entitled to vote generally in the election of directors, voting together as a single class, is required to amend the Proposed Charter. | |
| | |
No redemption
|
| |
Maximum redemption
|
| ||||||||||||||||||
Stockholder
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||
Longview Class A common stockholders(1)(2)
|
| | | | 59,900,000 | | | | | | 23.8% | | | | | | 34,498,606 | | | | | | 14.9% | | |
Longview Class B common stockholders(3)
|
| | | | 14,975,000 | | | | | | 6.0% | | | | | | 8,624,185 | | | | | | 3.7% | | |
Former HeartFlow
stockholders(4)(5) |
| | | | 176,405,008 | | | | | | 70.2% | | | | | | 188,905,008 | | | | | | 81.4% | | |
Total | | | | | 251,280,008 | | | | | | 100.0% | | | | | | 232,027,799 | | | | | | 100.0% | | |
| | | | | | | | | | | | | | |
No Redemption
Scenario |
| |
Maximum
Redemption Scenario |
| ||||||||||||||||||||||||
| | |
Longview
(Historical) |
| |
HeartFlow
(Historical) |
| |
Transaction
Accounting Adjustments (Business Combination) |
| |
Notes
|
| |
Pro Forma
Combined |
| |
Transaction
Accounting Adjustments (Business Combination) |
| |
Notes
|
| |
Pro Forma
Combined |
| ||||||||||||||||||
Assets
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current Assets
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 138 | | | | | $ | 79,352 | | | | | $ | 599,033 | | | |
A
|
| | | $ | 427,080 | | | | | $ | (395,033) | | | |
N
|
| | | $ | 285,871 | | |
| | | | | | | | | | | | | | | | | (72,891) | | | |
B
|
| | | | | | | | | | 50,000 | | | |
O
|
| | | | | | |
| | | | | | | | | | | | | | | | | (110,000) | | | |
C
|
| | | | | | | | | | 91,000 | | | |
P
|
| | | | | | |
| | | | | | | | | | | | | | | | | (22,242) | | | |
D
|
| | | | | | | | | | 110,000 | | | |
Q
|
| | | | | | |
| | | | | | | | | | | | | | | | | (46,310) | | | |
E
|
| | | | | | | | | | 2,824 | | | |
S
|
| | | | | | |
Accounts receivable, net
|
| | | | — | | | | | | 9,327 | | | | | | | | | | | | | | | 9,327 | | | | | | | | | | | | | | | 9,327 | | |
Restricted cash, current portion
|
| | | | — | | | | | | 791 | | | | | | | | | | | | | | | 791 | | | | | | | | | | | | | | | 791 | | |
Prepaid expenses and other current assets
|
| | | | 528 | | | | | | 4,377 | | | | | | | | | | | | | | | 4,905 | | | | | | | | | | | | | | | 4,905 | | |
Total current assets
|
| | | | 666 | | | | | | 93,847 | | | | | | 347,590 | | | | | | | | | 442,103 | | | | | | (141,209) | | | | | | | | | 300,894 | | |
Cash and marketable securities held in Trust Account
|
| | | | 690,033 | | | | | | — | | | | | | (690,033) | | | |
A
|
| | | | — | | | | | | | | | | | | | | | — | | |
Deferred offering costs
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | — | | |
Property and equipment, net
|
| | | | — | | | | | | 5,765 | | | | | | | | | | | | | | | 5,765 | | | | | | | | | | | | | | | 5,765 | | |
Restricted cash, net of current portion
|
| | | | — | | | | | | 1,823 | | | | | | | | | | | | | | | 1,823 | | | | | | | | | | | | | | | 1,823 | | |
Other non-current assets
|
| | | | — | | | | | | 852 | | | | | | (551) | | | |
E
|
| | | | 301 | | | | | | | | | | | | | | | 301 | | |
Total assets
|
| | | | 690,699 | | | | | | 102,287 | | | | | | (342,994) | | | | | | | | | 449,992 | | | | | | (141,209) | | | | | | | | | 308,783 | | |
Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’Equity (Deficit)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | | 332 | | | | | | 685 | | | | | | | | | | | | | | | 1,017 | | | | | | | | | | | | | | | 1,017 | | |
Accrued offering costs
|
| | | | 17 | | | | | | — | | | | | | (17) | | | |
D
|
| | | | — | | | | | | | | | | | | | | | — | | |
Accrued expenses and other current liabilities
|
| | | | — | | | | | | 14,593 | | | | | | (492) | | | |
E
|
| | | | 14,101 | | | | | | | | | | | | | | | 14,101 | | |
Total current liabilities
|
| | | | 349 | | | | | | 15,278 | | | | | | (509) | | | | | | | | | 15,118 | | | | | | — | | | | | | | | | 15,118 | | |
Term loan
|
| | | | — | | | | | | 64,688 | | | | | | (64,688) | | | |
B
|
| | | | — | | | | | | | | | | | | | | | — | | |
Derivative liability
|
| | | | — | | | | | | 1,659 | | | | | | (1,659) | | | |
B
|
| | | | — | | | | | | | | | | | | | | | — | | |
Warrant liabilities
|
| | | | 32,332 | | | | | | 7,807 | | | | | | (7,807) | | | |
F
|
| | | | 32,332 | | | | | | | | | | | | | | | 32,332 | | |
Forward Purchase Agreement liabilities
|
| | | | 6,857 | | | | | | — | | | | | | (6,857) | | | |
G
|
| | | | — | | | | | | | | | | | | | | | — | | |
Deferred underwriting fee payable
|
| | | | 22,225 | | | | | | — | | | | | | (22,225) | | | |
D
|
| | | | — | | | | | | | | | | | | | | | — | | |
Other non-current liabilities
|
| | | | — | | | | | | 250 | | | | | | | | | | | | | | | 250 | | | | | | | | | | | | | | | 250 | | |
Total liabilities
|
| | | | 61,763 | | | | | | 89,682 | | | | | | (103,745) | | | | | | | | | 47,700 | | | | | | — | | | | | | | | | 47,700 | | |
Redeemable convertible preferred stock issuable in series; par
value $0.001; 40,804,030 shares authorized; 39,422,361 shares issued and outstanding; aggregate liquidation value of $596,841 |
| | | | — | | | | | | 538,423 | | | | | | (538,423) | | | |
H
|
| | | | — | | | | | | | | | | | | | | | — | | |
Longview Class A common stock subject to possible redemption: 69,000,000 shares outstanding.
|
| | | | 690,000 | | | | | | | | | | | | (91,000) | | | |
A
|
| | | | — | | | | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | (599,000) | | | |
I
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
No Redemption
Scenario |
| |
Maximum
Redemption Scenario |
| ||||||||||||||||||||||||
| | |
Longview
(Historical) |
| |
HeartFlow
(Historical) |
| |
Transaction
Accounting Adjustments (Business Combination) |
| |
Notes
|
| |
Pro Forma
Combined |
| |
Transaction
Accounting Adjustments (Business Combination) |
| |
Notes
|
| |
Pro Forma
Combined |
| ||||||||||||||||||
Stockholders’ Equity (Deficit) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New HeartFlow common stock
|
| | | | | | | | | | | | | | | | 8 | | | |
J
|
| | | | 26 | | | | | | (4) | | | |
N
|
| | | | 24 | | |
| | | | | | | | | | | | | | | | | 18 | | | |
K
|
| | | | | | | | | | 1 | | | |
O
|
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1 | | | |
P
|
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1 | | | |
Q
|
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1) | | | |
R
|
| | | | | | |
Common stock: par value $0.001; 68,677,700 shares authorized; 13,882,415 shares issued and outstanding
|
| | | | — | | | | | | 14 | | | | | | (4) | | | |
C
|
| | | | — | | | | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | 0 | | | |
F
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 39 | | | |
H
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (49) | | | |
K
|
| | | | | | | | | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding.
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | — | | |
Longview Class A common stock, $0.0001 par value; 250,000,000 shares authorized; no shares issued and outstanding (69,000,000 shares subject to possible redemption).
|
| | | | — | | | | | | — | | | | | | 6 | | | |
I
|
| | | | — | | | | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | (6) | | | |
J
|
| | | | | | | | | | | | | | | | | | | | | |
Longview Class B common stock, $0.0001 par value;
25,000,000 shares authorized; 17,250,000 shares issued and outstanding. |
| | | | 2 | | | | | | — | | | | | | (2) | | | |
J
|
| | | | — | | | | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | — | | | |
L
|
| | | | | | | | | | | | | | | | | | | | | |
Additional paid-in capital
|
| | | | — | | | | | | 35,351 | | | | | | (109,996) | | | |
C
|
| | | | 971,294 | | | | | | (395,029) | | | |
N
|
| | | | 830,776 | | |
| | | | | | | | | | | | | | | | | (45,068) | | | |
E
|
| | | | | | | | | | 49,999 | | | |
O
|
| | | | | | |
| | | | | | | | | | | | | | | | | 7,807 | | | |
F
|
| | | | | | | | | | 90,999 | | | |
P
|
| | | | | | |
| | | | | | | | | | | | | | | | | 538,384 | | | |
H
|
| | | | | | | | | | 109,999 | | | |
Q
|
| | | | | | |
| | | | | | | | | | | | | | | | | 598,994 | | | |
I
|
| | | | | | | | | | 1 | | | |
R
|
| | | | | | |
| | | | | | | | | | | | | | | | | 31 | | | |
K
|
| | | | | | | | | | 3,513 | | | |
S
|
| | | | | | |
| | | | | | | | | | | | | | | | | — | | | |
L
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (54,209) | | | |
M
|
| | | | | | | | | | | | | | | | | | | | | |
Accumulated other comprehensive income
|
| | | | — | | | | | | 247 | | | | | | | | | | | | | | | 247 | | | | | | | | | | | | | | | 247 | | |
Accumulated deficit
|
| | | | (61,066) | | | | | | (561,430) | | | | | | (6,544) | | | |
B
|
| | | | (569,275) | | | | | | (689) | | | |
S
|
| | | | (569,964) | | |
| | | | | | | | | | | | | | | | | (1,301) | | | |
E
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 6,857 | | | |
G
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 54,209 | | | |
M
|
| | | | | | | | | | | | | | | | | | | | | |
Total stockholders’ equity (deficit)
|
| | | | (61,064) | | | | | | (525,818) | | | | | | 989,174 | | | | | | | | | 402,292 | | | | | | (141,209) | | | | | | | | | 261,083 | | |
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit)
|
| | | $ | 690,699 | | | | | $ | 102,287 | | | | | | (342,994) | | | | | | | | | 449,992 | | | | | | (141,209) | | | | | | | | | 308,783 | | |
|
| | | | | | | | | | | | | | |
No Redemption Scenario
|
| |
Maximum Redemption Scenario
|
| | ||||||||||||||||||||||||||
| | |
Longview
(Historical) |
| |
HeartFlow
(Historical) |
| |
Transaction
Accounting Adjustments (Business Combination) |
| |
Notes
|
| |
Pro Forma
Combined |
| |
Transaction
Accounting Adjustments (Business Combination) |
| |
Notes
|
| |
Pro Forma
Combined |
| | ||||||||||||||||||||
Revenue
|
| | | $ | — | | | | | $ | 17,955 | | | | | $ | — | | | | | | | | $ | 17,955 | | | | | $ | — | | | | | | | | $ | 17,955 | | | | ||
Costs and expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue
|
| | | | — | | | | | | 8,227 | | | | | | — | | | | | | | | | 8,227 | | | | | | — | | | | | | | | | 8,227 | | | | ||
Research and development
|
| | | | — | | | | | | 14,788 | | | | | | — | | | | | | | | | 14,788 | | | | | | — | | | | | | | | | 14,788 | | | | ||
Selling, general and administrative
|
| | | | — | | | | | | 30,094 | | | | | | 1,065 | | | |
AA
|
| | | | 31,159 | | | | | | — | | | | | | | | | 31,159 | | | | ||
Formation and operational costs
|
| | | | 1,065 | | | | | | — | | | | | | (1,065) | | | |
AA
|
| | | | — | | | | | | — | | | | | | | | | — | | | | | |
Total costs and expenses
|
| | | | 1,065 | | | | | | 53,109 | | | | | | — | | | | | | | | | 54,174 | | | | | | — | | | | | | | | | 54,174 | | | | ||
Loss from operations
|
| | | | (1,065) | | | | | | (35,154) | | | | | | — | | | | | | | | | (36,219) | | | | | | — | | | | | | | | | (36,219) | | | | ||
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Change in fair value of warrant liabilities
|
| | | | 864 | | | | | | — | | | | | | | | | | | | | | | 864 | | | | | | — | | | | | | | | | 864 | | | | ||
Change in fair value of Forward Purchase Agreement liabilities
|
| | | | 3,046 | | | | | | — | | | | | | (3,046) | | | |
DD
|
| | | | — | | | | | | — | | | | | | | | | — | | | | ||
Initial classification of Forward Purchase Agreement liabilities
|
| | | | (9,903) | | | | | | — | | | | | | 9,903 | | | |
DD
|
| | | | — | | | | | | — | | | | | | | | | — | | | | ||
Transaction costs allocated to warrant liabilities
|
| | | | (1,001) | | | | | | — | | | | | | — | | | | | | | | | (1,001) | | | | | | — | | | | | | | | | (1,001) | | | | ||
Interest earned on marketable securities held in Trust Account
|
| | | | 33 | | | | | | — | | | | | | (33) | | | |
EE
|
| | | | — | | | | | | — | | | | | | | | | — | | | | ||
Interest income
|
| | | | — | | | | | | 4 | | | | | | — | | | | | | | | | 4 | | | | | | — | | | | | | | | | 4 | | | | ||
Interest expense
|
| | | | — | | | | | | (3,005) | | | | | | 3,005 | | | |
FF
|
| | | | — | | | | | | — | | | | | | | | | — | | | | ||
Other (expense) income, net
|
| | | | — | | | | | | (2,997) | | | | | | 3,070 | | | |
GG
|
| | | | 73 | | | | | | — | | | | | | | | | 73 | | | | ||
Other expenses, net
|
| | | | (6,961) | | | | | | (5,998) | | | | | | 12,899 | | | | | | | | | (60) | | | | | | — | | | | | | | | | (60) | | | | ||
Net loss
|
| | | | (8,026) | | | | | | (41,152) | | | | | | 12,899 | | | | | | | | | (36,279) | | | | | | — | | | | | | | | | (36,279) | | | | ||
Cumulative dividends on Series C redeemable
convertible preferred stock |
| | | | — | | | | | | (4,154) | | | | | | 4,154 | | | |
CC
|
| | | | — | | | | | | — | | | | | | | | | — | | | | ||
Net loss attributable to common
stockholders |
| | | $ | (8,026) | | | | | $ | (45,306) | | | | | $ | 17,053 | | | | | | | | $ | (36,279) | | | | | $ | — | | | | | | | | $ | (36,279) | | | | ||
Net loss per share attributable to common stock
|
| | | | | | | | | $ | (3.33) | | | | | | | | | | | | | | $ | (0.14) | | | | | | | | | | | | | | $ | (0.16) | | | | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted
|
| | | | | | | | | | 13,586,116 | | | | | | | | | | | | | | | 251,280,008 | | | | | | | | | | | | | | | 232,027,799 | | | | ||
Basic and diluted net income per share, Longview Class A redeemable common stock
|
| | | $ | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Weighted average shares outstanding, Longview Class A redeemable common stock
|
| | | | 69,000,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Basic and diluted net loss per share, Longview Class B non-redeemable common stock
|
| | | $ | (0.49) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Weighted average shares outstanding, Longview Class B non-redeemable common stock
|
| | | | 16,230,663 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
For the period
from October 23, 2020 through December 31, 2020 |
| |
For the year ended
December 31, 2020 |
| |
No Redemption Scenario
|
| |
Maximum Redemption Scenario
|
| | ||||||||||||||||||||||||||||||||
|
Transaction
Accounting Adjustments (Business Combination) |
| |
Notes
|
| |
Pro Forma
Combined |
| |
Transaction
Accounting Adjustments (Business Combination) |
| |
Notes
|
| |
Pro Forma
Combined |
| | ||||||||||||||||||||||||||||
|
Longview
(Historical) |
| |
HeartFlow
(Historical) |
| | ||||||||||||||||||||||||||||||||||||||||
Revenue | | | | $ | — | | | | | $ | 22,672 | | | | | $ | — | | | | | | | | $ | 22,672 | | | | | $ | — | | | | | | | | $ | 22,672 | | | | ||
Costs and expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Cost of revenue
|
| | | | — | | | | | | 15,290 | | | | | | — | | | | | | | | | 15,290 | | | | | | — | | | | | | | | | 15,290 | | | | ||
Research and development
|
| | | | — | | | | | | 30,106 | | | | | | — | | | | | | | | | 30,106 | | | | | | — | | | | | | | | | 30,106 | | | | ||
Selling, general and
administrative |
| | | | — | | | | | | 50,796 | | | | | | 2 | | | |
AA
|
| | | | 50,798 | | | | | | — | | | | | | | | | 50,798 | | | | ||
Formation and operational costs
|
| | | | 2 | | | | | | — | | | | | | (2) | | | |
AA
|
| | | | — | | | | | | — | | | | | | | | | — | | | | ||
Total costs and expenses
|
| | | | 2 | | | | | | 96,192 | | | | | | — | | | | | | | | | 96,194 | | | | | | — | | | | | | | | | 96,194 | | | | ||
Loss from operations
|
| | | | (2) | | | | | | (73,520) | | | | | | — | | | | | | | | | (73,522) | | | | | | — | | | | | | | | | (73,522) | | | | ||
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Transaction costs allocated to warrant liabilities
|
| | | | — | | | | | | — | | | | | | (1,301) | | | |
BB
|
| | | | (1,301) | | | | | | (689) | | | |
HH
|
| | | | (1,990) | | | | ||
Other income (expense), net
|
| | | | — | | | | | | 716 | | | | | | (1,301) | | | | | | | | | (585) | | | | | | (689) | | | | | | | | | (1,274) | | | | ||
Net loss
|
| | | | (2) | | | | | | (72,804) | | | | | | (1,301) | | | | | | | | | (74,107) | | | | | | (689) | | | | | | | | | (74,796) | | | | ||
Cumulative dividends on Series C redeemable convertible preferred
stock |
| | | | — | | | | | | (8,399) | | | | | | 8,399 | | | |
CC
|
| | | | — | | | | | | — | | | | | | | | | — | | | | ||
Net loss attributable to common stockholders
|
| | | $ | (2) | | | | | $ | (81,203) | | | | | $ | 7,098 | | | | | | | | $ | (74,107) | | | | | $ | (689) | | | | | | | | $ | (74,796) | | | | | |
Net loss per share attributable to common
stock |
| | | | | | | | | $ | (6.55) | | | | | | | | | | | | | | $ | (0.29) | | | | | | | | | | | | | | $ | (0.32) | | | | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted
|
| | | | | | | | | | 12,406,056 | | | | | | | | | | | | | | | 251,280,008 | | | | | | | | | | | | | | | 232,027,799 | | | | ||
Basic and diluted net income per share,
Longview Class A redeemable common stock |
| | | $ | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Weighted average shares outstanding,
Longview Class A redeemable common stock |
| | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Basic and diluted net loss per share, Longview Class B non-redeemable common
stock |
| | | $ | (0.00) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Weighted average shares outstanding, Longview Class B non-redeemable common
stock |
| | | | 15,000,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Year Ended December 31, 2020
|
| |
Six Months Ended June 30, 2021
|
| ||||||||||||||||||
| | |
No Redemption
|
| |
Maximum
Redemption |
| |
No Redemption
|
| |
Maximum
Redemption |
| ||||||||||||
Pro forma net loss
|
| | | $ | (74,107) | | | | | $ | (74,796) | | | | | $ | (36,279) | | | | | $ | (36,279) | | |
Basic weighted average shares outstanding(1)
|
| | | | 251,280,008 | | | | | | 232,027,799 | | | | | | 251,280,008 | | | | | | 232,027,799 | | |
Pro forma net loss per share – Basic and Diluted
|
| | | $ | (0.29) | | | | | $ | (0.32) | | | | | $ | (0.14) | | | | | $ | (0.16) | | |
Weighted average shares outstanding – basic
and diluted |
| | | | | | | | | | | | | | | | | | | | | | | | |
Longview Class A stockholders(2)(3)
|
| | | | 59,900,000 | | | | | | 34,498,606 | | | | | | 59,900,000 | | | | | | 34,498,606 | | |
Longview Class B stockholders(4)
|
| | | | 14,975,000 | | | | | | 8,624,185 | | | | | | 14,975,000 | | | | | | 8,624,185 | | |
Former HeartFlow stockholders(5)(6)
|
| | | | 176,405,008 | | | | | | 188,905,008 | | | | | | 176,405,008 | | | | | | 188,905,008 | | |
Totals
|
| | | | 251,280,008 | | | | | | 232,027,799 | | | | | | 251,280,008 | | | | | | 232,027,799 | | |
Name
|
| |
Age
|
| |
Position
|
|
Larry Robbins | | |
51
|
| | Chairman | |
John Rodin | | |
46
|
| | Chief Executive Officer and Director | |
Mark Horowitz | | |
49
|
| | Chief Financial Officer | |
Westley Moore | | |
42
|
| | Director | |
Shalinee Sharma | | |
43
|
| | Director | |
Brian Zied | | |
51
|
| | Director | |
Statement of Operations Data
|
