Item 7.01 Regulation FD Disclosure.
As previously
disclosed by Healthwell Acquisition Corp. I, a Delaware corporation (“Healthwell”), in a Current Report on Form 8-K
filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 3, 2023, Healthwell entered into a business
combination agreement on April 27, 2023 (as amended on May 15, 2023 and as may be further amended or supplemented from time to
time, “Business Combination Agreement”) with Starton Therapeutics, Inc., a British
Columbia corporation (“Starton”), HWEL Holdings Corp., a Delaware corporation and wholly-owned subsidiary of Healthwell
(“Pubco”), HWEL Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of Pubco, 1412384 B.C. Unlimited
Liability Company, a British Columbia unlimited liability company and wholly-owned subsidiary of Pubco (“CallCo”), 1412388
B.C. Ltd, a British Columbia corporation and wholly-owned subsidiary of CallCo, Healthwell Acquisition Corp. I Sponsor LLC, a Delaware
limited liability company, as the representative from and after the Effective Time (as defined in the Business Combination Agreement)
of the stockholders of Pubco (other than the Starton Shareholders (as defined below) and their successors and assignees), and Kiriakos
Charlie Perperidis, in the capacity as the representative of the shareholders of Starton (the “Starton Shareholders”)
from and after the Effective Time (all of the transactions contemplated by the Business Combination Agreement, including the issuances
of securities thereunder, the “Transaction”).
Attached as Exhibit 99.1
to this Current Report on Form 8-K (this “Current Report”) and incorporated into this Item 7.01 by reference is an
investor presentation (the “Investor Presentation”) that may be used by Starton and Healthwell in connection with the
Transaction.
The information
in this Item 7.01 of this Current Report and the Investor Presentation being furnished herewith shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section
or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the Investor
Presentation shall not be incorporated by reference into any filing with the SEC, whether made before or after the date hereof, regardless
of any general incorporation language in such filing.
Additional Information
and Where to Find It
In connection with the
Transaction, Pubco filed a registration statement on Form S-4 with the SEC on May 15, 2023 (as may be amended or supplemented from time
to time, the “Registration Statement”), which includes a preliminary proxy statement and a prospectus in connection
with the Transaction. STOCKHOLDERS OF HEALTHWELL ARE ADVISED TO READ THE PRELIMINARY
PROXY STATEMENT AND, WHEN AVAILABLE, ANY AMENDMENTS THERETO, THE DEFINITIVE PROXY STATEMENT, THE PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS
FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. THIS DOCUMENT WILL NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE TRANSACTION. IT IS ALSO NOT INTENDED
TO FORM THE BASIS OF ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF THE TRANSACTION. When available, the definitive proxy
statement and other relevant documents will be mailed to the stockholders of Healthwell as of a record date to be established for voting
on the Transaction. Stockholders and other interested persons will also be able to obtain copies of the preliminary proxy statement, the
definitive proxy statement, the Registration Statement and other documents filed the SEC that will be incorporated by reference therein,
without charge, once available, at the SEC’s website at www.sec.gov.
Healthwell’s stockholders
will also be able to obtain a copy of such documents, without charge, by directing a request to: Healthwell Acquisition Corp. I, 1001
Green Bay Rd, #227 Winnetka, IL 60093; e-mail: healthwell.management@healthwellspac.com.
Forward-Looking
Statements
This Current Report contains
forward-looking statements for purposes of the “safe harbor” provisions under the United States Private Securities Litigation
Reform Act of 1995. Any statements other than statements of historical fact contained herein are forward-looking statements. Such forward-looking
statements include, but are not limited to, expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies
regarding Starton and the Transaction and the future held by the respective management teams of Healthwell or Starton, the anticipated
benefits and the anticipated timing of the Transaction, future financial condition and performance of Starton and expected financial impacts
of the Transaction (including future revenue, pro forma enterprise value and cash balance), the satisfaction of closing conditions to
the Transaction, financing transactions, if any, related to the Transaction, the level of redemptions of Healthwell’s public stockholders
and the products and markets and expected future performance and market opportunities of Starton. These forward-looking statements generally
are identified by the words “anticipate,” “believe,” “could,” “expect,” “estimate,”
“future,” “intend,” “may,” “might,” “strategy,” “opportunity,”
“plan,” “project,” “possible,” “potential,” “project,” “predict,”
“scales,” “representative of,” “valuation,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions, but the absence of these
words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many
factors could cause actual future events to differ materially from the forward-looking statements in this communication, including, without
limitation: (i) the risk that the Transaction may not be completed in a timely manner or at all, which may adversely affect the price
of Healthwell’s securities; (ii) the risk that the Transaction may not be completed by Healthwell’s business combination deadline
and the potential failure to obtain an extension of the business combination deadline if sought by Healthwell; (iii) the failure to satisfy
the conditions to the consummation of the Transaction, including, among others, the condition that Healthwell has cash or cash equivalents
of at least $15 million, and the requirement that the Business Combination Agreement and the transactions contemplated thereby be approved
by the stockholders of each of Healthwell and Starton; (iv) the failure to obtain any applicable regulatory approvals required to consummate
the Transaction; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business
Combination Agreement; (vi) the effect of the announcement or pendency of the Transaction on Starton’s business relationships, operating
results, and business generally; (vii) risks that the Transaction disrupts current plans and operations of Starton; (viii) the risk that
Pubco may not be able to raise funds in a PIPE financing or may not be able to raise as much as anticipated; (ix) the outcome of any legal
proceedings that may be instituted against Starton or Healthwell related to the Business Combination Agreement or the Transaction; (x)
the ability to maintain the listing of Healthwell’s securities on a national securities exchange or failure of Pubco to meet initial
listing standards in connection with the consummation of the Transaction; (xi) uncertainty regarding outcomes of Starton’s ongoing
clinical trials, particularly as they relate to regulatory review and potential approval for its product candidates; (xii) risks associated
with Starton’s efforts to commercialize a product candidate; (xiii) Starton’s ability to negotiate and enter into definitive
agreements for supply, sales, marketing, and/or distribution on favorable terms, if at all; (xiv) the impact of competing product candidates
on Starton’s business; (xv) intellectual property-related claims; and (xvi) Starton’s ability to attract and retain qualified
personnel; and (xvii) Starton’s ability to continue to source the raw materials for its product candidates.
