Viveon Health Acquisition Corp. *

Viveon Health Acquisition Corp. *

Dec 4, 2020 by Kristi Marvin

LIQUIDATION – 10/4/24 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be September 30, 2024.
    • The per-share redemption price was not mentioned

The below-announced combination was terminated on 10/4/24.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Clearday, Inc. [Terminated]

ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: tbd

Viveon Health Acquisition Corp proposes to combine with Clearday, Inc.

Clearday is a longevity healthcare technology company with a modern, hopeful vision for making high-quality care solutions more accessible, affordable, and empowering for aging individuals and their families. Clearday has a decades-long experience in non-acute care through its subsidiary Clearday Living, which operates highly-rated residential memory care and adult daycare communities. Its Longevity Care Platform brings Clearday solutions to people wherever they are. Its platform is at the intersection of telehealth, remote monitoring, and patient engagement — all delivered across mobile, wearable, and robotic endpoints in a Software-as-a-Service (SaaS) and Robotics as a Service (RaaS) model.


EXTENSION – 4/1/24 – LINK

  • The SPAC approved the extension from March 31, 2024 to September 30, 2024.
    • 968,350 shares were redeemed.
    • $35K per month will be deposited into the trust account.

NON-REDEMPTION AGREEMENT – 3/27/24 – LINK

  • The investors agreed to not redeem 150k shares and the company will issue them up to 150k additional shares in return for doing so.

SUBSEQUENT EVENT – 8/29/23 – LINK

  • Increase in merger consideration from $250,000,000 to $500,000,000 (plus the aggregate exercise price for all Clearday options and warrants), payable in shares of Viveon’s common stock

EXTENSION – 6/27/23 – LINK

  • The SPAC approved the extension from June 30, 2023 to March 31, 2024.
    • 227,359 shares were redeemed for $10.99 per share.
    • $85K per month will be deposited into the trust account until 12/31/23. No deposit will be made from 1/1/24 to 3/31/24.

TRANSACTION

  • The combined company’s pro forma equity valuation (assuming no share redemptions) is expected to be approximately $370 million.
  • The proposed business combination is expected to be completed in Q3 of 2023.

vhaq presentation


SPAC FUNDING

  • There is no additional financing at this time.

EARNOUT

  • Company
    • Clearday security holders may also receive up to an additional five million earn-out shares if the company achieves profitability for a 12-month period within the first five years after the closing of the transaction.
    • If, following the Closing Date and prior to end of the Earnout Eligibility Period, there is a Change of Control, then, immediately prior to such Change of Control, all the Earnout Shares not yet earned shall be earned by the Company Earnout Holders and shall be released from escrow and delivered to the Company Earnout Holders, and the Company Earnout Holders shall be eligible to participate in such Change of Control transaction with respect to such Earnout Shares.

LOCK-UP

  • Company and Sponsor
    • Six months from the Closing Date
      • If the share price equals or exceeds $12.50 for any 20/30 trading days, 50% of the shares will be released from lock-up

NOTABLE CONDITIONS TO CLOSING

  • There is no minimum cash closing condition

NOTABLE CONDITIONS TO TERMINATION

  • By either Viveon or Clearday, if
    • (A) the Merger and related transactions are not consummated on or before the latest of
      • (i) June 30, 2023
      • (ii) if the Extension Proposal is approved, September 30, 2023 and
      • (iii) if one or more extensions to a date following September 30, 2023 are obtained at the election of Viveon, with Viveon stockholder vote, in accordance with the Viveon’s amended and restated certificate of incorporation, the last date for Viveon to consummate a business combination pursuant to such extensions

ADVISORS

  • Dykema Gossett PLLC is acting as legal counsel to Clearday.
  • Loeb and Loeb LLP is acting as legal counsel to Viveon Health.
  • ClearThink Capital LLC is acting as a transactional and strategic advisor to the parties.

LETTER OF INTENT – 3/1/23 – LINK

  • The SPAC has signed a letter of intent with a business combination target company, Clearday (OTCQX: CLRD).
    • Clearday provides a technology platform for the aging population that integrates numerous healthcare innovations into personalized, AI-driven care experiences, which continuously assesses an individual’s cognitive and physical capabilities.
    • The company’s customized treatment plans are intended to improve the quality of life for aging and special needs populations.
    • With its autonomous companion robotics and innovative care treatments, Clearday intends to address the $1.4 Trillion burden in annual National Health Expenditures for aging adults.

The below-announced combination was terminated on 2/3/23.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.