| |
Six Months
Ended June 30, 2021 (unaudited) |
| |
Period from
October 23, 2020 (inception) to December 31, 2020 |
| ||||||
Formation and operating costs
|
| | | $ | 1,065,376 | | | | | $ | 1,519 | | |
Net loss
|
| | | $ | (8,026,644) | | | | | | (1,519) | | |
Weighted average shares outstanding, Longview Class A redeemable common stock
|
| | | | 69,000,000 | | | | | | 0 | | |
Basic and diluted income per share, Longview Class A common stock
|
| | | $ | (0.00) | | | | | $ | (0.00) | | |
Weighted average shares outstanding, Longview Class B common stock non-redeemable common stock(1)
|
| | | | 16,230,663 | | | | | | 15,000,000 | | |
Basic and diluted net loss per share, Longview Class B common stock
|
| | | | (0.49) | | | | | | (0.00) | | |
Condensed Balance Sheet Data (at period end)
|
| |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
Total Assets
|
| | | $ | 690,698,387 | | | | | $ | 108,981 | | |
Total Liabilities
|
| | | $ | 61,762,809 | | | | | | 85,500 | | |
Preferred stock, $0.0001 par value
|
| | | $ | — | | | | | | — | | |
Longview Class A common stock, $0.0001 par value 250,000,000 shares
authorized; no shares issued and outstanding (excluding 69,000,000 and no shares subject to possible redemption) |
| | | $ | — | | | | | $ | — | | |
Longview Class B common stock, $0.0001 par value; 25,000,000 shares authorized; 17,250,000 shares issued and outstanding
|
| | | $ | 1,725 | | | | | | 1,725 | | |
Additional paid-in capital
|
| | | $ | — | | | | | $ | 23,275 | | |
Accumulated deficit
|
| | | $ | (61,066,147) | | | | | $ | (1,519) | | |
Total Stockholders’ Equity (Deficit)
|
| | | $ | (61,064,422) | | | | | $ | 108,981 | | |
Cash Flow Data
|
| |
June 30,
2021 (unaudited) |
| |
December 31,
2020 |
| ||||||
Net cash used in operating activities
|
| | | $ | (1,262,862) | | | | | $ | (19) | | |
Net cash provided by financing activities
|
| | | $ | 691,375,612 | | | | | | 25,000 | | |
Net cash used in investing activities
|
| | | $ | (690,000,000) | | | | | $ | — | | |
|
![]() |
| |
![]() |
|
|
Simplified Overview of HeartFlow’s solution
|
| | Clinical pathway for patients with stable coronary artery disease including the HeartFlow Analysis | |
| | |
Six Months
Ended June 30, |
| |
Year Ended
December 31, |
| ||||||||||||||||||
(in thousands)
|
| |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| ||||||||||||
Revenue
|
| | | $ | 17,955 | | | | | $ | 9,474 | | | | | $ | 22,672 | | | | | $ | 19,597 | | |
Cost of revenue
|
| | | | 8,227 | | | | | | 7,286 | | | | | | 15,290 | | | | | | 12,731 | | |
Total costs and expenses
|
| | | | 53,109 | | | | | | 47,957 | | | | | | 96,192 | | | | | | 117,213 | | |
Loss from operations
|
| | | | (35,154) | | | | | | (38,483) | | | | | | (73,520) | | | | | | (97,616) | | |
Net loss
|
| | | | (41,152) | | | | | | (37,635) | | | | | | (72,804) | | | | | | (95,797) | | |
| | |
As of
June 30, 2021 |
| |
As of December 31,
|
| | | | ||||||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| | ||||||||||||||
Cash and cash equivalents
|
| | | $ | 79,352 | | | | | $ | 41,173 | | | | | $ | 17,283 | | | | ||
Total assets
|
| | | | 102,287 | | | | | | 60,823 | | | | | | 122,508 | | | | ||
Total liabilities
|
| | | | 89,682 | | | | | | 14,064 | | | | | | 15,767 | | | | ||
Redeemable convertible preferred stock
|
| | | | 538,423 | | | | | | 538,423 | | | | | | 538,423 | | | | ||
Total stockholders’ deficit
|
| | | | (525,818) | | | | | | (491,664) | | | | | | (431,682) | | | |
(in thousands)
|
| |
Years ended December 31,
|
| |
Six months ended June 30,
|
| ||||||||||||||||||
|
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||||
Revenue
|
| | | $ | 22,672 | | | | | $ | 19,597 | | | | | $ | 17,955 | | | | | $ | 9,474 | | |
Costs and expenses | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue
|
| | | | 15,290 | | | | | | 12,731 | | | | | | 8,227 | | | | | | 7,286 | | |
Research and development
|
| | | | 30,106 | | | | | | 37,758 | | | | | | 14,788 | | | | | | 14,853 | | |
Selling, general and administrative
|
| | | | 50,796 | | | | | | 66,724 | | | | | | 30,094 | | | | | | 25,818 | | |
Total costs and expenses
|
| | | | 96,192 | | | | | | 117,213 | | | | | | 53,109 | | | | | | 47,957 | | |
Loss from operations
|
| | | | (73,520) | | | | | | (97,616) | | | | | | (35,154) | | | | | | (38,483) | | |
Interest income
|
| | | | 692 | | | | | | 2,090 | | | | | | 4 | | | | | | 588 | | |
Interest expense
|
| | | | — | | | | | | — | | | | | | (3,005) | | | | | | — | | |
Other income (expense), net
|
| | | | 24 | | | | | | (271) | | | | | | (2,997) | | | | | | 260 | | |
Net loss
|
| | | $ | (72,804) | | | | | $ | (95,797) | | | | | $ | (41,152) | | | | | $ | (37,635) | | |
| | |
Years Ended
December 31, |
| |
Six Months
Ended June 30, |
| ||||||||||||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
Net cash (used in) provided by: | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating activities
|
| | | $ | (54,541) | | | | | $ | (81,875) | | | | | $ | (29,473) | | | | | $ | (27,094) | | |
Investing activities
|
| | | | 75,227 | | | | | | 6,992 | | | | | | (2,423) | | | | | | 45,481 | | |
Financing activities
|
| | | | 2,442 | | | | | | 69,001 | | | | | | 70,073 | | | | | | 635 | | |
Effect of foreign exchange rates
|
| | | | 430 | | | | | | — | | | | | | (183) | | | | | | (20) | | |
Net increase (decrease) in cash and cash equivalents
|
| | | $ | 23,557 | | | | | $ | (5,882) | | | | | $ | 37,994 | | | | | $ | 19,002 | | |
| | |
Years Ended
December 31, |
| |
Six Months
Ended June 30, |
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | |
(dollar amounts in thousands)
|
| |
(dollar amounts in thousands)
|
| ||||||||||||||||||
Proceeds from issuance of redeemable convertible
preferred stock, net of issuance costs |
| | | | — | | | | | | 64,850 | | | | | | — | | | | | | — | | |
Proceeds from Hayfin Capital facility
|
| | | | — | | | | | | — | | | | | | 68,071 | | | | | | — | | |
Proceeds from exercise of stock options
|
| | | | 2,442 | | | | | | 4,151 | | | | | | 2,061 | | | | | | 635 | | |
Payments for deferred offering costs
|
| | | | — | | | | | | — | | | | | | (59) | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 2,442 | | | | | | 69,001 | | | | | | 70,073 | | | | | | 635 | | |
Effect of foreign exchange rates
|
| | | | 430 | | | | | | — | | | | | | (183) | | | | | | (20) | | |
| | | | | | | | | | | | | | | | | | | | |
Payments due by period
|
| |||||||||
(in thousands)
|
| |
Less than
1 year |
| |
1 to 3 years
|
| |
3 to 5 years
|
| |
More than
5 years |
| |
Total
|
| |||||||||||||||
Operating lease obligations
|
| | | | 1,856 | | | | | | 1,232 | | | | | | — | | | | | | — | | | | | | 3,088 | | |
Minimum royalties
|
| | | | 50 | | | | | | 100 | | | | | | 100 | | | | | | 250 | | | | | | 500 | | |
| | | | | 1,906 | | | | | | 1,332 | | | | | | 100 | | | | | | 250 | | | | | | 3,588 | | |
| | |
December 31, 2020
|
| |||||||||
| | |
Employees
|
| |
Non-
employees |
| ||||||
Expected life (in years)
|
| | | | 6.0 | | | | | | 4.3 | | |
Expected volatility
|
| | | | 48.10% | | | | | | 44% | | |
Risk-free interest rate
|
| | | | 0.55% | | | | | | 1.66% | | |
Dividend yield
|
| | | | 0% | | | | | | 0% | | |
| | |
Fair Market Value of New HeartFlow Common Stock
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption Date
(period to expiration of warrants) |
| |
≤10.00
|
| |
11.00
|
| |
12.00
|
| |
13.00
|
| |
14.00
|
| |
15.00
|
| |
16.00
|
| |
17.00
|
| |
≥18.00
|
| |||||||||||||||||||||||||||
60 months
|
| | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months
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| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months
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| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months
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| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months
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| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months
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| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months
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| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months
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| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months
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| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months
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| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months
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| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months
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| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months
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| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months
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| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months
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| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months
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| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months
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| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months
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| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
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Longview
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New HeartFlow
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Authorized Capital Stock
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Longview is currently authorized to issue 276,000,000 shares of capital stock, consisting of
(a) 250,000,000 shares of Longview Class A common stock, (b) 25,000,000 shares of Longview Class B common stock and (c) 1,000,000 shares of preferred stock. |
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New HeartFlow will be authorized to issue shares of capital stock, consisting of shares of New HeartFlow common stock, par value $0.0001 per share, and shares of preferred stock, par value $0.0001 per share.
Upon consummation of the Business Combination, based on an assumed Closing Date of October 31, 2021, we expect there will be shares of New HeartFlow common stock outstanding. Following consummation of the Business Combination, New HeartFlow is not expected to have any preferred stock outstanding.
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Rights of Preferred Stock
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| The Longview Board may fix for any series of preferred stock such voting powers, full or limited, or no voting powers, and such preferences, designations, powers and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as may be stated in the resolutions of the Longview Board providing for the issuance of such series. | | | The New HeartFlow Board may fix for any class or series of preferred stock such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as may be stated in the resolutions of the New HeartFlow Board providing for the issuance of such class or series. | |
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Longview
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New HeartFlow
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Number and Qualification of Directors
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| The number of directors of Longview, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series, will be fixed from time to time exclusively by the Longview Board pursuant to a resolution adopted by a majority of the Longview Board. | | | Subject to any rights of holders of preferred stock to elect directors under specified circumstances, the number of directors will be fixed from time to time solely pursuant to a resolution adopted by the New HeartFlow Board . | |
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Election of Directors
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At Longview’s annual meeting, stockholders elect directors to hold office until the next annual meeting, or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation or removal.
The election of directors shall be determined by a plurality of the votes cast at an annual meeting of stockholders by holders of Longview’s common stock.
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The stockholders shall elect directors each of whom shall hold office for a term of one year until the next annual meeting of stockholders or until his or her successor is duly elected and qualified, subject to such director's earlier death, resignation, disqualification or removal.
At stockholder meetings for the election of directors, the directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the holders of stock entitled to vote in such election.
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Removal of Directors
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| Subject to the rights of the holders of any series of preferred stock, any or all of the directors may be removed from office at any time, with or without cause, by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. | | | Subject to the rights of the holders of any series of preferred stock (as set forth in a New HeartFlow Preferred Stock Designation and adopted in compliance with the Proposed Charter), any director or the entire New HeartFlow Board may be removed from office at any time with or without cause and for any or no reason and immediately upon the approval of the holders of a majority in voting power of the shares of capital stock. | |
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Voting
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Except as otherwise required by law or the Current Charter, holders of the Longview common stock possess all voting power with respect to Longview. The holders of shares of Longview common stock shall be entitled to one vote for each such share on each matter properly submitted to Longview’s stockholders on which the holders of shares of Longview common stock are entitled to vote.
Except as otherwise required by applicable law, holders of Longview common stock are not entitled to vote on any amendment to the Current Charter that relates solely to the terms of one or more outstanding series of Longview preferred stock if the holders of such affected series of Longview preferred stock are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Current Charter or applicable law.
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Holders of New HeartFlow common stock will be entitled to cast one vote per share. Except as otherwise required by law or the Proposed Charter, directors are elected by a plurality of the votes cast.
Except as otherwise required by applicable law, holders of New HeartFlow common stock will not be entitled to vote on any amendment to the Proposed Charter that relates solely to the terms of one or more outstanding series of New HeartFlow preferred stock if the holders of such affected series of New HeartFlow preferred stock are exclusively entitled to vote thereon pursuant to the Proposed Charter or applicable law.
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Longview
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New HeartFlow
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Cumulative Voting
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| Delaware law allows for cumulative voting only if provided for in the Current Charter; however, the Current Charter does not authorize cumulative voting. | | | Delaware law allows for cumulative voting only if provided for in the Proposed Charter; however, the Proposed Charter does not authorize cumulative voting. | |
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Vacancies on the Board of Directors
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Subject to the rights of the holders of any series of preferred stock, newly created directorships resulting from an increase in the number of directors and any vacancies on the board resulting from death, resignation, retirement, disqualification, removal or other cause are filled by a majority vote of the remaining directors then in office, even if less than a quorum or by a sole remaining director.
Any director so chosen will hold office for the remainder of the one-year term and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.
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| | Any newly created directorship on the New HeartFlow Board that results from an increase in the number of directors or any vacancy occurring in the New HeartFlow Board may be filled solely and exclusively by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director. | |
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Special Meeting of the Board of Directors
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| Special meetings of the Longview Board may be called by the Chairman of the Board, President or Secretary on the written request of at least a majority of directors then in office, or the sole director, as the case may be. | | | Special meetings of the New HeartFlow Board may be called by the Chairperson of the Board, the Chief Executive Officer, the affirmative vote of a majority of the directors then in office, or by one director in the event there is only a single director in office. | |
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Stockholder Action by Written Consent
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| Under the Current Charter, there is no limitation on any action required or permitted to be taken by the stockholders of Longview being effected by written consent of the stockholders. Under Longview’s Bylaws, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock entitled to vote on such matters having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. | | | Subject to the terms of any series of preferred stock, any action required or permitted to be taken by the stockholders of New HeartFlow must be effected at an annual or special meeting of the stockholders and may not be effected by written consent; | |
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Longview
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New HeartFlow
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Amendment to Certificate of Incorporation
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Pursuant to Delaware law, an amendment to a charter generally requires the approval of the Longview Board and a majority of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class.
