Clearday Inc (CLRD)

[ANTI-BAGHOLDER]

Transaction Overview

Under the terms of the letter of intent, Clearday’s existing equity holders would convert 100% of their equity into the combined public company. The proposed transaction values Clearday at $250 million. Viveon expects to announce additional details regarding the proposed business combination when a definitive merger agreement is executed.

Completion of a business combination with Clearday is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement providing for the transaction, satisfaction of the conditions negotiated therein and approval of the transaction by the board and stockholders of both Viveon and Clearday. There can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all.