PROPOSED BUSINESS COMBINATION: Suneva Medical, Inc. [TERMINATED]

ENTERPRISE VALUE: $318 million
ANTICIPATED SYMBOL: RNEW

Viveon Health Acquisition Corp. proposes to combine with Suneva Medical, Inc., an innovative medical technology company using regenerative medicine to change the standard of care in aesthetic treatments.

Suneva is a leading pure-play regenerative aesthetics company dedicated to developing, manufacturing, and commercializing novel products for the medical aesthetics market to meet the high demand from both physicians and patients. Suneva’s portfolio includes minimally invasive solutions, including those that utilize the body’s restorative capacity in non-surgical outpatient treatment settings to deliver immediate aesthetic results. Suneva’s portfolio is intentionally built and patented with numerous “only” and “first to market” products commercialized by an experienced management team with a proven track record in delivering growth and value to stakeholders.

The regenerative aesthetics market is expected to reach $11 billion by 20251, one of the fastest-growing sectors of the aesthetics market that addresses the increasing patient demand for minimally invasive treatments delivering effective and natural-looking results. Suneva has purposefully expanded the company’s product portfolio during the last 18 months to yield a greater than 40% year-on-year revenue growth with an anticipated revenue CAGR of approximately 50% between 2020-2024.

Suneva’s portfolio offers providers innovative technologies backed by science to address key patient needs.  This portfolio is comprised of multiple products including:

  • Bellafill®, the only FDA approved filler for the correction of nasolabial folds and moderate to severe, atrophic, distensible facial acne scars on the cheeks
  • Silhouette Instalift®, the first resorbable suture FDA-cleared for cosmetic facial procedures
  • PlasmaIQ, the first hand-held FDA-cleared plasma energy device for skin rejuvenation
  • Puregraft, a unique fat grafting system
  • Dermapose, an all-in-one system to harvest, wash and inject sized fat
  • Amplifine™, an innovative high-density platelet-rich plasma (PRP) gel tube and syringe technology.

EXTENSION – 12/28/22 – LINK

  • A proposal to amend the Company’s amended and restated certificate of incorporation, to allow the Company to extend the date to consummate a business combination on a monthly basis for up to six times by an additional one month each time for a total of up to six months from December 28, 2022, until June 30, 2023, upon three calendar days’ advance notice prior to the applicable monthly deadline, unless the closing of the proposed Business Combination with Suneva Medical Inc., or any potential alternative initial business combination shall have occurred prior to the Second Extended Date.
  • The Company has deposited the initial payment of $100,000 in its trust account established at Continental Stock Transfer & Trust Company in connection with its initial public offering, to initially extend the date by which the Company can complete an initial business combination by one month to January 28, 2023.

EXTENSION – 7/13/22 – LINK

  • The SPAC extended the Outside Closing Date to December 31, 2022
  • Reduced the amount of Parent Closing Cash required as a closing condition from $50 million to $30 million, net of Company Expenses and Parent Expenses.

EXTENSION – 2/11/22 – LINK

  • If the Extension Proposal is approved, Viveon Health will, prior to the Original Termination Date, make a deposit of $720,000 into the trust account for the aggregate benefit of public shares that are not redeemed by the public stockholders in connection with the Extension Proposal (collectively, the “Remaining Public Shares”).
  • After June 28, 2022 (the “Extended Date”), for each month or portion thereof that is needed by Viveon Health to complete an initial business combination until December 28, 2022, Viveon Health shall deposit $240,000 into the trust account regardless of the number of Remaining Public Shares after redemptions.

TRANSACTION

  • The pro forma equity valuation (assuming no share redemptions) of the combined company is expected to be approximately $511 million.

rnew overview


PIPE

  • $10 million from undisclosed PIPE investors (Price per share not mentioned)

EARNOUT

  • Company Earnout
    • 4 million shares if the volume-weighted average share price over any twenty trading days during a thirty-day period exceeds $12.50 before the (2) second-year anniversary of the closing
    • 4 million shares if the volume-weighted average share price over any twenty trading days during a thirty-day period exceeds $15.00 before the (3) third-year anniversary of the closing
    • 4 million shares if the volume-weighted average share price over any twenty trading days during a thirty-day period exceeds $17.50 before the (5) five-year anniversary of the closing.
  • VHAQ’s Sponsor
    • 1.4 million of its currently held sponsor shares to earn out shares and approximately 5.1 million of its currently held sponsor warrants to earn out warrants, subject to same terms as Company Earn Out Shares.