Article IX of the Current Charter relating to business combination requirements may not be amended prior to the consummation of the initial business combination unless approved by the affirmative vote of the holders of at least 65% of all then outstanding shares of Longview common stock.
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| | Under the Proposed Charter, an amendment to a charter generally requires the approval of the holders of the shares of the New HeartFlow common stock; provided, that in addition to any vote of the holders of shares of any class or series of capital stock of New HeartFlow required by law or by the Proposed Charter, the affirmative vote of the holders of a majority of the voting power of the then outstanding shares of capital stock of New HeartFlow entitled to vote generally in the election of directors, voting together as a single class, will be required to amend or repeal, or adopt any provision of the Proposed Charter. | |
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Amendment of the Bylaws
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| The Longview Board is expressly authorized to make, alter, amend or repeal the amended and restated Bylaws by the affirmative vote of a majority of the Longview Board. The Bylaws may also be adopted, amended, altered or repealed by the Longview stockholders representing a majority of the voting power of all of the then-outstanding shares of capital stock of Longview entitled to vote generally in the election of directors. | | | The New HeartFlow Bylaws may be amended, altered, repealed or adopted either by the affirmative vote of a majority of the New HeartFlow Board present at any regular or special meeting of the New HeartFlow Board at which a quorum is present or by the affirmative vote of the holders of a majority of the voting power of the outstanding capital stock of New HeartFlow that would be entitled to vote in the election of directors. | |
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Quorum
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Board of Directors. A majority of the Longview Board constitutes a quorum at any meeting of the Longview Board.
Stockholders. The presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock representing a majority of the voting power of all outstanding shares of capital stock entitled to vote at such meeting constitutes a quorum; expect that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series will constitute a quorum.
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Board of Directors. A majority of the New HeartFlow Board constitutes a quorum for the transaction of business at any meeting of the New HeartFlow Board.
Stockholders. The presence, in person or by proxy, at a stockholders meeting of the holders of shares of issued and outstanding capital stock of New HeartFlow representing a majority of the voting power of all issued and outstanding shares of capital stock of New HeartFlow entitled to vote at such meeting constitutes a quorum; provided, however, that where a separate vote by a class or classes of capital stock is required, the holders of a majority in voting power of the shares of such class and entitled to vote on such matter, present in person or represented by proxy, shall constitute a quorum.
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Longview
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New HeartFlow
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Interested Directors
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| Longview renounces any expectancy that any of the Longview directors or officers will offer any corporate opportunity in which he or she may become aware to Longview, except with respect to any of the directors or officers of Longview with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of Longview and (i) such opportunity is one that Longview is legally and contractually permitted to undertake and would otherwise be reasonable for Longview to pursue and (ii) to the extent the director or officer is permitted to refer that opportunity to Longview without violating another legal obligation. | | | New HeartFlow renounces any interest or expectancy of New HeartFlow in, or in being offered an opportunity to participate in, any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, any director of New HeartFlow who is not an employee of New HeartFlow or any of its subsidiaries, unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, such person expressly and solely in such person’s capacity as a director of New HeartFlow. | |
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Special Stockholder Meeting
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| The Longview Bylaws provide that a special meeting of stockholders may be called by the Chairman of the Board, Chief Executive Officer of Longview, or the Longview Board pursuant to a resolution adopted by a majority of the members of the Longview board then in office. | | | Special meetings of the New HeartFlow stockholders may be called at any time by the New HeartFlow Board, the Chairperson of the New HeartFlow Board or the Chief Executive Officer of New HeartFlow, or by or at the request of the stockholders of New HeartFlow collectively holding at least 25% of all then outstanding shares of capital stock of New HeartFlow. | |
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Notice of Stockholder Meeting
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Written notice stating the place, if any, date and time of each meeting of Longview’s stockholders, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting and the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) must be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, unless otherwise required by Delaware law.
Whenever notice is required to be given to any Longview stockholder, such notice may be given in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL.
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Except as otherwise provided by law or the Proposed Charter or New HeartFlow Bylaws, notice of each meeting of the New HeartFlow stockholders, whether annual or special, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the New HeartFlow stockholders entitled to notice of the meeting.
Without limiting the manner by which notice otherwise may be given to New HeartFlow stockholders, any notice to New HeartFlow stockholders given by New HeartFlow shall be effective if given by electronic transmission in accordance with the DGCL. The notices of all meetings shall state the place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting). The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called.
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Longview
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New HeartFlow
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Stockholder Proposals (Other than Nomination of Persons for Election as Directors)
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No business may be transacted at an annual meeting of Longview stockholders, other than business that is either (i) specified in Longview’s notice of meeting (or any supplement thereto) delivered pursuant to the Bylaws, (ii) otherwise properly brought before the annual meeting by or at the direction of the Longview Board or (iii) otherwise properly brought before the annual meeting by any Longview stockholder who is entitled to vote at the meeting, who complies with the notice procedures set forth in the Longview Bylaws.
The Longview stockholder must (i) give timely notice thereof in proper written form to the Secretary of Longview, and (ii) the business must be a proper matter for stockholder action. To be timely, a Longview stockholder’s notice must be received by the Secretary at the principal executive offices of Longview not later than the close of business on the ninetieth (90th) day nor earlier than the opening of business on the one-hundred twentieth (120th) day before the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that the annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice must be delivered not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting, is first made by Longview. The public announcement of an adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice.
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No business may be conducted at an annual meeting of New HeartFlow stockholders, other than business that is either (i) specified in New HeartFlow notice of meeting delivered pursuant to the Bylaws, (ii) otherwise properly brought before the annual meeting by or at the direction of the board (or a committee thereof) or (iii) otherwise properly brought before the annual meeting by any stockholder of New HeartFlow who was a stockholder of record of the New HeartFlow both at the time of giving the notice provided for in the Current Charter and at the time of the meeting and is entitled to vote at the meeting, who complies with the notice procedures set forth in the Bylaws and who is a stockholder of record at the time such notice is delivered to the Secretary of New HeartFlow.
The New HeartFlow stockholder must (i) give timely notice thereof in proper written form to the Secretary of New HeartFlow and (ii) provide any updates or supplements to such notice at the times and in the forms required by the charter. To be timely, a stockholder’s notice must be received at the principal executive offices of New HeartFlow not less than ninety (90) or more than one-hundred twenty (120) days prior to the one-year anniversary of the preceding year’s annual meeting; provided however if the date of the annual meeting is more than thirty (30) days before or after such anniversary date, the notice must be delivered not earlier than the opening of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by New HeartFlow. The public announcement of an adjournment or postponement of an annual meeting will not commence a new time period (or extend any time period) for the giving of a stockholder’s notice. Additionally, the stockholder must provide information pursuant to the advance notice provisions in the New HeartFlow Bylaws.
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Longview
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New HeartFlow
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Stockholder Nominations of Persons for Election as Directors
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Nominations of persons for election to the Longview Board may be made by any stockholder of Longview who is a stockholder of record entitled to vote in the election of directors on the date of the giving of the notice required (as described below) and on the record date for the determination of stockholders entitled to vote at such meeting and who gives proper notice.
To give timely notice, a stockholder’s notice must be given to the Secretary of Longview at the principal executive offices of Longview either (i) in the case of an annual meeting, not later than the close of business on the ninetieth (90th) day nor earlier than the opening of business on the one hundred twentieth (120th) day before the anniversary date of the immediately preceding annual meeting of stockholders (in most cases) and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which public announcement of the date of the special meeting is first made.
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| | Nominations of persons for election to the New HeartFlow’s Board may be made by any stockholder of New HeartFlow who provides a timely notice (i.e. provides notice which must be received in writing by the secretary of New HeartFlow at New HeartFlow’s principal executive officers either (i) in the case of an election of directors at an annual meeting, not less than ninety (90) days nor more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting (in most cases) or (ii) in the case of an election of directors at a special meeting, no later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by New HeartFlow. | |
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Limitation of Liability of Directors and Officers
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The DGCL permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of the duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit.
The Current Charter provides that no director will be personally liable to Longview or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent an exemption from liability or limitation is not permitted under the DGCL.
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The DGCL permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of the duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit.
The Proposed Charter provides that no director will be personally liable, except to the extent an exemption from liability or limitation is not permitted under the DGCL, unless a director breached his or her duty of loyalty to New HeartFlow or its stockholders, performed acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or for any transaction from which the director derived an improper personal benefit.
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Longview
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New HeartFlow
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Indemnification of Directors, Officers, Employees and Agents
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The DGCL generally permits a corporation to indemnify its directors and officers acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed with the statutory provisions governing indemnity.
The Current Charter provides that Longview will indemnify each director, officer, employee and agent to the fullest extent permitted by Delaware law.
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The DGCL generally permits a corporation to indemnify its directors and officers acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed with the statutory provisions governing indemnity.
The Proposed Charter provides that New HeartFlow may indemnify each director, officer, employee and agent to the fullest extent permitted by applicable law.
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Dividends
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Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of a corporation.
The Current Charter provides that, subject to applicable law and the rights, if any, of outstanding shares of preferred stock, the holders of shares of Longview common stock will be entitled to receive dividends (payable in cash, property, or capital stock of Longview) when, as, and if declared by the board of directors from time to time out of any assets or funds of Longview legally available thereof, and shall share equally on a per share basis in such dividends and distributions.
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Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of a corporation.
With limited exceptions in the case of certain stock dividends or disparate dividends approved by the affirmative vote of the holders of a majority of the New HeartFlow common stock, the Proposed Charter provides that New HeartFlow common stock shall be treated equally, identically, and ratably, on a per share basis, with respect to any dividends or distributions that may be declared and paid from time to time by the New HeartFlow Board out of any assets of New HeartFlow legally available for dividends or distributions.
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Longview
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New HeartFlow
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Liquidation
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| Subject to the applicable law and the rights, if any, of the holders of any outstanding shares of preferred stock, the Current Charter provides that following the payment or provision for payment of the debts and other liabilities of Longview in the event of an voluntary or involuntary liquidation, dissolution, or winding up of Longview, the holders of shares of Longview common stock shall be entitled to receive all the remaining assets of Longview available for distribution to its stockholders, ratably in proportion to the number of shares of Longview common stock held by them. | | | Subject to applicable law and the preferential or other rights of any holders of preferred stock then outstanding, the Proposed Charter provides that in the event of the liquidation or winding up of New HeartFlow, whether voluntary or involuntary, holders of New HeartFlow common stock will be entitled to receive ratably all assets of New HeartFlow available for distribution to its stockholders unless disparate or different treatment of the shares of each such class with respect to distributions upon any liquidation, dissolution, distribution of assets, or winding up is approved by the affirmative vote of the holders of a majority of the outstanding shares of New HeartFlow common stock, each voting separately as a class. | |
|
Supermajority Voting Provisions
|
| |||
| Article IX of the Current Charter relating to business combination requirements may not be amended prior to the consummation of the initial business combination unless approved by the affirmative vote of the holders of at least 65% of all then outstanding shares of Longview common stock. | | | None. | |
|
Anti-Takeover Provisions and Other Stockholder Protections
|
| |||
| The anti-takeover provisions and other stockholder protections in the Current Charter include the ability of the board of directors to designate the terms of and issue new series of preferred shares. Section 203 of the DGCL prohibit a Delaware corporation from engaging in a “business combination” with an “interested stockholder” (i.e. a stockholder owning 15% or more of Longview voting stock) for three years following the time that the “interested stockholder” becomes such, subject to certain exceptions. | | |
The anti-takeover provisions and other stockholder protections included in the Proposed Charter include a prohibition on stockholder action by written consent and blank check preferred stock.
Section 203 of the DGCL prohibit a Delaware corporation from engaging in a “business combination” with an “interested stockholder” (i.e. a stockholder owning 15% or more of Longview voting stock) for three years following the time that the “interested stockholder” becomes such, subject to certain exceptions.
|
|
|
Preemptive Rights
|
| |||
| There are no preemptive rights relating to the Longview common stock. | | | There are no preemptive rights relating to the shares of New HeartFlow common stock. | |
|
Longview
|
| |
New HeartFlow
|
|
|
Fiduciary Duties of Directors
|
| |||
|
Under Delaware law, the standards of conduct for directors have developed through Delaware court case law. Generally, directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. Members of the board of directors or any committee designated by the board of directors are similarly entitled to rely in good faith upon the records of the corporation and upon such information, opinions, reports and statements presented to the corporation by corporate officers, employees, committees of the board of directors or other persons as to matters such member reasonably believes are within such other person’s professional or expert competence, provided that such other person has been selected with reasonable care by or on behalf of the corporation. Such appropriate reliance on records and other information protects directors from liability related to decisions made based on such records and other information.
The Longview Board may exercise all such powers of Longview and do all such lawful acts and things as are not by statute or Longview’s Charter or Longview’s Bylaws directed or required to be exercised or done solely by stockholders.
|
| |
Under Delaware law, the standards of conduct for directors have developed through Delaware court case law. Generally, directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. Members of the board of directors or any committee designated by the board of directors are similarly entitled to rely in good faith upon the records of the corporation and upon such information, opinions, reports and statements presented to the corporation by corporate officers, employees, committees of the board of directors or other persons as to matters such member reasonably believes are within such other person’s professional or expert competence, provided that such other person has been selected with reasonable care by or on behalf of the corporation. Such appropriate reliance on records and other information protects directors from liability related to decisions made based on such records and other information.
The New HeartFlow Board may exercise all such authority and powers of New HeartFlow and do all such lawful acts and things as are not by statute or the New HeartFlow’s Charter or New HeartFlow Bylaws directed or required to be exercised or done solely by the stockholders.
