NORCROSS,
Ga., Feb. 11, 2022 /PRNewswire/ -- Viveon
Health Acquisition Corp. (NYSE American: VHAQ) ("Viveon Health" or
"VHAQ"), a special purpose acquisition company, today announced
that it is clarifying certain terms regarding the Annual Meeting of
stockholders to be held on March 18,
2022.
Viveon Health previously announced that on
January 12, 2022 it entered into a
definitive merger agreement with Suneva Medical, Inc. ("Suneva"),
an innovative medical technology company using regenerative
medicine to change the standard of care in aesthetic
treatments.
The Annual Meeting will be held to consider and
vote upon several proposals including a proposal (the "Extension
Proposal") to amend Viveon Health's amended and restated
certificate of incorporation to (i) extend the date by which Viveon
Health has to consummate a business combination for three months,
from March 28, 2022 (the "Original
Termination Date") to June 28, 2022
(the "Extended Date"); and (ii) allow Viveon Health, without
another stockholder vote, to extend the date to consummate the
business combination on a monthly basis for up to six times by an
additional one month each time after the Extended Date, if
additional time is needed to close a business combination.
Clarification of Amount of Deposits into the Trust
Account.
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
established in connection with Viveon Health's initial public
offering 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.
Correction of Redemption and Deposit Price per
Share.
Since Viveon Health cannot estimate the number of
Remaining Public Shares after redemptions, there is no way to
determine what these deposits represent on a per share basis or
what the redemption price per share may be in the future.
References to the redemption price per share of $10.34 and additional monthly deposits into the
trust account of $0.04 per Remaining
Public Share included in the Proxy Statement are not accurate and
should not be relied upon, since Viveon Health cannot estimate the
number of Remaining Public Shares that will be outstanding after
redemptions. Our public stockholders may seek to redeem their
public shares into their pro rata share of the aggregate amount
then on deposit in the trust account (net of taxes payable),
subject to the limitations described in Viveon Health's prospectus
in connection with the initial public offering, dated December 22, 2020.
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. Security
holders 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.
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SOURCE Suneva® Medical, Inc.