Clearday and Viveon Health SPAC announce merger agreement to accelerate innovative longevity tech

Definitive merger agreement set to accelerate robotic companion care/AI platform to market.
Clearday, Inc, a longevity tech company that uses an integrated platform of robotic companion care and AI-driven tech to serve the senior adult care sector, and Viveon Health Acquisition Corporation, a special purpose acquisition company, have announced that they have entered into a definitive merger agreement.

Longevity.Technology: Clearday is hoping to transitioning from owning and operating senior-care facilities into the high-growth tech business that focuses on serving the massive, growing, urgent and expensive longevity care crisis that faces our aging population. Clearday’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; Clearday’s aim is for this platform to improve patient outcomes, increase staff efficiency – and unlock significant revenue opportunities for operators.

By its positioning, Clearday hopes 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. By integrating autonomous companionship, care intelligence and patient data, Clearday’s platform seeks to address the challenges in the massive longevity care space.

The aging population is projected to grow exponentially over the next few decades – the so-called silver tsunami. In fact, every day in the US alone, 10,000 people turn 65 years of age, according to AARP [1]. Care homes are already under pressure, and the prevalence of multi-morbidity prevalence in aging cohorts aged 65-74 years is set to increase from 45.7% in 2015 to 52.8% in 2035. This means more aging individuals who will need increased levels of care, and a real need to remodel and equip homes and assisted living facilities with aging in place technology to allow aging in place that is as independent as can be.

The demand for technology and platforms that foster safe, independent living for our aging population is increasing, but challenges to delivering care to this rapidly-aging population include lack of caregivers and ballooning costs to deliver care to those in assisted living and day care facilities. Clearday’s integrated companion care platform is targeted initially for residents in these facilities, but the company has the growing need for independent living in its sights, as its platform has the opportunity to expand to home care. Clearday’s product portfolio targets a global adult care services market of $1.75 trillion with an 8.5% CAGR by 2026 [2].

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“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 [3].”

“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 [3].”

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 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.

Clearday and Viveon Health SPAC announce merger agreement to accelerate innovative longevity tech