|
|
|
Inspection of Books and Records
|
| |||
| Under the DGCL, any stockholder or beneficial owner has the right, upon written demand under oath stating the proper purpose thereof, either in person or by attorney or other agent, to inspect and make copies and extracts from the corporation’s stock ledger, list of stockholders and its other books and records for a proper purpose during the usual hours for business. Longview’s Bylaws permit Longview’s books and records to be kept within or outside Delaware. | | | Under the DGCL, any stockholder or beneficial owner has the right, upon written demand under oath stating the proper purpose thereof, either in person or by attorney or other agent, to inspect and make copies and extracts from the corporation’s stock ledger, list of stockholders and its other books and records for a proper purpose during the usual hours for business. | |
|
Longview
|
| |
New HeartFlow
|
| | ||
|
Choice of Forum
|
| | |||||
| The Current Charter generally designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for any stockholder (including a beneficial owner) to: (i) any derivative action or proceeding brought on behalf of Longview, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of Longview to Longview or Longview’s stockholders, or any claim for aiding and abetting such alleged breach (iii) any action asserting a claim against Longview, its directors, officers or employees arising pursuant to any provision of the DGCL or the Current Charter or Longview’s Bylaws, or (iv) any action asserting a claim against Longview, its directors, officers, or employees governed by the internal affairs doctrine. | | | The Proposed Charter generally designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of New HeartFlow, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee, or stockholder of New HeartFlow, (iii) any action asserting a claim against New HeartFlow or any of its directors, officers or employees arising pursuant to any provision of the DGCL, the Proposed Charter, or New HeartFlow Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine and if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. The foregoing is subject to certain exceptions including that the federal district courts of the United States are the exclusive forum for the resolution of any action arising under the Securities Act. The exclusive forum provision does not apply to suits brought to enforce any rights under the Exchange Act (which rights are not waivable by stockholders) or for which the federal courts of the United States have exclusive jurisdiction. | | | ||
|
Lock-up
|
| | | | |||
| None. | | | New HeartFlow Bylaws provides that, subject to certain exceptions specified therein, the holders of New HeartFlow common stock issued (i) as consideration pursuant to the Merger or (ii) to directors, officers and employees of New HeartFlow upon the settlement or exercise of restricted stock units, stock options or other equity awards outstanding as of immediately following the Closing of the Business Combination in respect of awards of HeartFlow outstanding immediately prior to the Closing of the Business Combination (excluding, for the avoidance of doubt, the Longview Warrants), may not transfer any of their shares of New HeartFlow common stock until the end of the period beginning on the Closing Date of the Business Combination and ending on the date that is 180 days after the Closing Date of the Business Combination. The New HeartFlow Board may, in its sole discretion, determine to waive, amend, or repeal the foregoing lock-up restriction. | | |
| | | | | | | | | | | | | | |
After the Business Combination
|
| |||||||||||||||||||||
| | | | | | | | | | | | | | |
Assuming No
Redemption(2) |
| |
Assuming Max
Redemption(2) |
| ||||||||||||||||||
| | |
Before the Business
Combination |
| |
Number of
shares of New HeartFlow Common Stock |
| | | | | | | |
Number of
shares of New HeartFlow Common Stock |
| | | | | | | |||||||||||||||
Name and Address of Beneficial Owner
|
| |
Number of
shares of Longview common stock |
| |
%
|
| |
%
|
| |
%
|
| ||||||||||||||||||||||||
Directors and Executive Officers of Longview Before the Business Combination(1)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Larry Robbins(3)
|
| | | | 5,500,000 | | | | | | 6.38% | | | | | | 4,774,637 | | | | | | 1.88% | | | | | | 10,500,000 | | | | | | 4.5% | | |
John Rodin
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Mark Horowitz
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Westley Moore
|
| | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | |
Shalinee Sharma
|
| | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | |
Brian Zied
|
| | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | |
All Directors and Executive Officers of Longview as a Group (6 Individuals)
|
| | | | 5,575,000 | | | | | | 6.46% | | | | | | 4,849,637 | | | | | | 1.91% | | | | | | 10,575,000 | | | | | | 4.56% | | |
Five Percent Holders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Longview Investors II LLC (our sponsor)(4)(5)
|
| | | | 17,175,000 | | | | | | 19.91% | | | | | | 14,900,000 | | | | | | 5.88% | | | | | | 8,550,000 | | | | | | 3.69% | | |
Total Shares Outstanding
|
| | | | 86,250,000 | | | | | | 100.00% | | | | | | 253,555,641 | | | | | | 100.00% | | | | | | 231,804,264 | | | | | | 100.00% | | |
Directors and Officers of New
HeartFlow After the Consummation of the Business Combination(6) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
John H. Stevens, M.D.(7)
|
| | |
|
—
|
| | | | | — | | | | | | 13,642,728 | | | | | | 5.40% | | | | | | 13,642,728 | | | | | | 5.84% | | |
Charles A. Taylor, Jr., Ph.D.(8)
|
| | | | — | | | | | | — | | | | | | 11,885,789 | | | | | | 4.72% | | | | | | 11,885,789 | | | | | | 5.10% | | |
Julie A. Cullivan(9)
|
| | | | — | | | | | | — | | | | | | 88,075 | | | | | | * | | | | | | 88,075 | | | | | | * | | |
Jeffrey C. Lightcap(10)
|
| | | | — | | | | | | — | | | | | | 27,040,489 | | | | | | 10.76% | | | | | | 27,040,489 | | | | | | 11.65% | | |
John Rodin
|
| | | | — | | | | | | — | | | | |
|
—
|
| | | | | — | | | | |
|
—
|
| | | | | — | | |
William C. Weldon(11)
|
| | | | — | | | | | | — | | | | | | 1,056,423 | | | | | | * | | | | | | 1,056,423 | | | | | | * | | |
| | | | | | | | | | | | | | |
After the Business Combination
|
| |||||||||||||||||||||
| | | | | | | | | | | | | | |
Assuming No
Redemption(2) |
| |
Assuming Max
Redemption(2) |
| ||||||||||||||||||
| | |
Before the Business
Combination |
| |
Number of
shares of New HeartFlow Common Stock |
| | | | | | | |
Number of
shares of New HeartFlow Common Stock |
| | | | | | | |||||||||||||||
Name and Address of Beneficial Owner
|
| |
Number of
shares of Longview common stock |
| |
%
|
| |
%
|
| |
%
|
| ||||||||||||||||||||||||
Campbell D.K. Rogers, M.D.(12)
|
| | | | — | | | | | | — | | | | | | 2,914,605 | | | | | | 1.15% | | | | | | 2,914,605 | | | | | | 1.25% | | |
All Directors and Executive Officers of New HeartFlow as a Group (9 Individuals)
|
| | |
|
—
|
| | | | | — | | | | | | 56,768,229 | | | | | | 22.53% | | | | | | 56,768,229 | | | | | | 24.39% | | |
Five Percent Holders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
HealthCor Partners Funds(10)
|
| | |
|
—
|
| | | | | — | | | | | | 27,040,489 | | | | | | 10.76% | | | | | | 27,040,489 | | | | | | 11.65% | | |
Capricorn Funds(13)
|
| | | | — | | | | | | — | | | | | | 19,281,482 | | | | | | 7.67% | | | | | | 19,281,482 | | | | | | 8.31% | | |
U.S. Venture Partners Funds(14)
|
| | | | — | | | | | | — | | | | | | 14,633,942 | | | | | | 5.82% | | | | | | 14,633,942 | | | | | | 6.31% | | |
Wellington Management
Company LLP(15) |
| | | | — | | | | | | — | | | | | | 14,602,841 | | | | | | 5.81% | | | | | | 14,602,841 | | | | | | 6.29% | | |
Christopher K. Zarins, M.D.(16)
|
| | | | — | | | | | | — | | | | | | 12,615,494 | | | | | | 4.99% | | | | | | 12,615,494 | | | | | | 5.41% | | |
Name
|
| |
Age
|
| |
Position
|
|
Executive Officers: | | | | | | | |
John H. Stevens, M.D. | | |
61
|
| | President, Chief Executive Officer and Director | |
Charles A. Taylor, Jr., Ph.D. | | |
57
|
| | Chief Technology Officer and Director | |
John C.M. Farquhar | | |
49
|
| | Chief Operating Officer | |
Campbell D.K. Rogers, M.D. | | |
60
|
| | Chief Medical Officer | |
Joseph de Schutter | | |
51
|
| | Vice President, Finance | |
Non-Employee Directors: | | | | | | | |
Julie A. Cullivan | | |
55
|
| | Director | |
Jeffrey C. Lightcap | | |
61
|
| | Director | |
John Rodin | | |
46
|
| | Director | |
William C. Weldon | | |
71
|
| | Director and Chair of the Board of Directors | |
Name
|
| |
Position
|
|
Dana G. Mead, Jr. | | | Former President and Chief Executive Officer | |
Campbell D.K. Rogers, M.D. | | | Executive Vice President and Chief Medical Officer | |
Charles A. Taylor, Jr., Ph.D. | | | Chief Technology Officer | |
Core Component
|
| |
Objective/Features
|
|
Base Salary
|
| | Base salaries are intended to provide compensation consistent with each named executive officer’s duties and authorities, contributions, prior experience and sustained performance. | |
Short-Term Incentive Bonuses
|
| | Executive officers are entitled to receive annual cash bonuses that are granted based on the achievement of overall performance targets set in accordance with their offer letters, employment agreements or the company policy for VP-level and above. | |
Stock Options
|
| | Stock options are used to provide a strong incentive for creation of long-term stockholder value, as stock options may be exercised to provide value to executives to the extent our stock price appreciates after the grant date to enhance retention and long-term thinking. Stock options granted as part of our equity compensation plan generally vest over a period of four years, which may include a one-year cliff vesting date followed by ratable monthly vesting over 36 months. Certain stock options granted under the long-term incentive plan will accelerate as to vesting upon a qualifying termination following a change in control. As of December 31, 2020, we had granted outstanding stock options to employees, board members and other advisors totaling 9,641,309, of which 6,141,309 were vested and exercisable. | |
Name and principal position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Option
awards ($)(1) |
| |
Non-equity
incentive plan compensation ($)(2) |
| |
All other
compensation ($) |
| |
Total
($) |
| |||||||||||||||||||||
Dana G. Mead, Jr.(3)
Former President and Chief Executive Officer |
| | | | 2020 | | | | | | 700,000 | | | | | | — | | | | | | — | | | | | | —(3) | | | | | | — | | | | | | 700,000 | | |
| | | 2019 | | | | | | 700,000 | | | | | | — | | | | | | 14,933,690 | | | | | | 420,000(3) | | | | | | — | | | | | | 16,053,690 | | | ||
Campbell D.K. Rogers, M.D.
Chief Medical Officer |
| | | | 2020 | | | | | | 520,000 | | | | | | — | | | | | | 680,512 | | | | | | 360,000(4) | | | | | | — | | | | | | 1,560,512 | | |
| | | 2019 | | | | | | 520,000 | | | | | | — | | | | | | — | | | | | | 295,000(4) | | | | | | — | | | | | | 815,000 | | | ||
Charles A. Taylor, Jr.,
Ph.D.(5) Chief Technology Officer |
| | | | 2020 | | | | | | 590,000 | | | | | | — | | | | | | 669,228 | | | | | | 88,500 | | | | | | — | | | | | | 1,347,728 | | |
| | | 2019 | | | | | | 535,600 | | | | | | — | | | | | | — | | | | | | 40,170 | | | | | | — | | | | | | 575,770 | | |
Name
|
| |
Date of Grant
|
| |
Number of
securities underlying unexercised options (#) exercisable |
| |
Number of
securities underlying unexercised options (#) unexercisable |
| |
Option
exercise price ($) |
| |
Option expiration date
|
| |||||||||
Dana G. Mead, Jr.(3)
|
| |
July 25, 2019
|
| | | | 1,007,027 | | | | | | 1,537,043(1) | | | | | | 9.58 | | | |
July 24, 2029
|
|
Campbell D.K. Rogers, M.D.
|
| |
May 30, 2012
|
| | | | 215,427 | | | | | | — | | | | | | 1.88 | | | |
May 29, 2022
|
|
| | |
April 22, 2013
|
| | | | 20,000 | | | | | | — | | | | | | 1.70 | | | |
April 21, 2023
|
|
| | |
November 20, 2013
|
| | | | 119,449 | | | | | | — | | | | | | 1.70 | | | |
November 19, 2023
|
|
| | |
March 9, 2016
|
| | | | 115,952 | | | | | | — | | | | | | 4.24 | | | |
March 8, 2026
|
|
| | |
February 28, 2020
|
| | | | 31,250 | | | | | | 118,750(2) | | | | | | 9.58 | | | |
February 27, 2030
|
|
| | |
April 22, 2020
|
| | | | 1,416 | | | | | | 5,384(2) | | | | | | 9.58 | | | |
April 21, 2030
|
|
Charles A. Taylor, Jr., Ph.D.
|
| |
November 1, 2011
|
| | | | 150,000 | | | | | | — | | | | | | 1.24 | | | |
October 31, 2021
|
|
| | |
November 20, 2013
|
| | | | 97,703 | | | | | | — | | | | | | 1.70 | | | |
November 19, 2023
|
|
| | |
March 9, 2017
|
| | | | 93,750 | | | | | | 6,250(2) | | | | | | 4.31 | | | |
March 8, 2027
|
|
| | |
April 22, 2020
|
| | | | 875 | | | | | | 3,325(2) | | | | | | 9.58 | | | |
April 21, 2030
|
|
| | |
June 25, 2020
|
| | | | 15,625 | | | | | | 134,375(2) | | | | | | 9.58 | | | |
June 24, 2030
|
|
| | |
Page
|
| |||
Audited Financial Statements of Longview Acquisition Corp. II | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
Unaudited Condensed Interim Financial Statements of Longview Acquisition Corp. II | | | | | | | |
| | | | F-18 | | | |
| | | | F-19 | | | |
| | | | F-20 | | | |
| | | | F-21 | | | |
| | | | F-22 | | |
| | |
Page
|
| |||
Consolidated Financial Statements as of and for the Years Ended December 31, 2020 and 2019 | | | | | | | |
| | | | F-37 | | | |
| | | | F-38 | | | |
| | | | F-39 | | | |
| | | | F-40 | | | |
| | | | F-41 | | | |
| | | | F-42 | | | |
Unaudited Condensed Consolidated Interim Financial Statements as of and for the Six-Month Periods
Ended June 30, 2021 and 2020 |
| | | | | | |
| | | | F-71 | | | |
| | | | F-72 | | | |
| | | | F-73 | | | |
| | | | F-74 | | | |
| | | | F-75 | | |
| ASSETS | | | | | | | |
|
Current asset – cash
|
| | | $ | 24,981 | | |
|
Deferred offering costs
|
| | | | 84,000 | | |
|
Total Assets
|
| | | $ | 108,981 | | |
| LIABILITIES AND STOCKHOLDER’S EQUITY | | | | | | | |
| Liabilities: | | | | | | | |
| Current liabilities: | | | | | | | |
|
Accrued expenses
|
| | | $ | 1,500 | | |
|
Accrued offering costs
|
| | | | 84,000 | | |
|
Total Current Liabilities
|
| | | | 85,500 | | |
| Commitments and contingencies | | | | | | | |
| Stockholder’s Equity: | | | | | | | |
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class A common stock, $0.0001 par value; 250,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class B common stock, $0.0001 par value; 25,000,000 shares authorized; 17,250,000 shares issued and outstanding(1)
|
| | | | 1,725 | | |
|
Additional paid-in capital
|
| | | | 23,275 | | |
|
Accumulated deficit
|
| | | | (1,519) | | |
|
Total Stockholder’s Equity
|
| | | | 23,481 | | |
|
Total Liabilities and Stockholder’s Equity
|
| | | $ | 108,981 | | |
|
Formation costs
|
| | | $ | 1,519 | | |
|
Net loss
|
| | | $ | (1,519) | | |
|
Weighted average shares outstanding, basic and diluted(1)
|
| | | | 15,000,000 | | |
|
Basic and diluted net loss per common share
|
| | | $ | (0.00) | | |
| | |
Class B
Common Stock |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholder’s Equity |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance, October 23, 2020 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor(1)
|
| | | | 17,250,000 | | | | | | 1,725 | | | | | | 23,275 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,519) | | | | | | (1,519) | | |
Balance, December 31, 2020
|
| | | | 17,250,000 | | | | | $ | 1,725 | | | | | $ | 23,275 | | | | | $ | (1,519) | | | | | $ | 23,481 | | |
| Cash flows from operating activities: | | | | | | | |
|
Net loss
|
| | | $ | (1,519) | | |
| Changes in operating assets and liabilities: | | | | | | | |
|
Accrued expenses
|
| | | | 1,500 | | |
|
Net cash used in operating activities
|
| | | | (19) | | |
| Cash Flows from Financing Activities | | | | | | | |
|
Proceeds from issuance of Class B common stock to Sponsor
|
| | | | 25,000 | | |
|
Net cash provided by financing activities
|
| | | | 25,000 | | |
|
Net change in cash
|
| | | | 24,981 | | |
|
Cash at beginning of period
|
| | | | — | | |
|
Cash at end of period
|
| | | $ | 24,981 | | |
| Non-cash financing activities: | | | | | | | |
|
Deferred offering costs included in accrued offering costs
|
| | | $ | 84,000 | | |
| | |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 137,731 | | | | | $ | 24,981 | | |
Prepaid expenses
|
| | | | 528,049 | | | | | | — | | |
Total Current Assets
|
| | | | 665,780 | | | | | | 24,981 | | |
Deferred offering costs
|
| | | | — | | | | | | 84,000 | | |
Investments held in Trust Account
|
| | | | 690,032,607 | | | | | | — | | |
TOTAL ASSETS
|
| | | $ | 690,698,387 | | | | | $ | 108,981 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | $ | 332,063 | | | | | $ | 1,500 | | |