LOCK-UP

  • Company and Sponsor
    • Six months from the closing date but ending early as to 50% of the Lock-Up shares if the closing price of the Common Stock equals or exceeds $12.50 for 20/30 trading dates

NOTABLE CONDITIONS TO CLOSING

  • The amount of Parent Closing Cash being at least equal to $50 million, net of Company Expenses and Parent Expenses
  • The SPAC reduced the amount of Parent Closing Cash required as a closing condition from $50 million to $30 million, net of Company Expenses and Parent Expenses. – LINK

NOTABLE CONDITIONS TO TERMINATION

  • The Merger and related transactions are not consummated on or before the eight-month anniversary of the date of the Merger Agreement(around 9/11/22)
  • The SPAC extended the Outside Closing Date to December 31, 2022 – LINK

ADVISORS

  • Cooley LLP is acting as legal counsel to Suneva.
  • Loeb and Loeb LLP is acting as legal counsel to Viveon Health.
  • Chardan and Truist Securities and are acting as financial advisors to Viveon Health.
  • Ladenburg Thalmann is acting as capital market advisor in connection with the transaction.

MANAGEMENT & BOARD


Executive Officers

Jagi Gill, 55
Chief Executive Officer and President

Dr. Gill has more than 20 years of healthcare investment and general management experience. From 2017 to 2020, he served as the Vice-President of Business Development and General Manager of AcuVentures, a business unit within Acumed LLC, a Berkshire Hathaway Company. Acumed LLC is a market leader in the orthopedic sector with particular strength in the upper extremity fracture repair and trauma market segments. As the General Manager, Dr. Gill led two business units, Rib Fixation and the Soft Tissue Repair, with responsibilities for product development, sales, marketing and profitability. Under his leadership, the business units grew 2-3x faster than their market segment. In addition to general management responsibilities, Dr. Gill was involved in sourcing, closing and integrating four acquisitions within the orthopedic sector for Acumed. These transactions ranged from technology acquisitions serving as tuck-in product integrations to stand alone companies with global revenue. From 2009 to 2017, he was the Founder, Chief Executive Officer and Board Member of Tenex Health a privately held orthopedic sports medicine company. In this capacity he patented, designed and developed the initial platform technology intended to treat chronic tendon pain. Under his leadership, Tenex Health launched commercially, generated positive operating income, secured FDA regulatory approval, developed a manufacturing and operations infrastructure, and established sales channels serving the outpatient Ambulatory Surgery Centers. Before founding Tenex Health, Dr. Gill was the Founder and Chief Executive Officer of OrthoCor, a company providing non-invasive pain management technology, from 2007 to 2009, while also serving on an advisory and consulting capacity to a number of medical technology companies. OrthoCor developed and commercialized orthopedic knee braces integrating pulsed electromagnetic technology to address chronic pain associated with trauma or osteoarthritis. Prior to this, he served in executive business development roles for Boston Scientific Corporation from 2001 to 2007 where he was involved in sourcing and supporting the acquisition of private companies which collectively accounted for more than $750 million in enterprise value. While at Boston Scientific, he was involved in the investments in, and acquisition of, the following private companies: Advanced Bionics (implantable neurostimulation), Cameron Health (implantable cardiac rhythm management), Innercool (systemic hypothermia for recovery from cardiac arrest), Orqis Medical (heart failure treatment) and Kerberos (endovascular thrombectomy). Dr. Gill completed his BSc and MSc in Anatomy from McGill University and PhD in Neuroscience from Mayo Clinic College of Medicine.


Rom Papadopoulos, 61
Chief Financial Officer, Treasurer and Secretary

Dr. Papadopoulos has more than 25 years of healthcare investment and operational experience. From 2006 to June 2020, Dr. Papadopoulos was the Founder and Managing Partner of Intuitus Capital, a private equity firm actively investing in the healthcare sector. At Intuitus, he led investments in more than 30 companies with a total of more than $700 million in enterprise value. Prior to founding Intuitus Capital, Dr. Papadopoulos was Chief Financial Officer, Chief Operations Officer, Corporate Executive Vice President and Corporate Secretary of Global Energy Holdings (NYSE Amex: GNH). While at GNH, he created and executed the company’s repositioning from traditional markets to renewable energy. He was responsible for coordinating all aspects of the financial management of the company including cash management and treasury, risk management, audit functions, SEC reporting and compliance as well as HR functions and employee policies. Dr. Papadopoulos was an early investor in Tenex Health Inc., a medical device company engaged in the manufacturing and sale of minimally invasive high frequency technology used to perform percutaneous tenotomy and fasciotomy. He eventually became the interim CFO for the company until September 2013. In this capacity, he was an integral part of the team seeking and completing acquisitions for the company. From 2002 to 2006, Dr. Papadopoulos was the Managing Director and head of healthcare investment banking for Caymus Partners, a middle market investment banking firm. Dr. Papadopoulos received his medical degree (M.D.) from the Aristotelian University of Thessaloniki, Greece, Medical School in 1985 and conducted his post-graduate training in Pediatrics at Emory University in 1986.


