UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): April
3, 2007
HEALTHCARE
ACQUISITION CORP.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-32587
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20-2726770
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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2116
Financial Center 666 Walnut Street
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||||
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Des
Moines, Iowa
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50309
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (515)
244-5746
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
8.01. Other Events
On
January 22, 2007, Healthcare Acquisition Corp. (“HAQ”) announced that it and its
wholly-owned subsidiary, PAI Acquisition Corp. (“PAI”), entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with PharmAthene, Inc., a
Delaware corporation (“PharmAthene”), pursuant to which PAI will merge into
PharmAthene and PharmAthene will become a wholly-owned subsidiary of HAQ. On
February 9, 2007, HAQ filed a Preliminary Proxy on Schedule 14A with the
Securities and Exchange Commission with respect to the special meeting of its
stockholders it will call to approve the Merger Agreement and the transactions
contemplated by the Merger Agreement.
On
April
3, 2007, PharmAthene issued the attached press release related to
its recombinant
Butyrlcholinesterase (rBChE) program.
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits:
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Exhibit
99.1
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Press
release dated April 3, 2007
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Dated:
April 3, 2007
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HEALTHCARE
ACQUISITION CORP.
|
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By:
/s/ Matthew P.
Kinley
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|
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Matthew
P. Kinley
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|
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President
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Exhibit
99.1
Contact:
Stacey
Jurchison
Director,
Corporate Communications
PharmAthene,
Inc.
Phone:
410-571-8925
Cell:
410-474-8200
JurchisonS@PharmAthene.com
FOR
IMMEDIATE RELEASE
PHARMATHENE’S
RECOMBINANT BUTYRLCHOLINESTERASE (rBChE)
PROGRAM
THE SUBJECT OF PROMISING NEW ALZHEIMER’S RESEARCH
In
Vitro Assays Show rBChE Suppresses Amyloid Plaque
Formation
New
research conducted by Dr. Hermona Soreq and co-workers at the Alexander
Silberman Life Sciences Institute at The Hebrew University of Jerusalem, in
collaboration with PharmAthene, examined the role of recombinant
butyrylcholinesterase (rBChE) in the formation of amyloid plaques, which are
believed to play a crucial role in the development of Alzheimer’s
disease.
The
data
presented by Drs. Soreq and Langermann, Vice President and Chief Scientific
Officer for PharmAthene, show that rBChE can effectively block the formation
of
amyloid fibrils, precursors to plaque formation in the brain, potentially
attenuating neurotoxicity. These data were substantiated by transmission
electron microscopy studies, which showed that rBChE dramatically suppressed
the
formation of fibrils, resulting in shorter, thinner and less branched filaments
than would normally occur in patients with Alzheimer’s disease.
Alzheimer’s
disease is a progressive neurodegenerative disease which is estimated to affect
more than 4.5 million Americans. One of the hallmarks of Alzheimer’s disease is
the accumulation of excessive amyloid plaques in areas of the brain that control
memory and cognition. Amyloid fibrils are believed to be neurotoxic and
interfere with the normal communication between neurons. A growing body of
scientific evidence suggests that the accumulation of amyloid plaques and
neurofibrillary tangles in the brain may play an important role in the
development and progression of Alzheimer’s disease.
“The
role
of amyloid plaques in the pathophysiology of Alzheimer’s disease is well
documented, and a number of approaches have been studied which attempt to block
their formation by interfering at critical stages in this complex pathway,”
commented Hermona Soreq, Ph.D., Professor of Molecular Biology and Dean of
Sciences at The Hebrew University. “Our preliminary results are especially
intriguing as they suggest that rBChE is effective not only in inhibiting plaque
formation, but also in potentially attenuating neurotoxicity. Examination of
formed fibrils using a newly-developed, computer-aided and quantified electron
microscopy method revealed that rBChE dramatically suppressed the formation
of
intermediary fibrils in the incubated mixtures which resulted in significantly
fewer fibrils that were shorter and thinner than those formed without addition
of rBChE. Fibril elongation is believed to be a precursor to amyloid plaque
development. Together these results provide compelling evidence that rBChE
serves as a natural protector against amyloid toxicity and support the
development of rBChE as a therapeutic agent for patients with Alzheimer’s
disease.”
“Unlike
human plasma-derived butyrylcholinesterase (HuBChE), which can only be produced
in limited quantities, PharmAthene’s rBChE is developed using a proprietary
production system which enables large scale commercial production,” commented
Dr. Solomon Langermann, Vice President and Chief Scientific Officer for
PharmAthene. “We are currently evaluating rBChE for the prevention and treatment
of nerve agent toxicity and have obtained very promising results showing that
rBChE provides enhanced survival without neurological impairment after exposure
to nerve agents. To further this research, PharmAthene was recently awarded
a
contract from the Department of Defense for up to $213 million to support
advanced development of rBChE.”
Dr.
Langermann continued, “These recent data suggest a promising new potential
therapeutic application for rBChE, which we intend to explore further. Our
next
steps, in collaboration with Dr. Soreq and her group, will include evaluating
rBChE in animal models of Alzheimer’s disease. If the results continue to be
encouraging, then it would allow us to expand applications of rBChE therapy
to
areas other than nerve agent toxicity resulting in broader commercial
applications with important benefits to society.”