Accrued offering costs
|
| | | | 17,000 | | | | | | 84,000 | | |
Total Current Liabilities
|
| | | | 349,063 | | | | | | 85,500 | | |
Warrant Liabilities
|
| | | | 32,332,000 | | | | | | — | | |
Forward Purchase Agreement Liabilities
|
| | | | 6,856,746 | | | | | | — | | |
Deferred underwriting fee payable
|
| | | | 22,225,000 | | | | | | — | | |
Total Liabilities
|
| | | | 61,762,809 | | | | | | 85,500 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Class A common stock subject to possible redemption 69,000,000 and no shares at $10.00 per share
|
| | | | 690,000,000 | | | | | | — | | |
Stockholders’ Equity (Deficit) | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
|
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value; 250,000,000 shares authorized; no
shares issued and outstanding (excluding 69,000,000 and no shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively |
| | | | — | | | | | | — | | |
Class B common stock, $0.0001 par value; 25,000,000 shares authorized; 17,250,000 shares issued and outstanding at June 30, 2021 and December 31, 2020
|
| | | | 1,725 | | | | | | 1,725 | | |
Additional paid-in capital
|
| | | | — | | | | | | 23,275 | | |
Accumulated deficit
|
| | | | (61,066,147) | | | | | | (1,519) | | |
Total Stockholders’ Equity (Deficit)
|
| | | | (61,064,422) | | | | | | 23,481 | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
| | | $ | 690,698,387 | | | | | $ | 108,981 | | |
| | |
Three Months
Ended June 30, 2021 |
| |
Six Months
Ended June 30, 2021 |
| ||||||
Operating and formation costs
|
| | | $ | 1,004,178 | | | | | $ | 1,065,376 | | |
Loss from operations
|
| | | | (1,004,178) | | | | | | (1,065,376) | | |
Other income (expense): | | | | | | | | | | | | | |
Change in fair value of warrant liabilities
|
| | | | 1,394,000 | | | | | | 864,000 | | |
Change in fair value of FPA liabilities
|
| | | | 3,195,434 | | | | | | 3,046,211 | | |
Initial classification of FPA liabilities
|
| | | | — | | | | | | (9,902,957) | | |
Transaction costs allocated to warrant liabilities
|
| | | | — | | | | | | (1,001,129) | | |
Interest earned on investments held Trust Account
|
| | | | 32,556 | | | | | | 32,607 | | |
Total other income (expenses), net
|
| | | | 4,621,990 | | | | | | (6,961,268) | | |
Net income (loss)
|
| | | $ | 3,617,812 | | | | | $ | (8,026,644) | | |
Weighted average shares outstanding, Class A redeemable common stock
|
| | | | 69,000,000 | | | | | | 69,000,000 | | |
Basic and diluted net income per share, Class A redeemable common stock
|
| | | $ | 0.00 | | | | | $ | 0.00 | | |
Weighted average shares outstanding, Class B non-redeemable
common stock |
| | | | 17,250,000 | | | | | | 16,230,663 | | |
Basic and diluted net income (loss) per share, Class B non-redeemable common stock
|
| | | $ | 0.21 | | | | | $ | (0.49) | | |
| | |
Class A
Common Stock |
| |
Class B
Common Stock |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity (Deficit) |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – January 1, 2021
|
| | | | — | | | | | $ | — | | | | | | 17,250,000 | | | | | $ | 1,725 | | | | | $ | 23,275 | | | | | $ | (1,519) | | | | | $ | 23,481 | | |
Sale of 69,000,000 Units, net of
underwriting discounts, initial value of public warrants and other offering costs |
| | | | 69,000,000 | | | | | | 6,900 | | | | | | — | | | | | | — | | | | | | 636,245,841 | | | | | | — | | | | | | 636,252,741 | | |
Cash paid in excess of fair value
of Private Placement Warrants |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 686,000 | | | | | | — | | | | | | 686,000 | | |
Class A common stock subject to
possible redemption |
| | | | (69,000,000) | | | | | | (6,900) | | | | | | — | | | | | | — | | | | | | (636,955,116) | | | | | | (53,032,534) | | | | | | (689,994,550) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (11,644,456) | | | | | | (11,644,456) | | |
Balance – March 31, 2021 (unaudited)
|
| | | | — | | | | | $ | — | | | | | | 17,250,000 | | | | | $ | 1,725 | | | | | $ | — | | | | | $ | (64,678,509) | | | | | $ | (64,676,784) | | |
Change in value of Class A common stock subject to possible redemption
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
|
(5,450)
|
| | | |
|
(5,450)
|
| |
Net Income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,617,812 | | | | | | 3,617,812 | | |
Balance – June 30, 2021 (unaudited)
|
| | | | — | | | | | $ | — | | | | | | 17,250,000 | | | | | $ | 1,725 | | | | | $ | — | | | | | $ | (61,066,147) | | | | | $ | (61,064,422) | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (8,026,644) | | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
|
Interest earned on marketable securities held in Trust Account
|
| | | | (32,607) | | |
|
Change in fair value of warrant liabilities
|
| | | | (864,000) | | |
|
Change in fair value of FPA liabilities
|
| | | | (3,046,211) | | |
|
Initial classification of FPA liabilities
|
| | | | 9,902,957 | | |
|
Transaction costs allocated to warrant liabilities
|
| | | | 1,001,129 | | |
|
Changes in operating assets and liabilities:
|
| | | | | | |
|
Prepaid expenses
|
| | | | (528,049) | | |
|
Accounts payable and accrued expenses
|
| | | | 330,563 | | |
|
Net cash used in operating activities
|
| | | | (1,262,862) | | |
| Cash Flows from Investing Activities: | | | | | | | |
|
Investment of cash in Trust Account
|
| | | | (690,000,000) | | |
|
Net cash used in investing activities
|
| | | | (690,000,000) | | |
| Cash Flows from Financing Activities: | | | | | | | |
|
Proceeds from sale of Units, net of underwriting discounts paid
|
| | | | 677,300,000 | | |
|
Proceeds from sale of Private Placements Warrants
|
| | | | 14,700,000 | | |
|
Proceeds from promissory note – related party
|
| | | | 300,000 | | |
|
Repayment of promissory note – related party
|
| | | | (300,000) | | |
|
Payment of offering costs
|
| | | | (624,388) | | |
|
Net cash provided by financing activities
|
| | | | 691,375,612 | | |
|
Net Change in Cash
|
| | | | 112,750 | | |
|
Cash – Beginning of period
|
| | | | 24,981 | | |
|
Cash – End of period
|
| | | $ | 137,731 | | |
| Non-Cash investing and financing activities: | | | | | | | |
|
Offering costs included in accrued offering costs
|
| | | $ | 17,000 | | |
|
Initial classification of Class A common stock subject to possible redemption
|
| | | $ | 689,260,220 | | |
|
Remeasurement of Class A common stock subject to possible redemption
|
| | | $ | 739,780 | | |
|
Deferred underwriting fee payable
|
| | | $ | 22,225,000 | | |
| | |
Three Months
Ended June 30, 2021 |
| |
Six Months
Ended June 30, 2021 |
| ||||||
Redeemable Class A Common Stock | | | | | | | | | | | | | |
Numerator: Earnings allocable to Redeemable Class A Common Stock | | | | | | | | | | | | | |
Interest Income
|
| | | $ | 32,556 | | | | | $ | 32,607 | | |
Less: income available to pay franchise and income taxes
|
| | | | (32,556) | | | | | | (32,607) | | |
Net Earnings
|
| | | $ | — | | | | | $ | — | | |
Denominator: Weighted Average Redeemable Class A Common Stock | | | | | | | | | | | | | |
Redeemable Class A Common Stock, Basic and Diluted
|
| | | | 69,000,000 | | | | | | 69,000,000 | | |
Earnings/Basic and Diluted Redeemable Class A Common Stock
|
| | | $ | 0.00 | | | | | $ | 0.00 | | |
Non-Redeemable Class B Common Stock | | | | | | | | | | | | | |
Numerator: Net Loss minus Redeemable Net Earnings | | | | | | | | | | | | | |
Net Income (loss)
|
| | | $ | 3,617,812 | | | | | $ | (8,026,644) | | |
Less: Redeemable Net Earnings
|
| | | | — | | | | | | — | | |
Non-Redeemable Net Income (Loss)
|
| | | $ | 3,617,812 | | | | | $ | (8,026,644) | | |
Denominator: Weighted Average Non-Redeemable Class B Common Stock | | | | | | | | | | | | | |
Non-Redeemable Class B Common Stock, Basic and Diluted(1)
|
| | | | 17,250,000 | | | | | | 16,230,663 | | |
Income (Loss)/Basic and Diluted Non-Redeemable Class A and B Common Stock
|
| | | $ | 0.21 | | | | | $ | (0.49) | | |
| | |
Held-To-Maturity
|
| |
Level
|
| |
Amortized
Cost |
| |
Gross
Holding Gain |
| |
Fair
Value |
| ||||||||||||
June 30, 2021
|
| |
U.S. Treasury Securities
(Mature on 6/24/2021) |
| | | | 1 | | | | | $ | 690,031,668 | | | | | $ | 1,530 | | | | | $ | 690,033,198 | | |
Description
|
| |
Level
|
| |
June 30,
2021 |
| ||||||
Liabilities: | | | | | | | | | | | | | |
Warrant Liability – Public Warrants
|
| | | | 1 | | | | | $ | 18,906,000 | | |
Warrant Liability – Private Placement Warrants
|
| | | | 2 | | | | | $ | 13,426,000 | | |
FPA Liability
|
| | | | 3 | | | | | $ | 6,856,746 | | |
Input
|
| |
June 30, 2021
|
| |||
Risk-free interest rate – FPA
|
| | | | 0.11% | | |
Remaining term – FPA
|
| | | | 1.23 | | |
Expected volatility
|
| | | | 18.5% | | |
Exercise price
|
| | | $ | 11.50 | | |
Stock Price
|
| | | $ | 9.80 | | |
| | |
Private Placement
|
| |
Public
|
| |
FPA
|
| |||||||||
Fair value as of January 1, 2021
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Initial measurement on March 23, 2021 (Initial Public Offering)
|
| | | | 14,014,000 | | | | | | 19,182,000 | | | | | | 9,902,957 | | |
Transfers to Level 1
|
| | | | — | | | | | | (18,906,000) | | | | | | — | | |
Transfers to Level 2
|
| | | | (13,426,000) | | | | | | — | | | | | | — | | |
Change in fair value
|
| | | | (588,000) | | | | | | (276,000) | | | | | | (3,046,211) | | |
Fair value as of June 30, 2021
|
| | | $ | — | | | | | $ | — | | | | | $ | 6,856,746 | | |
(in thousands, except per share, share and par value data)
|
| |
2020
|
| |
2019
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 41,173 | | | | | $ | 17,283 | | |
Short-term investments
|
| | | | — | | | | | | 78,962 | | |
Accounts receivable, net
|
| | | | 5,905 | | | | | | 5,450 | | |
Restricted cash, current portion
|
| | | | 817 | | | | | | 759 | | |
Prepaid expenses and other current assets
|
| | | | 3,228 | | | | | | 3,800 | | |
Total current assets
|
| | | | 51,123 | | | | | | 106,254 | | |
Property and equipment, net
|
| | | | 6,560 | | | | | | 13,729 | | |
Restricted cash, net of current portion
|
| | | | 1,982 | | | | | | 2,373 | | |
Other non-current assets
|
| | | | 1,158 | | | | | | 152 | | |
Total assets
|
| | | $ | 60,823 | | | | | $ | 122,508 | | |
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Deficit | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 1,350 | | | | | $ | 1,656 | | |
Accrued expenses and other current liabilities
|
| | | | 12,450 | | | | | | 12,589 | | |
Total current liabilities
|
| | | | 13,800 | | | | | | 14,245 | | |
Other non-current liabilities
|
| | | | 264 | | | | | | 1,522 | | |
Total liabilities
|
| | | | 14,064 | | | | | | 15,767 | | |
Commitments (Note 6) | | | | | | | | | | | | | |
Redeemable convertible preferred stock issuable in series, $0.001 par value;
|
| | | | | | | | | | | | |
40,804,030 shares authorized as of December 31, 2020 and 2019;
|
| | | | | | | | | | | | |
39,422,361 shares issued and outstanding as of December 31, 2020 and 2019;
|
| | | | | | | | | | | | |
aggregate liquidation value of $610,139 and $601,741 as of December 31, 2020 and 2019, respectively
|
| | | | 538,423 | | | | | | 538,423 | | |
Stockholders’ deficit | | | | | | | | | | | | | |
Common stock: $0.001 par value; 68,677,700 shares authorized as of
|
| | | | | | | | | | | | |
December 31, 2020 and 2019; 13,243,677 and 11,600,899 shares
|
| | | | | | | | | | | | |
issued and outstanding as of December 31, 2020 and 2019, respectively
|
| | | | 13 | | | | | | 11 | | |
Additional paid-in capital
|
| | | | 28,171 | | | | | | 17,272 | | |
Accumulated other comprehensive income
|
| | | | 430 | | | | | | 88 | | |
Accumulated deficit
|
| | | | (520,278) | | | | | | (449,053) | | |
Total stockholders’ deficit
|
| | | | (491,664) | | | | | | (431,682) | | |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit
|
| | | $ | 60,823 | | | | | $ | 122,508 | | |
| | | | ||||||||||
| | |
Year ended
December 31, |
| |||||||||
(in thousands, except per share and share data)
|
| |
2020
|
| |
2019
|
| ||||||
Revenue
|
| | | $ | 22,672 | | | | | $ | 19,597 | | |
Costs and expenses | | | | | | | | | | | | | |
Cost of revenue
|
| | | | 15,290 | | | | | | 12,731 | | |
Research and development
|
| | | | 30,106 | | | | | | 37,758 | | |
Selling, general and administrative
|
| | | | 50,796 | | | | | | 66,724 | | |
Total costs and expenses
|
| | | | 96,192 | | | | | | 117,213 | | |
Loss from operations
|
| | | | (73,520) | | | | | | (97,616) | | |
Interest and other income (expense), net
|
| | | | 716 | | | | | | 1,819 | | |
Net loss
|
| | | $ | (72,804) | | | | | $ | (95,797) | | |
Cumulative dividends on Series C redeemable convertible preferred stock
|
| | | | (8,399) | | | | | | (8,376) | | |
Net loss attributable to common stockholders
|
| | | $ | (81,203) | | | | | $ | (104,173) | | |
Net loss per share attributable to common stockholders, basic and diluted
|
| | | $ | (6.55) | | | | | $ | (9.41) | | |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted
|
| | | | 12,406,056 | | | | | | 11,072,801 | | |
Comprehensive loss | | | | | | | | | | | | | |
Net loss
|
| | | $ | (72,804) | | | | | $ | (95,797) | | |
Other comprehensive income: | | | | | | | | | | | | | |
Unrealized (loss) gain on available for sale securities, net
|
| | | | (88) | | | | | | 273 | | |
Foreign currency translation gain
|
| | | | 430 | | | | | | — | | |
Comprehensive loss
|
| | | $ | (72,462) | | | | | $ | (95,524) | | |
(in thousands, except share and per share data)
|
| |
Redeemable Convertible
Preferred Stock |
| | |
Common stock
|
| |
Additional
paid-in capital |
| |
Accumulated
other comprehensive (loss) gain |
| |
Accumulated
deficit |
| |
Total
stockholders’ deficit |
| ||||||||||||||||||||||||||||||
|
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2018
|
| | | | 36,856,408 | | | | | $ | 473,572 | | | | | | | 10,390,497 | | | | | $ | 10 | | | | | $ | 5,350 | | | | | $ | (185) | | | | | $ | (353,256) | | | | | $ | (348,081) | | |
Issuance of Series E redeemable
convertible preferred stock at $25.33 per share, net of issuance cost of $149 |
| | | | 2,565,953 | | | | | | 64,851 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Repurchase of common stock from employees
|
| | | | — | | | | | | — | | | | | | | (10,610) | | | | | | — | | | | | | (103) | | | | | | — | | | | | | — | | | | | | (103) | | |
Stock-based compensation
expense |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 7,740 | | | | | | — | | | | | | — | | | | | | 7,740 | | |
Vesting of early exercised stock options
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 32 | | | | | | — | | | | | | — | | | | | | 32 | | |
Issuance of common stock upon exercise of stock options
|
| | | | — | | | | | | — | | | | | | | 1,221,012 | | | | | | 1 | | | | | | 4,253 | | | | | | — | | | | | | — | | | | | | 4,254 | | |
Change in unrealized gain on available-
for-sale securities, net |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | 273 | | | | | | — | | | | | | 273 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (95,797) | | | | | | (95,797) | | |
Balance as of December 31, 2019
|
| | | | 39,422,361 | | | | | $ | 538,423 | | | | | | | 11,600,899 | | | | | $ | 11 | | | | | $ | 17,272 | | | | | $ | 88 | | | | | $ | (449,053) | | | | | $ | (431,682) | | |
Balance at January 1, 2020, as previously reported
|
| | | | 39,422,361 | | | | | | 538,423 | | | | | | | 11,600,899 | | | | | | 11 | | | | | | 17,272 | | | | | | 88 | | | | | | (449,053) | | | | | | (431,682) | | |
Cumulative-effect adjustment for the adoption of ASU 2016-09
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,448 | | | | | | 1,448 | | |
Cumulative-effect adjustment for the adoption of ASU 2018-07
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | (131) | | | | | | — | | | | | | 131 | | | | | | — | | |
Adjusted balance as of January 1, 2020
|
| | | | 39,422,361 | | | | | $ | 538,423 | | | | | | | 11,600,899 | | | | | $ | 11 | | | | | $ | 17,141 | | | | | $ | 88 | | | | | $ | (447,474) | | | | | $ | (430,234) | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 8,558 | | | | | | — | | | | | | — | | | | | | 8,558 | | |
Vesting of early exercised stock options
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 32 | | | | | | — | | | | | | — | | | | | | 32 | | |
Issuance of common stock upon exercise of stock options
|
| | | | — | | | | | | — | | | | | | | 1,642,778 | | | | | | 2 | | | | | | 2,440 | | | | | | — | | | | | | — | | | | | | 2,442 | | |
Change in unrealized loss on available-
for-sale securities, net |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (88) | | | | | | — | | | | | | (88) | | |
Foreign currency translation gain
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | 430 | | | | | | — | | | | | | 430 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (72,804) | | | | | | (72,804) | | |