Board of Directors

Lishan Aklog, 55 [Resigned, 4/20/2021]
Independent Director

Lishan Aklog, MD is Co-Founder, Chairman and Chief Executive Officer of PAVmed Inc. Dr. Aklog has also served as Executive Chairman of Lucid Diagnostics Inc. since its inception in 2018, as a co-founding Partner of both Pavilion Holdings Group LLC (“PHG”), a medical device holding company, since its inception in 2007, and Pavilion Medical Innovations LLC, a venture-backed medical device incubator, since its inception in 2009. He previously served as Chairman and Chief Technology Officer of Vortex Medical Inc., a PHG portfolio company, from its inception in 2008 until its acquisition in October 2012 by Angiodynamics. and has served as a consultant and on the advisory boards of many major medical device companies as well as innovative startups. Dr. Aklog is an inventor on 25 issued patents and over 45 patent applications, including the core patents of Vortex Medical’s AngioVac® system and the patents for a majority of PAVmed Inc.’s products. Prior to entering the medical device industry full-time in 2012, Dr. Aklog was an academic cardiac surgeon serving, from 2006 to 2012, Associate Professor of Surgery, Chief of Cardiovascular Surgery and Chair of The Cardiovascular Center at St. Joseph’s Hospital and Medical Center’s Heart and Lung Institute in Phoenix, Arizona, from 2002 to 2006, as Assistant Professor of Cardiothoracic Surgery, Associate Chief of Cardiac Surgery and Director of Minimally Invasive Cardiac Surgery at Mount Sinai Medical Center in New York, and as Assistant Professor of Surgery at Harvard Medical School, Director of the Cardiac Surgery Research Laboratory, and an attending cardiac surgeon at Brigham and Women’s Hospital in Boston, from 1999 to 2002. Dr. Aklog received his clinical training in general and cardiothoracic surgery at Brigham and Women’s Hospital and Boston Children’s Hospital, during which he spent two years as the Medtronic Research Fellow at Harvard Medical School’s Cardiac Surgery Research Laboratory. He was then awarded the American Association of Thoracic Surgery Traveling Fellowship pursuant to which he received advanced training in heart valve surgery under renowned cardiac surgeons Sir Magdi Yacoub at Harefield Hospital in London and Professor Alain Carpentier at L’Hopital Broussais in Paris. Dr. Aklog is a co-author on 38 peer-reviewed articles and 10 book chapters. He has served on the Editorial Board of the Journal of Cardiothoracic Surgery since 2006. He is a member of numerous professional societies and has been elected to the American Association of Thoracic Surgery. He served on the Board of Directors of the International Society for Minimally Invasive Cardiothoracic Surgery from 2006 to 2009 and as President of the 21st Century Cardiothoracic Surgery Society in 2011. During his clinical career he was recognized as one of America’s Top Doctors in the Castle Connolly Guide from 2002 to 2013. He serves as Chairman of the Boston ECG Project Charitable Foundation and the International Board of Directors of Human Rights Watch. Dr. Aklog received his A.B., magna cum laude, in Physics from Harvard University, where he was elected to Phi Beta Kappa. Dr. Aklog received his M.D., cum laude, from Harvard Medical School.