The foregoing list of
factors is not exhaustive. Recipients should carefully consider such factors and the other risks and uncertainties described and to be
described in the “Risk Factors” section of Healthwell’s initial public offering (the “IPO”) prospectus
filed with the SEC on August 4, 2021, Healthwell’s Annual Report on Form 10-K filed for the year ended December 31, 2022 filed with
the SEC on March 3, 2023 and subsequent periodic reports filed by Healthwell with the SEC, the Registration Statement and other documents
filed or to be filed by Healthwell and Pubco from time to time with the SEC. These filings identify and address other important risks
and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Recipients are cautioned not to put undue reliance on forward-looking
statements, and neither Starton, Healthwell nor Pubco assume any obligation to, nor intend to, update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise, except as required by law. Neither Starton, Healthwell
nor Pubco gives any assurance that either Starton or Healthwell, or the combined company, will achieve its expectations.
Information Sources;
No Representations
The communication furnished
herewith has been prepared for use by Healthwell and Starton in connection with the Transaction. The information therein does not purport
to be all-inclusive. The information therein is derived from various internal and external sources, with all information relating to the
business, past performance, results of operations and financial condition of Healthwell derived entirely from Healthwell and all information
relating to the business, past performance, results of operations and financial condition of Starton derived entirely from Starton. No
representation is made as to the reasonableness of the assumptions made with respect to the information therein, or to the accuracy or
completeness of any projections or modeling or any other information contained therein. Any data on past performance or modeling contained
therein is not an indication as to future performance.
No representations or
warranties, express or implied, are given in respect of the communication. To the fullest extent permitted by law in no circumstances
will Healthwell, Starton or Pubco, or any of their respective subsidiaries, affiliates, shareholders, representatives, partners, directors,
officers, employees, advisors or agents, be responsible or liable for any direct, indirect or consequential loss or loss of profit arising
from the use of this communication (including without limitation any projections or models), any omissions, reliance on information contained
within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith, which information relating in
any way to the operations of Starton has been derived, directly or indirectly, exclusively from Starton and has not been independently
verified by Healthwell. Neither the independent auditors of Healthwell nor the independent auditors of or Starton audited, reviewed, compiled
or performed any procedures with respect to any projections or models for the purpose of their inclusion in the communication and, accordingly,
neither of them expressed any opinion or provided any other form of assurances with respect thereto for the purposes of the communication.
Prior Disclosures
Starton is aware that
its CEO appeared on the television program “Unicorn Hunters” on June 7, 2021. During that appearance, the CEO made a number
of representations as to Starton’s approach to reformulating drug products to improve efficacy, tolerability and patients’
quality of life. As part of these representations, the CEO raised the specific example of Starton’s investigational reformulation
of Revlimid™. While Starton believes in the value of its product, it understands that any clinical superiority claims cannot be
made absent specific findings from rigorous clinical studies which Starton has not undertaken. The CEO’s comments on the television
program were not intended to suggest Starton has conducted such studies; Starton does not have data to support these specific representations
and disclaims any representations or purported representations by its CEO which either stated or implied the contrary.
Trademarks and
Tradenames
This communication includes
trademarks of Starton, which are protected under applicable intellectual property laws and are the property of Starton or its subsidiaries.
This communication also includes other trademarks, trade names and service marks that are the property of their respective owners. We
do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement
or sponsorship of us by, any other companies.
Participants in
the Solicitation
Healthwell, Starton,
Pubco and their respective directors and executive officers may be deemed participants in the solicitation of proxies of Healthwell’s
stockholders in connection with the Transaction. Healthwell’s stockholders and other interested persons may obtain more detailed
information regarding the names, affiliations, and interests of certain of Healthwell executive officers and directors in the solicitation
by reading Healthwell’s final prospectus filed with the SEC on August 4, 2021 in connection with the IPO, Healthwell’s Annual
Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 3, 2023 and Healthwell’s other filings with
the SEC. A list of the names of such directors and executive officers and information regarding their interests in the Transaction, which
may, in some cases, be different from those of stockholders generally, are set forth in the Registration Statement relating to the Transaction.
These documents can be obtained free of charge from the source indicated above.
No Offer or Solicitation
This communication shall
not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction. This
communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.