Balance as of December 31, 2020
|
| | | | 39,422,361 | | | | | $ | 538,423 | | | | | | | 13,243,677 | | | | | $ | 13 | | | | | $ | 28,171 | | | | | $ | 430 | | | | | $ | (520,278) | | | | | $ | (491,664) | | |
| | |
Year ended
December 31, |
| |||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| ||||||
Cash flows from operating activities
|
| | | | | | | | | | | | |
Net loss
|
| | | $ | (72,804) | | | | | $ | (95,797) | | |
Adjustments to reconcile net loss to net cash used in operating activities | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 10,943 | | | | | | 11,011 | | |
Stock-based compensation expense
|
| | | | 8,558 | | | | | | 7,740 | | |
Amortization of premiums on investments, net
|
| | | | (126) | | | | | | (612) | | |
Changes in assets and liabilities
|
| | | | | | | | | | | | |
Accounts receivable, net
|
| | | | (190) | | | | | | (3,879) | | |
Prepaid expenses and other current assets
|
| | | | 572 | | | | | | 682 | | |
Other assets
|
| | | | 177 | | | | | | 151 | | |
Accounts payable
|
| | | | (306) | | | | | | (238) | | |
Accrued expenses and other current liabilities
|
| | | | (107) | | | | | | 170 | | |
Other non-current liabilities
|
| | | | (1,258) | | | | | | (1,103) | | |
Net cash used in operating activities
|
| | | | (54,541) | | | | | | (81,875) | | |
Cash flows from investing activities | | | | | | | | | | | | | |
Purchase of property and equipment
|
| | | | (3,773) | | | | | | (8,361) | | |
Proceeds from maturities of investments
|
| | | | 79,000 | | | | | | 116,500 | | |
Purchase of investments
|
| | | | — | | | | | | (101,147) | | |
Net cash provided by investing activities
|
| | | | 75,227 | | | | | | 6,992 | | |
Cash flows from financing activities | | | | | | | | | | | | | |
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs
|
| | | | — | | | | | | 64,851 | | |
Proceeds from exercise of stock options
|
| | | | 2,442 | | | | | | 4,150 | | |
Net cash provided by financing activities
|
| | | | 2,442 | | | | | | 69,001 | | |
Effect of foreign exchange rates
|
| | | | 430 | | | | | | — | | |
Cash, cash equivalents, and restricted cash: | | | | | | | | | | | | | |
Net change during the period
|
| | | | 23,557 | | | | | | (5,882) | | |
Balance, beginning of period
|
| | | | 20,415 | | | | | | 26,297 | | |
Balance, end of period
|
| | | $ | 43,972 | | | | | $ | 20,415 | | |
Supplemental disclosure of cash flow information: | | | | | | | | | | | | | |
Cash paid for taxes
|
| | | $ | 26 | | | | | $ | 315 | | |
Supplemental disclosure of non-cash investing and financing activities: | | | | | | | | | | | | | |
Vesting of early exercised stock options
|
| | | $ | 32 | | | | | $ | — | | |
Entity Name
|
| |
Country of Incorporation
|
|
HeartFlow Japan G.K. | | |
Japan
|
|
HeartFlow Technology Ltd. | | |
Cayman Islands
|
|
HeartFlow International Sarl | | |
Switzerland
|
|
HeartFlow U.K. Ltd | | |
United Kingdom
|
|
HeartFlow Technology U.K. Limited | | |
United Kingdom
|
|
| | |
Year ended
December 31, |
| |||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| ||||||
Cash and cash equivalents
|
| | | $ | 41,173 | | | | | $ | 17,283 | | |
Restricted cash included in total current assets
|
| | | | 817 | | | | | | 759 | | |
Restricted cash included in total assets
|
| | | | 1,982 | | | | | | 2,373 | | |
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows
|
| | | $ | 43,972 | | | | | $ | 20,415 | | |
| | |
Year ended
|
| |||||||||
| | |
December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
United States
|
| | | $ | 16,626 | | | | | $ | 14,089 | | |
United Kingdom
|
| | | | 4,422 | | | | | | 4,718 | | |
Japan
|
| | | | 989 | | | | | | 303 | | |
Rest of Europe
|
| | | | 635 | | | | | | 487 | | |
Total revenue
|
| | | $ | 22,672 | | | | | $ | 19,597 | | |
December 31, 2020
|
| | | | | | | |
Gross Unrealized
|
| |
Fair Value
|
| |
Reported as:
|
| |||||||||||||||||||||
|
Amortized
Cost |
| |
Cash
Equivalents |
| |
Short-Term
Investments |
| |||||||||||||||||||||||||||||
|
Gains
|
| |
Losses
|
| ||||||||||||||||||||||||||||||||
Level 1
Money market funds |
| | | $ | 36,367 | | | | | $ | — | | | | | $ | — | | | | | $ | 36,367 | | | | | $ | 36,367 | | | | | $ | — | | |
December 31, 2019
|
| | | | | | | |
Gross Unrealized
|
| |
Fair Value
|
| |
Reported as:
|
| |||||||||||||||||||||
|
Amortized
Cost |
| |
Cash
Equivalents |
| |
Short-Term
Investments |
| |||||||||||||||||||||||||||||
|
Gains
|
| |
Losses
|
| ||||||||||||||||||||||||||||||||
Level 1 | | | | | | | | ||||||||||||||||||||||||||||||
Money market funds
|
| | | $ | 12,480 | | | | | $ | — | | | | | $ | — | | | | | $ | 12,480 | | | | | $ | 12,480 | | | | | $ | — | | |
U.S. treasury bills
|
| | | | 78,874 | | | | | | 88 | | | | | | | | | | | | 78,962 | | | | | | — | | | | | | 78,962 | | |
Total
|
| | | $ | 91,354 | | | | | $ | 88 | | | | | $ | — | | | | | $ | 91,442 | | | | | $ | 12,480 | | | | | $ | 78,962 | | |
| | |
December 31,
|
| |||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| ||||||
Amortized cost
|
| | | $ | — | | | | | $ | 78,874 | | |
Unrealized loss
|
| | | | — | | | | | | 88 | | |
| | | | $ | — | | | | | $ | 78,962 | | |
Short-term investments
|
| | | $ | — | | | | | $ | 78,962 | | |
| | |
December 31,
|
| |||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| ||||||
Computer equipment and software
|
| | | $ | 9,377 | | | | | $ | 9,314 | | |
Furniture, fixtures and equipment
|
| | | | 1,533 | | | | | | 1,533 | | |
Capitalized internal-use software
|
| | | | 37,224 | | | | | | 33,512 | | |
Leasehold improvements
|
| | | | 7,034 | | | | | | 7,034 | | |
Total property and equipment
|
| | | | 55,168 | | | | | | 51,393 | | |
Less: Accumulated depreciation and amortization
|
| | | | (48,608) | | | | | | (37,664) | | |
| | | | $ | 6,560 | | | | | $ | 13,729 | | |
| | |
December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Contract costs, net
|
| | | $ | 1,120 | | | | | $ | — | | |
Other non-current assets
|
| | | | 38 | | | | | | 152 | | |
| | | | $ | 1,158 | | | | | $ | 152 | | |
| | |
December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Accrued payroll and related expenses
|
| | | $ | 6,214 | | | | | $ | 6,049 | | |
Accrued clinical trial expenses
|
| | | | 1,920 | | | | | | 2,474 | | |
Deferred rent, current portion
|
| | | | 1,180 | | | | | | 1,103 | | |
Professional fees
|
| | | | 372 | | | | | | 325 | | |
Other current liabilities
|
| | | | 2,764 | | | | | | 2,638 | | |
| | | | $ | 12,450 | | | | | $ | 12,589 | | |
Years ending December 31,
|
| |
Operating
leases |
| |
Sublease
income |
| |
Net operating
leases |
| |||||||||
2021
|
| | | $ | 3,019 | | | | | $ | 1,163 | | | | | $ | 1,856 | | |
2022
|
| | | | 719 | | | | | | — | | | | | | 719 | | |
2023
|
| | | | 513 | | | | | | — | | | | | | 513 | | |
Total minimum lease payments
|
| | | $ | 4,251 | | | | | $ | 1,163 | | | | | $ | 3,088 | | |
Years ending December 31,
|
| |
Minimum
royalties |
| |||
2021
|
| | | $ | 50 | | |
2022
|
| | | | 50 | | |
2023
|
| | | | 50 | | |
2024
|
| | | | 50 | | |
2025 and after
|
| | | | 300 | | |
Total minimum royalty obligations
|
| | | $ | 500 | | |
| | | | | | | | |
December 31, 2020
|
| | ||||||||||||||
| | |
Number of
Shares Authorized |
| |
Shares
Outstanding |
| |
Carrying
value |
| |
Liquidation
amount |
| ||||||||||||
Series A
|
| | | | 4,082,965 | | | | | | 4,082,965 | | | | | $ | 2,041 | | | | | $ | 2,041 | | |
Series B-1
|
| | | | 1,954,846 | | | | | | 1,954,846 | | | | | | 6,940 | | | | | | 6,940 | | |
Series B-2
|
| | | | 2,848,263 | | | | | | 2,848,263 | | | | | | 10,111 | | | | | | 10,111 | | |
Series C-1
|
| | | | 8,125,668 | | | | | | 8,125,668 | | | | | | 74,712 | | | | | | 129,155 | | |
Series C-2
|
| | | | 3,217,766 | | | | | | 3,217,766 | | | | | | 29,666 | | | | | | 46,020 | | |
Series D
|
| | | | 7,151,873 | | | | | | 7,151,873 | | | | | | 110,756 | | | | | | 110,854 | | |
Series E
|
| | | | 13,422,649 | | | | | | 12,040,980 | | | | | | 304,197 | | | | | | 305,018 | | |
| | | | | 40,804,030 | | | | | | 39,422,361 | | | | | $ | 538,423 | | | | | $ | 610,139 | | |
| | | | | | | | |
December 31, 2019
|
| | | | | | | |||||||||
| | |
Number of
Shares Authorized |
| |
Shares
Outstanding |
| |
Carrying
value |
| |
Liquidation
amount |
| ||||||||||||
Series A
|
| | | | 4,082,965 | | | | | | 4,082,965 | | | | | $ | 2,000 | | | | | $ | 2,041 | | |
Series B-1
|
| | | | 1,954,846 | | | | | | 1,954,846 | | | | | | 10,139 | | | | | | 6,940 | | |
Series B-2
|
| | | | 2,848,263 | | | | | | 2,848,263 | | | | | | 10,139 | | | | | | 10,111 | | |
Series C-1
|
| | | | 8,125,668 | | | | | | 8,125,668 | | | | | | 74,712 | | | | | | 123,140 | | |
Series C-2
|
| | | | 3,217,766 | | | | | | 3,217,766 | | | | | | 29,666 | | | | | | 43,637 | | |
Series D
|
| | | | 7,151,873 | | | | | | 7,151,873 | | | | | | 110,756 | | | | | | 110,854 | | |
Series E
|
| | | | 13,422,649 | | | | | | 12,040,980 | | | | | | 301,011 | | | | | | 305,018 | | |
| | | | | 40,804,030 | | | | | | 39,422,361 | | | | | $ | 538,423 | | | | | $ | 601,741 | | |
| | |
Shares
Available for Grant |
| |
Number
of Shares |
| |
Outstanding
Awards Weighted-Average Exercise Price |
| |
Aggregate
Intrinsic Value |
| ||||||||||||
Balance at December 31, 2018
|
| | | | 476,140 | | | | | | 9,509,254 | | | | | $ | 4.61 | | | | | $ | 127,406 | | |
Increase in options pool
|
| | | | 3,803,490 | | | | | | — | | | | | $ | — | | | | | | | | |
Options granted
|
| | | | (5,346,562) | | | | | | 5,346,562 | | | | | $ | 10.31 | | | | | | | | |
Options exercised
|
| | | | — | | | | | | (1,221,012) | | | | | $ | 3.48 | | | | | | | | |
Options forfeited
|
| | | | 2,688,099 | | | | | | (2,688,099) | | | | | $ | 13.66 | | | | | | | | |
Balance at December 31, 2019
|
| | | | 1,621,167 | | | | | | 10,946,705 | | | | | $ | 5.30 | | | | | $ | 46,989 | | |
Options granted
|
| | | | (1,595,229) | | | | | | 1,595,229 | | | | | $ | 9.58 | | | | | | | | |
Options exercised
|
| | | | — | | | | | | 1,642,778 | | | | | $ | 1.49 | | | | | | | | |
Options forfeited
|
| | | | 1,257,847 | | | | | | (1,257,847) | | | | | $ | 3.95 | | | | | | | | |
Balance at December 31, 2020
|
| | | | 1,283,785 | | | | | | 9,641,309 | | | | | $ | 6.81 | | | | | $ | 26,672 | | |
| | |
December 31, 2020
|
| |||||||||||||||
| | |
Number
of Options |
| |
Weighted
Average Exercise Price |
| |
Weighted
Average Remaining Contractual Life (Years) |
| |||||||||
Options outstanding
|
| | | | 9,641,309 | | | | | $ | 6.81 | | | | | | 4.66 | | |
Options vested and expected to vest
|
| | | | 9,641,309 | | | | | $ | 6.81 | | | | | | 4.66 | | |
Options vested
|
| | | | 6,135,518 | | | | | $ | 5.29 | | | | | | 4.22 | | |
| | | | | | | | |
December 31, 2020
|
| | | | | | | | | | | | | |||||||||
Range of Exercise Prices
|
| |
Number
Outstanding as of 12/31/2020 |
| |
Weighted
Average Remaining Contractual Term |
| |
Weighted
Average Exercise Price |
| |
Number
Exercisable as of 12/31/2020 |
| |
Weighted
Average Exercise Price |
| |||||||||||||||
$0.82 – $0.82
|
| | | | 62,834 | | | | | | 0.27 | | | | | $ | 0.82 | | | | | | 62,834 | | | | | $ | 0.82 | | |
$1.24 – $1.24
|
| | | | 542,273 | | | | | | 0.84 | | | | | $ | 1.24 | | | | | | 542,273 | | | | | $ | 1.24 | | |
$1.70 – $1.70
|
| | | | 636,546 | | | | | | 2.79 | | | | | $ | 1.70 | | | | | | 636,546 | | | | | $ | 1.70 | | |
$1.88 – $1.88
|
| | | | 222,582 | | | | | | 1.42 | | | | | $ | 1.88 | | | | | | 222,582 | | | | | $ | 1.88 | | |
$2.06 – $2.06
|
| | | | 844,362 | | | | | | 3.76 | | | | | $ | 2.06 | | | | | | 844,362 | | | | | $ | 2.06 | | |
$4.20 – $4.20
|
| | | | 311,357 | | | | | | 3.81 | | | | | $ | 4.20 | | | | | | 311,357 | | | | | $ | 4.20 | | |
$4.24 – $4.24
|
| | | | 684,648 | | | | | | 5.31 | | | | | $ | 4.24 | | | | | | 684,648 | | | | | $ | 4.24 | | |
$4.31 – $4.31
|
| | | | 605,000 | | | | | | 6.35 | | | | | $ | 4.31 | | | | | | 541,638 | | | | | $ | 4.31 | | |
$9.58 – $9.58
|
| | | | 5,731,707 | | | | | | 5.33 | | | | | $ | 9.58 | | | | | | 2,289,278 | | | | | $ | 9.58 | | |
$0.82 – $9.58
|
| | | | 9,641,309 | | | | | | 4.66 | | | | | $ | 6.81 | | | | | | 6,135,518 | | | | | $ | 5.29 | | |
| | |
December 31, 2020
|
| |||||||||
| | |
Employees
|
| |
Non-employees
|
| ||||||
Expected life (in years)
|
| | | | 6 | | | | | | 4.26 | | |
Expected volatility
|
| | | | 48.10% | | | | | | 44% | | |
Risk-free interest rate
|
| | | | 0.55% | | | | | | 1.66% | | |
Dividend yield
|
| | | | 0% | | | | | | 0% | | |
| | |
December 31, 2019
|
| |||||||||
| | |
Employees
|
| |
Non-employees
|
| ||||||
Expected life (in years)
|
| | | | 6 | | | | | | 10 | | |
Expected volatility
|
| | | | 42% | | | | | | 49% | | |
Risk-free interest rate
|
| | | | 1.92% | | | | | | 1.81% | | |
Dividend yield
|
| | | | 0% | | | | | | 0% | | |
| | |
Years ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Cost of revenue
|
| | | $ | 324 | | | | | $ | 366 | | |
Research and development
|
| | | $ | 1,018 | | | | | | 1,058 | | |
Selling, general and administrative
|
| | | $ | 7,216 | | | | | | 6,316 | | |
Total stock-based compensation
|
| | | $ | 8,558 | | | | | $ | 7,740 | | |
| | |
Year ended December 31,
|
| |||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| ||||||
Current | | | | | | | | | | | | | |
Federal
|
| | | $ | — | | | | | $ | — | | |
State
|
| | | | — | | | | | | 7 | | |
International
|
| | | | 157 | | | | | | 309 | | |
Total Current Tax Expense
|
| | | | 157 | | | | | | 316 | | |
Deferred | | | | | | | | | | | | | |
Federal
|
| | | | — | | | | | | — | | |
State
|
| | | | — | | | | | | — | | |
International
|
| | | | — | | | | | | — | | |
Total Deferred Tax Expense
|
| | | | — | | | | | | — | | |
Total Tax Expense
|
| | | $ | 157 | | | | | $ | 316 | | |
| | |
Year ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Statutory Rate
|
| | | | 21.00% | | | | | | 21.00% | | |
State Tax
|
| | | | 2.45 | | | | | | 0.98 | | |
Change in Valuation Allowance
|
| | | | -22.24 | | | | | | -16.28 | | |
R&D Credits
|
| | | | 0.85 | | | | | | -0.35 | | |
Stock-Based Compensation
|
| | | | 2.45 | | | | | | -1.28 | | |
Other
|
| | | | -0.44 | | | | | | -0.15 | | |
Foreign Rate Differential
|
| | | | -4.28 | | | | | | -4.28 | | |
Total
|
| | | | -0.21% | | | | | | -0.36% | | |
| | |
Year ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Net operating loss carryforwards
|
| | | $ | 91,012 | | | | | $ | 79,172 | | |
Research and development credits
|
| | | | 4,653 | | | | | | 3,790 | | |
Stock compensation
|
| | | | 3,341 | | | | | | 826 | | |
Accruals and reserves
|
| | | | 7,446 | | | | | | 6,229 | | |
Deferred tax assets
|
| | | | 106,452 | | | | | | 90,017 | | |
Capitalized implementation costs
|
| | | | (263) | | | | | | — | | |
Deferred tax liabilities
|
| | | | (263) | | | | | | — | | |
Deferred tax assets, net
|
| | | $ | 106,189 | | | | | $ | 90,017 | | |
Valuation allowance
|
| | | | (106,189) | | | | | | (90,017) | | |
Net deferred tax assets
|
| | | $ | — | | | | | $ | — | | |
|
Balance as of December 31, 2018
|
| | | $ | 4,386 | | |
|
Increase related to current year tax provision
|
| | | | 668 | | |
|
Balance as of December 31, 2019
|
| | | | 5,054 | | |
|
Increase related to current year tax provision
|
| | | | 951 | | |
|
Balance as of December 31, 2020
|
| | | $ | 6,005 | | |
| | |
Year Ended
December 31, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Numerator: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (72,804) | | | | | $ | (95,797) | | |
Adjust: Redeemable convertible preferred stock cumulative and undeclared dividends
|
| | | | (8,399) | | | | | | (8,376) | | |
Net loss attributable to common stockholders
|
| | | $ | (81,203) | | | | | $ | (104,173) | | |
Denominator: | | | | | | | | | | | | | |
Weighted-average common shares outstanding
|
| | | | 12,414,034 | | | | | | 11,088,282 | | |
Less: Weighted-average shares subject to repurchase
|
| | | | (7,978) | | | | | | (15,481) | | |
Weighted-average common shares outstanding used in computing basic and diluted net loss per share
|
| | | | 12,406,056 | | | | | | 11,072,801 | | |
Net loss per share attributable to common stockholders, basic and diluted:
|
| | | $ | (6.55) | | | | | $ | (9.41) | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Redeemable convertible preferred stock
|
| | | | 39,422,361 | | | | | | 39,422,361 | | |
Options to purchase common stock
|
| | | | 9,641,309 | | | | | | 10,976,705 | | |
Unvested early exercised common stock options
|
| | | | 4,375 | | | | | | 11,875 | | |
Total Shares
|
| | | | 49,068,045 | | | | | | 50,410,941 | | |
(in thousands, except share, per share and par value data)
|
| |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
Assets | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 79,352 | | | | | $ | 41,173 | | |
Accounts receivable, net
|
| | | | 9,327 | | | | | | 5,905 | | |
