San Antonio, Tx and Norcross, GA, April 06, 2023 (GLOBE NEWSWIRE) — Clearday, Inc. (CLRD), 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), 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.
