$511M SPAC Deal for Suneva
Suneva Medical Inc. and Viveon Health Acquisition Corp. will create a regenerative aesthetics company.
Suneva Medical, Inc. and Viveon Health Acquisition Corp., a special purpose acquisition company (SPAC), are joining forces to form a regenerative aesthetics company.
Upon completion of the transaction, the combined company's securities are expected to be traded on the NYSE under the symbol "RNEW." The proposed business combination is expected to be completed in the first half of 2022. The pro forma equity valuation (assuming no share redemptions) of the combined company is expected to be approximately $511 million.
CEO Pat Altavilla will lead the combined company, Suneva Medical, as Chief Executive Officer and Jagi Gill, Chief Executive Officer and Chairman of Viveon Health, will join the Board of Directors of Suneva Medical.
Suneva's 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.
"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," says Pat Altavilla, Chief Executive Officer of Suneva, in a news release. "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."
About the deal
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.
"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," says 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," adds 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."