Restricted cash, current portion
|
| | | | 791 | | | | | | 817 | | |
Prepaid expenses and other current assets
|
| | | | 4,377 | | | | | | 3,228 | | |
Total current assets
|
| | | | 93,847 | | | | | | 51,123 | | |
Property and equipment, net
|
| | | | 5,765 | | | | | | 6,560 | | |
Restricted cash, net of current portion
|
| | | | 1,823 | | | | | | 1,982 | | |
Other non-current assets
|
| | | | 852 | | | | | | 1,158 | | |
Total assets
|
| | | $ | 102,287 | | | | | $ | 60,823 | | |
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Deficit | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 685 | | | | | $ | 1,350 | | |
Accrued expenses and other current liabilities
|
| | | | 14,593 | | | | | | 12,450 | | |
Total current liabilities
|
| | | | 15,278 | | | | | | 13,800 | | |
Term loan
|
| | | | 64,688 | | | | | | — | | |
Common stock warrant liability
|
| | | | 7,807 | | | | | | — | | |
Derivative liability
|
| | | | 1,659 | | | | | | — | | |
Other non-current liabilities
|
| | | | 250 | | | | | | 264 | | |
Total liabilities
|
| | | | 89,682 | | | | | | 14,064 | | |
Commitments (Note 6) | | | | | | | | | | | | | |
Redeemable convertible preferred stock issuable in series, $0.001 par value;
40,804,030 shares authorized as of June 30, 2021 and December 31, 2020; 39,422,361 shares issued and outstanding as of June 30, 2021 and December 31, 2020; aggregate liquidation value $614,292 and $610,139 as of June 30, 2021 and December 31, 2020, respectively |
| | | | 538,423 | | | | | | 538,423 | | |
Stockholders’ deficit | | | | | | | | | | | | | |
Common stock, $0.001 par value – 68,677,700 shares authorized as of June 30,
2021 and December 31, 2020; 13,882,415 and 13,243,677 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively |
| | | | 14 | | | | | | 13 | | |
Additional paid-in capital
|
| | | | 35,351 | | | | | | 28,171 | | |
Accumulated other comprehensive income
|
| | | | 247 | | | | | | 430 | | |
Accumulated deficit
|
| | | | (561,430) | | | | | | (520,278) | | |
Total stockholders’ deficit
|
| | | | (525,818) | | | | | | (491,664) | | |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit
|
| | | $ | 102,287 | | | | | $ | 60,823 | | |
| | |
Six Months Ended June 30,
|
| |||||||||
(in thousands, except share and per share data)
|
| |
2021
|
| |
2020
|
| ||||||
Revenue
|
| | | $ | 17,955 | | | | | $ | 9,474 | | |
Costs and expenses | | | | | | | | | | | | | |
Cost of revenue
|
| | | | 8,227 | | | | | | 7,286 | | |
Research and development
|
| | | | 14,788 | | | | | | 14,853 | | |
Selling, general and administrative
|
| | | | 30,094 | | | | | | 25,818 | | |
Total costs and expenses
|
| | | | 53,109 | | | | | | 47,957 | | |
Loss from operations
|
| | | | (35,154) | | | | | | (38,483) | | |
Interest income
|
| | | | 4 | | | | | | 588 | | |
Interest expense
|
| | | | (3,005) | | | | | | — | | |
Other income (expense), net
|
| | | | (2,997) | | | | | | 260 | | |
Net loss
|
| | | $ | (41,152) | | | | | $ | (37,635) | | |
Cumulative dividends on Series C redeemable convertible preferred stock
|
| | | | (4,154) | | | | | | (4,176) | | |
Net loss attributable to common stockholders
|
| | | $ | (45,306) | | | | | $ | (41,811) | | |
Net loss per share attributable to common stockholders, basic and diluted
|
| | | $ | (3.33) | | | | | $ | (3.49) | | |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted
|
| | | | 13,586,116 | | | | | | 11,997,050 | | |
Comprehensive loss | | | | | | | | | | | | | |
Net loss
|
| | | $ | (41,152) | | | | | $ | (37,635) | | |
Other comprehensive income (loss): | | | | | | | | | | | | | |
Unrealized gain on available for sale securities, net
|
| | | | — | | | | | | 17 | | |
Foreign currency translation loss
|
| | | | (183) | | | | | | (19) | | |
Comprehensive loss
|
| | | $ | (41,335) | | | | | $ | (37,637) | | |
| | |
Redeemable Convertible
Preferred Stock |
| | |
Common stock
|
| |
Additional
paid-in capital |
| |
Other
comprehensive (loss) gain |
| |
Accumulated
deficit |
| |
Total
stockholders’ deficit |
| ||||||||||||||||||||||||||||||
(in thousands, except share and per share amounts)
|
| |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||
Balances as of January 1, 2021
|
| | | | 39,422,361 | | | | | $ | 538,423 | | | | | | | 13,243,677 | | | | | $ | 13 | | | | | $ | 28,171 | | | | | $ | 430 | | | | | $ | (520,278) | | | | | $ | (491,664) | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 5,104 | | | | | | — | | | | | | — | | | | | | 5,104 | | |
Vesting of early exercised stock
options |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 16 | | | | | | — | | | | | | — | | | | | | 16 | | |
Issuance of common stock upon exercise of stock options
|
| | | | — | | | | | | — | | | | | | | 638,738 | | | | | | 1 | | | | | | 2,060 | | | | | | — | | | | | | — | | | | | | 2,061 | | |
Foreign currency translation loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (183) | | | | | | — | | | | | | (183) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (41,152) | | | | | | (41,152) | | |
Balances as of June 30, 2021
|
| | | | 39,422,361 | | | | | $ | 538,423 | | | | | | | 13,882,415 | | | | | $ | 14 | | | | | $ | 35,351 | | | | | $ | 247 | | | | | $ | (561,430) | | | | | $ | (525,818) | | |
| | |
Redeemable Convertible
Preferred Stock |
| | |
Common stock
|
| |
Additional
paid-in capital |
| |
Other
comprehensive (loss) gain |
| |
Accumulated
deficit |
| |
Total
stockholders’ deficit |
| ||||||||||||||||||||||||||||||
(in thousands, except share and per share amounts)
|
| |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||
Balances as of January 1, 2020
|
| | | | 39,422,361 | | | | | $ | 538,423 | | | | | | | 11,600,899 | | | | | $ | 11 | | | | | $ | 17,141 | | | | | $ | 88 | | | | | $ | (447,474) | | | | | $ | (430,234) | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 4,797 | | | | | | — | | | | | | — | | | | | | 4,797 | | |
Vesting of early exercised stock
options |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 16 | | | | | | — | | | | | | — | | | | | | 16 | | |
Issuance of common stock upon exercise of stock options
|
| | | | — | | | | | | — | | | | | | | 931,586 | | | | | | 2 | | | | | | 633 | | | | | | — | | | | | | — | | | | | | 635 | | |
Change in unrealized gain on available-
for-sale securities, net |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | 17 | | | | | | — | | | | | | 17 | | |
Foreign currency translation loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (19) | | | | | | — | | | | | | (19) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (37,635) | | | | | | (37,635) | | |
Balances as of June 30, 2020
|
| | | | 39,422,361 | | | | | $ | 538,423 | | | | | | | 12,532,485 | | | | | $ | 13 | | | | | $ | 22,587 | | | | | $ | 86 | | | | | $ | (485,109) | | | | | $ | (462,423) | | |
| | |
Six Months Ended June 30,
|
| |||||||||
(in thousands)
|
| |
2021
|
| |
2020
|
| ||||||
Cash flows from operating activities | | | | | | | | | | | | | |
Net loss
|
| | | $ | (41,152) | | | | | $ | (37,635) | | |
Adjustments to reconcile net loss to net cash used in operating activities | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 3,218 | | | | | | 5,523 | | |
Stock-based compensation expense
|
| | | | 5,104 | | | | | | 4,797 | | |
Amortization of debt issuance costs
|
| | | | 822 | | | | | | — | | |
Change in fair value of common stock warrant
|
| | | | 3,555 | | | | | | — | | |
Change in fair value of derivative liability
|
| | | | (485) | | | | | | — | | |
Paid-in-kind interest
|
| | | | 2,191 | | | | | | — | | |
Amortization of premiums on investments, net
|
| | | | — | | | | | | 17 | | |
Changes in assets and liabilities
|
| | | | | | | | | | | | |
Accounts receivable, net
|
| | | | (3,422) | | | | | | 2,013 | | |
Prepaid expenses and other current assets
|
| | | | (217) | | | | | | 395 | | |
Other non-current assets
|
| | | | (567) | | | | | | 211 | | |
Accounts payable
|
| | | | (665) | | | | | | (638) | | |
Accrued expenses and other current liabilities
|
| | | | 2,159 | | | | | | (1,162) | | |
Other non-current liabilities
|
| | | | (14) | | | | | | (615) | | |
Net cash used in operating activities
|
| | | | (29,473) | | | | | | (27,094) | | |
Cash flows from investing activities | | | | | | | | | | | | | |
Purchase of property and equipment
|
| | | | (2,423) | | | | | | (1,913) | | |
Proceeds from maturities of short-term investments
|
| | | | — | | | | | | 47,394 | | |
Net cash (used in) provided by investing activities
|
| | | | (2,423) | | | | | | 45,481 | | |
Cash flows from financing activities | | | | | | | | | | | | | |
Proceeds from exercise of stock options
|
| | | | 2,061 | | | | | | 635 | | |
Issuance of term loan, net of issuance costs, and liability classified common stock warrant
|
| | | | 68,071 | | | | | | — | | |
Payments for deferred offering costs
|
| | | | (59) | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 70,073 | | | | | | 635 | | |
Effect of foreign exchange rates
|
| | | | (183) | | | | | | (20) | | |
Cash, cash equivalents and restricted cash: | | | | | | | | | | | | | |
Net change during the period
|
| | | | 37,994 | | | | | | 19,002 | | |
Balance, beginning of the period
|
| | | | 43,972 | | | | | | 20,416 | | |
Balance, end of the period
|
| | | $ | 81,966 | | | | | $ | 39,418 | | |
Supplemental disclosure of cash flow information: | | | | | | | | | | | | | |
Cash paid for taxes
|
| | | $ | 11 | | | | | $ | 265 | | |
Supplemental disclosure of non-cash operating, investing and financing activities: | | | | | | | | | | | | | |
Contract costs reclass from non-current assets to current assets
|
| | | $ | 873 | | | | | $ | — | | |
Vesting of early exercisable stock options
|
| | | $ | 16 | | | | | $ | 16 | | |
Deferred offering costs in accounts payable and accrued expenses and other current liabilities
|
| | | $ | 492 | | | | | $ | — | | |
| | |
June 30,
2021 |
| |
June 30,
2020 |
| ||||||
Cash and cash equivalents
|
| | | $ | 79,352 | | | | | $ | 36,267 | | |
Restricted cash included in total current assets
|
| | | | 791 | | | | | | 775 | | |
Restricted cash, net of current portion
|
| | | | 1,823 | | | | | | 2,376 | | |
Total cash, cash equivalents and restricted cash shown in the interim condensed consolidated statements of cash flows
|
| | | $ | 81,966 | | | | | $ | 39,418 | | |
| | |
Six Months Ended June 30,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
United States
|
| | | $ | 14,004 | | | | | $ | 6,894 | | |
United Kingdom
|
| | | | 2,584 | | | | | | 1,827 | | |
Japan
|
| | | | 963 | | | | | | 405 | | |
Rest of Europe
|
| | | | 404 | | | | | | 348 | | |
Total Revenue
|
| | | $ | 17,955 | | | | | $ | 9,474 | | |
| | |
Fair Value as of
June 30, 2021 |
| |
Basis for Fair Value Measurement
|
| ||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Money market funds, included in cash equivalents
|
| | | $ | 71,374 | | | | | $ | 71,374 | | | | | $ | — | | | | | $ | — | | |
Total
|
| | | $ | 71,374 | | | | | $ | 71,374 | | | | | $ | — | | | | | $ | — | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock warrant liability
|
| | | $ | 7,807 | | | | | $ | — | | | | | $ | — | | | | | $ | 7,807 | | |
Derivative liability
|
| | | $ | 1,659 | | | | | $ | — | | | | | $ | — | | | | | $ | 1,659 | | |
Total
|
| | | $ | 9,466 | | | | | $ | — | | | | | $ | — | | | | | $ | 9,466 | | |
| | |
Fair Value as of
December 31, 2020 |
| |
Basis for Fair Value Measurement
|
| ||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Money market funds, included in cash equivalents
|
| | | $ | 36,367 | | | | | $ | 36,367 | | | | | $ | — | | | | | $ | — | | |
Total
|
| | | $ | 36,367 | | | | | $ | 36,367 | | | | | $ | — | | | | | $ | — | | |
| | |
Common Stock
Warrant |
| |||
Fair value as of January 1, 2021
|
| | | $ | — | | |
Recognition of common stock warrant related to Term Loan
|
| | | | 4,252 | | |
Change in fair value included in other income (expense), net
|
| | | | 3,555 | | |
Fair value as of June 30, 2021
|
| | | $ | 7,807 | | |
| | |
Derivative
Liability |
| |||
Fair value as of January 1, 2021
|
| | | $ | — | | |
Recognition of derivative liability related to Term Loan
|
| | | | 2,144 | | |
Change in fair value included in other income (expense), net
|
| | | | (485) | | |
Fair value as of June 30, 2021
|
| | | $ | 1,659 | | |
| | |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
Computer equipment and software
|
| | | $ | 9,981 | | | | | $ | 9,377 | | |
Furniture, fixtures and equipment
|
| | | | 1,533 | | | | | | 1,533 | | |
Capitalized internal-use software
|
| | | | 39,044 | | | | | | 37,224 | | |
Leasehold improvements
|
| | | | 7,034 | | | | | | 7,034 | | |
Total property and equipment
|
| | | | 57,592 | | | | | | 55,168 | | |
Less: Accumulated depreciation and amortization
|
| | | | (51,827) | | | | | | (48,608) | | |
| | | | $ | 5,765 | | | | | $ | 6,560 | | |
| | |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
Deferred offering costs
|
| | | $ | 551 | | | | | $ | — | | |
Contract costs, net
|
| | | | 270 | | | | | | 1,120 | | |
Other non-current assets
|
| | | | 31 | | | | | | 38 | | |
| | | | $ | 852 | | | | | $ | 1,158 | | |
| | |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
Accrued payroll and related expenses
|
| | | $ | 7,991 | | | | | $ | 6,214 | | |
Accrued clinical trial expenses
|
| | | | 1,948 | | | | | | 1,920 | | |
Deferred rent, current
|
| | | | 104 | | | | | | 1,180 | | |
Professional fees
|
| | | | 667 | | | | | | 372 | | |
Other current liabilities
|
| | | | 3,883 | | | | | | 2,764 | | |
| | | | $ | 14,593 | | | | | $ | 12,450 | | |
Years ending December 31
|
| |
Operating
Leases |
| |
Sublease
Income |
| |
Net operating
Leases |
| |||||||||
2021 (remaining six months)
|
| | | $ | 1,423 | | | | | $ | 581 | | | | | $ | 842 | | |
2022
|
| | | | 544 | | | | | | — | | | | | | 544 | | |
2023
|
| | | | 513 | | | | | | — | | | | | | 513 | | |
| | | | $ | 2,480 | | | | | $ | 581 | | | | | $ | 1,899 | | |
Years ending December 31
|
| |
Minimum
Royalties |
| |||
2021 (remaining six months)
|
| | | $ | — | | |
2022
|
| | | | 50 | | |
2023
|
| | | | 50 | | |
2024
|
| | | | 50 | | |
2025 and after
|
| | | | 300 | | |
Total minimum royalty obligations
|
| | | $ | 450 | | |
| | |
June 30, 2021
|
| |||||||||||||||||||||
| | |
Number of
Shares Authorized |
| |
Number of
Shares Issued and Outstanding |
| |
Carrying
Value |
| |
Liquidation
Value |
| ||||||||||||
Series A
|
| | | | 4,082,965 | | | | | | 4,082,965 | | | | | $ | 2,041 | | | | | $ | 2,041 | | |
Series B-1
|
| | | | 1,954,846 | | | | | | 1,954,846 | | | | | | 6,940 | | | | | | 6,940 | | |
Series B-2
|
| | | | 2,848,263 | | | | | | 2,848,263 | | | | | | 10,111 | | | | | | 10,111 | | |
Series C-1
|
| | | | 8,125,668 | | | | | | 8,125,668 | | | | | | 74,712 | | | | | | 132,130 | | |
Series C-2
|
| | | | 3,217,766 | | | | | | 3,217,766 | | | | | | 29,666 | | | | | | 47,198 | | |
Series D
|
| | | | 7,151,873 | | | | | | 7,151,873 | | | | | | 110,756 | | | | | | 110,854 | | |
Series E
|
| | | | 13,422,649 | | | | | | 12,040,980 | | | | | | 304,197 | | | | | | 305,018 | | |
| | | | | 40,804,030 | | | | | | 39,422,361 | | | | | $ | 538,423 | | | | | $ | 614,292 | | |
| | |
December 31, 2020
|
| |||||||||||||||||||||
| | |
Number of
Shares Authorized |
| |
Number of
Shares Issued and Outstanding |
| |
Carrying
Value |
| |
Liquidation
Value |
| ||||||||||||
Series A
|
| | | | 4,082,965 | | | | | | 4,082,965 | | | | | $ | 2,041 | | | | | $ | 2,041 | | |
Series B-1
|
| | | | 1,954,846 | | | | | | 1,954,846 | | | | | | 6,940 | | | | | | 6,940 | | |
Series B-2
|
| | | | 2,848,263 | | | | | | 2,848,263 | | | | | | 10,111 | | | | | | 10,111 | | |
Series C-1
|
| | | | 8,125,668 | | | | | | 8,125,668 | | | | | | 74,712 | | | | | | 129,155 | | |
Series C-2
|
| | | | 3,217,766 | | | | | | 3,217,766 | | | | | | 29,666 | | | | | | 46,020 | | |
Series D
|
| | | | 7,151,873 | | | | | | 7,151,873 | | | | | | 110,756 | | | | | | 110,854 | | |
Series E
|
| | | | 13,422,649 | | | | | | 12,040,980 | | | | | | 304,197 | | | | | | 305,018 | | |
| | | | | 40,804,030 | | | | | | 39,422,361 | | | | | $ | 538,423 | | | | | $ | 610,139 | | |
| | |
June 30,
2021 |
| |
January 19,
2021 |
| ||||||
Stock price
|
| | | $ | 24.24 | | | | | $ | 12.10 | | |
Exercise price
|
| | | $ | 0.01 | | | | | $ | 0.01 | | |
Expected term (in years)
|
| | | | 9.6 | | | | | | 10.0 | | |
Expected volatility
|
| | | | 65.5% | | | | | | 60.5% | | |
Weighted average risk-free interest rate
|
| | | | 1.4% | | | | | | 1.1% | | |
Dividend yield
|
| | | | —% | | | | | | —% | | |
| | |
June 30,
2021 |
| |
January 19,
2021 |
|
Weighted common stock value (minority, non-marketable)
|
| |
$24.24
|
| |
$12.10
|
|
Debt yield
|
| |
7.8%
|
| |
9.2%
|
|
Probability of business combination or IPO (with feature)
|
| |
75.0%
|
| |
50.0%
