Clearday, Inc. (CLRD) (“Clearday” or the “Company”), an innovative
longevity technology company using an integrated platform of
robotic companion care and AI-driven technology to serve the senior
adult care sector, and Viveon Health Acquisition Corp. (NYSE
American: VHAQ) (“Viveon Health” or “VHAQ”), a special purpose
acquisition company, announced today that they have entered into a
definitive merger agreement.
Company Overview
Clearday is
transitioning from owning and operating senior-care facilities into
a high-growth technology business serving the massive, pressing,
and expensive longevity care crisis facing our aging population.
The Company’s care solution is a combination of AI-enabled robotics
and software, delivered in a Platform-as-a-Service that is a
drop-in modernization solution for existing resident care
facilities which improves patient outcomes, increases staff
efficiency, and unlocks premium revenue opportunities for
operators. Clearday has positioned itself to become the industry’s
API for aging in place, capable of expanding across the aging
continuum to meet patient needs in residential care and skilled
nursing facilities, and eventually as they age at home. Only
Clearday’s platform integrates the necessary autonomous
companionship, care intelligence, and patient data platform to
address the challenges in the massive longevity care space.
Every day in the US alone, 10,000 people turn 65
years of age, according to AARP1. The challenges to delivering care
to this rapidly aging population center around the lack of
caregivers and ballooning costs to deliver care to residents in
either skilled nursing facilities, 24/7 assisted living facilities,
or adult day care centers. Clearday has purposefully developed an
integrated companion care platform targeted initially for residents
in these facilities with the opportunity to expand to home care.
The Company’s product portfolio targets a global adult care
services market of $1.75 trillion with an 8.5% CAGR by 20262.
Management Comments
“We are excited to be partnering with Viveon
Health as we leverage our operational experience in this sector and
transform into an innovative and fast-growth longevity-technology
company serving the needs of the aging population,” said Jim
Walesa, Chief Executive Officer of Clearday. “Our journey to this
point has been paved with a rich experience as operators of
residential care facilities, which has informed us of the growing
need to address the care crisis for the aging population. This is
one of the fastest-growing consumer healthcare markets that demands
more efficient care providing increased resident engagement,
vigilance for resident safety, and improved cost-sensitivity, all
in an easily deployed platform. At Clearday, we have been focused
on building that integrated platform through the use of robotic
companion care and AI-driven technology.”
“As an operator-run
SPAC, Viveon was focused on identifying best-in-class management
that possessed the relevant experience and execution plan to
deliver robust revenue growth,” said Jagi Gill, Chief Executive
Officer and Chairman of Viveon Health. “The merger with Clearday
demonstrates our confidence in their innovative technology platform
and execution-oriented sales expansion plan. Jim and his team have
cultivated the relationships and know-how to transform adult care
to benefit both residents and operators of facilities. We believe
that our sales channel development and operational background
provide natural synergies with the Clearday team to transform the
business and increase shareholder value in this burgeoning market
in need of innovation.”
Key Transaction Terms
The combined company's
pro forma equity valuation (assuming no share redemptions) is
expected to be approximately $370 million.
VHAQ currently has $20
million held in a trust account at Morgan Stanley with Continental
Stock Transfer & Trust Company acting as trustee, which was
established in connection with VHAQ’s IPO. Under the terms of the
proposed transaction, VHAQ will issue 25 million shares to security
holders of Clearday. Clearday security holders may also receive up
to an additional five million earn out shares (“Company Earn Out
Shares”) if the company achieves profitability for a 12 month
period within the first five years after the closing of the
transaction.
The consummation of the transaction, which has
been approved by the Boards of Directors of Clearday and Viveon
Health, is subject to approval by Clearday’s stockholders, Viveon
Health’s stockholders and other customary closing conditions,
including approval of Clearday for listing on the NYSE American.
The proposed business combination is expected to be completed in Q3
of 2023.
Additional information
about the proposed transaction, including a copy of the business
combination agreement and investor presentation, will be provided
in a Current Report on Form 8-K to be filed by VHAQ with the U.S.
Securities and Exchange Commission (the “SEC”) and will be
available at www.sec.gov.
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.
Management Presentation
A presentation regarding the transaction made by
the management teams of Clearday and Viveon Health will be
available on Clearday’s website (www.myclearday.com/viveon/). Each
of Viveon Health and Clearday will also file the presentation with
the SEC as an exhibit to a Current Report on Form 8-K, which can be
viewed on the SEC’s website at www.sec.gov.