The
work
conducted under the Alzheimer’s research program is based on a patent owned by
Yissum (the technology transfer company of The Hebrew University of Jerusalem),
entitled “Human
BChE Variants as Protectors from Amyloid Diseases”,
which
has been licensed to PharmAthene.
About
Protexia®: Recombinant Human Butyrylcholinesterase (rBChE)
Protexia
is a form of recombinant human butyrylcholinesterase (rBChE), a potent
organophosphorus (OP) scavenger protein produced in the milk of transgenic
goats, which is being developed for use as a prophylactic against acute
organophosphorus (OP) nerve agent toxicity.
Preclinical
research conducted by PharmAthene’s development partners, the US Army Medical
Research Institute of Chemical Defence (USAMRICD) and DRDC Suffield, Defence
Research and Development Canada, have demonstrated the capability of Protexia
to
protect laboratory animals from the toxic effects of chemical nerve
agents.
In
these
studies, pre-treatment with rBChE provided 100% survival against the nerve
agents VX and soman. In post-exposure therapeutic studies, administration of
rBChE following nerve agent exposure resulted in enhanced survival compared
to
control animals.
While
the
utility of BChE to protect against nerve agent exposure is well documented,
a
major limitation in its development has been the inability to produce it in
commercial volumes due to limited raw material availability, low levels of
the
enzyme in blood, and low production yields using traditional biotechnology
methods. To overcome these limitations, PharmAthene has developed a recombinant
form of human BChE, (rBChE), utilizing transgenic expression in goats which
enables substantially higher production yields. PharmAthene believes that its
transgenic technology will have the capacity to produce sufficient rBChE for
both military and civilian defence.
About
PharmAthene, Inc.
PharmAthene,
a privately-held biotechnology company, was formed to meet the critical needs
of
the United States by developing biodefense products. PharmAthene is dedicated
to
the rapid development of important and novel biotherapeutics to address
biological pathogens and chemicals that may be used as weapons of bioterror.
PharmAthene’s lead programs include Valortim™ for the prevention and treatment
of anthrax infection and Protexia® for the prevention and treatment of morbidity
and mortality associated with exposure to chemical nerve agents. For more
information on PharmAthene, please visit www.PharmAthene.com.
In
January 2007, PharmAthene announced that it had signed a definitive merger
agreement with Healthcare Acquisition Corp. (AMEX: HAQ). HAQ has filed with
the
Securities and Exchange Commission a preliminary proxy statement in connection
with the proposed merger transaction involving PharmAthene.
HAQ
AND
ITS DIRECTORS AND EXECUTIVE OFFICERS AS WELL AS PHARMATHENE AND ITS DIRECTORS
AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICIATION
OF
PROXIES FOR THE SPECIAL MEETING OF HAQ’S STOCKHOLDERS TO BE HELD TO APPROVE THE
PROPOSED MERGER. SECURITYHOLDERS AND OTHER INTERESTED PERSONS ARE URGED TO
READ
THE PRELIMINARY PROXY STATEMENT REGARDING THE PROPOSED MERGER FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 2007 AND THE AMENDMENTS
THEREOF AND THE DEFINITIVE PROXY STATEMENT AS SUCH DOCUMENTS BECOME AVAILABLE
AS
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. HAQ’S
DEFINITIVE PROXY STATEMENT, WHEN AVAILABLE, WILL BE MAILED TO HAQ’S STOCKHOLDERS
AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE PROPOSED MERGER.
STOCKHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY
STATEMENT, WITHOUT CHARGE, BY DIRECTING A REQUEST TO HAQ AT: 2116
FINANCIAL CENTER, 666 WALNUT STREET, DES MOINES, IOWA 50309.
THE
PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT, ONCE AVAILABLE,
AND
THE FINAL PROSPECTUS AND OTHER SEC FILINGS OF HAQ CAN ALSO BE OBTAINED, WITHOUT
CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION’S INTERNET SITE (http://www.sec.gov).
HAQ
AND
PHARMATHENE CLAIM THE PROTECTION OF THE SAFE HARBOR FOR “FORWARD-LOOKING
STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ARE NOT HISTORICAL
FACTS. SUCH FORWARD-LOOKING STATEMENTS, BASED UPON THE CURRENT BELIEFS AND
EXPECTATIONS OF MANAGEMENT OF HAQ AND PHARMATHENE REGARDING, AMONG OTHER THINGS,
THE BUSINESS OF PHARMATHENE AND THE MERGER, ARE SUBJECT TO RISKS AND
UNCERTAINTIES, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THE
FORWARD-LOOKING STATEMENTS.
About
Yissum R&D Ltd.
Yissum
is
the technology transfer company of the Hebrew University of Jerusalem (HU).
It
is responsible for marketing the inventions and know-how generated by the
University’s renowned researchers and students. The University’s range of
intellectual property includes inventions and know-how in many fields, including
nanotechnology, medicine and pharmaceuticals, agriculture and nutrition, water
and environmental technologies, computer science, homeland security and more.
Working closely with HU researchers and staff, Yissum actively focuses on making
these technologies commercially viable - and desirable, in the
marketplace.
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