SAN DIEGO
and NORCROSS, Ga.,
Jan. 12, 2022 /PRNewswire/ -- Suneva
Medical, Inc. ("Suneva" or the "Company"), an innovative medical
technology company using regenerative medicine to change the
standard of care in aesthetic treatments, 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. Upon
completion of the transaction, the combined company's securities
are expected to be traded on the NYSE under the symbol "RNEW."
Company Overview
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 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 and Amplifine™, an
innovative high-density platelet rich plasma (PRP) gel tube and
syringe technology.
1Medical
Insight Inc., Sep
2020, The Global Aesthetic Market Study: XVIII
Management Comments
"We are excited to be partnering with Viveon Health as we step
into the next phase of growth as a leader in the regenerative
aesthetics sector supporting the needs of physicians and patients
seeking proven and validated innovations," said Pat Altavilla, Chief Executive Officer of
Suneva. "Our journey to this point has been paved with product
innovation and clinical education led by an experienced team that
brings a proven track record of sales growth and market
development."
"As an operator-run SPAC, Viveon was focused on identifying
best-in-class management that possessed the skillset and execution
plan to deliver robust revenue growth," said Jagi Gill, Chief Executive Officer and Chairman
of Viveon Health. "The merger with Suneva demonstrates our
confidence in their category-leading product portfolio and
experienced management team to deliver on the next wave of growth
in regenerative aesthetics. We believe that our sales channel
development and operational background provides natural synergies
with the Suneva team as we collectively grow the business and
increase shareholder value."
"Through my leadership roles in the aesthetics market over the
last 25 years, I've seen the evolution of injectables, implants,
lasers and skincare – the four pillars of the aesthetics
marketplace – open up a world of possibilities," said Dennis Condon, Executive Chairman of the Board
of Directors at Suneva Medical. "The team at Suneva is accelerating
their business with a focus on the next evolution of regenerative
aesthetics, a sector utilizing technology to leverage the body's
restorative capacity and serve the growing demand of physicians and
consumers seeking natural solutions. Having worked with this
management team previously, I am excited for the potential robust
growth ahead."
Key Transaction Terms
The pro forma equity valuation (assuming no share redemptions)
of the combined company is expected to be approximately
$511 million.
VHAQ raised approximately $201
million in connection with its IPO, which is now held in a
trust account at Morgan Stanley with Continental Stock Transfer
& Trust Company acting as trustee. Under the terms of the
proposed transaction announced today, VHAQ will issue 25 million
shares to current security holders of Suneva. Current Suneva
security holders may also receive up to 12 million earn out shares
("Company Earn Out Shares") – 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 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 third year anniversary of the
closing; and 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 five year
anniversary of the closing. Furthermore, VHAQ's sponsor agreed to
shift approximately 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.
The transaction, which has been approved by the Boards of
Directors of Suneva and Viveon Health, is subject to approval by
Suneva's stockholders, Viveon Health's stockholders and other
customary closing conditions. The proposed business combination is
expected to be completed in the first half of 2022.
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
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 Presentation
A presentation regarding the transaction made by the management
teams of Suneva and Viveon Health will be available on Suneva's
website (www.sunevamedical.com). Viveon Health 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 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 Medical 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. Viveon Health
intends to pursue prospective targets that have their primary
operations located in North
America in the healthcare industry.
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
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 Suneva's stockholders in connection with
the proposed business combination. After the Form S-4 has been
filed and declared effective, Viveon Health will mail a definitive
proxy statement, 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, Suneva and the proposed business combination. Additionally,
Viveon Health will file other relevant materials with the SEC in
connection with the business combination. Copies may be obtained
free of charge at the SEC's web site at www.sec.gov.
Securityholders of Viveon Health 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 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
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.
Suneva 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.
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.
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.
Contacts:
Investor Relations
Aman R.
Patel, CFA
ICR Westwicke
Aman.Patel@westwicke.com
(443) 450-4191
Media Relations
Cammy
Duong
ICR Westwicke
Cammy.Duong@westwicke.com
(203) 682-8380
Sean Leous
ICR Westwicke
Sean.Leous@westwicke.com
(646) 866-4012
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SOURCE Suneva® Medical, Inc.