About Clearday
Inc.
Clearday™ is an innovative 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. Learn more about Clearday and its
pioneering legislative efforts to bring the “Innovative Cognitive
Care Act for Veterans” to Congress at
www.myclearday.com/viveon/.
About Viveon Health Acquisition
Corp.
Viveon Health Acquisition Corp. is a blank check
company, also commonly referred to as a special purpose acquisition
company, or SPAC, formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses. It is
the Company’s intention to pursue prospective targets that are
focused on the healthcare sector in the United States and other
developed countries.
Important Information About the Proposed
Business Combination and Where to Find It
In connection with the proposed business
combination, Viveon Health will file a registration statement on
Form S-4 containing a preliminary proxy statement/prospectus (the
“Form S-4”) with the SEC. The Form S-4 will include a proxy
statement to be distributed to holders of Viveon Health’s common
stock in connection with the solicitation of proxies for the vote
by Viveon Health’s stockholders with respect to the proposed
transaction and other matters as described in the Form S-4, as well
as the prospectus relating to the offer of securities to be issued
to Clearday’s stockholders in connection with the proposed business
combination. Clearday will also distribute the proxy statement
included in the Form S-4 to the holders of its securities entitled
to vote at a stockholders meeting in connection with the
solicitation of proxies for the vote by Clearday stockholders with
respect to the proposed transaction and other matters as described
in the Form S-4 that require approval of the Clearday stockholders.
After the Form S-4 has been filed and declared effective, Viveon
Health will mail a definitive proxy statement/prospectus, when
available, to its stockholders and Clearday will mail a definitive
proxy statement/prospectus, when available, to its stockholders.
Investors, security holders and other interested parties are urged
to read the Form S-4, any amendments thereto and any other
documents filed with the SEC carefully and in their entirety when
they become available because they will contain important
information about Viveon Health, Clearday and the proposed business
combination. Additionally, each of Viveon Health and Clearday will
file other relevant materials with the SEC in connection with the
proposed business combination. Copies may be obtained free of
charge at the SEC’s web site at www.sec.gov. Security holders of
Viveon Health and security holders of Clearday are urged to read
the Form S-4 and the other relevant materials when they become
available before making any voting decision with respect to the
proposed business combination because they will contain important
information about the business combination and the parties to the
business combination. The information contained on, or that may be
accessed through, the websites referenced in this press release is
not incorporated by reference into, and is not a part of, this
press release.
Participants in the
Solicitation
Viveon Health and its directors and executive
officers may be deemed participants in the solicitation of proxies
from Viveon Health’s stockholders with respect to the business
combination. A list of the names of those directors and executive
officers and a description of their interests in Viveon Health will
be included in the Form S-4 for the proposed business combination
and be available at www.sec.gov. Additional information regarding
the interests of such participants will be contained in the proxy
statement/prospectus for the proposed business combination when
available. Information about Viveon Health’s directors and
executive officers and their ownership of Viveon Health’s common
stock is set forth in Viveon Health’s Annual Report on Form 10-K
for the year ended December 31, 2021 and filed with the SEC on
March 31, 2022, as modified or supplemented by any Form 3 or Form 4
filed with the SEC since the date of such filing. Other information
regarding the direct and indirect interests of the participants in
the proxy solicitation will be included in the proxy
statement/prospectus pertaining to the proposed business
combination when it becomes available. These documents can be
obtained free of charge from the SEC’s web site at www.sec.gov.
Clearday and its directors and executive
officers may also be deemed to be participants in the solicitation
of proxies from the stockholders of Viveon Health in connection
with the proposed business combination. A list of the names of such
directors and executive officers and information regarding their
interests in the proposed business combination will be included in
the Form S-4 for the proposed business combination. Information
about Clearday’s directors and executive officers and their
ownership in Clearday is set forth in Clearday’s Annual Report on
Form 10-K/A for the year ended December 31, 2021 and filed with the
SEC on May 17, 2022, as modified or supplemented by any Form 3 or
Form 4 filed with the SEC since the date of such filing.