Brian Cole, 58
Independent Director

Brian Cole MD, MBA is the Managing Partner of Midwest Orthopedics at Rush in Chicago, the lead executive for this large specialty practice which is consistently ranked as one of the top orthopedic groups by US News & World Report. Dr. Cole is a Professor in the Department of Orthopedics with a conjoint appointment in the Department of Anatomy and Cell Biology at Rush University Medical Center. In 2015, he was appointed as an Associate-Chairman of the Department of Orthopedics at Rush. In 2011, he was appointed as Chairman of Surgery at Rush Oak Park Hospital. He is the Section Head of the Cartilage Research and Restoration Center at Rush specializing in the treatment of arthritis in young active patients with a focus on regenerative medicine and biologic alternatives to surgery. He also serves as the head of the Orthopedic Master’s Training Program and trains residents and fellows in sports medicine and research. He lectures nationally and internationally and holds several leadership positions in prominent sports medicine societies. Through his basic science and clinical research, he has developed several innovative techniques with several patents for the treatment of shoulder, elbow and knee conditions. He has published more than 1,000 articles and 10 widely read textbooks in orthopedics and regenerative medicine. In addition to his academic accomplishments, Dr. Cole currently serves in many senior leadership roles in organizations such as President of the Arthroscopy Association of North America, President of the Ortho-regeneration Network Foundation, and Secretary General (Presidential-line) International Cartilage Repair Society. Dr. Cole is frequently chosen as one of the “Best Doctors in America” since 2004 and as a “Top Doctor” in the Chicago metro area since 2003. In 2006, he was featured on the cover of Chicago Magazine as “Chicago’s Top Doctor” and was selected as NBA Team Physician of the Year in 2009. Orthopedics This Week has named Dr. Cole as one of the top 20 sports medicine, knee and shoulder specialists repeatedly over the last 5 years as selected by his peers. He is the head team physician for the Chicago Bulls NBA team, co-team physician for the Chicago White Sox MLB team and DePaul University in Chicago. Dr. Cole was awarded his medical degree from the University of Chicago Pritzker School of Medicine and his MBA from the University of Chicago Booth School of Business. He completed his residency in Orthopedic Surgery at the Hospital for Special Surgery — Cornell Medical Center in New York and his fellowship in Sports Medicine at the University of Pittsburgh.


Doug Craft, 58
Independent Director

Doug Craft is the Chief Executive Officer of Atlanta-based Medicraft, Inc., which is one of the largest independent agents for Medtronic, the world leader in medical technology and pioneering therapies. He has devoted his entire career to the medical industry, initially concentrating in the sale of spinal implants, which he continues today. Mr. Craft has extensive relationships with health care systems, surgeons and other senior health care professionals across the nation. Over the past three decades his commercial interests have expanded to include evaluating, consulting and developing businesses in the medical field generally, including but not limited to neuro-intraoperative monitoring, biologic agents, orthopedic reconstruction implants, surgical navigation systems, regenerative kidney technology, trans-catheter cardiac valves and spinal implant device design. He has funded and started over 12 businesses in the Orthopedic, Spine and Neurological segments such as Biocraft Inc, Orthocraft Inc, Neurocraft Inc, Pharmacraft, Premier Medical Systems, and Diamond Orthopedics. Early in his career, he was one of the first agents for Danek a publicly traded spinal implant company which merged with Sofamor to become Sofamor-Danek and relisting on the NYSE. Sofamor-Danek was acquired by Medtronic in 1999 for $3.7 billion. Mr. Craft is a highly experienced entrepreneur who is continually exploring opportunities to multiply investments in medical businesses and technologies. Mr. Craft earned a B.S. degree in biomedical engineering from Mississippi State University, and is a Distinguished Fellow of the College of Engineering at Mississippi State University.


Demetrios (Jim) G. Logothetis, 64 [Added 4/30/2021]
Independent Director

Mr. Logothetis has served as Senior Advisor in the Department of Housing and Urban Development (HUD) Office of the Assistant Secretary and Chief Financial Officer where he led the Audit Coordination Committee for Ginnie Mae, a government corporation within HUD from May 2020 to November 2020.  Mr. Logothetis retired from Ernst & Young (EY) effective in June 2019 extending three years beyond normal retirement at the request of the EY Executive Board. Throughout his forty-year career with EY, from January 1979 to June 2019, Mr. Logothetis served some of EY’s largest global clients as lead audit partner, and fulfilled senior leadership roles within the firm, from offices in Chicago, Frankfurt Germany, New York, London England, and Atlanta. Mr. Logothetis has served over the years on the boards of several non-profit organizations, including The National Board of the Boys & Girls Clubs of Americas where he served on the audit committee; The Archbishop Lakovos Leadership 100 Endowment Fund where he serves as Vice Chair, The American College of Greece where he serves as Chairman of the Board of Trustees; The Board of National Hellenic Museum; Founder and Chairman of the Board of Trustees of the Hellenic American Academy, one of the largest Greek American schools in the United States; and founding Chairman of the Foundation for Hellenic Education and Culture. Mr. Logothetis holds an M.B.A. degree in Accounting, Finance and International Business from The University of Chicago Booth Graduate School of Business and a B.S.C degree in Accountancy from DePaul University. Mr. Logothetis is also a Certified Public Accountant and a Certified Management Accountant.  Mr. Logothetis has taught many EY training programs as well as graduate accounting classes at DePaul University.  Mr. Logothetis served for several years on the DePaul University, Richard H. Driehaus College of Business advisory council, and since 2017 on the board of Trustees of the University as vice-chair, and then chair of the audit committee and member of the finance committee.  Mr. Logothetis has also served as a member of the Trusteeship and Finance Committees for DePaul University.