|
|
Event date of business combination or IPO (with feature)
|
| |
11/15/2021
|
| |
12/31/2022
|
|
Probability of Default
|
| |
10.0%
|
| |
10.0%
|
|
Event date of Default
|
| |
12/31/2022
|
| |
12/31/2022
|
|
Probability to incur new debt
|
| |
5.0%
|
| |
—%
|
|
Event date to incur new debt
|
| |
12/31/2022
|
| |
—
|
|
Probability of change of control
|
| |
3.0%
|
| |
—%
|
|
Event date of change of control
|
| |
12/31/2022
|
| |
—
|
|
Event date (without feature)
|
| |
1/19/2026
|
| |
1/19/2026
|
|
Common equity volatility
|
| |
65.5%
|
| |
60.5%
|
|
Risk-free rate
|
| |
1.4%
|
| |
1.1%
|
|
Dividend yield
|
| |
—%
|
| |
—%
|
|
| | |
Shares Available
for Grant |
| |
Number of
Shares |
| |
Outstanding Awards
Weighted-Average Exercise Price |
| |
Aggregate
Intrinsic Value |
| ||||||||||||
Balances as of January 1, 2021
|
| | | | 1,283,785 | | | | | | 9,641,309 | | | | | $ | 6.81 | | | | | $ | 26,672 | | |
Options granted
|
| | | | (1,631,850) | | | | | | 1,631,850 | | | | | $ | 9.58 | | | | | | | | |
Options exercised
|
| | | | — | | | | | | (638,738) | | | | | $ | 3.24 | | | | | | | | |
Options cancelled
|
| | | | 1,684,771 | | | | | | (1,684,771) | | | | | $ | 9.40 | | | | | | | | |
Balances as of June 30, 2021
|
| | | | 1,336,706 | | | | | | 8,949,650 | | | | | $ | 7.10 | | | | | $ | 156,742 | | |
| | |
Number of Options
|
| |
Weighted-Average
Exercise Price |
| |
Weighted-Average
Remaining Contractual Life (Years) |
| |||||||||
Options outstanding
|
| | | | 8,949,650 | | | | | $ | 7.10 | | | | | | 5.92 | | |
Options vested and expected to vest
|
| | | | 8,949,650 | | | | | $ | 7.10 | | | | | | 5.92 | | |
Options vested
|
| | | | 5,982,084 | | | | | $ | 5.85 | | | | | | 4.30 | | |
Range of Exercise Prices
|
| |
Number
Outstanding as of 6/30/2021 |
| |
Weighted
Average Remaining Contractual Term |
| |
Weighted
Average Exercise Price |
| |
Number
Exercisable as of 6/30/2021 |
| |
Weighted
Average Exercise Price |
| |||||||||||||||
$0.82 – $0.82
|
| | | | 12,834 | | | | | | 0.22 | | | | | $ | 0.82 | | | | | | 12,834 | | | | | $ | 0.82 | | |
$1.24 – $1.24
|
| | | | 206,673 | | | | | | 0.34 | | | | | $ | 1.24 | | | | | | 206,673 | | | | | $ | 1.24 | | |
$1.70 – $1.70
|
| | | | 636,372 | | | | | | 2.29 | | | | | $ | 1.70 | | | | | | 636,372 | | | | | $ | 1.70 | | |
$1.88 – $1.88
|
| | | | 222,582 | | | | | | 0.93 | | | | | $ | 1.88 | | | | | | 222,582 | | | | | $ | 1.88 | | |
$2.06 – $2.06
|
| | | | 832,070 | | | | | | 3.25 | | | | | $ | 2.06 | | | | | | 832,070 | | | | | $ | 2.06 | | |
$4.20 – $4.20
|
| | | | 199,835 | | | | | | 4.14 | | | | | $ | 4.20 | | | | | | 199,835 | | | | | $ | 4.20 | | |
$4.24 – $4.24
|
| | | | 628,007 | | | | | | 4.83 | | | | | $ | 4.24 | | | | | | 628,007 | | | | | $ | 4.24 | | |
$4.31 – $4.31
|
| | | | 551,750 | | | | | | 5.92 | | | | | $ | 4.31 | | | | | | 576,275 | | | | | $ | 4.31 | | |
$9.58 – $9.58
|
| | | | 5,659,527 | | | | | | 7.31 | | | | | $ | 9.58 | | | | | | 2,667,436 | | | | | $ | 9.58 | | |
$0.82 – $9.58
|
| | | | 8,949,650 | | | | | | 5.92 | | | | | $ | 7.10 | | | | | | 5,982,084 | | | | | $ | 5.85 | | |
| | |
Six Months Ended June 30,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Expected life (in years)
|
| | | | 6 | | | | | | 6 | | |
Expected volatility
|
| | | | 51.8% | | | | | | 47.5% | | |
Risk-free interest rate
|
| | | | 1.1% | | | | | | 0.6% | | |
Dividend yield
|
| | | | —% | | | | | | —% | | |
| | |
Six Months Ended June 30,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Cost of revenue
|
| | | $ | 249 | | | | | $ | 160 | | |
Research and development
|
| | | | 907 | | | | | | 435 | | |
Selling, general and administrative
|
| | | | 3,948 | | | | | | 4,202 | | |
Total stock-based compensation
|
| | | $ | 5,104 | | | | | $ | 4,797 | | |
| | |
Six Months Ended June 30,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Numerator: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (41,152) | | | | | $ | (37,635) | | |
Adjust: Redeemable convertible preferred stock cumulative and undeclared dividends
|
| | | | (4,154) | | | | | | (4,176) | | |
| | |
Six Months Ended June 30,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Net loss attributable to common stockholders
|
| | | $ | (45,306) | | | | | $ | (41,811) | | |
Denominator: | | | | | | | | | | | | | |
Weighted-average common stock outstanding
|
| | | | 13,588,490 | | | | | | 12,006,923 | | |
Less: Weighted-average shares subject to repurchase
|
| | | | (2,375) | | | | | | (9,873) | | |
Weighted-average common stock outstanding used to compute basic and diluted net loss per share
|
| | | | 13,586,115 | | | | | | 11,997,050 | | |
Net loss per share attributable to common stockholders, basic and diluted
|
| | | $ | (3.33) | | | | | $ | (3.49) | | |
|
| | |
Six Months Ended June 30,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Redeemable convertible preferred stock
|
| | | | 39,422,361 | | | | | | 39,422,361 | | |
Options to purchase common stock
|
| | | | 8,949,650 | | | | | | 10,300,962 | | |
Common stock warrants
|
| | | | 315,810 | | | | | | — | | |
Unvested early exercised common stock options
|
| | | | 625 | | | | | | 8,125 | | |
Total Shares
|
| | | | 48,688,446 | | | | | | 49,731,448 | | |
| | |
PAGE
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SCHEDULES AND EXHIBITS | | | | | | | |
Schedule A
Supporting Company Persons
|
| | | | | | |
Exhibit A
Form of Transaction Support Agreement
|
| | | | | | |
Exhibit B
Form of Investors’ Rights Agreement
|
| | | | | | |
Exhibit C
Form of Longview Incentive Equity Plan
|
| | | | | | |
Exhibit D
Form of Longview Employee Stock Purchase Plan
|
| | | | | | |
| | | | LONGVIEW ACQUISITION CORP. II | | |||
| | | | By: | | | /s/ John Rodin | |
| | | | Name: | | | John Rodin | |
| | | | Title: | | | Chief Executive Officer | |
| | | | HF HALO MERGER SUB, INC. | | |||
| | | | By: | | | /s/ Mark Horowitz | |
| | | | Name: | | | Mark Horowitz | |
| | | | Title: | | |
Chief Financial Officer, Treasurer and Secretary
|
|
| | | | HEARTFLOW HOLDING, INC. | | ||||||
| | | | By: | | |
/s/ John H. Stevens
|
| |||
| | | | | | | Name: | | | John H. Stevens, M.D. | |
| | | | | | | Title: | | | President & Chief Executive Officer | |
| | | | LONGVIEW ACQUISITION CORP. II | | |||
| | | | | ||||
| | | | By: | | |
/s/ John Rodin
Name: John Rodin
Title: Chief Executive Officer |
|
| | | | HEARTFLOW HOLDING, INC. | | |||
| | | | | ||||
| | | | By: | | |
/s/ John H. Stevens
Name: John H. Stevens, M.D.
Title: President & Chief Executive Officer |
|
|
Exhibit
|
| |
Description
|
| ||||
| | | 10 | .8* | | | | Amendment No. 1 to the Exclusive License Agreement, dated as of July 22, 2010 between The Board of Trustees of the Leland Stanford Junior University and HeartFlow Inc. (Formerly known as Cardiovascular Simulation, Inc.), dated as of June 22, 2012 | |
| | | 23 | .1 | | | | | |
| | | 23 | .2 | | | | | |
| | | 23 | .3 | | | |
Consent of Ropes & Gray LLP (included in Exhibit 5.1 and 8.1 hereto).
|
|
| | | 24 | .1+ | | | | | |
| | | 99 | .1* | | | | Form of Preliminary Proxy Card. | |
| | | 99 | .2+ | | | | | |
| | | 99 | .3+ | | | | | |
| | | 99 | .4+ | | | | | |
| | | 99 | .5+ | | | | | |
| | | 99 | .6+ | | | | | |
| | | 99 | .7* | | | | Consent of to be named as director. | |
| | | 101 | .INS | | | | XBRL Instance Document | |
| | | 101 | .SCH | | | | XBRL Taxonomy Extension Schema Document | |
| | | 101 | .CAL | | | | XBRL Taxonomy Extension Calculation Linkbase Document | |
| | | 101 | .DEF | | | | XBRL Taxonomy Extension Definition Linkbase Document | |
| | | 101 | .LAB | | | | XBRL Taxonomy Extension Label Linkbase Document | |
| | | 101 | .PRE | | | | XBRL Taxonomy Extension Presentation Linkbase Document | |
| | | | LONGVIEW ACQUISITION CORP. II | | |||
| | | | | ||||
| | | | By: | | |
/s/ Mark Horowitz
Name: Mark Horowitz
|
|
| | | | | ||||
| | | | | | | Title: Chief Financial Officer | |
|
Name
|
| |
Title
|
| |
Date
|
|
|
*
|
| |
Chairman
|
| |
September 30, 2021
|
|
|
Larry Robbins
|
| | | | | | |
|
*
|
| |
Chief Executive Officer and Director
|
| |
September 30, 2021
|
|
|
John Rodin
|
| |
(Principal Executive Officer)
|
| | | |
|
/s/ Mark Horowitz
|
| |
Chief Financial Officer
|
| |
September 30, 2021
|
|
|
Mark Horowitz
|
| |
(Principal Financial and Accounting Officer)
|
| | | |
|
*
|
| |
Director
|
| |
September 30, 2021
|
|
|
Westley Moore
|
| | | | | | |
|
*
|
| |
Director
|
| |
September 30, 2021
|
|
|
Shalinee Sharma
|
| | | | | | |
|
*
|
| |
Director
|
| |
September 30, 2021
|
|
|
Brian Zied
|
| | | | | | |
|
*By:
/s/ Mark Horowitz
Mark Horowitz
Attorney-in-fact |
| | | | | | |
Exhibit 5.1
![]() |
ROPES & GRAY LLP 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036-8704 WWW.ROPESGRAY.COM |
September 30, 2021
Longview Acquisition Corp. II
767 Fifth Avenue, 44th Floor
New York, NY 10153
Ladies and Gentlemen:
We have acted as counsel to Longview Acquisition Corp. II, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-4 (File No. 333-258620) (as amended through the date hereof, the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 218,426,000 shares of Class A common stock, $0.0001 par value per share, of the Company (the “Securities”) to be issued in connection with a merger (the “Merger”) contemplated by that certain Business Combination Agreement, dated July 15, 2021 (the “Business Combination Agreement”), as amended, by and among the Company, HF Halo Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and HeartFlow Holding, Inc., a Delaware corporation (“HeartFlow”).
In connection with this opinion letter, we have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.
The opinions expressed below are limited to the Delaware General Corporation Law.
Based upon and subject to the foregoing, we are of the opinion that the Securities have been duly authorized and, when issued upon the consummation of the Merger in accordance with terms and conditions set forth in the Registration Statement and the Business Combination Agreement, will be validly issued, fully paid and non-assessable.
Longview Acquisition Corp. II | - 2 - |
We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the use of our name therein. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours, |
/s/ Ropes & Gray LLP |
Ropes & Gray LLP |
Exhibit 8.1
![]() |
ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM |
, 2021
[Form of Draft Opinion of Ropes & Gray LLP]
Longview Acquisition Corp. II
767 Fifth Avenue, 44th Floor
New York, NY 10153
Ladies and Gentlemen:
We have acted as United States counsel to Longview Acquisition Corp. II, a Delaware corporation (the “Company”), in connection with the transactions contemplated by the business combination agreement, dated July 15, 2021 (the “Business Combination Agreement”), by and among the Company, HF Halo Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and HeartFlow Holding, Inc. (“HeartFlow”), pursuant to which Merger Sub will merge with and into HeartFlow with HeartFlow surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). Reference is made to the Registration Statement on Form S-4 of the Company, including the proxy statement/prospectus forming a part thereof (as amended or supplemented through the date hereof, the “Registration Statement”, together with the Business Combination Agreement, the “Transaction Documents”), relating to the Merger. Capitalized terms used but not defined herein have the meaning given to such terms in the Registration Statement.
In rendering this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such Transaction Documents and other documents as we have deemed necessary or appropriate and we have made such investigations of law as we have deemed appropriate as a basis for the opinion expressed below. In our examination, we have assumed, without independent verification, (i) the authenticity and accuracy of all documents reviewed by us (including the conformity to original documents of all documents submitted to us as email, fax or photostatic copies and the authenticity of such original documents), (ii) that the signatures on all documents examined by us are genuine and have been duly authorized, and such documents reflect all material terms of the agreement between the parties to such documents, (iii) that the parties to such documents have complied and will comply with the terms thereof, and that such documents are enforceable in accordance with their respective terms, (iv) that such documents have been duly authorized by, have been duly executed and delivered by, and constitute (to the extent containing contractual or other obligations) legal, valid, binding and enforceable obligations of, all parties to such documents, (v) all of the parties to such documents are duly organized, validly existing, and have power and authority (corporate, partnership, or other) to execute, deliver, and perform the obligations in such documents and (vi) that the transactions provided for by each agreement were and will be carried out in accordance with their terms, which will not be waived or modified in any respect. In rendering our opinion we have made no independent investigation of the facts referred to herein and have relied for the purpose of rendering this opinion exclusively on those facts that have been provided to us by you and your agents, which we assume have been, and will continue to be, true. Any inaccuracy in, or breach of, any of the aforementioned statements or assumptions could adversely affect our opinion.
Longview Acquisition Corp. II | - 2 - |
The opinion set forth below is based upon the Internal Revenue Code of 1986, as amended, the U.S. Treasury Regulations promulgated thereunder, administrative rulings, judicial decisions, and other applicable authorities, all as available and in effect on the date hereof. The statutory provisions, regulations, and interpretations upon which our opinion is based are subject to change, and any such change could apply retroactively. There can be no assurance that positions contrary to those stated in our opinion will not be asserted by the Internal Revenue Service (“IRS”) or, if challenged, by a court, and (as customary in transactions of this type) no rulings will be obtained from the IRS regarding the U.S. federal income tax consequences of the Merger or otherwise in connection with the transactions effected pursuant to the Transaction Documents. The opinions expressed below are as of the date hereof only, and we express no opinion as to, and assume no responsibility for, the effect of any fact or circumstance occurring, or of which we learn, subsequent to the date of this opinion letter, including, without limitation, legislative and other changes in the law or changes in circumstances affecting any party. We assume no responsibility to update this opinion letter for, or to advise you of, any such facts or circumstances of which we become aware, regardless of whether or not they affect the opinions expressed in this opinion letter.
Based upon and subject to the foregoing, and subject to the qualifications, assumptions and limitations contained therein, the statements in the Registration Statement set forth under the caption “Certain Material U.S. Federal Income Tax Considerations -- Tax Consequences of the Merger to Holders of HeartFlow Common Stock,” subject to the limitations and qualifications described therein, to the extent that they constitute descriptions or summaries of U.S. federal income tax law or legal conclusions with respect thereto, are accurate in all material respects.
This opinion is furnished to you solely in connection with the Registration Statement and this opinion is not to be relied upon for any other purpose without our prior written consent. We hereby consent to the filing of this opinion with the Securities and Exchange Commission (“SEC”) as an exhibit to the Registration Statement, and to the references therein to us. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC promulgated thereunder.
Very truly yours, |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form S-4 Amendment No. 1 of our report dated March 22, 2021, relating to the financial statements of Longview Acquisition Corp. II, which is contained in the Prospectus. We also consent to the reference to our Firm under the caption “Experts” in the Prospectus.
/s/ WithumSmith+Brown, PC | |
New York, New York | |
September 30, 2021 |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Amendment No. 1 to the Registration Statement on Form S-4 of Longview Acquisition Corp. II of our report dated August 9, 2021 relating to the financial statements of HeartFlow, Inc., which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
San Jose, California
September 30, 2021
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