Forward-Looking Statements
Certain statements made in this press release
are “forward-looking statements” within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements may be identified by the use of
words such as “target,” “believe,” “expect,” “will,” “shall,”
“may,” “anticipate,” “assume,” “estimate,” “would,” “could,”
“positioned,” “future,” “forecast,” “intend,” “plan,” “project,”
“outlook” and other similar expressions that predict or indicate
future events or trends or that are not statements of historical
matters. Examples of forward-looking statements include, among
others, statements made in this press release regarding: the
proposed transactions contemplated by the merger agreement,
including the benefits of the proposed business combination,
integration plans, expected synergies and revenue opportunities;
anticipated future financial and operating performance and results,
including estimates for growth, the expected management and
governance of the combined company, continued expansion of product
portfolios and the availability or effectiveness of the technology
for such products; the longevity health care sector’s continued
growth; and the expected timing of the proposed business
combination. Forward-looking statements are neither historical
facts nor assurances of future performance. Instead, they are based
only on Viveon Health’s and Clearday’s current beliefs,
expectations and assumptions. Because forward-looking statements
relate to the future, they are subject to inherent uncertainties,
risks and changes in circumstances that are difficult to predict
and many of which are outside of our control. Actual results and
outcomes may differ materially from those indicated in the
forward-looking statements. Therefore, you should not rely on any
of these forward-looking statements. Important factors that could
cause actual results and outcomes to differ materially from those
indicated in the forward-looking statements include, among others,
the following: (1) the occurrence of any event, change, or other
circumstances that could give rise to the termination of the merger
agreement; (2) the institution or outcome of any legal proceedings
that may be instituted against Viveon Health and/or Clearday
following the announcement of the merger agreement and the
transactions contemplated therein; (3) the inability of the parties
to complete the proposed business combination, including due to
failure to obtain approval of the stockholders of Viveon Health or
Clearday, certain regulatory approvals, or satisfy other conditions
to closing in the merger agreement; (4) the occurrence of any
event, change, or other circumstance that could give rise to the
termination of the merger agreement or could otherwise cause the
transaction to fail to close; (5) the impact of COVID-19 pandemic
on Clearday’s business and/or the ability of the parties to
complete the proposed business combination; (6) the inability to
obtain or maintain the listing of Viveon Health’s shares of common
stock on the NYSE American following the proposed business
combination; (7) the risk that the proposed business combination
disrupts current plans and operations as a result of the
announcement and consummation of the proposed business combination;
(8) the ability to recognize the anticipated benefits of the
proposed business combination, which may be affected by, among
other things, competition and the ability of Clearday to grow and
manage growth profitably and retain its key employees; (9) costs
related to the proposed business combination; (10) changes in
applicable laws or regulations; (11) the possibility that Clearday
may be adversely affected by other economic, business, and/or
competitive factors; (12) the amount of redemption requests made by
Viveon Health’s stockholders; and (15) other risks and
uncertainties indicated from time to time in the final prospectus
of Viveon Health for its initial public offering dated December 22,
2020 filed with the SEC, Viveon Health’s Annual Report on Form
10-K, Clearday’s Annual Report on Form 10-K and the Form S-4
relating to the proposed business combination, including those
under “Risk Factors” therein, and in Viveon Health’s and Clearday’s
other filings with the SEC. The foregoing list of factors is not
exclusive and Viveon Health and Clearday caution readers not to
place undue reliance upon any forward-looking statements, which
speak only as of the date made. Viveon Health and Clearday do not
undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
to reflect any change in their expectations or any change in
events, conditions, or circumstances on which any such statement is
based, whether as a result of new information, future events, or
otherwise, except as may be required by applicable law. Neither
Viveon Health nor Clearday gives any assurance that the combined
company will achieve its expectations.
No Offer or Solicitation
This press release shall not constitute a
solicitation of a proxy, consent, or authorization with respect to
any securities or in respect of the proposed business combination.
This press release shall also 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 any such
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.
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https://www.aarpinternational.org/initiatives/aging-readiness-competitiveness-arc/united-states
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https://www.globenewswire.com/news-release/2021/04/21/2214165/0/en/8-5-CAGR-Growth-Expected-for-Global-Adult-Day-Care-Services-Market-Size-Will-Reach-to-USD-1-755-Billion-by-2026-Facts-Factors.html
Contacts:Investor RelationsGinny
Connollyinfo@myclearday.com 210-451-0839
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