Reflects continued progress in the business combination process;
transaction is expected to be completed during the second half of
2022
Viveon Health Acquisition Corp. (NYSE: VHAQ) (“Viveon Health” or
“VHAQ”), a special purpose acquisition company, and Suneva Medical,
Inc. (“Suneva” or the “Company”), an innovative medical technology
company using regenerative medicine to change the standard of care
in aesthetic treatments, announced that VHAQ filed a registration
statement on Form S-4 (the "Registration Statement") with the U.S.
Securities and Exchange Commission ("SEC") on July 13, 2022.
The Registration Statement, contains a preliminary proxy
statement/prospectus in connection with the previously announced
business combination between VHAQ and Suneva. While the information
within the Registration Statement is subject to change, it provides
important information about Suneva Medical and VHAQ, as well as the
proposed business combination.
On January 12, 2022, VHAQ entered into a merger agreement with
Suneva. The combined company is expected to be listed on the NYSE
American upon completion of the transaction, which is expected to
occur in the second half of 2022, subject to approval by VHAQ’s
shareholders, the Registration Statement being declared effective
by the SEC, and other customary closing conditions.
Included in the Registration Statement are Suneva’s financial
results for 2021 and for the first quarter of 2022. Overall, Suneva
delivered strong revenue growth in 2021 and generated $29.5 million
of net sales and $6.3 million in Q1 of 2022. Suneva’s full
financial results and related disclosures can be found in the
Registration Statement.
About Suneva Medical, Inc.
Suneva Medical, Inc., headquartered in San Diego, CA, is a
leader in regenerative aesthetics. It is focused on developing,
manufacturing and commercializing branded products for providers
and their patients. Suneva offers a portfolio of products to
address the impact of the aging process to deliver solutions that
leverage the body’s own restorative capacity. The product portfolio
is composed of several “only” and “first to market” solutions with
both FDA PMA approval and 510(k) clearance. For more information,
visit www.sunevamedical.com.
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.
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,” “estimate,” “would,” “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 regenerative aesthetics sector’s continued growth and the
continued demand of physicians and consumers driving such 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 Suneva’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 Suneva
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
Suneva, 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 failure to meet the minimum
cash requirements of the merger agreement due to Viveon Health
stockholder redemptions and the failure to obtain replacement
financing; (6) the inability to complete a concurrent PIPE; (7) the
impact of COVID-19 pandemic on Suneva’s business and/or the ability
of the parties to complete the proposed business combination; (8)
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; (9) 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; (10) 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 Suneva to grow
and manage growth profitably and retain its key employees; (11)
costs related to the proposed business combination; (12) changes in
applicable laws or regulations; (13) the possibility that Suneva
may be adversely affected by other economic, business, and/or
competitive factors; (14) 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 and the Form S-4 relating to the proposed
business combination, including those under “Risk Factors” therein,
and in Viveon Health’s other filings with the SEC. Viveon Health
and Suneva caution that the foregoing list of factors is not
exclusive. Viveon Health and Suneva caution readers not to place
undue reliance upon any forward-looking statements, which speak
only as of the date made. Viveon Health and Suneva 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 Suneva gives any assurance that the combined
company will achieve its expectations.
Financial Information
Certain financial information and data contained in this press
release is unaudited and may not conform to Regulation S-X. Such
information and data may not be included in, may be adjusted in or
may be presented differently in the registration statement relating
to the proposed business combination and the proxy
statement/prospectus contained therein.
Additional Information and Where to Find It
This press release relates to a proposed transaction between
VHAQ and Suneva. VHAQ has filed a registration statement on Form
S-4 with the SEC, which is subject to change and includes a
document that serves as a prospectus and proxy statement of VHAQ,
referred to as a proxy statement/prospectus. The definitive proxy
statement/prospectus will be sent to all VHAQ stockholders. VHAQ
has also filed other documents regarding the proposed transaction
with the SEC. Before making any voting decision, investors and
security holders of VHAQ are urged to read the registration
statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC in connection
with the proposed transaction because they contain important
information about the proposed transaction.
Investors and security holders are able to obtain free copies of
the registration statement, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC
by VHAQ through the website maintained by the SEC at
www.sec.gov.
The documents filed by VHAQ with the SEC also may be obtained by
contacting Viveon Health Acquisition Corp. by calling
404.861.5393.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS
APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PRESS
RELEASE, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS
COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY
REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in the Solicitation
Suneva, VHAQ and certain of their respective directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitation of proxies from VHAQ’s shareholders in connection with
the proposed business combination. A list of the names of such
persons and information regarding their interests in the proposed
business combination are contained in the preliminary proxy
statement/prospectus included in the Registration Statement for the
proposed business combination that is available at www.sec.gov.
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 prospectus, dated December 22, 2020, 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 is included in the preliminary proxy
statement/prospectus that is part of the Registration Statement
These documents can also be obtained free of charge from the SEC’s
web site at www.sec.gov. You may also obtain free copies of these
documents free of charge by directing a written request to VHAQ or
Suneva. The definitive proxy statement/prospectus will be mailed to
VHAQ’s shareholders as of a record date to be established for
voting on the proposed business combination when it becomes
available.
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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version on businesswire.com: https://www.businesswire.com/news/home/20220715005269/en/
Investor Relations Aman R. Patel, CFA ICR Westwicke
Aman.Patel@westwicke.com (443) 450-4191
Public Relations, Media Sean Leous ICR Westwicke
Sean.Leous@westwicke.com (646) 866-4012
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